UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ______ to ______

Commission File Number: 001-42941

CARING BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada		99-4103908
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

130 S Indian River Dr.

Suite 202 pbm# 1232

Fort Pierce, FL 34950

(Address of principal executive offices)(Zip code)

(561) 896-7616

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CABR		NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non- accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of May 11, 2026 was 9,091,506 shares.

Caring Brands, Inc.

Form 10-Q

For the Quarter ended March 31, 2026

Table of Contents

PART I. FINANCIAL INFORMATION	1
Item 1. Financial statements (unaudited)	1
Condensed consolidated balance sheets	1
Condensed consolidated statements of operations	2
Condensed consolidated statements of mezzanine Equity and stockholders’ deficit	3
Condensed consolidated statements of cash flows	4
Notes to condensed consolidated financial statements (unaudited)	5
Item 2. Management’s discussion and analysis of financial condition and results of operations	17
Item 3. Quantitative and qualitative disclosures about market risk	21
Item 4. Controls and procedures	22
PART II. OTHER INFORMATION	23
Item 1. Legal proceedings	23
Item 1A. Risk factors	23
Item 2. Unregistered sales of equity securities and use of proceeds	23
Item 3. Defaults upon senior securities	24
Item 4. Mine safety disclosures	24
Item 5. Other information	24
Item 6. Exhibits	24
SIGNATURES	24

	March 31, 2026			December 31, 2025

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,033,438		$	2,189,232
Inventory, net		12,807			12,807
Prepaid expenses and other current assets		125,504			124,779
TOTAL CURRENT ASSETS		2,171,749			2,326,818

NON-CURRENT ASSETS
TOTAL NON-CURRENT ASSETS		-			-

TOTAL ASSETS	$	2,171,749		$	2,326,818

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable		373,020			170,351
Accrued expenses and other current liabilities		11,453			6,493
TOTAL CURRENT LIABILITIES		384,473			176,844

NON CURRENT LIABILITIES
Long-term debt, net		-			58,650
TOTAL NON CURRENT LIABILITIES		-			58,650

TOTAL LIABILITIES	$	384,473		$	235,494

COMMITMENTS AND CONTINGENCIES (Note 8)		-			-

MEZZANINE EQUITY
Series A Convertible Redeemable preferred stock, $0.001 par value, 4,000 shares and 0 shares authorized as of March 31, 2026 and December 31, 2025, respectively, 3,789 shares and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		3,789,474			-
TOTAL MEZZANINE EQUITY		3,789,474			-

STOCKHOLDERS’ DEFICIT
Preferred stock, par value of $0.001 per share; 1,000,000 shares authorized, no shares issued and outstanding	$	-		$	-
Common stock, par value of $0.001 per share; 100,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 8,841,506, and 14,761,925 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively *		8,842			14,762
Additional paid-in capital		6,601,658			9,135,341
Common stock payable		537,560			83,003
Subscription receivable		(800	)		(800	)
Accumulated deficit		(9,149,458	)		(7,140,982	)
TOTAL STOCKHOLDERS’ DEFICIT		(2,002,198	)		2,091,324

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	$	2,171,749		$	2,326,818

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025

Revenue	$	-		$	1,469
Cost of revenue		-			678
Gross profit		-			791

Selling, general and administrative expenses		88,536			30,159
Payroll expense		1,100,700			367,033
Professional service fees		532,263			67,942
Depreciation and amortization		-			75,000
Total operating expenses		1,721,499			540,134

Operating loss		(1,721,499	)		(539,343	)

Other income (loss)		12			1,000
Interest income (expense), net		(286,989	)		(427	)
Total other income (expense)		(286,977	)		573

Net loss	$	(2,008,476	)	$	(538,770	)

Accretion to redeemable preferred equity	$	1,844,607		$	-

Net Loss attributable to common stockholders	$	(3,853,083	)	$	(538,770	)

Net loss per share attributable to common stockholders - basic	$	(0.27	)	$	(0.04	)
Net loss per share attributable to common stockholders - diluted	$	(0.27	)	$	(0.04	)

Weighted average shares outstanding - basic		14,447,328			13,215,556
Weighted average shares outstanding - diluted		14,447,328			13,215,556

