Caring Brands, Inc. Announces up to $11M Private Placement of Series B Preferred

What Happened

• On August 21, 2026 Caring Brands, Inc. entered into a Securities Purchase Agreement with accredited investors to sell, in a private placement, up to 11,000 shares of newly designated Series B Convertible Preferred Stock at $1,000 per share (up to $11,000,000), together with Series A and Series B common stock purchase warrants. The Company filed the Series B Certificate of Designation and amended its Series A Certificate of Designation (with a further correction filed August 25, 2026). The offering is being made under Section 4(a)(2) and Rule 506 of Regulation D and closings are expected on a rolling basis through August 28, 2026.

Key Details

• Financing terms: up to 11,000 Series B preferred shares at $1,000 each (up to $11.0M); Series A Warrants to buy up to 11,000,000 common shares at $0.825; Series B Warrants to buy up to 11,000,000 common shares at $0.95. Warrants are 5-year, immediately exercisable, with full-ratchet anti-dilution and cashless-exercise if resale registration is not effective.
• Series B preferred specifics: stated value $1,000/share; initial conversion price $0.70/share (adjustable); 8% annual dividend (cash or stock); pari passu liquidation with Series A; conversion and warrant exercises subject to a 4.99% beneficial ownership cap (9.99% if elected) and an overall Exchange Cap limiting issuance to 19.99% of outstanding common stock before shareholder approval.
• Exchange Cap & shareholder approval: aggregate shares issuable on conversion/exercise are limited to 19.99% of outstanding common stock pre-transaction unless stockholder approval is obtained; the Company will use reasonable best efforts to seek Nasdaq-required shareholder approval within 60 days of closing.
• Registration rights and remedies: Company must file a registration statement covering resale of shares issuable upon conversion/exercise within 30 trading days of closing and use best efforts to have it effective within 60 calendar days (90 if SEC full review). Missed filing/effectiveness deadlines can trigger liquidated damages of 1.0% per month of an investor’s purchase price, capped at 6.0%.

Why It Matters

• This transaction provides Caring Brands near-term financing (up to $11M) but creates potential dilution for existing shareholders through convertible preferred shares and a large number of warrants. Conversion/ exercise is limited by ownership caps and an Exchange Cap pending shareholder approval, which will affect how much immediate dilution can occur.
• The registration rights mean investors will push for resale liquidity (and the Company faces monetary penalties if it fails to meet filing/timeliness obligations). The Company’s covenants restricting certain other equity financings and stock splits while these securities remain outstanding may limit additional capital-raising flexibility in the short term.