CABR 10-K & 10-Q changes, risk factors and insider trading

We are not in compliance with Nasdaq’s continued listing requirements and have appealed a Staff Delisting Determination. If our appeal is unsuccessful, our common stock will be suspended from trading and delisted from Nasdaq, which would materially adversely affect the liquidity and market price of our common stock and our ability to raise capital.

Our common stock is listed on The Nasdaq Capital Market under the symbol “CABR.” On April 7, 2026, we received notice from the Listing Qualifications Department of Nasdaq (the “Staff”) that we were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity, and that we did not satisfy either alternative continued listing standard under Nasdaq Listing Rule 5550(b). The notice was based on our Annual Report on Form 10-K for the year ended December 31, 2025.

We submitted a plan to regain compliance that contemplated (i) amending the Certificate of Designation of our Series A Convertible Redeemable Preferred Stock to eliminate its redemption rights and permit its reclassification from mezzanine equity to permanent stockholders’ equity and (ii) obtaining additional financing from the holder of the Series A Convertible Redeemable Preferred Stock. On July 15, 2026, we received a Staff Delisting Determination denying our request for continued listing. The Staff determined that, because we had not entered into a definitive agreement for the contemplated financing, we had not demonstrated our ability to regain compliance in the near term and sustain compliance over an extended period. Accordingly, the Staff did not grant us a discretionary compliance period.

We timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”), which stayed the suspension of trading in our common stock and the filing of a Form 25-NSE pending the Panel’s decision. The hearing is scheduled for August 25, 2026. There can be no assurance that the Panel will grant our request for continued listing or that we will regain or maintain compliance with Nasdaq’s continued listing requirements. Any exception granted by the Panel would be subject to milestones established by the Panel. Failure to satisfy any such milestone could result in the suspension and delisting of our common stock. We could also be subject to a one-year Discretionary Panel Monitor, during which a new deficiency could result in another Staff Delisting Determination without an opportunity to submit a compliance plan or receive an otherwise available cure period.

Our ability to regain compliance depends on our ability to amend the Certificate of Designation, obtain additional financing on acceptable terms and demonstrate that we can sustain compliance over an extended period. We may be unable to complete these actions, and Nasdaq may determine that any actions we complete are insufficient. In addition, our continued losses may further reduce our stockholders’ equity, and we must continue to satisfy all other Nasdaq continued listing requirements.

On July 22, 2026, the SEC’s Division of Trading and Markets approved a Nasdaq rule change that would require companies listed on The Nasdaq Capital Market to maintain a market value of listed securities of at least $5 million. Under the approved rule, a company falling below that threshold for 30 consecutive business days would be subject to immediate suspension and delisting proceedings without a cure period, and a hearing request would not stay the suspension. On July 29, 2026, the approval order was stayed pending review by the full Commission. Accordingly, the new requirement is not currently effective. There can be no assurance regarding the timing or outcome of the Commission’s review or whether the rule will become effective in its current or a modified form. If the rule becomes effective and we fail to satisfy the requirement, our common stock could be suspended and subjected to delisting proceedings with little or no opportunity for remedial action.

If our common stock is delisted, our stockholders may experience reduced liquidity, limited availability of market quotations and decreased trading prices. Our common stock may also become subject to the SEC’s “penny stock” rules, which would impose additional requirements on broker-dealers and could further limit trading. Delisting could also reduce analyst coverage, impair our ability to issue securities or obtain financing, adversely affect our relationships with investors and financial institutions and materially reduce the value of an investment in our common stock.

FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)

Condensed Consolidated Statements of Cash Flows

Caring Brands, Inc. and subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 1 - Organization and Business Operations

Caring Brands, Inc. (the “Company”) is a Nevada corporation and was incorporated on April 24, 2024. On September 24, 2024, the Company entered into a separation and exchange agreement with Safety Shot, Inc. (“Shot”) pursuant to which, Shot exchanged its right, title and interest in and to Caring Brands, Inc., a Florida corporation (“CB FL”), free and clear of all liens and encumbrances, and in exchange thereof, the Company accepted and agreed to assume all obligations of CB FL (see Note 2 – Significant Accounting Policies). The Company’s principal business is the over-the-counter and prescription-grade health and wellness products.

