Caring Brands, Inc. Announces Private Sale of Series B Preferred and Warrants

What Happened

• Caring Brands, Inc. filed an 8-K on September 1, 2026 reporting the initial closing of a previously announced private placement. The Company issued and sold 4,600 shares of Series B Convertible Preferred Stock at $1,000 per share, plus Series A and Series B common stock purchase warrants, for aggregate gross proceeds of $4,600,000.
• The 4,600 Series B preferred shares are initially convertible into an aggregate of 6,571,428 shares of common stock at an initial conversion price of $0.70 per share (subject to adjustment and ownership limits). The Company also issued Series A Warrants to buy up to 4,600,000 common shares at $0.825 per share and Series B Warrants to buy up to 4,600,000 common shares at $0.95 per share.
• Separately, the Company filed an amended Series A Certificate of Designation that removed the Series A preferred stockholders’ “redemption upon triggering event” right. As a result of the closing and that charter change, the Company expects reported stockholders’ equity of approximately $5.85 million as of September 1, 2026.

Key Details

• Initial closing date: September 1, 2026; proceeds from initial closing: $4,600,000 (before expenses).
• Securities issued: 4,600 shares Series B Convertible Preferred; Series A Warrants for up to 4,600,000 common shares (exercise $0.825); Series B Warrants for up to 4,600,000 common shares (exercise $0.95).
• Conversion mechanics: Series B preferred initially convertible into 6,571,428 common shares at $0.70 per share, subject to adjustment, an Exchange Cap and beneficial ownership limits.
• Additional subscriptions: $4,400,000 in executed subscriptions are pending clearing (expected to fund issuance of 4,400 more Series B shares and corresponding warrants on or before Sept 4, 2026), but additional closings are not guaranteed. Offering relied on Section 4(a)(2) and Rule 506(b); investors are accredited.

Why It Matters

• Financing and liquidity: The private placement provides immediate cash (initial $4.6M) for working capital and general corporate purposes, which can support operations or strategic steps in the near term.
• Dilution potential: The preferred conversion and large number of warrants create substantial potential future dilution to common shareholders if converted/exercised (millions of common shares could be issued subject to limits and adjustments).
• Balance-sheet impact: Removal of the Series A redemption right reduces a potential liability for the Company and contributed to the reported stockholders’ equity increase to about $5.85M as of Sept 1, 2026.
• Uncertainty remains: Additional closings are expected but not assured, and the issued securities are unregistered (restricted) and were sold only to accredited investors under a regulation D exemption.