{"url_path":"/sec/cabr/proxy/2026-05-15/000149315226023850","section_key":"body","section_title":"PRE 14A body","topic":"sec","document":{"doc_type":"PRE 14A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2020737/0001493152-26-023850-index.html","accession_number":"0001493152-26-023850","cik":"0002020737","ticker":"CABR","issuer_name":"Caring Brands, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2020737/0001493152-26-023850-index.html","primary_entity_key":"0002020737","primary_entity_name":"Caring Brands, Inc."},"word_count":7953,"has_tables":true,"body_markdown":"PRE 14A\n1\nformpre14a.htm\nPRE 14A\n\n**UNITED\nSTATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**WASHINGTON,\nDC 20549**\n\n** **\n\n**SCHEDULE\n14A**\n\n**Proxy\nStatement Pursuant to Section 14(c) of the Securities Exchange Act of 1934**\n\n** **\n\nFiled\nby Registrant ☒\n\nFiled\nby a Party other than the Registrant ☐\n\nCheck\nthe appropriate box:\n\n☒\nPreliminary\nProxy Statement\n\n☐\n**Confidential,\nfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n☐\nDefinitive\nProxy Statement\n\n☐\nDefinitive\nAdditional Materials\n\n☐\nSoliciting\nMaterial under §240.14a-12\n\n**CARING\nBRANDS, INC.**\n\n(Name\nof Registrant as Specified in its Charter)\n\nPayment\nof Filing Fee (Check the appropriate box):\n\n☐\nNo fee required.\n\n☒\nFee paid previously with preliminary materials.\n\n☐\nFee computed on table in exhibit required by Item 25(b) of Schedule (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act\nRules 14c-5(g) and 0-11\n\n**CARING\nBRANDS, INC.**\n\n**130\nS Indian River Drive, Suite 202 PBM# 1232**\n\n**Fort\nPierce, Florida 34950**\n\n**NOTICE\nOF SPECIAL MEETING OF STOCKHOLDERS**\n\n**To\nBe Held at 10:00 A.M. Eastern Time on June 9, 2026**\n\nMay\n4, 2026\n\nNOTICE\nIS HEREBY GIVEN that the 2026 Special Meeting of Stockholders (the “Special Meeting”) of Caring Brands, Inc. (the “Company”)\nwill be held on June 9, 2026, at 10:00 A.M. Eastern Time, in person at 130 S Indian River Drive, Suite 202 pbm#1232, Fort Pierce, FL\n34950 for the following purposes:\n\n(1)\nTo approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the Additional Investment Right set forth in Section 4.19 of\nthe Securities Purchase Agreement dated March 19, 2026, by and between the Company and the Purchasers party thereto (the “**Securities\nPurchase Agreement**” or “**SPA**”), which grants each Purchaser the right to purchase additional shares of Series\nA Convertible Preferred Stock and Warrants (the “**Additional Investment Right** Proposal”);\n\n(2)\nTo authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock of the Company issuable\nupon conversion of the Series A Convertible Preferred Stock and exercise of the Warrants (collectively, the “**Underlying Shares”**),\nincluding the issuance of all Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock as of March 19, 2026,\nas contemplated by Section 4.23 of the Securities Purchase Agreement (the “**Share Issuance Proposal**”);\n\n(3)\nTo approve an amendment to the Company’s Articles of Incorporation to increase the authorized shares of common stock from 100,000,000\nshares to 500,000,000 shares (the “**Authorized Common Stock Increase Proposal**”);\n\n(4)\nTo approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the\nAdditional Investment Right Proposal, the Share Issuance Proposal and the Authorized **Common Stock Increase Proposal**, if there\nare not sufficient votes at the Special Meeting to approve and adopt such proposals (the “**Adjournment Proposal**”);\nand\n\n(5)\nTo consider and transact such other business as may be properly brought before the Special Meeting and any adjournments thereof.\n\nThe\nProxy Statement accompanying this notice describes each of these items of business in detail. The Board has fixed the close of business\non May 12, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting and\nany adjournments or postponements of the Special meeting. Accordingly, only stockholders of record at the close of business on May 14,\n2026, are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting.\n\n**Your\nvote is important. Whether or not you expect to attend the Special Meeting, please vote via the Internet, by telephone, or complete,\ndate, sign and promptly return the proxy card so that your shares may be represented at the meeting.**\n\nMay\n15, 2026\nBy\nOrder of the Board of Directors,\n\n*/s/\nGlynn Wilson*\n\nDr.\nGlynn Wilson\n\nChief\nExecutive Officer\n\n**IMPORTANT\nNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE**\n\n**SPECIAL\nMEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2026.**\n\n** **\n\n**The\nproxy statement is available at www.[Company Proxy Website].**\n\n** **\n\n**Whether\nor not you expect to attend the meeting in person, please submit voting instructions for your shares promptly using the directions on\nyour proxy card, to vote by one of the following methods: 1) over the internet at www.[Company Proxy Website], 2) by telephone by calling\nthe toll-free number 877-285-8605, or 3) by marking, dating and signing your proxy card and returning it in the accompanying postage-paid\nenvelope. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your\nshares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your\nname from that record holder.**\n\n**TABLE\nOF CONTENTS**\n\nPage\n\n[ABOUT THE MEETING](#a_001)\n1\n\n[PRINCIPAL STOCKHOLDERS](#a_002)\n5\n\n[SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS](#a_003)\n6\n\n[PROPOSAL ONE: THE ADDITIONAL INVESTMENT RIGHT PROPOSAL](#a_004)\n7\n\n[Background](#a_005)\n7\n\n[Nasdaq Marketplace Requirements](#a_006)\n7\n\n[Potential Adverse Effects](#a_007)\n7\n\n[Vote Required](#a_008)\n7\n\n[PROPOSAL TWO: THE SHARE ISSUANCE PROPOSAL](#a_009)\n8\n\n[Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval](#a_010)\n9\n\n[Vote Required](#a_011)\n10\n\n[PROPOSAL THREE: THE AUTHORIZED COMMON STOCK INCREASE PROPOSAL](#a_012)\n11\n\n[PROPOSAL FOUR: THE ADJOURNMENT PROPOSAL](#a_013)\n13\n\n**CARING\nBRANDS, INC.