Going Concern Consideration

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

For the six months ended June 30, 2026, the Company incurred a net loss of $2,647,202 and used $1,013,867 of cash in operating activities. As of June 30, 2026, the Company had cash and cash equivalents of $1,820,365 and an accumulated deficit of approximately $9,788,184. The Company has generated minimal revenues to date and continues to incur operating losses as it advances its business plan. On July 17, 2026, the Company received a delisting determination from the Nasdaq Stock Market LLC (see Note 13). The Company has generated minimal revenues to date.

Although the Company completed its initial public offering in November 2025, generating net proceeds of approximately $3,235,692, its ability to continue as a going concern is dependent upon its ability to generate revenues and/or obtain additional financing.

Management believes that existing cash resources will be sufficient to fund operations for at least the next twelve months; however, there can be no assurance that additional capital will not be required. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 - Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows.

From time to time, the Company may maintain bank balances in interest bearing accounts in excess of $250,000, which is currently the maximum amount insured by the FDIC for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash.

Inventory

Inventories will be stated at the lower of cost or market. The Company will periodically review the value of items in inventory and provide write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting.

Net Loss Per Share

Net loss per share is computed pursuant to section ASC 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential shares of Common Stock would be to decrease the loss per share.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Revenue Recognition

The Company generates its revenue from the sale of its products directly to the end user (the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements; 1) identify the contract with a customers, 2) identify the performance obligations in the contract, 3) determine the transactions price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as the performance obligations are satisfied.

The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. The Company does not currently have meaningful revenue in different geographic regions or channels and therefore does not disaggregate its revenue for reporting purposes.

As of June 30, 2026, the Company had no contract assets, contract liabilities or deferred contract costs recorded on its condensed consolidated balance sheet.

Equity Investments

The Company elected to record equity investments in privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer.

Equity investments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities.

Intellectual Property

Intellectual property, including license agreements, is recorded at cost and amortized over its estimated useful life using the straight-line method. The Company evaluates its intellectual property for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, in accordance with ASC 360.

During the year ended December 31, 2025, the Company identified impairment indicators related to its intellectual property, including ongoing litigation involving the licensor, lack of development or commercialization activities, and significant uncertainty regarding the Company’s ability to utilize the licensed technology.

Based on management’s assessment, the Company determined that the carrying amount of the intellectual property was not recoverable, as the expected undiscounted future cash flows were insufficient to recover its carrying value. Accordingly, the Company recorded a full impairment charge to write down the intellectual property to its estimated fair value of zero as of December 31, 2025.

No impairment charge was recorded for the three and six months ended June 30, 2026.

Stock Based Compensation

The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

The Company has adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

Mezzanine Equity

Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.

The Series A convertible preferred stock (“Series A Preferred Stock”) was accounted for as mezzanine equity in accordance with ASC 480. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Segment Reporting

The Company operates under one business segment. Our Chief Operating Decision Maker (CODM) is our Chief Executive Officer. The CODM considers total net income in evaluating key business results and all of our revenue comes from one business segment.

Income Taxes

Prior to the separation of the Company from its then parent, the Company was included as a wholly-owned subsidiary of Safety Shot, Inc., and as such, the Company followed the guidance under ASC 740-10-30-27 to account for income taxes using the separate return approach. The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company incurred losses of $2,647,202 and $1,199,353 for the six months ended June 30, 2026 and 2025, respectively. Using a 21% tax rate at the balance sheet date, the Company’s deferred tax asset as of June 30, 2026 and December 31, 2025 would be $1,809,017, and $1,499,644 respectively with a valuation allowance of $1,809,017, and $1,499,644.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. See Note 4 – Intangible Assets, Note 5 – Investment in NovoDX, a Related Party, Note 7 – Debt, and Note 10 Stockholders’ Equity and Mezzanine Equity.

The related party mentioned in Note 4 and Note 5 is a former director at Safety Shot, a former director of Caring Brands and a current director of NovoDX Corporation. Additionally, NovoDX is a related party due to the shares of the Company’s common stock it holds as a result of the shares issued in connection with the License Agreement described in Note 4.