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Registration\nNo. 333-

UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

Washington,\nD.C. 20549

FORM\nS-1

REGISTRATION\nSTATEMENT UNDER THE SECURITIES ACT OF 1933

Caring\nBrands, Inc.

(Exact\nname of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Nevada

2844

99-4103908

(State\n or other jurisdiction of

incorporation\n or organization)

(Primary\n Standard Industrial

Classification\n Code Number)

(I.R.S.\n Employer

Identification\n No.)

130\nS Indian River Drive,

Suite\n202 pbm# 1232,

Fort\nPierce, FL 34950

Telephone:\n(561) 896-7616

(Address,\nincluding zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr.\nGlynn Wilson

Chief\nExecutive Officer

Caring\nBrands, Inc.

130\nS Indian River Drive,

Suite\n202 pbm# 1232,

Fort\nPierce, FL 34950

Telephone:\n(561) 896-7616

(Name,\naddress, including zip code, and telephone number, including area code, of agent for service)

Copies\nto:

Gregory\nSichenzia, Esq.

Arthur\nS. Marcus, Esq.

Sichenzia\nRoss Ference Carmel LLP

1185\nAvenue of the Americas

New\nYork, NY 10036

(212)\n653-8700

Approximate\ndate of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If\nany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the\nSecurities Act of 1933 check the following box. ☒

If\nthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the\nfollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same\noffering. ☐

If\nthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the\nSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If\nthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the\nSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate\nby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,\nor an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller\nreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The\nregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the\nregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective\nin accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date\nas the Commission, acting pursuant to said Section 8(a), may determine.

The\ninformation in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement\nfiled with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities\nnor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

\n \n \n \n \n

Preliminary\n Prospectus

Subject\n To Completion

Dated\n October 27, 2026

$\"\"$

24,513,943\nShares of Common Stock

This\nprospectus relates to the resale or other disposition from time to time by the selling stockholders identified herein (the “Selling\nStockholders”) of up to 24,513,943 shares of common stock, par value $0.001 per share (“Common Stock”), of Caring\nBrands, Inc. (the “Company”). The shares consist of (i) 10,214,143 shares underlying 7,149.9 outstanding shares\nof our Series B Convertible Preferred Stock (the “Series B Preferred Stock”), calculated using the $1,000 stated value per\npreferred share and the original $0.70 conversion price, rounded up to a whole share; (ii) 7,149,900 shares underlying Common\nStock Purchase Warrants A (the “Series A Warrants”), with an original exercise price of $0.825 per share; and (iii) 7,149,900\nshares underlying Common Stock Purchase Warrants B (the “Series B Warrants” and, together with the Series A Warrants, the\n“Warrants”), with an original exercise price of $0.95 per share. The conversion and exercise prices are subject to\nadjustment. The October 9, 2026 Letter Agreement and Consent and the Series B certificate amendment filed on October 21, 2026 are described\nunder “Series B Private Placement” and “Description of Securities.” The registration amount is based on the original\nconversion price and unadjusted Warrant share counts. If subsequent adjustments result in additional Registrable Securities exceeding\nthe shares registered here, we will file an additional resale registration statement as required by the Registration Rights Agreement.

We\nwill not receive any proceeds from resales by the Selling Stockholders or from conversion of the Series B Preferred Stock. We may receive\ncash upon exercise of the Warrants; we will receive no exercise proceeds to the extent the Warrants are exercised on a cashless basis.

The\nSelling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in a number of different ways and at\nvarying prices. We provide more information about how the Selling Stockholder may sell or otherwise dispose of the Common Stock covered\nby this prospectus in the section entitled “Plan of Distribution” on page 61 of this prospectus. For information on\nthe Selling Stockholder, see the section entitled “Selling Stockholder” on page 24 of this prospectus. Discounts,\nconcessions, commissions and similar selling expenses attributable to the sale of Common Stock covered by this prospectus will be borne\nby the Selling Stockholder. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating\nto the registration of the Common Stock with the Securities and Exchange Commission, or the SEC.

Our\ncommon stock is listed on The Nasdaq Capital Market under the symbol “CABR.” On October 21, 2026, the last reported\nsale price of our common stock was $1.05 per share.

We\nmay amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire\nprospectus and any amendments or supplements carefully before you make your investment decision.

We\nare an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commission\n(“SEC”) rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus\nand future filings. See the discussions in the section titled “Summary – Implications of Being an Emerging Growth Company\nand a Smaller Reporting Company.”

Investing\nin our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section entitled\n“Risk Factors” beginning on page 5 of this prospectus, and under similar headings in any amendments or supplements to this\nprospectus.

Neither\nthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed\nupon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The\ndate of this prospectus is , 2026.

TABLE\nOF CONTENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

ABOUT THIS PROSPECTUS	ii
MARKET AND INDUSTRY DATA	ii
TRADEMARKS, SERVICE MARKS AND TRADE NAMES	iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii
PROSPECTUS SUMMARY	1
THE OFFERING	4
RISK FACTORS	5
USE OF PROCEEDS	23
SERIES B PRIVATE PLACEMENT	23
SELLING STOCKHOLDERS	25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
BUSINESS	35
MANAGEMENT	49
EXECUTIVE COMPENSATION	55
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	59
PRINCIPAL SECURITYHOLDERS	62
DESCRIPTION OF SECURITIES	62
PLAN OF DISTRIBUTION	67
LEGAL MATTERS	68
EXPERTS	68
WHERE YOU CAN FIND MORE INFORMATION	68
INDEX TO FINANCIAL STATEMENTS	F-1

ABOUT\nTHIS PROSPECTUS

You\nmay only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide\nyou with information different from, or in addition to, that contained in this prospectus. This prospectus does not constitute an offer\nto sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does\nnot constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation\nis unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances,\ncreate any implication that there has been no change in our affairs since the date of this prospectus. For investors outside the United\nStates: Neither we nor the selling stockholders have done anything that would permit this offering or possession or distribution of this\nprospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United\nStates who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering\nof the shares of common stock and the distribution of this prospectus outside the United States.

Unless\nthe context otherwise requires, “we,” “us,” “our,” “registrant,” or “Registrant,”\n“CB,” “Caring Brands,” and the “Company” refer to Caring Brands, Inc., a Nevada corporation, and\nits consolidated subsidiaries.

MARKET\nAND INDUSTRY DATA

This\nprospectus contains statistical data, estimates and information concerning our industry, including market position and the size and growth\nrates of the markets in which we participate, that are based on independent industry publications and reports or other publicly available\ninformation, as well as other information based on our internal sources. Although we believe the market and industry data included in\nthis prospectus are reliable and are based on reasonable assumptions, these data involve many assumptions and limitations, and you are\ncautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained\nin these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due\nto a variety of factors, including those described in the sections entitled “Risk Factors” and “Cautionary\nNote Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed\nin these publications and reports.

Certain\ninformation included in this prospectus concerning our industry and the markets served by us, including our market share, is also based\non our good-faith estimates derived from our management’s knowledge of the industry and other information currently available to\nus.

TRADEMARKS,\nSERVICE MARKS AND TRADE NAMES

We\nhave proprietary rights to trademarks used in this prospectus that are important to our business that are to be subject to prosecution\nbefore the respective national intellectual property organizations responsible for trademark registration. Solely for convenience, the\ntrademarks, service marks and trade names referred to in this prospectus are without the ®, ™ and other similar symbols, but\nthe absence of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable\nlaw, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

This\nprospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing\nin this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’\ntrademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.

CAUTIONARY\nNOTE REGARDING FORWARD-LOOKING STATEMENTS

This\nprospectus contains forward-looking statements that are based on our management’s beliefs, expectations, and assumptions and on\ninformation currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking\nstatements are contained in, but not limited to, the sections entitled “Risk Factors,” “Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements\nrelate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that\nmay cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels\nof activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include,\nbut are not limited to, statements about:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	our\n goal and strategies;

	●	our\n future business development, financial condition and results of operations;

	●	expected\n changes in our revenue, costs or expenditures;

	●	growth\n of and competition trends in our industry;

	●	our\n expectations regarding demand for, and market acceptance of, our products;

	●	our\n expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate;

	●	fluctuations\n in general economic and business conditions in the markets in which we operate; and

	●	relevant\n government policies and regulations relating to our industry.

The\nforward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments\nand their potential effects on our business. There can be no assurance that future developments affecting our business will be those\nthat we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)\nor other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these\nforward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled\n“Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties\nemerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk\nfactors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from\nthose contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the\nassumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

The\nforward-looking statements made by us in this prospectus speak only as of the date of this prospectus. Except to the extent required\nunder the federal securities laws and rules and regulations of the Securities and Exchange Commission (“SEC”), we disclaim\nany obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made\nor to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events\nor results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking\nstatements.

iii

PROSPECTUS\nSUMMARY

The\nfollowing summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain\nall of the information you should consider before investing in our securities. You should read this entire prospectus carefully, including\nthe sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related\nnotes included elsewhere in this prospectus, before making an investment decision.

Company\nOverview

We\nare a wellness consumer products company. We offer several over-the-counter (OTC) and cosmetic consumer products. Our product pipeline\nincludes a diverse range of products, such as hair loss treatments, eczema and psoriasis treatments, vitiligo solutions, a jellyfish\nsting protective suncare line, and women’s sexual wellness products, catering to diverse health and wellness needs. Our method\nof operation ensures that (1) the mechanism of action of all products is established, (2) efficacy is determined through controlled clinical\ntrials, (3) products are protected by issued and filed patents, and (4) products have acceptable commercial stability.

As\nof June 30, 2026, we were authorized to issue 100,000,000 shares of common stock, par value $0.001 per share. On July 9, 2026, stockholders\napproved an increase in that authorization to 500,000,000 shares, which becomes effective upon the filing and effectiveness of the corresponding\namendment to our articles of incorporation with the Nevada Secretary of State. As of October 22, 2026, we had 10,468,226\nshares of common stock outstanding .

We\nhad nominal revenues and a loss of $6,278,191 for the year ended December 31, 2025 and nominal revenues and a net loss of $1,517,431\nfor the year ended December 31, 2024. For the six months ended June 30, 2026, we had no revenue and a net loss of $2,647,202, compared\nwith revenue of $3,056 and a net loss of $1,199,353 for the six months ended June 30, 2025. At June 30, 2026, cash and cash equivalents\nwere $1,820,365 and stockholders’ deficit was $2,707,709. See “Management’s Discussion and Analysis of Financial Condition\nand Results of Operations.”

Recent\nDevelopments

On April\n7, 2026, Nasdaq notified the Company that it did not satisfy the $2.5 million minimum stockholders’ equity\nrequirement for continued listing on the Nasdaq Capital Market. Nasdaq denied the Company’s compliance plan and issued\na delisting determination on July 15, 2026, which the Company appealed. Following completion of the Series B financing,\nthe Company submitted information to Nasdaq reflecting preliminary, unaudited pro forma stockholders’ equity of $8,220,419\nas of August 31, 2026, giving effect to the completed financing transactions as if they had occurred on that date. This\nestimate remains subject to final accounting and review and does not represent actual reported stockholders’\nequity as of that date. Although management believes the financing has addressed the previously identified stockholders’\nequity deficiency, the Company has not received formal written confirmation from Nasdaq that it has regained compliance. Accordingly,\nthere can be no assurance that Nasdaq will determine that the Company has regained compliance or that the Company’s common stock\nwill continue to be listed on the Nasdaq Capital Market.

Series\nB Financing

Under\nthe Securities Purchase Agreement dated August 21, 2026, we completed an initial closing on September 1, 2026 and a subsequent closing\non September 11, 2026. The Company raised gross proceeds of $4,600,000 and $2,549,900, respectively, or $7,149,900 before offering expenses.\nWe currently have 7,149.9 Series B Preferred Stock shares outstanding, representing $7,149,900 of stated value, and Warrants\ncovering 7,149,900 common shares in each series before adjustments. This prospectus registers 24,513,943 common shares,\nconsisting of 10,214,143 principal conversion shares at the original $0.70 conversion price, rounded up to a whole share, and\n7,149,900 shares under each Warrant series. The October 9, 2026 Letter Agreement and Consent provides for a $0.266 floor on conversion\nand dividend-share pricing and both Warrant exercise prices, operative upon the conditions described below. We filed the implementing\nSeries B certificate amendment on October 21, 2026. That floor does not increase the shares registered in this prospectus. Additional\nRegistrable Securities resulting from later adjustments will require an additional resale registration statement under the Registration\nRights Agreement. See “Series B Private Placement.”

Management\nChanges

Brian\nJohn ceased serving as Interim Chief Financial Officer and principal accounting officer and resigned as a director and Chairman on September\n16, 2026. On September 18, 2026, Dr. Glynn Wilson became Chairman, and Brian R. Meadows, a director since September 4, 2026, became Chief\nFinancial Officer and principal financial officer. See “Management” and “Executive Compensation.”

Licensing\nand Intellectual Property Developments

On\nJune 1, 2026, we announced a revised licensing agreement with SanPellegrino Cosmetics Private Limited, effective May 21, 2026, covering\nPhotocil and Hair Enzyme Booster. The revised agreement provides for a five-year initial term with automatic annual renewals and expands\nthe licensed territories to include specified Latin American countries, Russia, Australia and New Zealand, in addition to India. On August\n6, 2026, we announced that our portfolio included five issued U.S. patents covering those platforms, four for Hair Enzyme Booster and\none for Photocil. See “Business.”

Series\nA Financing and Stockholder Approvals

On\nJuly 9, 2026, our stockholders approved the Additional Investment Right under the Series A financing, issuances upon conversion of Series\nA Preferred Stock and exercise of the related warrants in excess of 19.99% of the pre-financing outstanding common shares, and an increase\nin authorized common shares from 100,000,000 to 500,000,000, subject to effectiveness of the implementing charter amendment. The Series\nA financing’s second tranche generated $400,000 of subscription proceeds received in June 2026; final transaction documents were\nexecuted on July 10, 2026. Of those proceeds, $150,000 was applied to repurchase 150,000 shares from BK Investments LLC, an entity affiliated\nwith our then-Chairman and Interim Chief Financial Officer Brian John; the shares were retired on July 16, 2026. The July approvals for\nthe Series A financing do not themselves constitute approval of the separate Series B financing.

October\nPreferred Stock Amendments

On\nOctober 16, 2026, we filed an amendment to the Series A Certificate of Designation establishing a $0.16 minimum conversion price, subject\nto equitable adjustments for specified stock changes. The instrument states an intended economic effect as of September 22, 2026 to the\nfullest extent permitted by applicable law and provides that legal effectiveness is determined under Nevada law and the accepted filing.\nWe filed the Series B Certificate of Designation amendment on October 21, 2026. The Series B and related Warrant floor amendments become\noperative at the Amendment Effective Time described under “Series B Private Placement,” subject to the required execution\nand delivery of the October 9 Letter Agreement and Consent. The Series A amendment does not change the number of shares registered in\nthis Series B resale offering.

Corporate\nBackground

Caring\nBrands, Inc. was incorporated in State of Nevada on April 24, 2024. On May 13, 2024, an Amendment to the Articles of Incorporation was\nsubmitted with the State of Nevada to revise the par value to $0.001 per share, followed by an amendment on July 9, 2024 to add 1,000,000\npreferred shares with a par value of $0.001 to the authorized share capital. Caring Brands was incorporated for the purpose of the separation\nof our business operation from Safety Shot, Inc. (now known as Bonk, Inc., but referenced to as “Safety Shot” in this Registration\nStatement and prospectus) and had not historically operated as a standalone company. Pursuant to the Separation and Exchange Agreement,\nwe acquired 100% equity in Caring Brands Florida. Consequently, Caring Brands Florida now operates as an operating subsidiary of the\nCompany.

Caring\nBrands, Inc., a Florida Corporation (“Caring Brands Florida”) was originally incorporated in the State of Florida on February\n12, 2020, under the name Jupiter Wellness Inc. In June 2020, Articles of Amendment were filed with the Florida Department of State Division\nof Corporations to amend the articles of incorporation to change the name of the company to Caring Brands, Inc.