**\n\n**130\nS Indian River Drive. Suite 202 PBM# 1232**\n\n**Fort\nPierce, Florida 34950**\n\n**PROXY\nSTATEMENT**\n\n** **\n\n**ABOUT\nTHE MEETING**\n\n** **\n\n**Why\nam I receiving this Proxy Statement?**\n\nThis\nProxy Statement contains information related to the solicitation of proxies for use at our 2026 Special Meeting of Stockholders, to be\nheld on July 7, 2026, at 10:00 A.M. Eastern Time, including at any adjournments or postponements of the special meeting, at 130 S Indian\nRiver Drive, Suite 202 pbm#1232, Fort Pierce, FL 34950, for the purposes stated in the accompanying Notice of Special Meeting of Stockholders.\nThis solicitation is made by our Board of Directors (also referred to as the “Board” in this Proxy Statement) on behalf of\nCaring Brands, Inc. In this Proxy Statement, the terms “we,” “our,” “us” and the “Company”\nrefer to Caring Brands, Inc. You are invited to attend the Special Meeting and vote on the proposals described in this proxy statement.\nHowever, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy\ncard, **or follow the instructions below to submit your proxy over the telephone or through the internet**.\n\nWe\nhave elected to provide access to our proxy materials over the Internet at www.[Company Proxy Website]. Accordingly, we are sending to\nour stockholders of record as of the close of business on May 14, 2026, a Notice of Internet Availability of Proxy Materials (the “**Notice**”)\nrelating to our Special Meeting of Stockholders. All stockholders of record will have the ability to access the proxy materials on the\nwebsite referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to request a printed\ncopy by mail or electronically may be found on the Notice and on the website referred to in the Notice, including an option to request\npaper copies on an ongoing basis. On or about May 24, 2026, we intend to make this Proxy Statement and accompanying form of proxy card\navailable on the Internet and to mail the Notice to all stockholders entitled to vote at the Special Meeting. We intend to mail this\nProxy Statement, together with a proxy card, to those stockholders entitled to vote at the Special Meeting who have properly requested\npaper copies of such materials, within three business days of the receipt of such request.\n\nThe\nNotice, this Proxy Statement and the accompanying form of proxy card are available at www.[Company Proxy Website]. You are encouraged\nto access and review all of the important information contained in the proxy materials before voting.\n\n**How\ndo I attend the Special Meeting?**\n\n** **\n\nThe\nSpecial Meeting will be held on July 7, 2026, at 10:00 A.M. Eastern Time at 130 S Indian River Drive, Suite 202 pbm# 1232, Fort Pierce,\nFL 34950. Information on how to vote in person at the Special Meeting is discussed below.\n\n** **\n\n**What\nam I being asked to vote on?**\n\nYou\nare being asked to vote on the following proposals:\n\n●\n**Proposal 1 (Additional Investment Right Proposal)**: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d),\nthe Additional Investment Right set forth in Section 4.19 of the Securities Purchase Agreement dated March 19, 2026, by and between the\nCompany and the Purchasers party thereto (the “**Securities Purchase Agreement**” or “**SPA**”), which\ngrants each Purchaser the right to purchase additional shares of Series A Convertible Preferred Stock and Warrants (the “**Additional\nInvestment Right Proposal**”);\n\n●\n**Proposal 2 (Share Issuance Proposal)**: To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance\nof shares of common stock of the Company issuable upon conversion of the Series A Convertible Preferred Stock and exercise of the Warrants\n(collectively, the “**Underlying Shares**”), including the issuance of all Underlying Shares in excess of 19.99% of the\nissued and outstanding Common Stock as of March 19, 2026, as contemplated by Section 4.23 of the Securities Purchase Agreement (the “**Share\nIssuance Proposal**”);\n\n1\n\n●\n**Proposal 3 (Authorized Common Stock Increase Proposal)**: To approve an amendment to the Company’s Articles of Incorporation\nto increase the authorized shares of common stock from 100,000,000 shares to 500,000,000 shares (the “**Authorized Common Stock\nIncrease Proposal**”);\n\n●\n**Proposal 4 (Adjournment Proposal)**: To approve one or more adjournments of the Special Meeting, if necessary or appropriate,\nto solicit additional proxies in favor of the Additional Investment Right Proposal, the Share Issuance Proposal and the Authorized **Common\nStock Increase Proposa**l if there are not sufficient votes at the Special Meeting to approve and adopt such proposals (the “**Adjournment\nProposal**”).\n\n●\nTo transact any other business that may properly come before the Special Meeting or any adjournment(s) or postponements of the Special\nMeeting.\n\n**What\nare the Board’s voting recommendations?**\n\nThe\nBoard recommends that you vote as follows:\n\n●\n**Proposal 1 (Additional Investment Right Proposal)**: “**FOR**” the Additional Investment Right Proposal;\n\n●\n**Proposal 2 (Share Issuance Proposal)**: “**FOR**” the Share Issuance Proposal;\n\n** **\n\n**●\nProposal 3 (Authorized Common Stock Increase Proposal): “FOR”**the Authorized Common Stock Increase Proposal; and\n\n●\n*Proposal 4 **(Adjournment** Proposal): “**FOR**” **the***Adjournment Proposal.\n\n**Who\nis entitled to vote at the Special Meeting?**\n\nHolders\nof record of our Common Stock, as of the close of business on May 14, 2026, the record date for the Special Meeting (the “**Record\nDate**”), are entitled to receive notice of the Special Meeting. Holders of record of shares of Common Stock have the right to\nvote on all matters brought before the Special Meeting.\n\nAs\nof the Record Date, there were 9,091,506 shares of Common Stock were issued and outstanding.\n\n**What\nare the voting rights of stockholders ?**\n\nEach\nshare of our Common Stock outstanding as of the Record Date, is entitled to receive notice of the Special Meeting and to one vote per\nshare on all matters properly brought before the Special Meeting.