	Shares		Amount		Shares			Amount			Capital			payable			Receivable			deficit			Equity
											Additional			Common									Total
	Mezzanine Equity				Common Stock						Paid-in			stock			Subscription			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital			payable			Receivable			deficit			Equity
Balance, December 31, 2024		-		-		13,110,000			13,110			4,541,057			-			-			(862,791	)		3,691,376
Restricted stock-based compensation		-		-		225,000			225			224,775			-			-			-			225,000
Net loss		-		-		-			-			-			-			-			(538,770	)		(538,770	)
Balance, March 31, 2025		-		-		13,335,000			13,335			4,765,832			-			-			(1,401,561	)		3,377,606

Balance, December 31, 2025		-		-		14,761,925			14,762			9,135,341			83,003			(800	)		(7,140,982	)		2,091,324
Balance		-		-		14,761,925			14,762			9,135,341			83,003			(800	)		(7,140,982	)		2,091,324
Share issued for debt conversion		-		-		299,581			300			350,067			-			-			-			350,367
Share issued for common stock payable		-		-		30,000			30			59,970			(60,000	)		-			-			-
Common stock payable for services and settlements		-		-		-			-			-			514,557			-			-			514,557
Repurchase and cancellation of common stock from related parties		-		-		(6,250,000	)		(6,250	)		(3,068,750	)		-			-			-			(3,075,000	)
Stock-based compensation loss on stock repurchased from related parties		-		-		-			-			137,500			-			-			-			137,500
Restricted stock-based compensation, net		-		-		-			-			288,015			-			-			-			288,015
Stock option compensation		-		-		-			-			28,957			-			-			-			28,957
Warrants proceeds allocated to Series A Convertible Redeemable preferred stock		-		-		-			-			1,525,133			-			-			-			1,525,133
Dividends on Series A preferred stock		-		-		-			-			(9,968	)		-			-			-			(9,968	)
Proceeds allocated to Series A Preferred Stock		3,789		1,944,867		-			-			-			-			-			-			-
Accretion to redemption value		-		1,844,607		-			-			(1,844,607	)		-			-			-			(1,844,607	)
Net loss		-		-		-			-			-			-			-			(2,008,476	)		(2,008,476	)
Balance, March 31, 2026		3,789		3,789,474		8,841,506			8,842			6,601,658			537,560			(800	)		(9,149,458	)		(2,002,198	)
Balance		3,789		3,789,474		8,841,506			8,842			6,601,658			537,560			(800	)		(9,149,458	)		(2,002,198	)

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025

Cash flows from operating activities:
Net loss	$	(2,008,476	)	$	(538,770	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		-			75,000
Amortization of debt discounts		141,350			-
Stock-based compensation		969,029			-
Shares issued for services		-			225,000
Changes in operating assets and liabilities:
Inventory, net		-			251
Prepaid expenses and other current assets		(725	)		(23,205	)
Accounts payable		202,669			28,809
Accrued expenses and other current liabilities		145,359			(8,859	)
Net cash used in operating activities		(550,794	)		(241,774	)

Cash flows from financing activities:
Proceeds from PIPE financing		3,470,000			-
Repurchase of common stock from related parties		(3,075,000	)		-
Net cash provided by financing activities		395,000			-

Net change in cash and cash equivalents		(155,794	)		(241,774	)

Cash and cash equivalents, beginning of period		2,189,232			468,998

Cash and cash equivalents, end of period	$	2,033,438		$	227,224

Non-cash investing and financing activities:
Accretion to redeemable preferred equity	$	1,844,607		$	-
Common share payable issued	$	60,000		$	-
Share issued for debt conversion	$	350,367		$	-
Dividends accrued on Series A Convertible Preferred Stock	$	9,968		$	-

	Estimated useful life	Gross carrying amount		Accumulated amortization			Impairment Loss			Net carrying amount
Intellectual property - license	10 years	$	3,000,000	$	(450,000	)	$	(2,550,000	)	$	-
Total intangibles		$	3,000,000	$	(450,000	)	$	(2,550,000	)	$	-

	March 31, 2026		December 31, 2025
Accrued payroll and payroll taxes	$	1,485	$	1,749
Accrued interest		-		4,744
Accrued dividend		9,968		-
Total	$	11,453	$	6,493

	March 31, 2026		December 31, 2025
Term loan	$	-	$	200,000
Total debt		-		200,000
Less: deferred financing fee		-		(141,350	)
Total debt, net of issuance costs		-		58,650
Less: current portion		-		-
Long-term portion of debt	$	-	$	58,650