Our\nprincipal business address is 130 S Indian River Drive, Suite 202 pbm# 1232, Fort Pierce, FL 34950. We are currently authorized to issue\na total of 100,000,000 shares of common stock with a par value of $0.001. As of October 22, 2026, we had 10,468,226 shares\nof common stock issued and outstanding. CaringBrands .com is our primary corporate website, which will serve as the primary source\nof information about us for investors and will contain press releases, clinical trial pipeline, lab reports, blog posts, and additional\ninformation about each of our brands. Information contained on or accessible through this website is not a part of this report, and the\ninclusion of such website address in this report is an inactive textual reference only.

Implications\nof Being an Emerging Growth Company

We\nare an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities\nAct”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of\ncertain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies,\nincluding, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley\nAct of 2002 (the “Sarbanes-Oxley Act”); reduced obligations with respect to financial data, including presenting only two\nyears of audited financial statements in addition to any required unaudited interim financial statements, with correspondingly reduced\n“Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; reduced disclosure\nobligations regarding executive compensation in our periodic reports, proxy statements and registration statements; exemptions from the\nrequirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments\nnot previously approved; and an exemption from compliance with the requirement of the Public Company Accounting Oversight Board (the\n“PCAOB”) regarding the communication of critical audit matters in the auditor’s report on the financial statements.

In\naddition, pursuant to the JOBS Act, as an emerging growth company we have elected to take advantage of an extended transition period\nfor complying with new or revised accounting standards. This effectively permits us to delay adoption of certain accounting standards\nuntil those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable\nto companies that comply with new or revised accounting pronouncements as of the public company effective dates.

We\nmay take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the consummation of our\ninitial public offering in November 2025. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal\nyear (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue\nof at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common\nstock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2)\nthe date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein\nto “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Implications\nof Being a Smaller Reporting Company

As\na “smaller reporting company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange\nAct”), in addition to providing reduced disclosure about our executive compensation arrangements and business developments, among\nother reduced disclosure requirements available to smaller reporting companies, we present only two years of audited financial statements\nin addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion\nand Analysis of Financial Condition and Results of Operations” disclosure. We have taken advantage of reduced reporting requirements\nin this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public\ncompanies in which you hold stock.

THE\nOFFERING

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Securities\n Offered by the Selling Stockholders		Up\n to 24,513,943 shares of Common Stock: (i) 10,214,143 principal conversion shares underlying 7,149.9 outstanding\n Series B Preferred Stock shares, calculated at the original $0.70 conversion price and rounded up to a whole share; (ii) 7,149,900\n Series A Warrant shares at the original $0.825 exercise price; and (iii) 7,149,900 Series B Warrant shares at the original\n $0.95 exercise price. The prices are subject to adjustment. The $0.266 floor amendment does not increase this registration amount;\n additional shares resulting from subsequent adjustments will be addressed through an additional resale registration statement as\n required by the Registration Rights Agreement.

Shares\n of Common Stock to be Outstanding Immediately Before this Offering		10,468,226\n shares as of October 22, 2026.

Shares\n of Common Stock to be \n Outstanding\n Immediately After \n this\n Offering ⁽¹⁾		34,982,169\n shares, assuming issuance of all 24,513,943 shares covered by this prospectus upon\n conversion of the Series B Preferred Stock at the original $0.70 conversion price\n and exercise of the unadjusted Warrants, with none of those shares already included in\n the 10,468,226 shares outstanding as of October 22, 2026. This is an illustrative fully-issued\n amount, not the result of resale transactions alone; resales do not increase shares\n outstanding.

Use\n of Proceeds		We\n will receive no proceeds from resales or preferred-stock conversions. Cash exercise of the current unadjusted Warrants at their initial\n prices would yield $5,898,667.50 from Series A Warrants and $6,792,405 from Series B Warrants, or $12,691,072.50\n in total. Cashless exercises yield no cash proceeds. See “Use of Proceeds.”

Plan\n of Distribution		The\n Selling Stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time\n to time directly or through one or more underwriters, broker-dealers or agents. Registration of the Common Stock covered by this\n prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.”

Risk\n Factors		Investing\n in our securities involves significant risks. See “Risk Factors” in this prospectus for the factors you should consider\n before investing.

Trading\n Symbol		Our\n common stock is listed on The Nasdaq Capital Market under the symbol “CABR”.

\n \n \n \n

⁽¹⁾	The\n outstanding-share calculation is based on 10,468,226 shares outstanding as of October 22, 2026, includes only the additional\n shares issuable in the assumptions above, and excludes the following securities not covered by this prospectus:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	27,166,117 shares issuable\n upon exercise of warrants outstanding as of September 30, 2026, at a weighted-average exercise price of $0.89.\n

	●	45,872 shares potentially\n remaining from the 45,872 RSUs outstanding as of September 30, 2026

	●	325,000 stock options outstanding\n as of September 30, 2026, at a weighted-average exercise price of $1.22.

	●	209,050 shares reserved for future Plan awards as of December 31,\n 2025, as shown in the equity compensation plan table.

	●	9,631,715 shares issuable\n upon conversion of outstanding Series A Preferred Stock excluding accrued dividends as of September 30, 2026.¹

¹ Series A Preferred Stock: the Company\nhas outstanding Series A Convertible Preferred Stock with an aggregate stated value of $3,852,686, after having given to effect to prior\nconversions resulting in the issuance of 950,000 common shares. Based on the original conversion price of $0.40 per share, the remaining\nSeries A Preferred Stock is convertible into 9,631,715 shares of common stock., excluding accrued dividends and any future adjustments\nto the conversion price.

RISK\nFACTORS

Investing\nin our securities involves a high degree of risk. You should carefully consider the following risk factors, together with the other information\ncontained in this prospectus, before purchasing our securities. We have listed below (not necessarily in order of importance or probability\nof occurrence) what we believe to be the most significant risk factors applicable to us, but they do not constitute all of the risks\nthat may be applicable to us. Any of the following factors could harm our business, financial condition, results of operations or prospects,\nand could result in a partial or complete loss of your investment. Some statements in this prospectus, including statements in the following\nrisk factors, constitute forward-looking statements. Please refer to the section titled “Cautionary Statement Regarding Forward-Looking\nStatements”.

We\nmay not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential\nrisks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties\nthat we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse\neffect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

Risks\nRelated to Our Business

Caring\nBrands has a limited operating history, which makes it difficult to accurately evaluate our business prospects.

We\nhave a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business\nand prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered\nin connection with a newly established business and new industry. The risks include, but are not limited to, the possibility that we\nwill not be able to develop functional and scalable products and services, or that although functional and scalable, our products and\nservices will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products;\nthat our competitors market a superior or equivalent product; that we are not able to upgrade and enhance our technologies and products\nto accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances for our products.\nTo successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for\nour products. There are no assurances that we can successfully address these challenges. If it is unsuccessful, we and our business,\nfinancial condition and operating results could be materially and adversely affected.

The\ncurrent and future expense levels are based largely on estimates of planned operations and future revenues rather than experience. It\nis difficult to accurately forecast future revenues because our business is new and our market has not been developed. If our forecasts\nprove incorrect, the business, operating results and financial condition of the Company may be materially and adversely affected. Moreover,\nwe may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenues. As a result, any\nsignificant reduction in revenues may immediately and adversely affect our business, financial condition and operating results.

Our\nfinancial situation creates doubt whether we will continue as a going concern.

Since\ninception, the Company has had limited operations, and has a working capital deficiency. This deficiency and lack of operations raise\nsubstantial doubt about the Company’s ability to continue as a going concern. There can be no assurances that we will be able to\nachieve a level of revenue adequate to generate sufficient cash flow from operations or additional financing through private placements,\npublic offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from\nany private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No\nassurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise\nsubstantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to\ndiscontinue operations, which would cause investors to lose their entire investment.

If\nwe are unable to keep up with rapid technological changes, our products may become obsolete.

The\nmarket for our products is characterized by significant and rapid change. Although we will continue to expand our product line capabilities\nin order to remain competitive, research and discoveries by others may make our processes, products or brands less attractive or even\nobsolete.

We\nmay not have adequate capital to fund our business.

If\nour entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then\nour financial condition, results of operations, and business performance would be materially adversely affected. We may not be able to\nraise needed additional capital or financing due to market conditions or for regulatory or other reasons. We cannot assure that we will\nhave adequate capital to conduct our business.

Competition\ncould adversely affect our business.

Our\nindustry in general is competitive. It is possible that future competitors could enter our market, thereby causing us to lose market\nshare and revenues. In addition, some of our current or future competitors may have significantly greater financial, technical, marketing\nand other resources than we do or may have more experience or advantages in the markets in which we will compete that will allow them\nto offer lower prices or higher quality products. If we do not successfully compete with these competitors, we could fail to develop\nmarket share and our future business prospects could be adversely affected.

We\nmay not be able to successfully compete against companies with substantially greater resources.

The\nskin care and hair growth product markets are intensely competitive, and we expect competition to intensify further in the future. We\nare subject to intense competition from cosmetic company competitors who have been on the market longer than us and which are manufactured\nand marketed by competitors with more resources and brand recognition than us. We cannot assure you that our products will compete effectively\nand experience continuing and growing sales. As a supplier, we compete with several larger and better-known companies that specialize\nin supplying and distributing a vast array of consumer goods to retailers. Barriers to entry are relatively low, and current and new\ncompetitors can launch new products that compete in the marketplace. We currently or potentially compete with a number of other companies,\nincluding a number of large health and medical therapy, cosmetics, and consumer product brand name manufacturers that have greater financial\nand managerial resources, more experience in developing products, and greater name recognition than we have.

If\nwe are unable to develop and maintain our brand and reputation for our product offerings, our business and prospects could be materially\nharmed.

Our\nbusiness and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets\nwe serve. If problems with our products cause our customers to have a negative experience or failure or delay in the delivery of our\nproducts to our customers, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation\nsuccessfully, our business and prospects could be materially harmed.

We\ndepend heavily on key personnel, and turnover of key senior management could harm our business.

Our\nfuture business and results of operations depend in significant part upon the continued contributions of our senior management personnel.\nIf we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled\npersonnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional\nknowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing the product\nacquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future. We may not have\nwritten employment agreements with all of our senior management. We do not have any key person insurance.

We\nare subject to government regulation, and unfavorable changes could substantially harm our business and results of operations.

We\nare subject to general business regulations and laws as well as regulations and laws specifically governing our industries in the U.S.\nand other countries in which we operate. Uncertainty surrounding existing and future laws and regulations may impede our services and\nincrease the cost of providing such services. These regulations and laws may cover taxation, tariffs, user pricing, distribution, consumer\nprotection and the characteristics and quality of services.

Our\nproducts may not meet health and safety standards or could become contaminated.

We\ndo not have control over all of the third parties involved in the manufacturing of our products and their compliance with government\nhealth and safety standards. Even if our products meet these standards, they could otherwise become contaminated. A failure to meet these\nstandards or contamination could occur in our operations or those of our manufacturers, distributors or suppliers. This could result\nin expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated from false, unfounded\nor nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial\nperformance.

The\nsale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses.

We\nface an inherent risk of exposure to product liability claims if the use of our products results in, or is believed to have resulted\nin, illness or injury. Our products contain combinations of ingredients, and there is little long-term experience with the effect of\nthese combinations. In addition, interactions of these products with other products, prescription medicines and over-the-counter treatments\nhave not been fully explored or understood and may have unintended consequences.

Any\nproduct liability claim may increase our costs and adversely affect our revenue and operating income. Moreover, liability claims arising\nfrom a serious adverse event may increase our costs through higher insurance premiums and deductibles and may make it more difficult\nto secure adequate insurance coverage in the future. In addition, our product liability insurance may fail to cover future product liability\nclaims, which, if adversely determined, could subject us to substantial monetary damages.

The\nsuccess of our business will depend upon our ability to create and expand our brand awareness.

The\nskin care and hair growth markets we intend to compete in are highly competitive, with many well-known brands leading the industry. Our\nability to compete effectively and generate revenue will be based upon our ability to create and expand awareness of our products distinct\nfrom those of our competitors. It is imperative that we are able to convey to consumers the benefits of our products. However, advertising\nand packaging and labeling of such products will be limited by various regulations. Our success will be dependent upon our ability to\nconvey to consumers that our products are superior to those of our competitors.

We\nmust develop and introduce new products to succeed.

Our\nindustry is subject to rapid change. New products are constantly introduced to the market. Our ability to remain competitive depends\nin part on our ability to enhance existing products, to develop and manufacture new products in a timely and cost-effective manner, to\naccurately predict market transitions, and to effectively market our products. Our future financial results will depend to a great extent\non the successful introduction of several new products. We cannot be certain that we will be successful in selecting, developing, manufacturing\nand marketing new products or in enhancing existing products.

The\nsuccess of new product introductions depends on various factors, including, without limitation, the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Successful\n sales and marketing efforts;

	●	Timely\n delivery of new products;

	●	Availability\n of raw materials;

	●	Pricing\n of raw materials;

	●	Regulatory\n allowance of the products; and

	●	Customer\n acceptance of new products

We\ncannot assure you that we will develop additional products in the future.

We\nhave developed skin care and hair growth products lines. The lack of product diversity could adversely affect our financial condition\nand operating results and expose investors to a complete loss of their investment in us if our existing products fail to achieve sufficient\nsales to maintain us or enable us to earn a profit.

Adverse\npublicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue.

Adverse\npublicity concerning any actual or purported failure by us to comply with applicable laws and regulations regarding any aspect of our\nbusiness could have an adverse effect on the public perception of us. This, in turn, could negatively affect our ability to obtain financing,\nendorsers and attract distributors or retailers for our products, which would have a material adverse effect on our ability to generate\nsales and revenue.

Our\ndistributors’ and customers’ perception of the safety and quality of our products or even similar products distributed by\nothers can be significantly influenced by national media attention, publicized scientific research or findings, product liability claims\nand other publicity concerning our products or similar products distributed by others. Adverse publicity, whether or not accurate, that\nassociates consumption of our products or any similar products with illness or other adverse effects, will likely diminish the public’s\nperception of our products. Claims that any products are ineffective, inappropriately labeled or have inaccurate instructions as to their\nuse, could have a material adverse effect on the market demand for our products, including reducing our sales and revenue.

We\ndo not have and may never have any products on the market that have been approved by the FDA for the treatment of disease. The labelling\nof Photocil was registered with the FDA and is an OTC product. The labelling of Photocil and Minoxidil Booster were approved by the Indian\nregulatory authorities. Our business is highly dependent upon complying with regulations for cosmetic and OTC product from various U.S.\nand international governmental agencies.

If\nwe decided to commercialize a product labelled for the treatment of any disease, we must obtain regulatory approvals of such treatment\nfor that indication. Satisfying regulatory requirements is an expensive process that typically takes many years and involves compliance\nwith requirements covering research and development, testing, manufacturing, quality control, labeling, and promotion of drugs for human\nuse. To obtain necessary regulatory approvals, we must, among other requirements, complete clinical trials demonstrating that our products\nare safe and effective for a particular indication. There can be no assurance that our products will prove to be safe and effective,\nthat our clinical trials will demonstrate the necessary safety and effectiveness of our product candidates, or that we will succeed in\nobtaining regulatory approval for any treatment we develop even if such safety and effectiveness are demonstrated. Our current products\ncomply with the FDA requirements for cosmetic/OTC products and do not require additional clinical trials or FDA approval for their sale.

Any\ndelays or difficulties we encounter in future clinical trials may delay or preclude regulatory approval from the FDA or from international\nregulatory organizations. Any delay or preclusion of regulatory approval would be expected to delay or preclude the commercialization\nof future products. Examples of delays or difficulties that we may encounter in our clinical trials include without limitation the following:

	●	Clinical\n trials may not yield sufficiently conclusive results for regulatory agencies to approve the use of our products;

	●	Our\n products may fail to be more effective than current therapies, or to be effective at all;

	●	We\n may discover that our products have adverse side effects, which could cause our products to be delayed or precluded from receiving\n regulatory approval or otherwise expose us to significant commercial and legal risks;

	●	It\n may take longer than expected to determine whether or not a treatment is effective;

	●	Patients\n involved in our clinical trials may suffer severe adverse side effects even up to death, whether as a result of treatment with our\n products, the withholding of such treatment, or other reasons (whether within or outside of our control);

	●	We\n may fail to be able to enroll a sufficient number of patients in our clinical trials;

	●	Patients\n enrolled in our clinical trials may not have the characteristics necessary to obtain regulatory approval for a particular indication\n or patient population;

	●	We\n may be unable to produce sufficient quantities of product to complete the clinical trials;

	●	Even\n if we are successful in our clinical trials, any required governmental approvals may still not be obtained or, if obtained, may not\n be maintained;

	●	If\n approval for commercialization is granted, it is possible the authorized use will be more limited than is necessary for commercial\n success, or that approval may be conditioned on completion of further clinical trials or other activities, which will cause a substantial\n increase in costs and which we might not succeed in performing or completing; and

	●	If\n granted, approval may be withdrawn or limited if problems with our products emerge or are suggested by the data arising from their\n use or if there is a change in law or regulation.