\n\nNo\ndissenters’ rights are provided under the Nevada General Corporation Law, our Certificate of Incorporation or our Bylaws (the “**Bylaws**”)\nwith respect to any of the proposals described in this Proxy Statement.\n\n**Who\ncan attend the Special Meeting?**\n\nAll\nholders of our Common Stock at the close of business on the Record Date, or their duly appointed proxies, are authorized to attend the\nSpecial Meeting. Stockholders may attend the Special Meeting on July7, 2026, at 130 S Indian River Drive, Suite 202 pbm#1232, Fort Pierce,\nFL 34950.\n\n**What\nis the difference between holding shares as a stockholder of record and as a beneficial owner?**\n\nMany\nstockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below,\nthere are some distinctions between shares held of record and those owned beneficially.\n\n●\n*Stockholder of record*. If your shares are registered directly in your name with our transfer agent, ClearTrust Stock Transfer\nCompany, Inc. (our “**Transfer Agent**”), you are considered the stockholder of record of those shares and the Notice\nis being sent directly to you by us.\n\n●\n*Beneficial owner of shares held in street name*. If your shares are held in a stock brokerage account or by a bank or other nominee,\nyou are considered the “beneficial owner” of shares held in “street name,” and the Notice is being forwarded\nto you by your broker or nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner,\nyou have the right to direct your broker how to vote your shares and are also invited to attend the Special Meeting.\n\n2\n\n**What\nwill constitute a quorum at the Special Meeting?**\n\nA\nquorum is the minimum number of shares required to be present or represented by proxy at the Special Meeting to properly hold a meeting\nof stockholders and conduct business under our Bylaws and Nevada law. The presence at the meeting, or by proxy, of the holders of thirty-three\nand one-third percent (33.33%) of the outstanding shares of stock entitled to vote at the Special Meeting on the Record Date will constitute\na quorum, permitting our stockholders to conduct business at the Special Meeting. We will include abstentions and broker non-votes in\nthe calculation of the number of shares considered to be present at the meeting for purposes of determining the presence of a quorum\nat the meeting. As of the Record Date, there were 9,091,506 shares of our Common Stock outstanding.\n\nIf\na quorum is not present to transact business at the Special Meeting, the Special Meeting may be adjourned, from time to time, either\nby the chairman of the meeting or by vote of a majority of the shares present in person, or represented by proxy at the meeting, but\nno other business shall be transacted at such meeting.\n\nIf\nwe do not receive sufficient votes in favor of the proposals by the date of the Special Meeting, the Special meeting may be adjourned\nfrom time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, or represented\nby proxy at the meeting. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting\nif the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the\ncorporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30\ndays or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given\nto each stockholder of record entitled to vote at the meeting.\n\n**What\nare broker non-votes?**\n\nBroker\nnon-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions\nfrom the beneficial owners at least ten days before the Special Meeting. If you do not give your broker or other nominee voting instructions\nwith respect to Proposal 1 (Additional Investment Right Proposal), Proposal 2 (Share Issuance Proposal), Proposal 3 (Authorized Common\nStock Increase Proposal) or Proposal 4 (Adjournment Proposal), your broker or other nominee will not be able to vote on that proposal.\n\n**How\nmany votes are needed for the proposals to pass?**\n\nThe\nproposals to be voted on at the Special Meeting have the following voting requirements:\n\n●\n**Proposal 1 (Additional Investment Right Proposal)**: The Additional Investment Right Proposal requires the affirmative vote\nof the majority of votes cast once a quorum has been established. For purposes of the Additional Investment Right Proposal, abstentions\nand broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered\npresent for the purpose of determining the presence of a quorum.\n\n●\n**Proposal 2 (Share Issuance Proposal)**: The Share Issuance Proposal requires the affirmative vote of the majority of votes\ncast once a quorum has been established. For purposes of the Share Issuance Proposal, abstentions and broker non-votes will not be counted\nas votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining\nthe presence of a quorum.\n\n●\n**Proposal 3 (Authorized Common Stock Increase Proposal)**: The Authorized Common Stock Increase Proposal requires the affirmative\nvote of the majority of votes cast once a quorum has been established. For purposes of the Authorized Common Stock Increase Proposal,\nabstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will\nbe considered present for the purpose of determining the presence of a quorum.\n\n●\n**Proposal 4 (Adjournment Proposal)**: The affirmative vote of a majority of the votes cast by shares of Common Stock entitled\nto vote on this proposal is required to approve the Adjournment Proposal.\n\nThis\nmeans that the Proposals could each be approved by the affirmative vote of the holders of a majority of the outstanding shares of our\nCommon Stock.\n\n**Will\nany other matters be voted on?**\n\nAs\nof the date of this Proxy Statement, we are not aware of any matters that will come before the Special Meeting other than those disclosed\nin this Proxy Statement. If any other matters are properly brought before the Special Meeting, the persons named in the accompanying\nproxy card will vote the shares represented by the proxies on the other matters in the manner recommended by the Board, or, if no such\nrecommendation is given, in the discretion of the proxy holders.