	●	Series A preferred stock: 9,498,605 shares (See Note 10)
	●	Common stock payable: 550,000 shares (See Note 10)
	●	Warrants: 11,813,685 shares (See Note 10)
	●	Stock options: 175,000 shares (See Note 10)
	●	Restricted stock units(“RSUs”): 522,592 shares

	2026			2025
	For the Three Months Ended March 31,
	2026			2025
NUMERATOR:
Net loss	$	(2,008,476	)	$	(538,770	)
Accretion to redeemable preferred equity		1,844,607			-
Net loss attributable to common stockholders	$	(3,853,083	)	$	(538,770	)
Adjustments:
Net loss attributable to common stockholders	$	(3,853,083	)	$	(538,770	)
DENOMINATOR:
Weighted average number of common shares outstanding – Basic and Diluted *		14,447,328			13,215,556
LOSSES PER SHARE:
Basic net loss per common share	$	(0.27	)	$	(0.04	)

Diluted net loss per common share	$	(0.27	)	$	(0.04	)

	●	During the three months ended March 31, 2026, the Company issued 299,581 shares of common stock to Greentree Financial Group, Inc. upon full conversion of the convertible promissory note originally dated August 6, 2025, $2.00 per share for principal of $200,000 and fees of $1,500. Guaranteed interest of $148,867 was converted at the alternate conversion price of $0.7487 calculated as 90% of the lowest VWAP of the Common Stock during the five consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice. The conversion prices were within the contractual terms of the note agreement. The conversion resulted in the full extinguishment of the outstanding obligation, including principal of $200,000 and guaranteed interest of $148,867. The aggregate carrying value of $350,367 settled was credited to stockholders’ equity, consisting of common stock at par value of $300 and additional paid-in capital of $350,067, resulting in the complete settlement of the related debt with no gain or loss recognized on conversion.
	●	On March 24, 2026, the Company issued 30,000 shares of common stock to settle previously recognized stock payable related to consulting services incurred during the year ended December 31, 2025.

		Useful Life
Intellectual Property		10 years

	●	Under the first agreement, 30,000 shares were committed with a total fair value of $60,000. These shares were issued on March 24, 2026 as a settlement of stock payable the amount of $60,000. Under the second agreement, 300,000 shares were committed with a total fair value of $258,780. As of March 31, 2026, all 300,000 shares were payable and the full fair value has been recognized as common stock payable.
	●	On September 4, 2025, the Company entered into an employment agreement with Mr. Tyler Moore, who served as the Company’s Chief Financial Officer until his resignation on January 5, 2026. Pursuant to the employment agreement, the Company committed to deliver 150,000 shares of the Company’s common stock as equity compensation, and accordingly recognized $186,000 of stock-based compensation, recorded as common stock payable, representing the estimated fair value of the shares on the commitment date. Following his resignation, disputes arose between the parties regarding Mr. Moore’s equity compensation entitlement under the employment agreement. Subsequent to the balance sheet date, on May 1, 2026, the Company entered into a Settlement Agreement and General and Mutual Release with Mr. Moore to resolve all disputes relating to his equity compensation entitlement. Pursuant to the settlement, the Company agreed to deliver 150,000 freely tradeable shares of common stock to Mr. Moore as full and final settlement of all compensation obligations, with both parties executing a mutual general release of all claims.
	●	On April 30, 2026, the Company entered into a Settlement Agreement and General and Mutual Release (the “Settlement Agreement”) with D. Boral Capital (“D. Boral”). The Settlement Agreement resolves disputes arising from the Company’s completion of a private placement of its Series A Preferred Stock on March 19, 2026, which violated certain lock-up restrictions under the Underwriting Agreement dated November 12, 2025, prohibiting the Company from offering any of its securities for sale prior to May 12, 2026. Pursuant to the Settlement Agreement, the Company agreed to issue to D. Boral 100,000 shares of the Company’s common stock and to pay $100,000 in cash, in full and final satisfaction of any payment, stock issuance, or other compensation that may be owed to D. Boral under the Underwriting Agreement or otherwise. In consideration of such issuance and payment, D. Boral irrevocably and unconditionally released, acquitted, and forever discharged the Company and its principals from any and all claims, demands, rights, and causes of action. Because the shares and cash represent compensation for a contractual breach that occurred on March 19, 2026, the Company determined that date to be the measurement date for the shares. The fair value of the 100,000 shares on March 19, 2026 was $92,780. As of the period end, the shares had not yet been issued, and the corresponding obligation has been recorded as common stock payable.
	●	On December 23, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Genesis One Holdings, LLC (“Genesis One” or the “Consultant”) for consulting services to be provided to the Company over a term of 90 days. As compensation for such services, the Consultant is entitled to receive 100,000 shares of the Company’s common stock per month as a fully paid engagement fee, together with a cash fee of $100,000 per month. On December 29, 2025, the Company paid the first monthly cash instalment of $100,000 and recorded the related stock-based compensation and consulting expense. During the three months ended March 31, 2026, the Company recognized $200,000 in cash consulting fees, accrued in accounts payable, and $235,777 in stock-based compensation representing the fair value of shares earned during the period. As of March 31, 2026, the shares had not yet been issued and the corresponding obligation has been recorded as common stock payable.