Any\nsuccess we may achieve at a given stage of our clinical trials does not guarantee that we will achieve success at any subsequent stage,\nincluding without limitation final FDA approval.

We\nmay encounter delays or rejections in the regulatory approval process because of additional government regulation resulting from future\nlegislation or administrative action, or from changes in the policies of the FDA or other regulatory bodies during the period of product\ndevelopment, clinical trials, or regulatory review. Failure to comply with applicable regulatory requirements may result in criminal\nprosecution, civil penalties, recall or seizure of products, total or partial suspension of production, or an injunction preventing certain\nactivity, as well as other regulatory action against our product candidates or us. We have no experience in successfully obtaining regulatory\napproval for a product and thus may be poorly equipped to gauge, and may prove unable to manage, risks relating to obtaining such approval.

Our\nHair Enzyme Booster (JW-700), previously known as Minoxidil Booster, was initially developed by Applied Biology Inc. and was acquired\nby Safety Shot (then Jupiter Wellness) in June 2022 through an asset purchase agreement. The product received labelling approval as a\ncosmetic from the Central Drugs Standard Control Organization (CDSCO), in compliance with India’s cosmetic product guidelines,\nand is currently being manufactured and sold in India through our agreement with Cosmofix and San Pellegrino Cosmetics. Hair Enzyme Booster\n(JW-700) was launched on Amazon on October 28, 2024, and became available on NOVODX’s e-commerce platform on December 11, 2024.\nWe are currently in the early stages of commercialization and are refining our marketing strategies for both platforms. Sales have been\nminimal during this initial soft launch period as we optimize our marketing approach and distribution channels. As of the date of this\nprospectus, the Hair Enzyme Booster (JW-700) is currently only for sale on Amazon.

Outside\nthe U.S., including India, our ability to market a product is contingent upon receiving clearances from appropriate non-U.S. regulatory\nauthorities. Non-U.S. regulatory approval typically includes all of the risks associated with FDA clearance discussed above as well as\ngeopolitical uncertainties and the additional uncertainties and potential prejudices faced by U.S. pharmaceutical companies conducting\nbusiness abroad. In certain cases, pricing restrictions and practices can make achieving even limited profitability very difficult.

We\nhave limited experience in completing regulatory filings and any delays in regulatory filings could materially affect our financial condition.

Although\nwe have significant expertise in developing products and working with external manufacturers we have limited experience in obtaining\nmarketing approvals, manufacturing or conduct sales and marketing activities necessary for the successful commercialization of a product.\nConsequently, we have no historical basis as a company by which one can evaluate or predict reliably our future success or viability.

Additionally,\nwhile our team has experience at prior companies with regulatory filings, we have limited experience with regulatory filings with agencies\nsuch as the FDA or the European Medicines Agency, or EMA, and will rely on third-party expertise to help us. Any delay in our regulatory\nfilings for our product candidates, and any adverse development or perceived adverse development with respect to the applicable regulatory\nauthority’s review of such filings, including, without limitation, the FDA’s issuance of a “refuse to file” letter\nor a request for additional information, could materially affect our financial condition.

If\nserious adverse or undesirable side effects are identified during the development of our product candidates, we may abandon or limit\nour development or commercialization of such product candidates.

If\nour product candidates are associated with undesirable side effects or have unexpected characteristics, we may need to abandon their\ndevelopment or limit development to certain uses or subpopulations in which the undesirable side effects or other characteristics are\nless prevalent, less severe or more acceptable from a risk-benefit perspective.

If\nwe experience delays or difficulties in the enrollment of subjects to our clinical trials, our receipt of necessary regulatory approvals\ncould be delayed or prevented, which could materially affect our financial condition.

The\ntiming of any future clinical trials depends on our ability to recruit patients to participate as well as to subsequently dose these\npatients and complete required follow-up periods.

In\naddition, we may experience enrollment delays related to increased or unforeseen regulatory, legal and logistical requirements at certain\nclinical trial sites. These delays could be caused by reviews by regulatory authorities and contractual discussions with individual clinical\ntrial sites. Any delays in enrolling and/or dosing patients in our planned clinical trials could result in increased costs, delays in\nadvancing our product candidates, delays in testing the effectiveness of our product candidates or in termination of the clinical trials\naltogether.

Patient\nenrollment may be affected if our competitors have ongoing clinical trials with products for the same indications as our product candidates,\nand patients who would otherwise be eligible for our clinical trials instead enroll in our competitors’ clinical trials. Patient\nenrollment may also be affected by other factors, including:

\n \n \n \n \n

●

coordination\n with clinical research organizations to enroll and administer the clinical trials;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	coordination\n and recruitment of collaborators and investigators at individual sites;

	●	size\n of the patient population and process for identifying patients;

	●	design\n of the clinical trial protocol;

	●	eligibility\n and exclusion criteria;

	●	perceived\n risks and benefits of the product candidates under study;

	●	availability\n of competing commercially available therapies and other competing products’ clinical trials;

	●	time\n of year in which the trials are initiated or conducted;

	●	severity\n of the diseases under investigation;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	ability\n to obtain and maintain subject consents;

	●	ability\n to enroll and treat patients in a timely manner;

	●	risk\n that enrolled subjects will drop out before completion of the trials;

	●	proximity\n and availability of clinical trial sites for prospective patients;

	●	ability\n to monitor subjects adequately during and after treatment; and

	●	patient\n referral practices of physicians.

Our\ninability to enroll a sufficient number of patients for clinical trials would result in significant delays and could require us to abandon\none or more clinical trials altogether. Enrollment delays in these clinical trials may result in increased development costs for our\nproduct candidates, which could materially affect our financial condition.

If\nwe or our licensees, development collaborators, or suppliers are unable to manufacture our products in sufficient quantities or at defined\nquality specifications, or are unable to obtain regulatory approvals for the manufacturing facility, we may be unable to develop or meet\ndemand for our products and lose time to market and potential revenues.

Completion\nof our clinical trials and commercialization of our product candidates require access to, or development of, facilities to manufacture\na sufficient supply of our product candidates. We intend to utilize third parties to manufacture NoStingz, Photocil, CB-101 and the Hair\nEnzyme Booster (JW-700).

In\nthe future we may become unable, for various reasons, to rely on our sources for the manufacture of our product candidates, either for\nclinical trials or, at some future date, for commercial distribution. We may not be successful in identifying additional or replacement\nthird-party manufacturers, or in negotiating acceptable terms with any we do identify. We may face competition for access to these manufacturers’\nfacilities and may be subject to manufacturing delays if the manufacturers give other clients higher priority than they give to us. Even\nif we are able to identify an additional or replacement third-party manufacturer, the delays and costs associated with establishing and\nmaintaining a relationship with such manufacturer may have a material adverse effect on us.

Before\nwe can begin to commercially manufacture CB-101 or any other product candidate, we must obtain regulatory approval of the manufacturing\nfacility and process. Manufacturing of drugs for clinical and commercial purposes must comply with current Good Manufacturing Practices\nrequirements, commonly known as “cGMP.” The cGMP requirements govern quality control and documentation policies and procedures.\nComplying with cGMP and non-U.S. regulatory requirements will require that we expend time, money, and effort in production, recordkeeping,\nand quality control to ensure that the product meets applicable specifications and other requirements. We, or our contracted manufacturing\nfacility, must also pass a pre-approval inspection prior to FDA approval. Failure to pass a pre-approval inspection may significantly\ndelay or prevent FDA approval of our products. If we fail to comply with these requirements, we would be subject to possible regulatory\naction and may be limited in the jurisdictions in which we are permitted to sell our products and will lose time to market and potential\nrevenues.

It\nis uncertain whether product liability insurance will be adequate to address product liability claims, or that insurance against such\nclaims will be affordable or available on acceptable terms in the future.

Clinical\nresearch involves the testing of new drugs on human volunteers pursuant to a clinical trial protocol. Such testing involves a risk of\nliability for personal injury to or death of patients due to, among other causes, adverse side effects, improper administration of the\nnew drug, or improper volunteer behavior. Claims may arise from patients, clinical trial volunteers, consumers, physicians, hospitals,\ncompanies, institutions, researchers, or others using, selling, or buying our products, as well as from governmental bodies. In addition,\nproduct liability and related risks are likely to increase over time, in particular upon the commercialization or marketing of any products\nby us or parties with which we enter into development, marketing, or distribution collaborations. Although we are contracting for general\nliability insurance in connection with our ongoing business, there can be no assurance that the amount and scope of such insurance coverage\nwill be appropriate and sufficient in the event any claims arise, that we will be able to secure additional coverage should we attempt\nto do so, or that our insurers would not contest or refuse any attempt by us to collect on such insurance policies. Furthermore, there\ncan be no assurance that suitable product liability insurance (at the clinical stage and/or commercial stage) will continue to be available\non terms acceptable to us or at all, or that, if obtained, the insurance coverage will be appropriate and sufficient to cover any potential\nclaims or liabilities.

If\nthe market opportunities for our current and potential future drug candidates are smaller than we believe they are, our\nability to generate product revenues may be adversely affected and our business may suffer.

Our\nunderstanding of the number of people who suffer from dermatitis or eczema, whom CB-101 may have the potential to treat, is based upon\ncurrent market estimates.

If\nwe are unable to establish relationships with licensees or collaborators to carry out sales, marketing, and distribution functions or\nto create effective marketing, sales, and distribution capabilities, we will be unable to market our products successfully.

Our\nbusiness strategy may include out-licensing product candidates to or collaborating with larger firms with experience in marketing and\nselling pharmaceutical products. There can be no assurance that we will successfully be able to establish marketing, sales, or distribution\nrelationships with any third-party, that such relationships, if established, will be successful, or that we will be successful in gaining\nmarket acceptance for any products we might develop. To the extent that we enter into any marketing, sales, or distribution arrangements\nwith third parties, our product revenues per unit sold are expected to be lower than if we marketed, sold, and distributed our products\ndirectly, and any revenues we receive will depend upon the efforts of such third parties.

If\nwe are unable to establish such third-party marketing and sales relationships, or choose not to do so, we would have to establish in-house\nmarketing and sales capabilities. To market any products directly, we would have to establish a marketing, sales, and distribution force\nthat has technical expertise and could support a distribution capability. Competition in the biopharmaceutical industry for technically\nproficient marketing, sales, and distribution personnel is intense and attracting and retaining such personnel may significantly increase\nour costs. There can be no assurance that we will be able to establish internal marketing, sales, or distribution capabilities or that\nthese capabilities will be sufficient to meet our needs.

Our\nability to market our products in the United States depends on their regulatory classification and compliance with applicable regulations.

While\nwe believe our products either qualify as cosmetics or comply with applicable USP monographs, the FDA may disagree with our determinations.\nIf the FDA determines that any of our products require pre-market approval or do not comply with applicable monographs, we may need to:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	-	Reformulate\n products
	-	Undergo\n FDA approval process
	-	Submit\n additional data
	-	Cease\n marketing until compliance is achieved
	-	Face\n enforcement action

Such\nevents could significantly impact our operations and ability to generate revenue.

Commercial\nsuccess of our OTC/Cosmetic product candidates will depend on the acceptance of these products by physicians, payers, and patients.

Any\nof our OTC/Cosmetic product candidate that we may develop, may not gain market acceptance among physicians and patients. Market acceptance\nof and demand for any of our OTC/Cosmetic product candidates that we may develop will depend on many factors, including without limitation:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Comparative\n superiority of the effectiveness and safety in the treatment of the disease indication compared to alternative treatments;

	●	Less\n prevalence and severity of adverse side effects;

	●	Potential\n advantages over alternative treatments;

	●	Cost\n effectiveness;

	●	Convenience\n and ease of administration;

	●	Sufficient\n third-party coverage and/or reimbursement;

	●	Strength\n of sales, marketing and distribution support; and

	●	Our\n ability to provide acceptable evidence of safety and efficacy.

If\nany non-OTC product candidate developed by us receives regulatory approval but does not achieve an adequate level of market acceptance\nby physicians, payers, and patients, we may generate insufficient, little, or no product revenue and may not become profitable.

In\naddition, pandemics, such as COVID-19, could decrease consumer spending and adversely affect demand for our products.

If\nwe obtain FDA approval for any of our product candidates, we will be subject to various federal and state fraud and abuse laws; these\nlaws may impact, among other things, our proposed sales, marketing and education programs. Fraud and abuse laws are expected to increase\nin breadth and in detail, which will likely increase our operating costs and the complexity of our programs to insure compliance with\nsuch enhanced laws.

If\nwe obtain FDA approval for any of our product candidates and begin commercializing those products in the U.S., our operations may be\ndirectly, or indirectly through our customers, distributors, or other business partners, subject to various federal and state fraud and\nabuse laws, including, without limitation, anti-kickback statutes and false claims statutes which may increase our operating costs. These\nlaws may impact, among other things, our proposed sales, marketing and education programs.

If\nour operations are found to be in violation of any of the federal and state fraud and abuse laws or any other governmental regulations\nthat apply to us, we may be subject to criminal actions and significant civil monetary penalties, which would adversely affect our ability\nto operate our business and our results of operations.

If\nour operations are found to be in violation of any of the federal and state fraud and abuse laws, including, without limitation, anti-kickback\nstatutes and false claims statutes or any other governmental regulations that apply to us, we may be subject to penalties, including\ncriminal and significant civil monetary penalties, damages, fines, imprisonment, exclusion from participation in government healthcare\nprograms, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business\nand our results of operations. To the extent that any of our product candidates are ultimately sold in a foreign country, we may be subject\nto similar foreign laws and regulations, which may include, for instance, applicable post-marketing requirements, including safety surveillance,\nanti-fraud and abuse laws, and implementation of corporate compliance programs and reporting of payments or transfers of value to healthcare\nprofessionals.

Natural\ndisasters and other events beyond our control could materially adversely affect us.

Natural\ndisasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy,\nand thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power\nshortages, pandemics and other events beyond our control. Such events could make it difficult or impossible for us to deliver our services\nto our customers and could decrease demand for our services. The World Health Organization declared the COVID-19 outbreak a pandemic.\nThe extent of the impact of any similar outbreak, the impact on our customers and employees, may be uncertain and we may not be able\nto predict the impact on our business and operations.

We\nmay not meet our product development and commercialization milestones.

We\nhave established milestones, based upon our expectations regarding our technologies at that time, which we use to assess our progress\ntoward developing our products. These milestones relate to technology and design improvements as well as dates for achieving development\ngoals. If our products exhibit technical defects or are unable to meet cost or performance goals, our commercialization schedule could\nbe delayed and potential purchasers of our initial commercial products may decline to purchase such products or may opt to pursue alternative\nproducts.

We\nmay also experience shortages equipment due to manufacturing difficulties. Multiple suppliers provide the components used in manufacturing\nour products. Our manufacturing operations could be disrupted by fire, earthquake or other natural disaster, a labor-related disruption,\nfailure in supply or other logistical channels, electrical outages or other reasons. If there were a disruption to manufacturing facilities,\nwe would be unable to manufacture until we have restored and re-qualified our manufacturing capability or developed alternative manufacturing\nfacilities.

Our\noperations in international markets involve inherent risks that we may not be able to control.

Our\nbusiness plan includes the marketing and sale of our proposed products in international markets. Accordingly, our results could be materially\nand adversely affected by a variety of uncontrollable and changing factors relating to international business operations, including:

	●	Macroeconomic\n conditions adversely affecting geographies where we intend to do business;

	●	Foreign\n currency exchange rates;

	●	Political\n or social unrest or economic instability in a specific country or region;

	●	Higher\n costs of doing business in foreign countries;

	●	Infringement\n claims on foreign patents, copyrights or trademark rights;

	●	Difficulties\n in staffing and managing operations across disparate geographic areas;

	●	Difficulties\n associated with enforcing agreements and intellectual property rights through foreign legal systems;

	●	Trade\n protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various\n countries;

	●	Adverse\n tax consequences;

	●	Unexpected\n changes in legal and regulatory requirements;

	●	Military\n conflict, terrorist activities, natural disasters and medical epidemics; and

	●	Our\n ability to recruit and retain channel partners in foreign jurisdictions.