\n\n3\n\n**How\ndo I vote?**\n\n** **\n\nFor\nthe matters to be voted on, you may vote “For” or “Against” or abstain from voting.\n\n●\n*Stockholders of record*: If your shares are registered directly in your name with our transfer agent, ClearTrust Stock Transfer\nCompany, Inc., as of the Record Date, you may submit your proxy by U.S. mail, Internet or telephone by following the instructions in\nthe Notice. If you requested a paper copy of the proxy materials, you also may submit your completed proxy card by mail by following\nthe instructions included with your proxy card. The deadline for submitting your vote by Internet or telephone is 11:59 p.m. Eastern\nTime on July 6, 2026, which is the day before the Special Meeting. The designated proxy holders named in the proxy card will vote according\nto your instructions.\n\nTo\nvote in person, come to the Special Meeting and we will give you a ballot when you arrive.\n\n●\n*Beneficial owner of shares held in street name*: If you are a street name or beneficial stockholder because your shares are held\nin a brokerage account or by a bank or other nominee, your broker or nominee firm will provide you with the Notice. Follow the instructions\non the Notice to access our proxy materials and vote by Internet or to request a paper or email copy of our proxy materials. If you receive\nthese materials in paper form, the materials include a voting instruction card so that you can instruct your broker or nominee how to\nvote your shares.\n\nIf\nyou sign and submit your proxy card without specifying how you would like your shares voted, your shares will be voted in accordance\nwith the Board’s recommendations specified above under “What are the Board’s voting recommendations?” and in\naccordance with the discretion of the proxy holders with respect to any other matters that may be voted upon at the Special Meeting.\n\n**If\nI plan to attend the Special Meeting in person, should I still vote by proxy?**\n\nYes.\nVoting in advance does not affect your right to attend the Special Meeting. If you send in your proxy card and also attend the Special\nMeeting in person, you do not need to vote again at the Special Meeting unless you want to change your vote.\n\n**How\nare proxy card votes counted?**\n\nIf\nthe proxy card is properly signed and returned to us, and not subsequently revoked, it will be voted as directed by you. Unless contrary\ninstructions are given, the persons designated as proxy holders on the proxy card will vote: “FOR” the Additional Investment\nRight Proposal, “FOR” the Share Issuance Proposal, “FOR” the Authorized Common Stock Increase Proposal and “FOR”\nthe Adjournment Proposal; and as recommended by our Board with regard to any other matters that may properly come before the Special\nMeeting, or, if no such recommendation is given, in their own discretion.\n\n**May\nI revoke my vote after I return my proxy card?**\n\nYes.\nYou may revoke a previously granted proxy and change your vote at any time before the taking of the vote at the Special Meeting by (i)\nfiling with our General Counsel and Secretary a written notice of revocation or a duly executed proxy bearing a later date or (ii) voting\nduring the Special Meeting.\n\n**Who\npays the costs of soliciting proxies?**\n\nWe\nwill pay the costs of soliciting proxies, including preparation and mailing of the Notice, preparation and assembly of this Proxy Statement\nand the proxy card, coordination of the Internet and telephone voting process, and any additional information furnished to you by the\nCompany. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names\nshares of our Common Stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial\nowners of shares of our Common Stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation\nof proxies by Internet and mail may be supplemented by telephone, facsimile, or personal solicitation by our directors, officers or other\nregular employees.\n\n**You\nshould rely only on the information provided in this Proxy Statement. We have not authorized anyone to provide you with different or\nadditional information. You should not assume that the information in this Proxy Statement is accurate as of any date other than the\ndate of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.**\n\n4\n\n**PRINCIPAL\nSECURITYHOLDERS**\n\nThe\nfollowing table and the accompanying footnotes sets forth information regarding the beneficial ownership of shares of Common Stock of\nthe Company as of May 4, 2026, by:\n\n●\neach\nof our named executive officers;\n\n●\neach\nof our directors;\n\n●\nall\nof our current directors and named executive officers as a group; and\n\n●\neach\nstockholder known by us to own beneficially more than 5% of our common stock.\n\nBeneficial\nownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security\nif they possess sole or shared voting (which includes the power to vote or to direct the voting of) or investment power (which includes\nthe power to dispose of or to direct the disposition of) that security, including options and warrants that are currently exercisable\nor exercisable within sixty (60) days. To our knowledge, no shares beneficially owned by any executive officer, director or director\nnominee have been pledged as security. In addition, this table is based upon information Schedules 13D or 13G filed with the SEC.\n\nApplicable\npercentage ownership is based on 8,941,506 shares of common stock outstanding as of May 4, 2026. Unless otherwise indicated, the address\nof each beneficial owner listed in the table below is c/o Caring Brands, Inc., 130 S Indian River Drive, Suite 202 pbm# 1232, Fort Pierce,\nFL 34950. Further, unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws,\nthe persons and entities named in the table have sole voting and investment power with respect to their beneficially owned securities.