Caring Brands, Inc. filed a current report with the SEC on October 22, 2026, disclosing amendments to its Series A and Series B Convertible Preferred Stock certificates of designation and to its PIPE warrants, each establishing minimum price floors effective as of September 2026.

Key Highlights

  • Series A Floor Price: A minimum conversion price of $0.16 per share of Common Stock was established for the Series A Convertible Preferred Stock, effective September 22, 2026.
  • Series B Floor Price: A floor price of $0.266 per share was added to the Series B Convertible Preferred Stock certificate of designation, effective September 30, 2026, equal to 20% of $1.33, the Nasdaq Minimum Price on August 20, 2026.
  • PIPE Warrant Floor: An exercise-price floor of $0.266 per share was established for both Common Stock Purchase Warrants A and B, with stated initial exercise prices of $0.825 and $0.95 per share, respectively, remaining unchanged.
  • Nasdaq Connection: According to the filing, the Series B and Warrant Amendments "are intended to address requirements communicated by Nasdaq in connection with its review of the PIPE and related accounting considerations."
  • Emerging Growth Company: Caring Brands, Inc. is identified in the filing as an emerging growth company listed on NASDAQ:CABR.
  • Floor Cannot Be Waived: The filing states the floor prices cannot be waived and may only be reduced or eliminated with required approvals and, while the Common Stock is listed on Nasdaq, Nasdaq's prior written approval.

Floor Price Amendments Across Preferred Stock Series and PIPE Warrants

According to the filing, Caring Brands, Inc. (NASDAQ:CABR), a Nevada corporation headquartered in Fort Pierce, Florida, disclosed three coordinated amendments affecting its capital structure. The Series A Amendment, filed with the Nevada Secretary of State on October 16, 2026, and effective September 22, 2026, establishes a $0.16 per share minimum conversion price for the Series A Convertible Preferred Stock. The filing states this floor overrides any adjustment, reset, or modification that would otherwise reduce the conversion price below that level.

The Series B Amendment was filed with the Nevada Secretary of State on October 21, 2026, and became effective September 30, 2026. It adds Section 5(l) to the Series B Certificate of Designation, which was originally filed on August 21, 2026. The filing states the $0.266 per share Series B Floor Price applies to anti-dilution adjustments under Section 5(f), including those based on a new issuance price or the lowest VWAP during the applicable five-Trading-Day period. The filing notes the floor equals 20% of $1.33, described as "the Nasdaq Minimum Price on August 20, 2026 which was the date of the issuance."

Concurrent with the Series B Amendment, the company amended its Common Stock Purchase Warrants A and Warrants B issued under its existing Series B private placement. The Warrant Amendments, operative as of September 30, 2026, add Section 2(g) to each PIPE Warrant and prohibit any adjustment that would reduce the exercise price below the $0.266 floor. The filing notes that the amendments "may reduce the shares issuable upon exercise compared with the unamended terms" and that excess shares calculated using a price below the floor are not owed to holders. The filing further states the amendments do not themselves assure any particular accounting classification or Nasdaq determination.

What Was Disclosed

Caring Brands, Inc. disclosed amendments establishing minimum price floors for its Series A Convertible Preferred Stock at $0.16 per share, its Series B Convertible Preferred Stock at $0.266 per share, and its PIPE warrants at $0.266 per share, all in connection with Nasdaq's review of the company's Series B private placement.