Risks\nRelating to the Separation

We\nhave a limited operating history as a publicly traded company, and our historical financial information is not necessarily representative\nof the results we would have achieved as a publicly traded company and may not be a reliable indicator of our future results.

We\nderived the historical financial information included in this prospectus in part from Safety Shot’s consolidated financial statements,\nand this information does not necessarily reflect the results of operations and financial position we would have achieved as a separate\npublicly traded company during the periods presented or those that we will achieve in the future. This is primarily because of the following\nfactors:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Prior\n to the Separation, we operated as part of Safety Shot’s broader corporate organization, and Safety Shot performed various administrative\n functions for us and our historical financial information does not reflect allocations any of these costs from Safety Shot as they\n are not material.

	●	Our\n historical financial information does not reflect changes that we expect to experience in the future as a result of our separation\n from Safety Shot, including changes in our cost structure, personnel needs, tax structure, financing and business operations. As\n part of Safety Shot, we enjoyed certain benefits from Safety Shot’s operating diversity, size, borrowing leverage and available\n capital for investments, and we may lose these benefits after the Separation. As a separate entity, we may be unable to purchase\n services and technologies or access capital markets on terms as favorable to us as those we obtained as part of Safety Shot prior\n to the Separation.

Following\nthe Separation, we have been responsible for the additional costs associated with being a publicly traded company, including costs related\nto corporate governance, investor and public relations and public reporting.

In\naddition, certain costs incurred by Safety Shot, including accounting, legal, occupancy, information technology and other shared services,\nhave historically been provided to us by Safety Shot. During the year ended December 31, 2024, the Company began to provide most of these\nservices ourselves. Therefore, our historical financial statements may not be indicative of our future performance as a separate publicly\ntraded company. We cannot assure you that our operating results will continue at a similar level when we are a separate publicly traded\ncompany. For additional information about our past financial performance and the basis of presentation of our financial statements, see\n“Operating and Financial Review and Prospects” and our historical financial statements and the notes thereto included elsewhere\nin this prospectus.

We\nmay not be able to access the credit and capital markets at the times and in the amounts needed on acceptable terms.

From\ntime to time we may need to access the capital markets to obtain long-term and short-term financing. We have not previously accessed\nthe capital markets as a separate public company, and our access to, and the availability of, financing on acceptable terms and conditions\nin the future will be impacted by many factors, including our financial performance, our credit ratings or absence thereof, the liquidity\nof the overall capital markets and the state of the economy. We cannot assure you that we will have access to the capital markets at\nthe times and in the amounts needed or on terms acceptable to us.

The\ninsurance that we maintain may not fully cover all potential exposures.

We\nmaintain liability insurance but such insurance may not cover all risks associated with the hazards of our business and is subject to\nlimitations, including deductibles and maximum liabilities covered. We are potentially at risk if one or more of our insurance carriers\nfail. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of\nsome insurers. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on\ncoverage that we maintain.

Some\nof our directors and executive officers own Safety Shot common stock or options to acquire Safety Shot common stock and hold positions\nwith Safety Shot, which could cause conflicts of interest, or the appearance of conflicts of interest, that result in our not acting\non opportunities we otherwise may have.

Some\nof our directors and executive officers own Safety Shot common stock, restricted shares of Safety Shot stock or options to purchase Safety\nShot common stock. Ownership of Safety Shot common stock, restricted shares of Safety Shot common stock and options to purchase Safety\nShot Common Stock by our directors and executive officers and the presence of executive officers or directors of Safety Shot on our board\nof directors could create, or appear to create, conflicts of interest with respect to matters involving both us and Safety Shot that\ncould have different implications for Safety Shot than they do for us. For example, potential conflicts of interest could arise in connection\nwith the resolution of any dispute between Safety Shot and us regarding terms of the Amended and Restated Exchange Agreement governing\nthe separation and the relationship between Safety Shot and us thereafter. Potential conflicts of interest could also arise if we enter\ninto commercial arrangements with Safety Shot in the future. As a result of these actual or apparent conflicts of interest, we may be\nprecluded from pursuing certain growth initiatives.

Risks\nRelated to our Financial Position and Capital Needs

Raising\nadditional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our\ntechnologies or other assets.

We\nmay seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and\nalliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities,\nexisting ownership interests will be diluted and the terms of such financings may include liquidation or other preferences that adversely\naffect the rights of existing stockholders. Debt financings may be coupled with an equity component, such as warrants to purchase shares,\nwhich could also result in dilution of our existing stockholders’ ownership. The incurrence of indebtedness would result in increased\nfixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional\ndebt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely\nimpact our ability to conduct our business and may result in liens being placed on our assets and intellectual property. If we were to\ndefault on such indebtedness, we could lose such assets and intellectual property.

Our\npotential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects,\nand we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment\nand could harm our business, financial condition, results of operations and cash flow.

Our\nproliferation into new markets may place a significant strain on our resources and increase demands on our executive management, personnel\nand systems, and our operational, administrative and financial resources may be inadequate. We may also not be able to effectively manage\nany expanded operations, or achieve planned growth on a timely or profitable basis, particularly if the number of customers using our\ntechnology significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded operations\neffectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business\nand results of operations could be materially adversely affected.

Changes\nin tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and ability to achieve profitability.

Our\neffective income tax rate in the future could be adversely affected by a number of factors including changes in the mix of earnings in\ncountries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws.\nWe regularly assess all of these matters to determine the adequacy of our tax provision which is subject to discretion. If our assessments\nare incorrect, it could have an adverse effect on our business and financial condition. There can be no assurance that income tax laws\nand administrative policies with respect to the income tax consequences generally applicable to us or to our subsidiaries will not be\nchanged in a manner which adversely affects our shareholders.

Risks\nRelated to our Intellectual Property

We\nmay incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.

A\nthird party may sue us or one of our strategic collaborators for infringing its intellectual property rights. Likewise, we may need to\nresort to litigation to enforce licensed rights or to determine the scope and validity of third-party intellectual property rights.

The\ncost to us of any litigation or other proceeding relating to intellectual property rights, even if resolved in our favor, could be substantial,\nand the litigation would divert our efforts. Some of our competitors may be able to sustain the costs of complex patent litigation more\neffectively than we can because they have substantially greater resources. If we do not prevail in this type of litigation, we or our\nstrategic collaborators may be required to pay monetary damages; stop commercial activities relating to the affected products or services;\nobtain a license in order to continue manufacturing or marketing the affected products or services; or attempt to compete in the market\nwith a substantially similar product.

Uncertainties\nresulting from the initiation and continuation of any litigation could limit our ability to continue some of our operations. In addition,\na court may require that we pay expenses or damages, and litigation could disrupt our commercial activities.

Any\ninability to protect our intellectual property rights could reduce the value of our products and brands, which could adversely affect\nour financial condition, results of operations and business.

Our\nbusiness is partly dependent upon our trademarks, trade secrets, copyrights and other intellectual property rights. Effective intellectual\nproperty rights protection, however, may not be available under the laws of every country in which we and our sub-licensees may operate.\nThere is a risk of certain valuable trade secrets, beyond what is described publicly in patents, being exposed to potential infringers.\nRegardless of our technology being protected by patents or otherwise, there is a risk that other companies may employ the technology\nwithout authorization and without recompensing us.

The\nefforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual\nproperty rights could harm our business or our ability to compete. In addition, protecting our intellectual property rights is costly\nand time consuming. There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation\nor the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in\nsome countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property, we\ncould lose potential revenue and experience increased operational and enforcement costs, which could adversely affect our financial condition,\nresults of operations and business.

The\nintellectual property behind our products may include unpublished know-how as well as existing and pending intellectual property protection.\nAll intellectual property protection eventually expires, and unpublished know-how is dependent on key individuals.

The\ncommercialization of our licensed products is partially dependent upon know-how and trade secrets held by certain individuals working\nwith and for us. Because the expertise runs deep in these few individuals, if something were to happen to any or all of them, the ability\nto properly manufacture our products without compromising quality and performance could be diminished greatly.

Knowledge\npublished in the form of any future intellectual property has finite protection, as all patents and trademarks have a limited life and\nan expiration date. While continuous efforts will be made to apply for patents and trademarks if appropriate, there is no guarantee that\nadditional patents or trademarks will be granted. The expiration of patents and trademarks relating to our products may hinder our ability\nto sub-license or sell our products for a long period of time without the development of a more complex licensing strategy.

If\nwe are not able to adequately protect our intellectual property, then we may not be able to compete effectively, and we may not be profitable.

Our\nexisting proprietary rights may not afford remedies and protections necessary to prevent infringement, reformulation, theft, misappropriation\nand other improper use of our products by competitors. We own the formulations contained in our products and we consider these product\nformulations to be our critical proprietary property, which must be protected from competitors. Although trade secret, trademark, copyright\nand patent laws generally provide a certain level of protection, and we attempt to protect ourselves through contracts with manufacturers\nof our products, we may not be successful in enforcing our rights. In addition, enforcement of our proprietary rights may require lengthy\nand expensive litigation. We have attempted to protect some of the trade names and trademarks used for our products by registering them\nwith the U.S. Patent and Trademark Office, but we must rely on common law trademark rights to protect our unregistered trademarks. Common\nlaw trademark rights do not provide the same remedies as are granted to federally registered trademarks, and the rights of a common law\ntrademark are limited to the geographic area in which the trademark is actually used. Our inability to protect our intellectual property\ncould have a material adverse impact on our ability to compete and could make it difficult for us to achieve a profit.

Risks\nRelated to Ownership of Our Securities

We\nare an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth\ncompanies will make our common stock less attractive to investors.

We\nare an “emerging growth company” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various\nreporting requirements that are applicable to other public companies that are not “emerging growth companies” including,\nbut not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and\nreduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict whether\ninvestors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive\nas a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

The\nrequirements of being a public company may strain our resources and distract our management, which could make it difficult to manage\nour business, particularly after we are no longer an “emerging growth company.”

We\nare required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these\nreporting and other regulatory requirements is time-consuming and results in increased costs to us and could have a negative effect on\nour results of operations, financial condition or business.

As\na public company, we are subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act. These\nrequirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports\nwith respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls\nand procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and\nprocedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will\nbe implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public\ncompanies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify\nnew professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These\nactivities may divert management’s attention from other business concerns, which could have a material adverse effect on our results\nof operations, financial condition or business.

As\nan “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from\nvarious reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements\nof Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports\nand proxy statements. We may also delay adoption of new or revised accounting pronouncements applicable to public companies until such\npronouncements are made applicable to private companies, as permitted by the JOBS Act.

Our\nmanagement has limited experience in managing the day-to-day operations of a public company and, as a result, we may incur additional\nexpenses associated with the management of our Company.

The\nmanagement team is responsible for the operations and reporting of the Company. The requirements of operating as a public company are\nmany and sometimes difficult to navigate. This may require us to obtain outside assistance from legal, accounting, investor relations,\nor other professionals that could be more costly than planned. If we lack cash resources to cover these costs of being a public company\nin the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our\nstock price and adversely affect our potential results of operations, cash flow and financial condition after we commence operations.

Compliance\nwith changing corporate governance regulations and public disclosures may result in additional risks and exposures.

Changing\nlaws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and\nnew regulations from the SEC, have created uncertainty for public companies such as ours. These laws, regulations, and standards are\nsubject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as new guidance\nis provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs\nnecessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations,\nand standards have resulted in, and are likely to continue to result in, increased expense and significant management time and attention.

Certain\nof our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority stockholders\nto effect certain corporate actions.

As\nof October 22, 2026, our officers, directors and significant stockholders beneficially owned approximately 17.0% of\nour outstanding voting securities. Their holdings may give them significant influence over stockholder votes, including director elections\nand business combinations. Their interests may differ from those of other stockholders, and their ownership may facilitate or delay a\nchange in control.

If\nsecurities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.

The\ntrading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about\nus or our business. Once our common stock is quoted, if one or more of the analysts who cover us downgrade our common stock or publish\ninaccurate or unfavorable research about our business, our common stock price would likely decline.

Our\nissuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your\ninvestment.

Issuances\nof a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may\ncause prevailing market prices for our common stock to decline. In addition, our board of directors is authorized to issue additional\nseries of shares of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without\nstockholder approval, to set the terms of any such series of shares of preferred stock that may be issued, including voting rights, conversion\nrights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind up our business\nand other terms. If we issue cumulative preferred stock in the future that has preference over our common stock with respect to the payment\nof dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting\npower of our common stock, the market price of our common stock could decrease.

Our\ncommon stock may become subject to the SEC’s penny stock rules and accordingly, broker-dealers may experience difficulty in completing\ncustomer transactions and trading activity in our securities may be adversely affected.

The\nSEC has adopted regulations, which generally define “penny stock” to be an equity security that has a market price of less\nthan $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore\nwould be a “penny stock” according to SEC rules, unless we are listed on a national securities exchange. Under these rules,\nbroker-dealers who recommend such securities to persons other than institutional accredited investors must:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Make\n a special written suitability determination for the purchaser;

	●	Receive\n the purchaser’s prior written agreement to the transaction;

	●	Provide\n the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks”\n and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and

	●	Obtain\n a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure\n document before a transaction in a “penny stock” can be completed.

Although\nour common stock is not currently subject to these rules, if it were to become subject to such rules, broker-dealers may find it difficult\nto effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of\nour securities may be depressed, and you may find it more difficult to sell your securities.

If\nwe are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence\nin the accuracy and completeness of our financial reports and have an adverse effect on the value of our securities.

As\na public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such\ninternal control. Further, we will be required to report any changes in internal controls on a quarterly basis. In addition, we are required\nto furnish a report by management on the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley\nAct. We will design, implement, and test the internal controls over financial reporting required to comply with these obligations. If\nwe identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of\nSection 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered\npublic accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when\nrequired, investors may lose confidence in the accuracy and completeness of our financial reports and the value of our securities could\nbe negatively affected. We also could become subject to investigations by the Commission or other regulatory authorities, which could\nrequire additional financial and management resources.

As\nan emerging growth company, our auditor will not be required to attest to the effectiveness of our internal controls.

Our\nindependent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial\nreporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our\npeer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness\nof their internal controls over financial reporting and we are not. While our management will be required to attest to internal control\nover financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance\nthat the independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls\nover financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease\nto be an emerging growth company and cease to be a smaller reporting company (as described below), we will be subject to independent\nregistered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting. Even if\nmanagement finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness\nof such internal controls and issue a qualified report.

Risks\nRelated to Ownership of Our Common Stock

Compliance\nwith changing corporate governance regulations and public disclosures may result in additional risks and exposures.

If\nsecurities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.

The\nmarket price of our securities may be volatile, which could cause the value of your investment to decline.

The\nprice of our securities may fluctuate significantly due general market and economic conditions. An active trading market for our securities\nmay not develop or, if developed, it may not be sustained. In addition, fluctuations in the price of our securities could contribute\nto the loss of all or part of your investment. Even if an active market for our securities develops and continues, the trading price\nof our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control.\nAny of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade\nat prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover\nand may experience a further decline. Factors affecting the trading price of our securities may include, but are not solely limited to,\nthe risk factors identified herein.

In\naddition, the stock market in general, and Nasdaq and emerging growth companies in particular, have experienced extreme price and volume\nfluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry\nfactors may negatively affect the market price of our common stock, regardless of its actual operating performance. In the past, securities\nclass action litigation has often been instituted against companies following periods of volatility in the market price of a company’s\nsecurities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention\nand resources, which would harm our business, operating results or financial condition.

If\nwe are unable to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock could be delisted, which\ncould affect our common stock’s market price and liquidity and reduce our ability to raise capital.

Our\nCommon Stock is listed on the Nasdaq Capital Market (“Nasdaq”), a national securities exchange, which imposes continued listing\nrequirements with respect to issuers whose securities are listed on Nasdaq. If we fail to satisfy the continued listing standards, such\nas, for example, Nasdaq’s minimum bid price requirement or stockholders equity requirements, Nasdaq may issue a non-compliance\nletter or initiate delisting proceedings.