\n\nName\n\n**Shares**\n\n**beneficially owned**\n\nPercentage\n\nDirectors and Named Executive Officers\n\nDr. Glynn Wilson\n500,000\n5.6%\n\nBrian S John\n750,000\n8.4%\n\nDr. Hector Alila\n50,000\n*\n\nChritopher Galeta\n-\n-\n\nChristopher Melton\n-\n-\n\nAll Directors and Officers as a group (5 persons)\n1,300,000\n14.6%\n\n5% Shareholders\n\nGBB Drink Lab Inc\n500,000\n5.6%\n\n** **\n\n*\nRepresents a percentage that is less than 1%.\n\n5\n\n**SPECIAL\nNOTE REGARDING FORWARD-LOOKING STATEMENTS**\n\n** **\n\nThis\nProxy Statement contains “forward-looking statements” within the meaning of Section 21I of the Exchange Act and Section 27A\nof the Securities Act of 1933, as amended (the “Securities Act”). These forward-looking statements, including as they relate\nto Proposal 1, Proposal 2, Proposal 3, and Proposal 4 include, without limitation: statements regarding new products or services; statements\nconcerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our\nbusiness, financial and operating results and future economic performance; statements of our management’s goals and objectives;\nstatements concerning our competitive environment, availability of resources and regulation; trends affecting our financial condition,\nresults of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters\nthat are not historical facts. Words such as “may”, “will”, “should”, “could”, “would”,\n“predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”,\n“intends”, “plans”, “believes” and “estimates,” and variations of such terms or similar\nexpressions, are intended to identify such forward-looking statements.\n\nForward-looking\nstatements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the\ntimes at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available\nat the time they are made and/or our management’s good faith belief as of that time with respect to future events. Our actual results\nmay differ materially from those expressed in, or implied by, the forward-looking statements due to a number of factors, including risks\ndiscussed in documents that we file with the SEC.\n\nForward-looking\nstatements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no\nobligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting\nforward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking\nstatements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.\nYou should review our subsequent reports filed with the SEC described in the sections of this Information Statement entitled “Additional\nInformation,” all of which are accessible on the SEC’s website at www.sec.gov.\n\n6\n\n**PROPOSAL\nONE**\n\n**TO\nAPPROVE THE ADDITIONAL INVESTMENT RIGHT**\n\n** **\n\n**Background**\n\n** **\n\nOn\nMarch 19, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional and accredited\ninvestors (collectively, the “Purchasers”). Pursuant to the SPA, the Company agreed to issue and sell to the Purchasers up\nto $3,600,000 of (i) shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series\nA Preferred Stock”), and (ii) warrants to purchase shares of common stock (the “Warrants”).\n\n** **\n\nSection\n4.19 of the SPA grants each Purchaser an “Additional Investment Right,” which provides each Purchaser with the right, at\nany time and from time to time until the date that is eighteen (18) months after the Closing Date, to purchase additional shares of Series\nA Preferred Stock and Warrants on the same terms and conditions as the initial closing, in such amounts as each Purchaser may elect.\nThe Company is seeking stockholder approval of the Additional Investment Right for purposes of complying with Nasdaq Listing Rule 5635(d).\n\n**Nasdaq\nMarketplace Requirements** and the **Necessity of Stockholder Approval**\n\nThe\nCommon Stock is currently listed on Nasdaq and, as such, the Company is subject to the Nasdaq rules. Nasdaq Rule 5635(d) requires the\nCompany to obtain stockholder approval prior to the issuance of shares of Common Stock in connection with certain non-public offerings\ninvolving the sale, issuance or potential issuance by the Company of shares of Common Stock (and/or securities convertible into or exercisable\nfor shares of Common Stock) equal to 20% or more of the shares of Common Stock outstanding prior to such issuance where the price of\nthe Common Stock to be issued is below the “Minimum Price.”\n\n“Minimum\nPrice” means a price that is the lower of: (i) the Nasdaq Official Closing Price immediately preceding the signing of the binding\nagreement; or (ii) the average Nasdaq Official Closing Price of the common stock for the five trading days immediately preceding the\nsigning of the binding agreement.\n\nBecause\nthe Additional Investment Right may result in the issuance of shares of Common Stock (upon conversion of Series A Preferred Stock and\nexercise of Warrants) in excess of 19.99% of the outstanding Common Stock as of the date of the SPA, and because the conversion and exercise\nprices may be below the Minimum Price, we are seeking stockholder approval of the Additional Investment Right.\n\n**Potential\nAdverse Effects**\n\nFollowing\napproval by the stockholders of this proposal, existing stockholders may suffer dilution in their ownership interests in the future as\na result of the potential issuance of shares of Common Stock upon conversion of Series A Preferred Stock and exercise of Warrants issued\npursuant to the Additional Investment Right.\n\nThe\nsale into the public market of these shares could materially and adversely affect the market price of our Common Stock.\n\n**Interest\nof Certain Persons in Matters to Be Acted Upon**\n\nNo\ndirector or executive officer has any substantial interest, direct or indirect, by security holdings or otherwise, in this Proposal that\nis not shared by all of our other stockholders.\n\n**Vote\nRequired**\n\n**Approval\nof Proposal No. 1 requires the affirmative vote of the majority of the votes cast on this proposal. Abstentions and broker non-votes\nare not considered votes cast and will have no effect on the outcome of Proposal No. 1.**\n\n** **\n\nBoard\n**Recommendation**\n\nThe\nBoard unanimously recommends a vote “**FOR**” Proposal 1.