Caring Brands, Inc. filed a Form S-1 registration statement on October 27, 2026, covering the resale of up to 24,513,943 shares of common stock by selling stockholders.

Key Highlights

  • Total shares registered: Up to 24,513,943 shares of common stock, par value $0.001 per share, are covered by this resale registration.
  • Series B Preferred Stock: 10,214,143 shares underlie 7,149.9 outstanding shares of Series B Convertible Preferred Stock, based on a $1,000 stated value per preferred share and an original conversion price of $0.70 per share.
  • Series A Warrants: 7,149,900 shares underlie Common Stock Purchase Warrants A, with an original exercise price of $0.825 per share.
  • Series B Warrants: 7,149,900 shares underlie Common Stock Purchase Warrants B, with an original exercise price of $0.95 per share.
  • No proceeds to company: The company disclosed it will not receive any proceeds from resales by the selling stockholders or from conversion of the Series B Preferred Stock; proceeds from Warrant exercises, if any, would accrue only if exercised for cash.
  • Last reported share price: On October 21, 2026, the last reported sale price of the company's common stock was $1.05 per share, according to the filing.
  • Company classification: Caring Brands, Inc. is classified as a non-accelerated filer, smaller reporting company, and emerging growth company under applicable SEC rules.

Caring Brands S-1: Series B Preferred Stock and Warrant Resale Registration

Caring Brands, Inc. (NASDAQ:CABR), headquartered at 130 S Indian River Drive, Suite 202 pbm# 1232, Fort Pierce, FL 34950, filed a preliminary Form S-1 registration statement dated October 27, 2026. The filing registers up to 24,513,943 shares of common stock for potential resale by identified selling stockholders, stemming from a Series B private placement transaction.

According to the filing, the 24,513,943 shares consist of three components: 10,214,143 shares underlying 7,149.9 outstanding shares of Series B Convertible Preferred Stock (calculated using the $1,000 stated value per preferred share and the original $0.70 conversion price, rounded up to a whole share); 7,149,900 shares underlying Series A Warrants at an original exercise price of $0.825 per share; and 7,149,900 shares underlying Series B Warrants at an original exercise price of $0.95 per share. The filing notes that conversion and exercise prices are subject to adjustment.

The filing references an October 9, 2026 Letter Agreement and Consent and a Series B certificate amendment filed on October 21, 2026, both described under the "Series B Private Placement" and "Description of Securities" sections of the prospectus. The company disclosed that if subsequent adjustments result in additional registrable securities exceeding the shares registered, it will file an additional resale registration statement as required by its Registration Rights Agreement. Selling expenses such as discounts, concessions, and commissions will be borne by the selling stockholders, while the company will pay other registration-related expenses.

What Was Disclosed

Caring Brands, Inc. filed a preliminary S-1 registration statement on October 27, 2026, to register 24,513,943 shares for resale by selling stockholders, arising from Series B Convertible Preferred Stock and two series of common stock purchase warrants.