On\nApril 7, 2026, Nasdaq notified us that we did not satisfy the $2.5 million stockholders’ equity requirement. Nasdaq denied our\ncompliance plan and issued a delisting determination on July 15, 2026. We appealed. In September 2026, we reported the completed Series\nB closings and requested a favorable determination from the Nasdaq Hearings Panel. Our September 11 report presented preliminary, unaudited\npro forma stockholders’ equity of $8,220,419 as of August 31, 2026, giving effect to the completed closings as if they occurred\non that date. That estimate remains subject to final accounting and review and is not a statement of our actual equity at September 11.\nManagement believes we have regained compliance, but Nasdaq has not yet confirmed resolution of the deficiency. Continued listing remains\nsubject to Nasdaq’s determination and our ability to satisfy its requirements.

If\nwe are unable to maintain compliance with the continued listing requirements of Nasdaq, our Common Stock could be delisted. A delisting\nof our Common Stock could negatively impact the Company by, among other things, reduce the liquidity and market price of its Common Stock;\nreduce the number of investors willing to hold or acquire the Company’s Common Stock, which could negatively impact its ability\nto raise equity financing; decrease the amount of news and analyst coverage of the Company; and limit the Company’s ability to\nissue additional securities or obtain additional financing in future. In addition, delisting from the Nasdaq might negatively impact\nthe Company’s reputation and, as a consequence, its business, operating results, cash flows, financial condition or securities.

We\ndo not intend to pay dividends for the foreseeable future.

We\ncurrently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare\nor pay any dividends on our common stock in the foreseeable future.

Our\nissuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your\ninvestment.

Sales\nof a substantial number of shares of our Common Stock in the public market could cause our stock price to fall.

Sales\nof a substantial number of shares of our Common Stock in the public market or the perception that these sales might occur, could depress\nthe market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.\nWe are unable to predict the effect that sales may have on the prevailing market price of our Common Stock. Sales of significant number\nof shares of our Common Stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and\nprice that it deems reasonable or appropriate, and make it more difficult for you to sell shares of our common stock. Certain holders\nof our securities are entitled to rights with respect to the registration of the shares of our Common Stock under the Securities Act.\nAny sales of securities by these stockholders could have a material adverse effect on the trading price of our Common Stock.

Anti-takeover\nprovisions in the Company’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors\nor current management and could make a third-party acquisition of the Company difficult.

The\nCompany’s bylaws contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that\nstockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares.\nFurthermore, the Board of Directors has the ability to increase the size of the Board and fill newly created vacancies without stockholder\napproval. These provisions could limit the price that investors might be willing to pay in the future for shares of the Company’s\ncommon stock.

We\nhave identified material weaknesses in our internal controls over financial reporting. If we are unable to remediate these material weaknesses,\nif management identifies additional material weaknesses in the future or if we otherwise fail to maintain effective internal controls\nover financial reporting, we may not be able to accurately or timely report our financial position or results of operations, which may\nadversely affect our business and stock price or cause our access to the capital markets to be impaired.

Management\nconcluded that our disclosure controls and procedures were not effective as of June 30, 2026 because of material weaknesses in internal\ncontrol over financial reporting. A material weakness is a deficiency, or combination of deficiencies, creating a reasonable possibility\nthat a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. The deficiencies\nidentified in our June 30, 2026 Form 10-Q were that our internal controls failed to identify multiple journal entries identified by our\nexternal auditor and that we had no formal control process for identifying and approving related-party transactions.

These\ndeficiencies could cause material misstatements that are not prevented or detected timely. We are designing and implementing enhanced\ncontrols and formalizing our control environment to remediate the weaknesses. We reported no changes in internal control over financial\nreporting during the quarter ended June 30, 2026 that materially affected, or were reasonably likely to materially affect, those controls.\nRemediation cannot be assured until the controls have been implemented and have operated effectively.

Implementing\nany appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify our existing\nprocesses and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal\ncontrols, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis,\ncould increase our operating costs and harm our business. In addition, investors’ perceptions that our internal controls are inadequate\nor that we are unable to produce accurate financial statements on a timely basis may harm our stock price and make it more difficult\nfor us to effectively market and sell our products and services to new and existing customers.

However,\nif we identify future deficiencies in our internal control over financial reporting or if we are unable to comply with the demands that\nare placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely or effective\nmanner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also\ncould become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if we are unable to assert\nthat our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to\nexpress an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence\nin the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may\nbe adversely affected.

Conversion,\ndividends and warrant adjustments may result in substantial dilution.

The\n7,149.9 outstanding Series B Preferred Stock shares and Warrants covering 7,149,900 common shares in each series underlie\nthe 24,513,943 shares registered here, using the original $0.70 conversion price and rounding the aggregate principal conversion\namount up to a whole share. Later price adjustments, proportional increases in Warrant share coverage and stock-paid dividends may cause\nadditional dilution beyond the shares registered in this prospectus. The $0.266 floor limits applicable price reductions from the Amendment\nEffective Time, subject to proportional adjustments for specified stock changes; it does not increase this registration amount or remove\nownership blockers or the Exchange Cap. Until the amendment is operative, the existing terms remain in effect. We will be required to\nfile an additional resale registration statement if additional Registrable Securities exceed the number then registered. Such shares\ncannot be resold under this prospectus merely because their issuance is permitted by the underlying securities. The 8% annual dividend\non the current stated value equals $571,920 if all 7,149.9 preferred shares remain outstanding for a full year. Ownership blockers\ndo not prevent successive conversions or exercises after sales.

Preferred-stock\nrights and cash payment obligations may adversely affect common stockholders and our liquidity.

The\nSeries B Preferred Stock has dividend rights and a liquidation preference senior to Common Stock and shares liquidation priority with\nthe Series A Preferred Stock. Cash dividends, registration-rights damages, delayed-delivery remedies and certain fundamental-transaction\nwarrant payments may consume funds needed for operations. The classification and valuation of the preferred stock, warrants and embedded\nfeatures may also affect our reported stockholders’ equity and Nasdaq compliance.

The\nExchange Cap and share availability may limit our ability to issue the underlying shares.

Until\nthe required stockholder approval is obtained, the Series B financing is subject to an aggregate 19.99% issuance limit. The registration\nof shares for resale does not remove that limit or ensure that sufficient authorized shares are available. Failure to obtain approvals\nor maintain sufficient authorized and reserved shares may prevent timely conversion or exercise, expose us to contractual claims and\nimpair our ability to finance operations.

Failure\nto comply with registration obligations may result in payments to investors.

The\nRegistration Rights Agreement provides for cash liquidated damages for specified registration failures, generally at 1% of an investor’s\npurchase price for each applicable month, subject to contractual exceptions and a 6% aggregate cap, with possible interest on unpaid\namounts. These obligations may reduce our working capital.

USE\nOF PROCEEDS

This\nprospectus covers resale by the Selling Stockholders of up to 24,513,943 shares of Common Stock. The Selling Stockholders will\nreceive all resale proceeds. We will receive no proceeds from those sales or from conversion of the Series B Preferred Stock. The September\n1 and September 11, 2026 resulted in gross proceeds of $4,600,000 and $2,549,900, respectively, or $7,149,900 before offering expenses,\nwith net proceeds intended for working capital and general corporate purposes, subject to the Securities Purchase Agreement. Separately,\ncash exercise of the current 7,149,900 unadjusted Series A Warrant shares at $0.825 and 7,149,900 unadjusted Series B Warrant\nshares at $0.95 would yield $5,898,667.50 and $6,792,405, respectively, or $12,691,072.50 in total. The floor amendment\ndoes not itself reset those exercise prices. Applicable proportional share adjustments preserve aggregate exercise value before fractional-share\ntreatment. Actual proceeds depend on the outstanding entitlements and manner and timing of exercise; cashless exercises yield no cash.\nWe cannot assure any cash exercise proceeds.

We\nintend to use any cash Warrant exercise proceeds for working capital and general corporate purposes, subject to the Securities Purchase\nAgreement. That agreement restricts use of proceeds for debt repayment (other than ordinary-course trade payables), redemption of equity\nsecurities, settlement of outstanding litigation and payments that violate applicable anti-corruption or sanctions requirements. We may\ninvest available proceeds temporarily in short-term, interest-bearing or investment-grade instruments. Management retains discretion\nover permitted uses.

SERIES\nB PRIVATE PLACEMENT

August\n2026 Purchase Agreement and September 2026 Closings

On\nAugust 21, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with accredited investors\nfor a private placement (the “Series B Private Placement”) of up to 11,000 shares of Series B Preferred Stock at $1,000 per\nshare, together with Series A Warrants and Series B Warrants initially exercisable for up to 11,000,000 shares of Common Stock each.\nThe initial conversion price was $0.70 per share; the initial Warrant exercise prices were $0.825 and $0.95 per share, respectively,\nsubject to adjustment. The offering relied on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

The\nfollowing table presents the amounts reported for the initial closing on September 1, 2026 and the subsequent closing on September 11,\n2026. Gross proceeds are before offering expenses. Initial conversion-share amounts are those stated in the respective closing reports;\nWarrant share counts are before adjustments. These historical figures do not represent current outstanding balances. All preferred shares\nand Warrants issued at these closings were issued solely to investors that executed the Securities Purchase Agreement on August 21, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Closing	Preferred shares issued		Initial conversion shares reported		Series A Warrant shares	Series B Warrant shares	Gross proceeds
September 1, 2026		4,600		6,571,428		4,600,000		4,600,000	$	4,600,000
September 11, 2026		2,549.9		3,642,714		2,549,900		2,549,900	$	2,549,900
Total		7,149.9		10,214,142		7,149,900		7,149,900	$	7,149,900

The\nhistorical closing reports identify 10,214,142 initial conversion shares and 7,149,900 initial shares in each Warrant series, totaling\n24,513,942 before dividends and adjustments. For this prospectus, current outstanding Series B Preferred Stock is 7,149 shares with $7,149,900\nstated value, and current Warrant entitlements cover 7,149,900 shares in each series before adjustments. Historical gross proceeds\nand unfunded subscription amounts are not recalculated solely from the current outstanding balances.

The\nSeptember 1 report described $4,400,000 of additional executed subscriptions awaiting release of funds and an expected September 4 closing.\nThe September 11 closing produced $2,549,900 of that amount, leaving $1,850,100 of those previously announced subscriptions not reported\nas closed. The September 11 report contemplated possible further closings without assurance as to completion or timing. The $7,149,900\nfunded total also leaves $3,850,100 below the $11,000,000 offering ceiling; that remaining capacity is not represented as fully subscribed\nor funded.

The\nsecurities are subject to beneficial ownership restrictions and an aggregate Exchange Cap equal to 19.99% of the Common Stock outstanding\nimmediately before execution of the Securities Purchase Agreement, unless the required stockholder approval is obtained. The Company\nagreed to use reasonable best efforts to obtain approval, including any necessary increase in authorized capital, within 60 days after\nthe Closing Date. Registration effectiveness does not itself satisfy that requirement. See “Description of Securities” for\nconversion, dividend, adjustment and exercise terms.

October\nFloor Price Amendments

The\nLetter Agreement and Consent dated October 9, 2026 provides for a $0.266 per-share floor on Series B conversion and dividend-share pricing\nand the exercise prices of both Warrant series. The letter becomes effective upon execution and delivery by the Company, all holders\nof outstanding Series B Preferred Stock, and every holder of outstanding PIPE Warrants or rights to receive them. Upon that execution\nand delivery, the letter is deemed effective between the parties as of September 30, 2026. Both amendments become operative only when\nthe certificate amendment filed with the Nevada Secretary of State becomes effective (the “Amendment Effective Time”). We\nfiled the amendment to the Series B Certificate of Designation on October 21, 2026.

The\nletter states that $0.266 equals 20% of the $1.33 Nasdaq Minimum Price on August 20, 2026. The floor is subject only to the specified\nproportional stock-change adjustments and is not rounded to the nearest cent. The amendments do not themselves reset the stated initial\nWarrant prices of $0.825 and $0.95, restart any Warrant term, remove the existing Nasdaq Minimum Price qualification, ownership limits\nor Exchange Cap, or assure a particular accounting classification or Nasdaq determination. See “Description of Securities.”

Shares\nRegistered

The\nfollowing table sets out the 24,513,943 shares registered by this prospectus, based on the original $0.70 conversion price for\n7,149.9 outstanding Series B Preferred Stock shares and the unadjusted shares under each Warrant series.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Security	Preferred or original Warrant shares		Original conversion or exercise price			Common shares registered
Series B Preferred Stock		7,149		$	0.70		10,214,143
Series A Warrants		7,149,900		$	0.825		7,149,900
Series B Warrants		7,149,900		$	0.95		7,149,900
Total registered							24,513,943

The\nconversion-share amount equals $7,149,900 of stated value divided by $0.70, or 10,212,857.142857 shares, rounded up to 10,214,143\nwhole shares. The registered total includes the original 7,149,900 shares under each Warrant series and no reserve for future\nprice adjustments or stock-paid dividends. The $0.266 floor amendment does not change the number registered. If an adjustment or stock-paid\ndividend results in additional Registrable Securities exceeding the shares then registered, we will file an additional resale registration\nstatement in accordance with the Registration Rights Agreement. Issuances remain subject to the Exchange Cap, ownership limits and available\nauthorized shares.

The\nSecurities Purchase Agreement restricts variable-rate financings and specified equity funding arrangements while the Series B Preferred\nStock or Warrants remain outstanding, and restricts stock splits and reclassifications until 120 days after the agreement’s defined\nEffective Date without the specified investor consent.

We\nare registering the Common Stock described on the cover under a Registration Rights Agreement dated August 21, 2026. The filed agreement\nmeasures its initial filing deadline as the 30th Trading Day following that date, and its effectiveness deadline as the 60th calendar\nday, or the 90th calendar day if the SEC conducts a full review, subject to acceleration of the deadline after SEC no-review notice and\napplicable Trading Day adjustments. The agreement provides for liquidated damages for specified failures, as described under “Risk\nFactors,” and requires continuing registration coverage subject to its terms. If an adjustment or stock-paid dividend results in\nadditional Registrable Securities exceeding the number registered, we will file an additional resale registration statement covering\nthose securities as required by Section 3(c) of the Registration Rights Agreement, as soon as reasonably practicable and within the applicable\ncontractual filing deadline. This prospectus does not register a reserve of shares calculated at the floor price.

The\ndescriptions above are summaries qualified by the applicable agreements and certificates filed as exhibits to this registration statement.\nThe Series A Preferred Stock financing remains a separate historical transaction; this prospectus covers securities from the Series B\nPrivate Placement.

SELLING\nSTOCKHOLDERS

This\nprospectus covers 24,513,943 shares of Common Stock, consisting of 10,214,143 principal conversion shares underlying 7,149.9\noutstanding Series B Preferred Stock shares at the original $0.70 conversion price, rounded up to a whole share, 7,149,900 Series\nA Warrant shares and 7,149,900 Series B Warrant shares. The Warrant amounts are the original, unadjusted share counts. The table\nbelow identifies each Selling Stockholder and its allocated maximum resale amount. Additional Registrable Securities arising from later\nadjustments will be covered by an additional resale registration statement as required by the Registration Rights Agreement.

“Selling\nStockholders” includes the holders named below and their permitted successors and transferees identified in an appropriate prospectus\nsupplement or amendment. The table is presented as of October 22, 2026. Beneficial ownership before and after the offering is\ndetermined under Section 13(d) of the Exchange Act and the applicable rules, including securities acquirable within 60 days and enforceable\nconversion and exercise restrictions. Percentages are based on 10,468,226 outstanding shares, adjusted for shares deemed outstanding\nfor the relevant holder. The maximum offered column reflects registered shares without reduction for ownership blockers. After-offering\nownership assumes sale of all shares offered by that holder and retention of its other holdings. Management identifies Caring Investments,\nLP as the sole Series B investor; share amounts and beneficial ownership percentages remain subject to the completed-closing cap table\nand applicable ownership blockers.