\n\n** **\n\n**THE\nBOARD RECOMMENDS A VOTE “FOR” THE ADDITIONAL INVESTMENT RIGHT PROPOSAL**.\n\n7\n\n**PROPOSAL\nTWO**\n\n**TO\nAPPROVE THE ISSUANCE OF SHARES OF COMMON STOCK IN EXCESS OF**\n\n**19.99%\nOF OUTSTANDING COMMON STOCK**\n\n** **\n\nOn\nMarch 19, 2026, Caring Brands, Inc. entered into a Securities Purchase Agreement (the “SPA” or “Securities\nPurchase Agreement”) with certain institutional and accredited investors (the “Purchasers”). Pursuant to\nthe SPA, the Company agreed to issue and sell to the Purchasers up to $3,600,000 of (i) shares of the Company’s Series A Convertible\nPreferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and (ii) Common A Warrants with\na $0.40 exercise price and 5-year term to acquire additional shares of Common Stock (the “Warrants”).\n\nSection\n4.23 of the SPA requires that the Company seek stockholder approval as may be required by the rules and regulations of the Nasdaq Stock\nMarket for the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock and exercise of the Warrants in excess\nof 19.99% of the issued and outstanding Common Stock as of the date of the SPA. Accordingly, we are seeking stockholder approval of the\nfollowing:\n\n“Stockholder\nApproval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any\nsuccessor entity) from the stockholders of the Company with respect to the transactions contemplated by the Transaction Documents, including\nthe issuance of all shares of Common Stock issuable upon conversion of the Series A Preferred Stock and exercise of the Warrants in excess\nof 19.99% of the issued and outstanding Common Stock on March 19, 2026.\n\n●\nTo\nconsent to approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity)\nfrom the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance\nof all of the Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.\n\n**Background**\n\n** **\n\nOn\nMarch 19, 2026, the Company entered into the Securities Purchase Agreement by and among the Company and the Purchasers. Pursuant to the\nSPA, the Company agreed to issue and sell Series A Convertible Preferred Stock and Warrants, with the Series A Convertible Preferred\nStock’s rights and preferences being set forth on the Certificate of Designation filed with the Secretary of State of the State\nof Nevada.\n\nThe\nPurchase Agreement contains other customary provisions including representations and warranties for the Company and the Investors, governing\nlaw, and notice.\n\n8\n\n**The\nfollowing summary of certain terms and provisions of the Series A Convertible Preferred Stock and Warrants is not complete and is subject\nto and qualified in its entirety by the provisions of the Securities Purchase Agreement and Certificate of Designation.**\n\n** **\n\n*Series\nA Preferred Stock Certificate of Designation*\n\n* *\n\nOn\nMarch 19, 2026, the Company filed a Certificate of Designation (the “Certificate of Designation”) with the Nevada\nSecretary of State designating, 25,000 shares as Series A Convertible Preferred Stock (the “Series A Preferred Stock”),\neach with a stated value of $1,000 per share (the “Stated Value”). The Certificate of Designation sets forth the rights,\npreferences and limitations of the shares of Series A Convertible Preferred Stock. Terms not otherwise defined in this item shall have\nthe meanings given in the Certificate of Designation.\n\nThe\nfollowing is a summary of the terms of the Series A Preferred Stock:\n\n*Dividends*.\nAt all times following the issuance of the Series A Preferred Stock, while shares of Series A Preferred Stock are issued and outstanding,\nholders of Series A Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series A Preferred\nStock equal (on an as-if-converted-to-Common-Stock basis and without regard to any limitations on conversion set forth herein or otherwise)\nto and in the same form as dividends (which shall be made in accordance with the terms of the Certificate of Designation) actually paid\non shares of the Company’s Common Stock (the “Common Stock”) when, as and if such dividends (which shall be\nmade in accordance with the terms of the Certificate of Designation) are paid on shares of the Common Stock.\n\n*No\nVoting Rights*. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, the Series A shall have no voting\nrights, except as required by applicable law or as expressly provided in the Certificate of Incorporation or this Series A Certificate\nof Designation and shall not be entitled to any voting rights, other than any vote required by law or the Certificate of incorporation.\n\n*Liquidation*.\nUpon any Liquidation (as defined in the Certificate of Designation), the assets of the Company available for distribution to its stockholders\nshall be distributed among the holders of the shares of the Company’s Series A Convertible Preferred Stock and Common Stock, pro\nrata based on the number of shares held by each such holder, treating for this purpose all shares of Series A Preferred Stock as if they\nhad been converted to Common Stock pursuant to the terms of the Certificate of Designation immediately prior to such Liquidation, without\nregard to any limitations on conversion set forth in the Certificate of Designation or otherwise.\n\n*Conversion*.\nSubject to the limitations set forth in the Certificate of Designation, at the option of the holder, each share of Series A Preferred\nStock shall be convertible into shares of Common Stock. The Series A Preferred Stock shall be convertible at a conversion price determined\nby dividing the stated value by the applicable conversion rate. Notwithstanding the foregoing, the holders of the Series A Preferred\nStock shall not be permitted to convert in excess of 19.99% of our total outstanding shares until stockholder approval for the Series\nA Preferred Stock is obtained. The Conversion Price is subject to adjustment in the event of stock dividends and stock splits, subsequent\nrights offerings, pro rata distributions, and fundamental transactions.