{"url_path":"/sec/cabr/8-k/2026-07-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/2020737/0001493152-26-033575-index.html","accession_number":"0001493152-26-033575","cik":"0002020737","ticker":"CABR","issuer_name":"Caring Brands, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2020737/0001493152-26-033575-index.html","primary_entity_key":"0002020737","primary_entity_name":"Caring Brands, Inc."},"word_count":708,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJuly 10, 2026, Caring Brands, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Securities\nPurchase Agreement”) with one accredited investor (the “Purchaser”) for a private investment in public equity (the\n“PIPE Offering”) of 443.2133 shares of its Series A Convertible Preferred Stock par value $0.001 per share, with a\nstated value $1,000.00 per share (the “Series A Preferred Stock”)**,** equating to 443.213 Series A Convertible\nPreferred Shares which equates to a purchase price of $950 per share of Series A Preferred Stock with a stated value of $1,000 per share,\nafter factoring in an original issue discount (“OID”) of 5%. The Series A Preferred Stock is convertible into common stock.at\na conversion price of $0.40 per share. The Company also issued an aggregate of 1,052,632 warrants (the “Common Warrants”)\nto acquire up to 1,052,632 shares of Common Stock at an exercise price of $0.40 per share. The Common Warrants issued in the PIPE Offering\nare exercisable immediately and will expire five years from the date of issuance. The exercise of the Common Warrants and the conversion\nof the Series A Preferred Stock are both subject to beneficial ownership limitations set by the holder. The aggregate purchase price\nwas $400,000. In addition, the Company will not issue any shares upon the exercise of the Warrants or the conversion of the Series A\nPreferred Stock to the extent that the aggregate issuances thereunder would exceed an aggregate of 19.99% of the Company’s outstanding\nshares of common stock without first obtaining shareholder approval.\n\n \n\nThe\nPIPE Offering closed on July 10, 2026, with aggregate gross proceeds totaling approximately $400,000. The Company intends to use\n$150,000 of the net proceeds from the PIPE Offering to retire an aggregate of 150,000 shares of the Company’s Common Stock\nowned by BK Investments LLC, an entity owned by Brian John, the Company’s Chairman and acting Chief Financial Officer, pursuant\nto a Stock Purchase Agreement, dated as of July 10, 2026 (the “Share Redemption Agreement”) and the remainder of the\nproceeds shall be used for general corporate and working capital purposes.\n\n \n\nThe\nexercise price and number of shares of Common Stock issuable upon exercise of the PIPE Warrants is subject to appropriate adjustment\nin the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock and the exercise price.\nSubject to limited exceptions, the Purchaser may not exercise any portion of the Common Warrants to the extent that the Investor\nwould beneficially own more than 4.99% of the outstanding Common Stock after exercise. In the event of certain fundamental\ntransactions, the holder of the Common Warrants A will have the right to receive the Black Scholes Value (as defined in the Common\nWarrants) of its Common Warrants calculated pursuant to a formula set forth in the Common Warrants, payable in cash. There is no\ntrading market available for the Series A Preferred Stock or Common Warrants on any securities exchange or nationally recognized\ntrading system. The Company does not intend to list the Series A Preferred Stock or Common Warrants on any securities exchange or\nnationally recognized trading system.\n\n \n\n \n\n \n\n \n\nThe\nsecurities being offered and sold by the Company in the PIPE Offering have not been registered under the Securities Act of 1933, as amended\n(the “Securities Act”), and may not be offered or sold in the United States absent registration with the Securities and Exchange\nCommission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to\naccredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered\nshares issuable upon the conversion of the Series A Preferred Stock and the shares issuable upon exercise of the unregistered warrants\npursuant to a Registration Rights Agreement entered into between the Company and the Purchaser (the “Registration Rights Agreement”).\n\n \n\nThe\nforegoing descriptions of the Common Warrants, Securities Purchase Agreement, and Share Redemption Agreement (collectively, the\n“Transaction Documents”), do not purport to be a complete description and are qualified in its entirety by reference to\nthe full text of the Transaction Documents, copies of which are filed herewith as Exhibits 4.1, 10.1, 10.2, respectively, and\nincorporated by reference herein."}