Conversion\nand exercise are initially subject to a 4.99% beneficial ownership limitation, which may be increased, with the required notice, up to\n9.99%; an increase takes effect on the 61st day after notice. The aggregate Exchange Cap is separate. The beneficial ownership columns\nreflect applicable restrictions. The Selling Stockholders may sell all, some or none of their offered shares. See “Plan of Distribution.”

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name\n of Selling Stockholder

Common Stock

Beneficially

Owned Before

Offering

(number and

percentage)

Maximum

Number of

shares of

Common Stock

to be Sold

Pursuant to

this Prospectus

Common Stock

Beneficially

Owned After

Offering

(number and

percentage)

Caring\n Investments, LP (1)

0\n (0.00%)

24,513,943

0\n (0.00%)

\n \n \n \n

(1)

The securities are directly held by Caring\n Investments, LP, and may be deemed to be beneficially owned by: (i) General Partner 1001700417 Ontario Inc.; and (ii) David\n Tomlin as the Director of the General Partner 1001700417 Ontario Inc. The warrants are subject to a beneficial ownership limitation\n of either 4.99% or 9.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that\n would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of\n the beneficial ownership limitation The business address for the Selling Stockholder is 301-217 Queen St. W, Toronto, ON, M5V0R2,\n Canada.

MANAGEMENT’S\nDISCUSSION AND ANALYSIS OF

FINANCIAL\nCONDITION AND RESULTS OF OPERATIONS

The\nfollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited\ncondensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025 and our audited consolidated financial\nstatements for 2025 and 2024, together with the related notes included elsewhere in this prospectus. This discussion and analysis of\nour financial condition and results of operations and other parts of this prospectus contain forward-looking statements based upon current\nbeliefs that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions\nand projections. Our actual results and the timing of selected events could differ materially from those described in or implied by these\nforward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in\nthis prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the\nimportant factors that could cause actual results to differ materially from our forward- looking statements. Please also see the section\nentitled “Cautionary Note Regarding Forward-Looking Statements.”

Overview\nand Business Trends

Caring\nBrands, Inc., a Nevada corporation (“Caring Brands” and together with its subsidiaries, the “Company,” or “we”),\nis a wellness consumer products company. We offer several over-the-counter, or (OTC) and cosmetic, consumer products. Our product pipeline\nincludes a diverse range of products, such as hair loss treatments, Eczema and Psoriasis Treatments, vitiligo solutions, and a Jellyfish\nsting protective suncare line, that cater to different health and wellness needs. Our method of operation is to ensure that (1) the mechanism\nof action of all products is established, (2) efficacy is determined through controlled clinical trials, (3) products are protected by\nissued and filed patents, and (4) products have acceptable commercial stability.

Results\nof Operations for the Three and Six Months Ended June 30, 2026 and 2025

The\nfollowing table summarizes our interim results of operations. Amounts are in dollars, except per-share data and share counts.

	Three months ended June 30, 2026			Three months ended June 30, 2025		Six months ended June 30, 2026	Six months ended June 30, 2025
Revenue		—			1,587		—		3,056
Cost of revenue		—			722		—		1,400
Gross profit		—			865		—		1,656
Operating expenses		638,737			660,448		2,360,236		1,200,582
Operating loss		(638,737	)		(659,583	)	(2,360,236	)	(1,198,926	)
Other income (expense)		50			(1,000	)	62		—
Interest income (expense), net		(39	)		—		(287,028	)	(427	)
Total other income (expense)		11			(1,000	)	(286,966	)	(427	)
Net loss		(638,726	)		(660,583	)	(2,647,202	)	(1,199,353	)
Accretion to redeemable preferred equity		217,753			—		2,062,360		—
Dividends on Series A preferred stock		78,540			—		88,508		—
Net loss attributable to common stockholders		(935,019	)		(660,583	)	(4,798,070	)	(1,199,353	)
Net loss per common share, basic and diluted		(0.10	)		(0.05	)	(0.41	)	(0.09	)
Weighted-average common shares, basic and diluted		8,994,253			13,336,471		11,705,727		13,276,331

Potentially\ndilutive preferred stock, warrants, options and restricted stock units were excluded from diluted loss per share because their effect\nwould have been anti-dilutive in each period.

Revenue\nand Cost of Revenue

We\ngenerated no revenue and incurred no cost of revenue during either the three or six months ended June 30, 2026. For the comparable 2025\nperiods, revenue was $1,587 and $3,056, respectively, and cost of revenue was $722 and $1,400, respectively. The prior-year amounts reflected\nearly-stage product activity. We remain in the process of developing and commercializing our products and have not yet generated meaningful\ncommercial revenue.

Operating\nExpenses

Operating\nexpenses for the three months ended June 30, 2026 were $638,737, compared with $660,448 in the prior-year quarter, a decrease of $21,711,\nor approximately 3%. Selling, general and administrative expenses increased by $4,856, or approximately 23%, to $26,187, reflecting higher\npublic company compliance, insurance and administrative costs. Payroll expenses decreased by $74,928, or approximately 15%, to $414,186.\nThe prior-year quarter included $382,000 of stock-based consulting expense, while the current quarter included $204,967 of non-cash restricted\nstock unit and stock option amortization. Professional service fees increased by $123,361, or approximately 164%, to $198,364, primarily\nbecause of higher legal, accounting and audit fees relating to settlement matters, the second Series A financing tranche and public company\ncompliance. Depreciation and amortization decreased from $75,000 to zero following the full impairment of our intellectual property license\nin 2025.

Operating\nexpenses for the six months ended June 30, 2026 were $2,360,236, compared with $1,200,582 in the prior-year period, an increase of $1,159,654,\nor approximately 97%. Selling, general and administrative expenses increased by $63,233, or approximately 123%, to $114,723 because of\nhigher public company compliance, insurance and administrative costs. Payroll expenses increased by $658,739, or approximately 77%, to\n$1,514,886, primarily reflecting non-cash stock-based compensation, including restricted stock unit and stock option amortization and\nshares committed under consulting, advisory and settlement arrangements, as well as expanded management personnel. The prior-year period\nincluded $607,000 of shares issued for services. Professional service fees increased by $587,682 to $730,627, primarily because of legal,\naccounting, consulting and audit fees relating to the Series A financings, settlements and public company compliance, including $300,000\nof consulting fees to be settled in stock. Depreciation and amortization decreased from $150,000 to zero.

No\nimpairment charges were recorded in the three or six months ended June 30, 2026 or the comparable 2025 periods. Operating loss was $638,737\nfor the 2026 quarter, compared with $659,583 for the 2025 quarter, a decrease of $20,846, or approximately 3%. For the six-month periods,\noperating loss increased by $1,161,310, or approximately 97%, from $1,198,926 to $2,360,236, primarily because of higher stock-based\ncompensation and professional service fees, partially offset by the absence of depreciation and amortization.

Other\nIncome and Expense and Net Loss

For\nthe three months ended June 30, 2026, interest expense, net was $39 and other income was $50, compared with no interest expense and $1,000\nof other expense in the prior-year quarter. For the six months ended June 30, 2026, interest expense, net was $287,028, compared with\n$427 in the prior-year period. The $286,601 increase arose entirely in the first quarter and primarily reflected non-cash charges associated\nwith the Greentree promissory note converted into common stock in March 2026, including $148,867 of guaranteed interest, $141,350 of\namortization of debt discounts and $6,903 of amortization of debt issuance costs. Other income for the six-month period was $62, compared\nwith zero in 2025.

Net\nloss was $638,726 for the three months ended June 30, 2026, compared with $660,583 for the prior-year quarter. After $217,753 of accretion\nto redeemable preferred equity and $78,540 of Series A dividends, net loss attributable to common stockholders was $935,019, or $0.10\nper basic and diluted share, compared with $660,583, or $0.05 per share, in 2025. For the six-month period, net loss was $2,647,202,\ncompared with $1,199,353 in 2025. After $2,062,360 of accretion and $88,508 of Series A dividends, net loss attributable to common stockholders\nwas $4,798,070, or $0.41 per basic and diluted share, compared with $1,199,353, or $0.09 per share, in 2025.

Interim\nFinancial Condition, Liquidity and Capital Resources

At\nJune 30, 2026, cash and cash equivalents were $1,820,365, compared with $2,189,232 at December 31, 2025. The $368,867 decrease reflected\n$1,013,867 of operating cash use, partially offset by $645,000 of net financing cash inflows. Total assets decreased by $417,195 to $1,909,623,\nprimarily because cash decreased by $368,867 and prepaid expenses and other current assets decreased by $48,328. Inventory was unchanged,\nand we had no non-current assets at either date.

Total\nliabilities increased by $149,152 to $384,646 at June 30, 2026. Accounts payable increased by $123,454, primarily in connection with\nGenesis consulting services, and accrued expenses and other current liabilities increased by $84,348, largely reflecting preferred dividends.\nThese increases were partially offset by the elimination of $58,650 of long-term debt, net, following conversion of the Greentree note.\nSeries A Preferred Stock was reported as $4,232,686 of mezzanine equity at June 30, 2026, and stockholders’ deficit was $2,707,709,\ncompared with stockholders’ equity of $2,091,324 at December 31, 2025.

Cash\nproceeds reported from the Series A financings during the six months ended June 30, 2026 totaled $3,870,000, consisting of $3,470,000\nof net proceeds received in March and $400,000 of subscription proceeds received in June. We used $3,075,000 to repurchase and retire\n6,250,000 common shares and advanced $150,000 for a further repurchase of 150,000 common shares. The June subscription and advance were\nincluded in the June 30 cash flows; execution of final transaction documents in July and completion of the 150,000-share retirement on\nJuly 16 do not represent additional cash receipts or payments for those amounts.

After\nJune 30, 2026, the Series B closings on September 1 and September 11 generated $4,600,000 and $2,549,900, respectively, or $7,149,900\nof gross proceeds before offering expenses. The net proceeds are intended for working capital and general corporate purposes, subject\nto the Securities Purchase Agreement. In September we announced plans to use funding to develop our salesforce and domestic and international\nmarketing campaigns. Those proceeds are not revenue and are not included in the June 30 cash balance or six-month cash flows. Potential\ncash proceeds from future Warrant exercises are not cash already received. See “Series B Private Placement” and “Use\nof Proceeds.”

In\nconnection with the August Series A certificate restatement, the holder’s triggering-event redemption right was eliminated. The\npreliminary pro forma balance sheet furnished on September 11 included a $3,852,686 reclassification of Series A Preferred Stock from\nmezzanine to permanent equity and gave effect to the completed Series B closings as if they occurred on August 31, 2026, resulting in\npreliminary pro forma stockholders’ equity of $8,220,419. That information remains subject to final accounting and review, including\nclassification and valuation of the preferred stock, warrants and embedded features, allocation of proceeds and offering costs, dividends\nand other charges. It is not our actual September 11 financial position, a substitute for GAAP financial statements or Nasdaq confirmation\nof compliance. Further losses, dividends and other charges may reduce equity.

Our\nprincipal cash requirements include payroll, professional service fees, public company compliance and commercialization activities. In\nthe June 30, 2026 Form 10-Q, filed August 13, 2026, management stated that then-available cash resources were expected to fund operations\nfor at least the following twelve months. The subsequent Series B financing provides additional liquidity. We may seek further capital\nfor longer-term growth, strategic investments or acquisitions, but financing may not be available on acceptable terms or at all. Our\nability to meet our needs depends on operating performance and economic, competitive, financial and regulatory factors, including the\nrisks described under “Risk Factors.”

Interim\nCash Flows

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Six months ended \n June 30, 2026			Six months ended \n June 30, 2025
Net cash used in operating activities		(1,013,867	)		(451,105	)
Net cash used in investing activities		—			—
Net cash provided by financing activities		645,000			56,000
Net decrease in cash and cash equivalents		(368,867	)		(395,105	)

Net\ncash used in operating activities increased from $451,105 in the six months ended June 30, 2025 to $1,013,867 in the six months ended\nJune 30, 2026. The 2026 net loss of $2,647,202 was partially offset by $1,036,496 of stock-based compensation, $137,500 of stock-based\ncompensation attributable to the loss on common shares repurchased from a related party, and $141,350 of debt discount amortization.\nWorking-capital changes included increases in accounts payable of $123,454 and accrued expenses and other current liabilities of $146,207,\nand a $48,328 decrease in prepaid expenses and other current assets; inventory was unchanged.

For\nthe six months ended June 30, 2025, operating cash use reflected a $1,199,353 net loss, partially offset by $607,000 of shares issued\nfor services and $150,000 of depreciation and amortization. Working-capital changes included a $6,935 increase in accounts payable, an\n$11,438 decrease in accrued expenses, a $4,891 increase in prepaid expenses and a $642 decrease in inventory. There were no investing\ncash flows in either six-month period.

Net\ncash provided by financing activities was $645,000 for the six months ended June 30, 2026, comprising $3,870,000 of reported Series A\nfinancing cash proceeds, less $3,075,000 of common-share repurchases and the $150,000 advance for the additional repurchase. Financing\ncash inflows of $56,000 in the comparable 2025 period comprised $50,000 of related-party borrowings and $6,000 of share proceeds.

Results\nof Operations for the Years Ended December 31, 2025 and 2024

The\nfollowing table sets forth our consolidated statements of operations data in dollars for the periods presented:

	For the Year Ended December 31, 2025			Predecessor From January 1 to September 24, 2024			Successor From September 25 to December 31, 2024

Revenue	$	4,215			$	-		$	465
Cost of revenue		1,873				-			2,072
Gross profit		2,342				-			(1,607	)

Selling, general and administrative expenses		147,694				76,872			26,462
Payroll expense		2,008,394				334,644			578,100
Professional service fees		931,279				243,057			116,652
Impairment loss on Intellectual property		2,550,000				-			-
Depreciation and amortization		300,000				-			150,000
Total operating expenses		5,937,367				654,573			871,214

Operating loss		(5,935,025	)			(654,573	)		(872,821	)

Other income(loss)		1,000				-			-
Impairment loss on investment		(500,000	)			-			-
Gain on debt settlement		175,000				-			-
Interest income (expense), net		(19,166	)			(67	)		10,030
Total other income (expense)		(343,166	)			(67	)		10,030

Net loss	$	(6,278,191	)		$	(654,640	)	$	(862,791	)

Net loss per share:
Basic	$	(0.46	)			N/A		$	(0.07	)
Diluted	$	(0.46	)			N/A		$	(0.07	)
Weighted average shares outstanding:
Basic		13,565,096				N/A			13,089,592
Diluted		13,565,096				N/A			13,089,592

Comparison\nof the year ended December 31, 2025 to the year ended December 31, 2024.

Revenue\nand Cost of revenue

The\nCompany generated revenue of $4,215 and $465, and the cost of revenue was $1,873 and $2,072 for the years ended December 31, 2025 and\n2024, respectively. Revenue and Cost of revenue in the year ended December 31, 2024 were inconsequential and in the period of January\n1, 2024 to September 24, 2024 (“Predecessor Year to Date (YTD) Period”) and the period of September 25, 2024 to December\n31, 2024 (“Successor 2024 Period”) the Company had revenue of $465. The Company is still in process of developing and commercializing\nits products.

Operating expenses

Operating expenses for the year ended December 31, 2025 were $5,937,367, compared to total operating expenses of $1,525,787\nfor the year ended December 31, 2024. The 2024 total consists of $654,573 incurred during the Predecessor YTD Period and $871,214 incurred\nduring the period from Successor 2024 Period. The increase of $4,411,580 in 2025 was primarily attributable to increased payroll, professional\nservice fees, and a full year of amortization of the Company’s intellectual property license.

Selling, general and administrative\nexpenses were $147,694 for the year ended December 31, 2025, compared to $76,872 during the Predecessor YTD Period and $26,462 during\nthe Successor 2024 Period. The increase in 2025 reflects higher corporate administrative costs, including public company compliance, insurance,\nand general overhead expenses following the Company’s separation and NASDAQ listing. Payroll expenses were $2,008,394 for the year\nended December 31, 2025, compared to $334,644 in the Predecessor YTD Period and $578,100 in the Successor 2024 Period. The significant\nincrease in 2025 reflects the expansion of management and operational personnel necessary to support commercialization efforts, corporate\nrestructuring activities, and public company reporting requirements. Professional service fees totaled $931,279 for the year ended December\n31, 2025, compared to $243,057 in the Predecessor YTD Period and $116,652 in the Successor 2024 Period. The increase in 2025 was primarily\nattributable to higher legal, accounting, consulting, advisory, investor relations, and audit fees incurred in connection with corporate\nrestructuring activities, capital markets initiatives, and ongoing public company compliance. Depreciation and amortization expense totaled\n$300,000 for the year ended December 31, 2025, compared to $0 during the Predecessor YTD Period and $150,000 during the Successor 2024\nPeriod. The increase in 2025 is primarily attributable to a full year of amortization of the Company’s intellectual property license,\nwhereas prior periods reflected only partial-period amortization.