\n\n**Potential\nAdverse Effects of the Approval of the Series A Stockholder Approval Provisions**\n\n** **\n\nFollowing\napproval by the stockholders of this proposal, existing stockholders will suffer dilution in their ownership interests in the future\nas a result of the potential issuance of shares of Common Stock upon conversion of the Series A Preferred Stock and exercise of the Warrants.\n\nThe\nsale into the public market of these shares could materially and adversely affect the market price of our Common Stock.\n\n**Interest\nof Certain Persons in Matters to Be Acted Upon**\n\n** **\n\nNo\ndirector or executive officer has any substantial interest, direct or indirect, by security holdings or otherwise, in this Proposal that\nis not shared by all of our other stockholders.\n\n**Nasdaq\nMarketplace Requirements and the Necessity of Stockholder Approval**\n\nThe\nCommon Stock is currently listed on Nasdaq and, as such, the Company is subject to the Nasdaq rules. Nasdaq Rule 5635(d) requires the\nCompany to obtain stockholder approval prior to the issuance of shares of Common Stock in connection with certain non-public offerings\ninvolving the sale, issuance or potential issuance by the Company of shares of Common Stock (and/or securities convertible into or exercisable\nfor shares of Common Stock) equal to 20% or more of the shares of Common Stock outstanding prior to such issuance where the price of\nthe Common Stock to be issued is below the “Minimum Price.” “Minimum Price” means a price that is the lower of:\n(i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii)\nthe average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding\nthe signing of the binding agreement. Shares of Common Stock issuable upon the exercise or conversion of warrants, options, debt instruments,\npreferred stock or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a\ntransaction in determining whether the 20% limit has been reached, except in certain circumstances such as issuing warrants that are\nnot exercisable for a minimum of six months and have an exercise price that exceeds market value.\n\n9\n\n**Vote\nrequired**\n\n** **\n\nApproval\nof Proposal No. 2 requires the affirmative vote of the majority of the votes cast on this proposal. Abstentions and broker non-votes\nare not considered votes cast and will have no effect on the outcome of Proposal No. 2.\n\nHolders\nof the Series A Preferred Stock that were purchased in the offering that was consummated on March 19, 2026, shall not be entitled to\nvote those shares purchased in that offering on Proposal 2 (i.e., the Series A Preferred Issuance Proposal). Holders that owned shares\nof common stock prior to the offering shall be entitled to vote those shares on Proposal 2, however.\n\n**OUR\nBOARD RECOMMENDS A VOTE “FOR” APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), THE ISSUANCE\nOF THE CONVERSION SHARES PURSUANT TO THE SERIES A PREFERRED STOCK, INCLUDING THE ISSUANCE OF ALL OF THE CONVERSION SHARES IN EXCESS OF\n19.99% OF THE ISSUED AND OUSTANDING COMMON STOCK ON FEBRUARY 6, 2026**\n\n**Additional\nInformation**\n\n** **\n\nThis\nsummary is intended to provide you with basic information concerning the Series A Preferred Stock. The full text of each of the form\nof the Certificate of Designation and Purchase Agreement was filed as exhibits to our Current Report on Form 8-K filed with the SEC on\nFebruary 6, and February 12, 2026, respectively.\n\n**Vote\nrequired**\n\nIf\na quorum is represented at the Special Meeting, this Proposal No. 2 will be approved with the affirmative vote of the majority of share\npresent in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the\nproposal. Because a bank, broker, dealer or other nominee may generally vote without instructions on this Proposal No. 2, we do not expect\nany broker non-votes to result for this Proposal No. 2.\n\nIf\na quorum is not represented at the Special Meeting, this Proposal No. 2 will be approved if a majority of the votes cast at the Special\nMeeting approves the proposal. In this case, abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal\nNo. 2.\n\n**Voting\nRecommendation**\n\nThe\nBoard unanimously recommends a vote “**FOR**” Proposal 2.\n\n**THE\nBOARD RECOMMENDS A VOTE “FOR” THE SERIES A PREFERRED ISSUANCE PROPOSAL.**\n\n10\n\n**PROPOSAL\nTHREE**\n\n**AMENDMENT\nTO ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK**\n\n** **\n\n**Overview\nof the Proposal**\n\n** **\n\nThe\nCompany’s Articles of Incorporation currently authorizes the Company to issue a total of 100,000,000 shares of common stock, par\nvalue $0.001 per share. The Board has unanimously approved, deems advisable and in the best interest of the Company and its stockholders,\nand is now recommending to our stockholders for approval an amendment to the Articles of Incorporation to increase the number of shares\nof common stock from 100,000,000 shares to 500,000,000 shares.\n\nIf\napproved and adopted by our stockholders at the Special Meeting, this amendment would become effective upon the filing of an Amendment\nto the Articles of Incorporation with, and its acceptance by, the Secretary of State of the State of Nevada. Such a filing is expected\nto occur promptly after stockholder approval of this proposal.\n\nNo\nother changes to the Articles of Incorporation are being proposed, and the Amendment will not modify the number of shares held by, or\nthe rights of, existing stockholders.\n\n**Reasons**\nfor the **Proposal**\n\nThe\nBoard is proposing the amendment to our Articles of Incorporation to increase the number of authorized shares of our common stock from\n100,000,000 to 500,000,000 in order to provide the Company with the ability to continue to pursue business purposes including capital-raising\ntransactions, strategic acquisitions, and future employee and director stock compensation programs.\n\nAs\nof the Record Date, 9,091,506 shares of the Company’s common stock were issued and outstanding. After giving effect to this proposed\namendment to the Articles of Incorporation, approximately [resulting available shares] shares of the Company’s common stock would\nbe authorized for issuance for such future business purposes as the Board deems advisable.