	●	200,000 warrants issued to Greentree Financial Group Inc. on August 6, 2025, with an exercise price of $4.00 per share and a term of five years. The warrants were valued at $155,154 with a relative fair value of $74,267 recorded as a discount on the convertible note and additional paid in capital; and
	●	30,000 warrants issued to D. Boral Capital LLC on November 14, 2025, with an exercise price of $4.00 per share and a term of five years. The warrants were valued at $10,260 and netted with additional paid in capital as offering costs on the IPO.

●	Stock Price - $0.93 - $1.75
●	Exercise Price - $0.40 - $4.00
●	Volatility – 72.30% - 76.18%
●	Term –5 years
●	Risk Free Rate of Return – 3.74% - 3.88%

●	Stock Price - $1.13
●	Exercise Price - $1.13- $1.243
●	Volatility – 84.77% - 86.71%
●	Expected Term – 2.5 – 2.75 years
●	Risk Free Rate of Return – 3.54% - 3.55%

	March 31, 2026			December 31, 2025
Deferred Tax Asset	$	1,717,928		$	1,499,644
Valuation Allowance		(1,717,928	)		(1,499,644	)
Net Deferred Tax Asset	$	-		$	-

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025

Summary Statement of Operations Data
Revenue	$	-		$	1,469
Cost of revenue		-			678
Gross profit (loss)		-			791
Total operating expenses		1,721,499			540,134
Operating loss		(1,721,499	)		(539,343	)
Other income		12			1,000
Interest income (expense)		(286,989	)		(427	)
Total other income (expense)		(286,977	)		573
Net loss	$	(2,008,476	)	$	(538,770	)

Accretion to redeemable preferred equity	$	1,844,607		$	-

Net Loss attributable to common stockholders	$	(3,853,083	)	$	(538,770	)

Net loss per share attributable to common stockholders:
Net loss per share attributable to common stockholders - basic	$	(0.27	)	$	(0.04	)
Net loss per share attributable to common stockholders - diluted	$	(0.27	)	$	(0.04	)

Weighted average shares outstanding:
Weighted average shares outstanding - basic and diluted *		14,447,328			13,215,556

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025
Net cash (used in) provided by:
Net cash used in operating activities	$	(550,794	)	$	(241,774	)
Net cash provided by financing activities	$	395,000		$	-

Net change in cash and cash equivalents	$	(155,794	)	$	(241,774	)

	●	$3,470,000 in gross proceeds from the issuance of Series A Convertible Redeemable Preferred Stock (PIPE Financing), and
	●	$(3,075,000) for the repurchase of 6,250,000 shares of common stock.

	●	The Company’s system of internal controls failed to identify multiple journal entries that were identified by the Company’s external auditor.
	●	The Company has no formal control process related to the identification and approval of related party transactions.

Exhibit Number		Exhibit Description

3.1		Amendment to the Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 31, 2026).
3.2		Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 24, 2026).
10.1		License Agreement, dated December 31, 2025, by and between the Company and Itonis Pharmaceuticals (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 5, 2026)
10.2		Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 24, 2026).
10.3		Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on March 24, 2026).
10.4		Form of Share Redemption Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on March 24, 2026).
31.1*		Certification of the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2*		Certification of the Interim Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1**		Certification of the Chief Executive Officer and Interim Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	Caring Brands, Inc.

Date: May 12, 2026	By:	/s/ Glynn Wilson
		Dr. Glynn Wilson
		Chief Executive Officer
		(Principal Executive Officer)

Date: May 12, 2026	By:	/s/ Brian S John
		Brian S John
		Interim Chief Financial Officer and Chairman
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Caring Brands Inc.