During\n2025, the Company recognized an impairment loss on its intellectual property license of $2,550,000, compared to no such impairment in\nprior periods. The impairment reflects management’s assessment that the carrying value of the intellectual property was no longer\nrecoverable based on current business conditions and expected future economic benefits.

As\na result of the foregoing, the Company reported an operating loss of $5,935,025 for the year ended December 31, 2025, compared to an\noperating loss of $654,573 during the Predecessor YTD Period and $872,821 during the Successor 2024 Period.

Other\nincome (expense)

Other\nincome (expense) was $1,000 for the year ended December 31, 2025, compared to $0 during both the Predecessor YTD Period and the Successor\n2024 Period.

The\nCompany also recorded an impairment loss on its investment of $500,000 for the year ended December 31, 2025, with no comparable activity\nin prior periods. This impairment was driven by a decline in the estimated fair value of the underlying investment.

In\naddition, the Company recognized a gain on debt settlement of $175,000 during 2025, compared to $0 in prior periods. The gain resulted\nfrom negotiated settlements with certain creditors, whereby outstanding obligations were extinguished at amounts below their carrying\nvalue.

Interest\nexpense was $19,166 for the year ended December 31, 2025, compared to interest expense of $67 during the Predecessor YTD Period and net\ninterest income of $10,030 during the Successor 2024 Period. The increase in interest expense in 2025 was primarily attributable to borrowings\nunder the term loan with Greentree Financial Group, Inc. and related party loans, as further discussed in Note 7 – Debt.

Liquidity\nand Capital Resources for the Years Ended December 31, 2025 and 2024

Overview

As\nof December 31, 2025, the Company had cash and cash equivalents of $2,189,232, compared to $468,998 as of December 31, 2024. The increase\nin cash was primarily attributable to the completion of the Company’s initial public offering during 2025.

In\nconnection with the Initial Public Offering (“IPO”), the Company issued 1,000,000 shares of common stock at a public offering\nprice of $4.00 per share, generating gross proceeds of $4,000,000. After underwriting discounts, commissions, and offering-related expenses\ntotaling approximately $764,308, the Company received net proceeds of approximately $3,235,692.

Total\nassets decreased to $2,326,818 as of December 31, 2025, compared to $3,877,481 at December 31, 2024. The decrease was primarily driven\nby the full impairment of the Company’s intellectual property and investment balances during 2025, which reduced non-current assets\nto nil. This decline was partially offset by an increase in cash and cash equivalents, primarily resulting from proceeds received from\nthe Company’s IPO.

Total\nliabilities were $235,494 at December 31, 2025, compared to $186,105 at December 31, 2024, reflecting higher accounts payable and borrowings\nunder the term loan as the Company expanded its operations.

The\nCompany’s primary cash requirements consist of funding operating expenses, including payroll and professional service fees, and\nsupporting corporate development and compliance activities as a public company.

Our\ncurrent interim liquidity and subsequent financing developments are discussed above under “Interim Financial Condition, Liquidity\nand Capital Resources.” Additional capital may be required to support long-term growth initiatives, strategic investments or acquisitions;\nthere can be no assurance that such capital will be available on acceptable terms or at all.

Our\nability to meet our operating, investing and financing needs depends to a significant extent on our future financial performance, which\nwill be subject in part to general economic, competitive, financial, regulatory and other factors that are beyond our control, including\nthose described under “Risk Factors” in this prospectus.

Cash\nflows

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Year \n Ended \n December 31, 2025			Predecessor\n From \n January 1 to September\n 24, 2024			Successor\n From \n September 25 to December 31, 2024
Net cash (used in) provided by:
Net cash used in operating activities	$	(1,692,258	)		$	(551,743	)	$	(272,248	)
Net cash provided by investing activities	$	-			$	-		$	608,596
Net cash provided by financing activities	$	3,412,492			$	666,232		$	-

Cash\nused in operating activities

For\nthe year ended December 31, 2025, net cash used in operating activities was $1,692,258, compared to net cash used of $551,743 during\nthe Predecessor YTD Period and $272,248 during the Successor 2024 Period. For 2025, cash used in operating activities included a net\nloss of $6,278,191, partially offset by non-cash expenses (gain) consisting primarily of:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	$2,550,000 of impairment\n loss on Intellectual property,
	●	$500,000 of impairment\n loss on investment
	●	$1,238,650 related to the\n fair value of shares issued for services,
	●	$300,000 of amortization\n of the license agreement,
	●	$6,667 of amortization\n of debt discounts, and
	●	$175,000 of gain on debt\n settlement.

Changes\nin working capital also impacted operating cash flows. Accounts payable decreased by $95,101, and accrued expenses decreased by $10,180,\nand increase in prepaid expenses and other current assets of $79,985. Inventory levels remained relatively stable during the period.\nDuring the Predecessor YTD Period, operating cash used of $551,743 was primarily attributable to a net loss of $654,640, partially offset\nby increases in accounts payable of $139,502 and accrued expenses of $6,816, as well as a decrease in prepaid expenses and other current\nassets of $43,775. During the Successor 2024 Period, net cash used in operating activities of $272,248 was primarily driven by a net\nloss of $862,791, partially offset by non-cash amortization of $150,000 and fair value adjustments related to shares issued for services\nof $400,000. Changes in working capital during the Successor period were not material.

Cash\nused in investing activities

For\nthe year ended December 31, 2025, net cash provided by investing activities was $0.

During\nthe Successor 2024 Period, net cash provided by investing activities was $608,596, representing cash acquired in connection with the\nreverse merger transaction. There were no investing activities during the Predecessor YTD Period.

Cash\nprovided by financing activities

For\nthe year ended December 31, 2025, net cash provided by financing activities was $3,412,492, compared to $666,232 provided by financing\nactivities for the year ended December 31, 2024.

Financing\nactivities during 2025 primarily consisted of:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	$3,235,692 in net proceeds\n from the Company’s initial public offering,
	●	$170,000 in proceeds from\n long-term debt,
	●	$120,000 in proceeds from\n related party loans,
	●	$(120,000) in payment on\n related party loan payable, and
	●	$6,800 from the issuance\n of common stock.

During\nthe Predecessor YTD Period, net cash provided by financing activities was $666,232, consisting primarily of intercompany loans to Caring\nBrands Florida prior to acquisition.

There\nwere no financing activities during the Successor 2024 Period.

Contractual\nobligations and commitments

There\nare no fixed forward agreements for lease expense, license fees, or capital expenditures.

Off-balance\nsheet arrangements

We\nare not party to any off-balance sheet arrangements.

Critical\naccounting policies and estimates

This\nMD&A is based on our audited consolidated annual financial statements and unaudited condensed consolidated interim financial statements\nprepared in accordance with U.S. generally accepted accounting principles. Their preparation requires estimates and judgments affecting\nreported assets, liabilities, revenues and expenses. Management bases estimates on historical experience and other assumptions it considers\nreasonable and evaluates those estimates on an ongoing basis. Actual results may differ. Except for the Series A Preferred Stock accounting\ndescribed below, the June 30, 2026 Form 10-Q reported no significant changes to the critical accounting policies and estimates described\nin our 2025 Form 10-K.

Intellectual\nProperty

Intellectual\nproperty, including license agreements, is recorded at cost and amortized over the estimated useful life of the license using the straight-line\nmethod. The Company evaluates its intellectual property for impairment whenever events or changes in circumstances indicate that the\ncarrying amount of a long-lived asset may not be recoverable, in accordance with ASC 360. During the year ended December 31, 2025, management\nidentified indicators of impairment related to its intellectual property and performed an impairment assessment. Based on this evaluation,\nthe Company determined that the carrying value of the intellectual property was not recoverable and recorded an impairment charge of\n$2,550,000. No impairment charges were recorded during the year ended December 31, 2024, including both the Predecessor and Successor\nperiods. Following the full impairment, no intellectual property balance remained at December 31, 2025 or June 30, 2026, and no related\namortization was recorded during the three or six months ended June 30, 2026. No impairment charges were recorded in either the 2026\ninterim periods or their 2025 counterparts.

Stock\nBased Compensation

The\nCompany recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation”\n(“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements\nbased on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required\nto provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured\non the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the\noption grant.

The\nCompany has adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment\nAccounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based\npayments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for\nshare-based payments to nonemployees and employees will be substantially aligned.

Series\nA Preferred Stock Classification

Fair\nValue of Financial Instruments

The\nfair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value\nMeasurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to\ntheir short-term nature.

Recent\naccounting pronouncements

New\naccounting pronouncements issued but not yet adopted

In\nNovember 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures\n(Subtopic 220-40). The standard requires additional disclosures, in the notes to financial statements, of specified information about\ncertain costs and expenses included in the captions presented on the face of the income statement. The new guidance is effective for\nthe Company’s annual reporting period beginning January 1, 2027, and interim reporting periods beginning January 1, 2028. The guidance\nwill be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company\nexpects ASU 2024-03 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial\ncondition.

In\nMay 2025, the FASB issued ASU No. 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic\n606), which is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance\ncondition” and eliminating forfeiture policy election for service conditions associated with share-based consideration payable\nto a customer. In addition, ASU No. 2025-04 clarifies that the guidance in ASC 606 on the variable consideration constraints does not\napply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined\nunder ASC 718). ASU No. 2025-04 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan\nto adopt ASU No. 2025-04 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial\nstatements and disclosures.

Recently\nadopted accounting pronouncements

In\nDecember 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), requiring more detailed income tax rate-reconciliation\nand taxes-paid disclosures. The June 30, 2026 Form 10-Q presented this standard under recently adopted accounting pronouncements, with\napplication to annual periods beginning January 1, 2026. The standard affects disclosures and is not expected to affect results of operations,\ncash flows or financial condition.

In\nNovember 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable\nsegment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the\nChief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This\nASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses\nthe reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The\nASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December\n15, 2024. We adopted this ASU retrospectively on December 31, 2024. Refer to Note 12, Segment Reporting and Information about Geographic\nAreas for the inclusion of the new required disclosures.

From\ntime to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as\nof the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are\nnot yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption.

BUSINESS

General\nOverview

Our\nProducts

Prior\nto its Q3 2022 commercial launch in India as a treatment for vitiligo and psoriasis, Photocil was briefly launched in the United States\nmarkets from December 2022 until February 2023, however, was subsequently removed from the market due to insufficient sales resulting\nfrom the lack of a dedicated sales and marketing team. We are currently preparing for its relaunch in the United States, which is targeted\nfor 2026, as we explore manufacturing and marketing options. The product formulation has not been changed since its removal from the\nUS markets, and no changes to the formulation are planned for the proposed U.S. market relaunch. Photocil is a narrow band UV filter\nthat focuses UV in the 311nm range which is therapeutic for vitiligo and psoriasis. Dimethicone, also called polymethylsiloxane, is a\nsilicon-based polymer used as a lubricant and conditioning agent. It is the USP (United States Pharmacopeia, which is the official compendium\nof standards for medicines and healthcare products in the United States) monographed ingredient in Photocil. Dimethicone is used to create\na smooth feel and a water-resistant barrier on the skin. In addition to dimethicone, Photocil contains two UV filters that restrict the\nband width of UV rays on the skin to a narrow-range ~ 308 nm. This narrow-band UV has therapeutic properties. These proprietary technologies\nare not found in other sunscreens and Photocil does not contain conventional UV blockers found in the majority of sunscreens. The product\nis categorized as an OTC product in the United States, using an USP monographed ingredient as a skin protectant, with FDA-registered\nlabeling (USP monographed: A reference to ingredients listed in the United States Pharmacopeia (USP), which is the official compendium\nof standards for medicines and healthcare products in the United States). Photocil does not require FDA pre-market approval as it uses\nGRASE (Generally Recognized as Safe and Effective) ingredients and is currently marketed in India under local cosmetic regulations. Photocil\nis a cosmetic product designed to block certain UV radiation while allowing other UV radiation to pass through when applied to the skin.\nThe product contains ingredients that are listed in the USP monograph for skin protectants. As a cosmetic product, Photocil has not been\nevaluated by the FDA for safety and effectiveness. The product contains ingredients that are listed in the USP monograph for skin protectants\nand is marketed as a cosmetic product in compliance with FDA regulations for cosmetics. The Joint American Academy of Dermatology and\nNational Psoriasis Foundation guidelines for the management and treatment of psoriasis with phototherapy, published in JAMA Dermatology\nin 2019, strongly recommend narrow-band UVB phototherapy as a monotherapy for treating plaque psoriasis in adults, supported by a systematic\nreview and meta-analysis of 41 randomized controlled trials involving 2,416 patients.

Phototherapy

Management\nbelieves that phototherapy treatments, used for conditions such as psoriasis and vitiligo, are set for substantial growth globally. However,\nthere can be no guarantees that this growth will materialize as expected, as it is subject to various market conditions, regulatory developments,\nand other external factors beyond the Company’s control. Specific market data focused solely on the Indian phototherapy treatment\nsegment is limited, and the available market data focuses primarily on phototherapy devices. However, according to Future Market Insights\n(2023)¹, the Indian market is expected to experience strong growth, driven by the rising prevalence of skin disorders, increased\nhealthcare spending, and improved access to treatment in both urban and rural areas.

According\nto Future Market Insights (2023), the global phototherapy treatment market is projected to rise from ~ USD $1.9 billion in 2023\nto ~ USD $3.23 billion by 2033, at a CAGR of around 5.2% during the forecast period from 2023 to 2033. In India, the market is\nexpected to expand even faster, with an estimated CAGR of approximately 7.8% as of 2023, driven by a large patient base, increasing prevalence\nof skin disorders, greater awareness of noninvasive treatments, and improved healthcare infrastructure (Future Market Insights, 2023).

Psoriasis

According\nto a report by Nature Reviews Drug Discovery (2024)², the global psoriasis treatment market was worth ~ $34 billion globally\nin the 12 months ending June 2023. The report shows the US remains the dominant market for psoriasis therapies, accounting for approximately\n78% of total sales and growing at a compound annual growth rate of approximately 18%.

According\nto the same report (Nature Reviews Drug Discovery, 2024), with the current growth rate (CAGR of 8–10% from 2023 to 2030), the global\nmarket is expected to reach ~ USD $54-67 billion by 2030. Estimates from a report published on the National Center for Biotechnology\nInformation³, indicate that the prevalence of psoriasis in India ranges from 0.44% to 2.8% of the population, highlighting\nManagement’s belief in the significant market opportunity in India. However, actual market growth may be influenced by factors\nsuch as regulatory changes, competition, and economic conditions, which could impact the overall demand for psoriasis treatments. Management\nbelieves that Psoriasis treatment with Photocil may only address a very small fraction of the market in the US and India. However, actual\nmarket penetration will depend on various factors, including the development of a dedicated sales and marketing team at Caring Brands,\nmarket demand, competitive landscape, and regulatory considerations. There can be no assurance that these efforts will result in significant\nmarket adoption.

Vitiligo

According\nto a report by Expert Market Research (2024)⁴, the global vitiligo treatment market was valued at ~ USD 538.90 million in\n2024. The global market is projected to grow at a compound annual growth rate (CAGR) of 4.60% from 2025 to 2034, reaching ~ USD 807.70\nmillion by 2034 (Expert Market Research, 2024). According to Expert Market Research (2024), this growth is attributed to the increasing\nglobal prevalence of vitiligo and the rising demand for effective treatments, and Management believes that these factors may contribute\nto expanding market opportunities. However, actual market expansion may be influenced by factors such as regulatory changes, competition,\nand advancements in alternative therapies, which could impact the overall demand for vitiligo treatments.