\n\nThe\nCompany has no immediate arrangements, commitments, or understandings for the issuance of the proposed additional shares of the Company’s\ncommon stock other than in connection with the transactions contemplated by the Securities Purchase Agreement. The amendment to our Articles\nof Incorporation is intended to ensure that the Company will continue to have an adequate number of authorized and unissued shares of\ncommon stock for future use.\n\n11\n\nThe\nproposed increase in the number of authorized shares of our common stock would give the Company the flexibility to issue shares of our\ncommon stock for general corporate purposes. In addition, having such shares available for issuance in the future will allow shares of\nthe Company’s common stock to be issued without the expense and delay of a stockholders’ meeting or further action by stockholders,\nunless such action is required by applicable law or the rules of any stock exchange on which our common stock may then be listed.\n\n**Potential\nEffects on Existing Stockholders**\n\n** **\n\nThe\nadditional shares of Common Stock authorized by the proposed amendment, if and when issued, would have the same rights and privileges\nas the shares of common stock currently authorized. Adoption of the proposed amendment to the Articles of Incorporation alone will not\nhave any immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders.\n\nHowever,\nany issuance of additional shares of our common stock would increase the number of outstanding shares of our common stock, and (unless\nsuch issuance was pro rata among existing stockholders) our existing stockholders’ percentage ownership of our common stock would\nbe diluted accordingly. Our common stock has no preemptive rights to purchase additional shares of common stock.\n\nWe\nhave not proposed the increase in the authorized number of shares of our common stock with the intention of using the additional shares\nfor anti-takeover purposes and we do not view the proposed increase as a specific anti-takeover measure. We are not at this time aware\nof any currently pending or threatened efforts to acquire control of the Company, and we are not proposing this increase in response\nto any third-party effort to acquire control of the Company.\n\n**Vote\nRequired**\n\nIf\na quorum is represented at the Special Meeting, Proposal No. 3 will be approved by the affirmative vote of a majority of the voting power\nof the shares of Common Stock present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled\nto vote on the proposal. Because banks, brokers, dealers and other nominees may generally vote without instructions on Proposal No. 3,\nwe do not expect any broker non-votes to result for Proposal No. 3.\n\nIf\na quorum is not represented at the Special Meeting, Proposal No. 3 will be approved if a majority of the votes cast at the Special Meeting\napproves the proposal. In this case, abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal No.\n3..\n\n** **\n\n**Board\nRecommendation**\n\n** **\n\nThe\nBoard unanimously recommends a vote “**FOR**” Proposal 3.\n\n** **\n\n**THE\nBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” AN AMENDMENT TO THE ARTICLES OF INCORPORATION\nTO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100 MILLION TO 500 MILLION.**\n\n** **\n\n12\n\n**PROPOSAL\nFOUR**\n\n**ADJOURNMENT\nPROPOSAL**\n\n** **\n\n**TO\nAPPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES**\n\n** **\n\n**General**\n\nIn\naddition to the Additional Investment Right Proposal, the Share Issuance Proposal and the Authorized Common Stock Increase Proposal,\nour stockholders are also being asked to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit\nadditional proxies in favor of any or all of the foregoing proposals, if there are insufficient votes at the time of such adjournment\nto approve and adopt any or all of such proposals (the “Adjournment Proposal”).\n\nIf\nthe Adjournment Proposal is approved, the Special Meeting could be successively adjourned to another date. In addition, the Board could\npostpone the Special Meeting before it commences, whether for the purpose of soliciting additional proxies or for other reasons. If the\nSpecial Meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies\nwill be able to revoke them at any time prior to their exercise at the adjourned meeting.\n\n**Interest\nof Certain Persons in Matters to Be Acted Upon**\n\n**No\ndirector or executive officer has any substantial interest, direct or indirect, by security holdings or otherwise, in this Proposal that\nis not shared by all of our other stockholders.**\n\n** **\n\n**Vote\nRequired**\n\nIf\na quorum is represented at the Special Meeting, this Proposal No. 4 will be approved with the affirmative vote of the majority of shares\npresent in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the\nproposal. Because a bank, broker, dealer or other nominee may generally vote without instructions on this Proposal No. 4, we do not expect\nany broker non-votes to result for this Proposal No. 4.\n\nIf\na quorum is not represented at the Special Meeting, this Proposal No. 4 will be approved if a majority of the votes cast at the Special\nMeeting approves the proposal. In this case, abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal\nNo. 4.\n\n**Board\nRecommendation**\n\nThe\nBoard unanimously recommends a vote “**FOR**” Proposal 4.\n\n**OUR\nBOARD RECOMMENDS A VOTE “FOR” ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL\nPROXIES IN FAVOR OF THE ADDITIONAL INVESTMENT RIGHT PROPOSAL, SHARE ISSUANCE PROPOSAL AND AUTHORIZED COMMON STOCK INCREASE PROPOSAL IF\nTHERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL MEETING TO APPROVE AND ADOPT SUCH PROPOSALS**.\n\n**THE\nBOARD RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.**\n\n13\n\n**CARING\nBRANDS, INC.**\n\nBy:\n\n* *\n\nDr.\nGlynn Wilson\n\nChief\nExecutive Officer\n\n14"}