^1.\nFuture Market Insights (2023) – Phototherapy Treatment Market: https://www.futuremarketinsights.com/reports/north-america-and-europe-phototherapy-treatment-market

^2.\nNature Reviews Drug Discovery (2024) – The Pipeline and Market for Psoriasis Drugs, Vol. 23, Issue 7, Pages 492-493. Doi: https://doi.org/10.1038/d41573-024-00018-2

^3.\nNational Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC4252960/ Kumar S, Nayak C., Padhi T, et al. (November,\n2014). Epidemiological pattern of psoriasis, vitiligo, and atopic dermatitis in India: A hospital-based point prevalence. Indian\nDermatology Online Journal, 5(Suppl 1), S2–S8. Doi: 10.4103/2229-5178.144499

^4.\nExpert Market Research (2024) – Vitiligo Treatment Market: https://www.expertmarketresearch.com/reports/vitiligo-treatment-market

According\nto the report by Expert Market Research (2024), the US market is expected to remain the dominant market for vitiligo treatments. The\nreport also states that the Asia Pacific region is expected to witness the fastest growth during the forecast period due to increasing\nawareness, emerging treatment options, growing research and development activities, and favorable government initiatives in developing\nnations. As part of this Asia Pacific region, management believes India presents a potential opportunity for market expansion. However,\nthere is no certainty that this growth will materialize as expected, as it depends on various external factors, which will impact the\noverall demand.

As\nper reports published on the National Centre for Biotechnology Information^{5 6}, across studies from India, the prevalence of\nvitiligo has consistently been reported to be between 0.25%-4% (Cureus Report)⁵ and can reach as high as 8.8% of the population\nin certain regions like Gujarat and Rajasthan (Indian Journal of Community Medicine)⁶, making India a highly affected region\nglobally. However, even though Management believes that this presents a potential market opportunity, Vitiligo treatment with Photocil\nis expected to address only a very small fraction of the total global market. Future market penetration is uncertain and subject to factors\nsuch as regulatory approvals, competitive dynamics, and effective marketing strategies. There can be no assurances that Photocil will\nachieve meaningful adoption in the market.

Our\nlicensee in India, Cosmofix and San Pellegrino Cosmetics, is currently exploring additional sub-licensing opportunities in Nepal, Bangladesh,\nSri Lanka, Vietnam, Philippines, Malaysia, Cambodia, Laos, Indonesia, UAE, Egypt, Algeria, Tunisia, Congo, Nigeria, Kenya, Thailand,\nBahrain, Iran, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, and Saudi Arabia. For further details in relation to the license\nagreement, please see “Intellectual Property – License Agreements” below. We are also in preliminary discussions\nregarding potential licensing opportunities in Europe and South America, though no formal agreements are currently in place. The results\nof clinical trials on Photocil have been published in Expert Opin Pharmacother, including 2014 Dec;15(18):2623-7; Dermatol Ther. 2014\nJul-Aug;27(4):195-7; Dermatol Ther. 2014 Sep-Oct;27(5):260-3. In July 2021, Safety Shot (then Jupiter Wellness) obtained an exclusive\nlicense from Applied Biology Inc. to manufacture and sell Photocil. Subsequently, in June 2022, Safety Shot (then Jupiter Wellness) acquired\nall assets of Applied Biology Inc., including Photocil, through an asset purchase agreement. The product was commercially launched in\nIndia in September 2022 under a licensing agreement with Cosmofix and San Pellegrino Cosmetics and entered the U.S. market in Q4 2022\nvia Amazon. However, it was removed from the U.S. market in February 2023 due to insufficient sales resulting from the lack of a dedicated\nsales and marketing team. In India, Photocil is currently marketed as an OTC product compliant with local regulatory standards. In the\nUnited States, it was previously commercialized with FDA-registered labeling as a Jupiter Wellness product. We plan to apply for a National\nDrug Code (NDC) number for FDA registration prior to relaunching the product in the U.S. market. In July 2021, Safety Shot, then Jupiter\nWellness, obtained an exclusive license from Applied Biology Inc. to manufacture and sell Photocil. Subsequently, in June 2022, Safety\nShot (then Jupiter Wellness). acquired all assets of Applied Biology Inc., including Photocil, through an asset purchase agreement. The\nproduct was commercially launched in India in September 2022 under a licensing agreement with Cosmofix and San Pellegrino Cosmetics and\nentered the U.S. market in Q4 2022 via Amazon. However, it was removed from the U.S. market in Q2 2023. In India, Photocil is currently\nmarketed as an OTC product compliant with local regulatory standards. In the United States, it was previously commercialized with FDA-registered\nlabeling as a Jupiter Wellness product. We plan to apply for a National Drug Code (NDC) number for FDA registration prior to relaunching\nthe product in the U.S. market. Photocil has been evaluated in clinical trials for the treatment of vitiligo and psoriasis, demonstrating\nsignificant efficacy.

Our\nrevised licensing agreement with SanPellegrino Cosmetics Private Limited, effective May 21, 2026 and announced June 1, 2026, covers Photocil\nand Hair Enzyme Booster and expands the licensed territory to India, Mexico, Brazil, Colombia, Ecuador, Peru, the Dominican Republic,\nTrinidad and Tobago, Russia, Australia and New Zealand. Existing sublicense relationships described in that announcement include Eris\nin India and Glenmark across Asia and the Middle East. Commercial availability in any market remains subject to applicable regulatory\nand commercial requirements. See “Intellectual Property” and the licensing discussion below.

^5.\nNational Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC11112533/ Saha D, Roy S, Ahmed R, et al. (April\n23, 2024). Clinico-Epidemiological Profile of Vitiligo Among Patients Attending a Tertiary Care Centre of North-East India. Cureus\n16(4): e58804. doi:10.7759/cureus.58804

^6.\nNational Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC4134529/ Vora R V., Patel B., Chaudhary A.H.,\net al. (July – Sept 2014). A Clinical Study of Vitiligo in a Rural Set up of Gujarat. Indian Journal of Community Medicine\n39(3):p 143-146, Jul–Sep 2014. Doi: 10.4103/0970-0218.137150

Our\nHair Enzyme Booster (JW-700), previously known as Minoxidil Booster, was initially developed by Applied Biology Inc. and was acquired\nby Safety Shot (then Jupiter Wellness) in June 2022 through an asset purchase agreement. The product received labelling approval as a\ncosmetic from the Central Drugs Standard Control Organization (CDSCO) and is currently being manufactured and sold in India through our\nagreement with Cosmofix and San Pellegrino Cosmetics. Hair Enzyme Booster (JW-700) was launched on Amazon on October 28, 2024, and became\navailable on NOVODX’s e-commerce platform on December 11, 2024. As of the date of this prospectus, the Hair Enzyme Booster (JW-700)\nis currently only for sale on Amazon.

The\nHair Enzyme Booster has been clinically shown to increase the enzymes needed for minoxidil (an FDA-approved over-the-counter medication\nused to treat hair loss and promote hair regrowth) to work, sulfotransferase enzymes, by using the product topically in conjunction with\ntopical minoxidil. The Hair Enzyme Booster (JW-700) is marketed and sold as a cosmetic product in the U.S., containing GRASE ingredients\nthat do not require FDA pre-market approval and complying with FDA labeling requirements. In India, it is currently marketed under local\ncosmetic regulations. The Company launched the Hair Enzyme Booster (JW-700) in the U.S in the fourth Quarter of 2024. The product is\ndesigned to improve Minoxidil efficacy and is available as a topical solution. It is designed to enhance the efficacy of minoxidil by\nincreasing necessary enzyme levels and must be used in combination with FDA-approved minoxidil products. JW-700 does not independently\ntreat hair loss or promote hair regrowth. Clinically shown to increase the sulfotransferase enzyme needed for minoxidil to work, is covered\nby four issued U.S. patents as announced on August 6, 2026, with additional U.S. and international patent applications in prosecution.

Minoxidil\nmarket was valued at $1.5 billion in 2022 and is expected to grow to $2.5 billion by 2032. Licensed to Taisho, a $2.6 billion revenue\ncompany and Japan’s leading seller of minoxidil products. They expect to launch the product commercially in 2025. The term of the\nTaisho License is for five (5) years with an automatic renewal of one (1) year unless terminated otherwise. As consideration, Caring\nBrands shall receive up to $200,000 in milestone payments and a 3% royalty subject to the terms and conditions of the Taisho License.\nOn September 1, 2022, Safety Shot (then Jupiter Wellness), entered into a license agreement with Cosmofix and San Pellegrino cosmetics\nto market and manufacture the Hair Enzyme Booster (JW-700) and Photocil for the Indian market and 31 other companies in Africa and Far\nEast. The license is for three years with an automatic renewal of one (1) year unless terminated otherwise. Photocil and the Hair Enzyme\nBooster (JW-700) are being sold in India. As consideration a 3% royalty subject to the terms and conditions of the Cosmofix/San Pellegrino\nlicense. The License was transferred to the Company, pursuant to the Separation and Exchange Agreement (as defined below). The Company\nlaunched the Hair Enzyme Booster (JW-700) in the US in 4Q, 2024. As the product contains components that are generally regarded as safe\n(GRASE) it does not require FDA approval. Clinical studies on the Hair Enzyme Booster (JW-700) have been published: Journal of Cosmetic\nDermatology (2022), Vol.21, Issue 4, 1647-1650. The Hair Enzyme Booster (JW-700) has undergone multiple clinical trials, demonstrating\nits potential efficacy in treating androgenetic alopecia (AGA). The Hair Enzyme Booster (JW-700) is designed to enhance the efficacy\nof minoxidil by increasing necessary enzyme levels and must be used in combination with FDA-approved minoxidil products. The Hair Enzyme\nBooster (JW-700) does not independently treat hair loss or promote hair regrowth.

CB-101\ntreatment for Atopic Dermatitis (Eczema) is a topical over-the-counter treatment for atopic dermatitis (eczema) with dual-action relief\nfrom aspartame (ASN) and colloidal oatmeal. In clinical studies of the prior formulation (containing CBD), JW-100 cleared or reduced\neczema following 2 weeks of use and may prove potentially superior to existing prescription drugs. It currently has 4 pending patents,\nwith the global eczema treatment market valued at $14 billion in 2022. 31.6 million Americans, or 10% of the population, have eczema;\n86% are not satisfied with their treatment and want more and better treatment options. CB-101 eczema treatment is planned to undergo\nreformulation, which we expect to complete in Q4 2025/Q1 2026, and it is anticipated to be available online in the US in the second quarter\nof 2026 as an over-the-counter product under a USP monograph. Reformulation activities are currently in the exploratory phase. PCB-101\nwill be marketed as an OTC product under the applicable monograph. It contains colloidal oatmeal, which is covered under the USP monograph\nfor skin protectant products. The product will comply with all requirements outlined in the applicable USP monograph and will require\nFDA registration and an NDC number prior to marketing. The clinical study on JW-100 was published in the Journal of Cosmet. Dermatol.,\nVol. 21, Issue 4, April 2022, pp: 1647-1650. The original formulation, JW-100, contained CBD as an active ingredient, while the new formulation,\nCB-101, removes CBD, while maintaining aspartame (ASN) and introducing colloidal oatmeal as key ingredients. This dual-action formulation\nis designed to provide relief from eczema symptoms and allows the product to be marketed as an OTC product under a USP monograph for\nskin protectants. The reformulated product retains the therapeutic approach of the original while utilizing ingredients compliant with\napplicable monographs. The development process is expected to move into its final stages upon resumption, with $150,000 anticipated to\nbe allocated to completing formulation development, $200,000 planned for the initial production run, and $50,000 for clinical testing.

NoStingz\nis planned to undergo reformulation under Caring Brands as a sunscreen product designed to provide protection against both UV rays and\njellyfish stings. The previously commercialized version contained FDA-compliant sunscreen active ingredients. All actives are intended\nto meet the USP specifications mandated by the FDA in its sunscreen monograph. We have not yet established a timeline for commercial\nlaunch. As the product contains ingredients with well-established safety profiles, it is not expected to require FDA approval. NoStingz\nwill be regulated as a sunscreen product and will comply with the FDA’s sunscreen guidelines. It will contain FDA-approved sunscreen\nactive ingredients and will require FDA registration and an NDC number prior to marketing.

Our\nproducts are tested for quality and stability each time they are manufactured. One of our manufacturers is Stella Indusstries Ltd, Haryana,\nIndia, which manufactures The Hair Enzyme Booster (JW-700) and Photocil for the Indian market. Stability on commercial batches manufactured\nin India indicates a shelf life of at least 24 months. Stella Indusstries is compliant with the FDA’s Current Good Manufacturing\nPractice, or CGMP, regulations in accordance with 21 CFR 210/211 required for over-the-counter drug products. It is ISO-9001 certified.\nAnother manufacturer is DCR Labs, Daytona Beach, Florida, which is also fully compliant with the FDA’s Current Good Manufacturing\nPractice, or CGMP, for cosmetic products.

We\nexpect to continually update and expand upon our corporate website and further refine our online retail strategies on an ongoing basis.\nCaringBrands.com is our primary corporate website, which will serve as the primary source of information about us for investors and will\ncontain press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. We have\nbuilt an e-commerce platform designed to connect us directly to consumers. We use the platform to sell products, educate customers, and\nbuild brand loyalty.

Clinical\nTrials of our Products

Hair\nEnzyme Booster (JW-700) Clinical Studies

Trial\n1 - SULT1A1 Enhancement Study (2020)

Design:\nConducted over 14 days, the study involved 19 AGA patients who applied the booster twice daily, with follicular sulfotransferase activity\nmeasured before and after treatment.

Primary\nendpoint: Change in sulfotransferase enzyme activity

Scope:\nThe study evaluated the effect of a topical booster on SULT1A1 activity in hair follicles of androgenetic alopecia (AGA) patients. SULT1A1\nplays a role in enzymatic processes within the follicle, and the study aimed to measure any changes in its activity following booster\napplication.

Results:

Pre-treatment\naverage: 0.2206 (95% CI: 0.1661 to 0.2750)

Post-treatment\naverage: 0.4946 (95% CI: 0.2036 to 0.7855)

Percentage\nchange in SULT1A1 activity: 124%

p-value:\np < 0.03 (The Company believes this is statistically significant.)

No\nadverse events reported

Trial\nwas conducted by Applied Biology and conducted at the Department of Dermatology and Radiotherapy, São Paulo State University (UNESP)\nBotucatu – SP, Brazil. Principal Investigator: Dr. Paulo Müller Ramos, MD, PhD). Employees of Caring Brands were not authors\non this paper.

*SULT1A1\n(sulfotransferase enzyme): A family of enzymes essential for activating minoxidil in the scalp by converting it into its active form\n(minoxidil sulfate).

*AGA\n(Androgenetic Alopecia): Also known as male-pattern baldness or female-pattern hair loss. It is a common form of hair loss caused by\na combination of genetic and hormonal factors, particularly the effects of dihydrotestosterone (DHT) on hair follicles.

*CI\n(Confidence Interval): A statistical range used to estimate the true value of a population parameter based on sample data. It provides\nan interval within which the parameter is expected to fall with a certain level of confidence.

p-value:\nA statistical measure indicating the probability that the observed results occurred by chance. A lower p-value (typically <0.05) suggests\nstronger evidence against the null hypothesis.

Trial\n2 - Efficacy Study (2021): published in J.Cosmetic Dermatol. 2021, 1-4

Design:\n60-day randomized, double-blind, placebo-controlled study

Participants:\n24 male AGA patients (Norwood scale 2-6)

Primary\nendpoint: Change in hair regrowth

Results:

Treatment\ngroup response rate: 75% (9 of 12 participants)

Placebo\ngroup response rate: 33% (4 of 12 participants)

p-value:\n0.023 (The Company believes this is statistically significant.)

No\nadverse events reported

Clinical\nEvidence: In a randomized blinded clinical trial 24 males with androgenic alopecia (Norwood scale average 4.4, range 2–6) completed\nthe trial: 12 in the active arm and 12 in placebo. 75% of the subjects in the treatment group exhibited hair regrowth, compared to 33%\nin the placebo group (p = 0.023).

Trial\nwas conducted by Applied Biology at the Department of Dermatology, LTM Medical College & Hospital Sion, Mumbai, India, Principal\nInvestigator Dr. Rachita Dhurat MD). Employees of Caring Brands were not authors on this paper.

*Norwood\nScale: A classification system used to measure the stages of male pattern baldness (androgenetic alopecia, AGA). It ranges from Stage\n1 (minimal or no hair loss) to Stage 7 (severe baldness with only a horseshoe-shaped fringe of hair remaining on the sides and back of\nthe scalp).

Trial\n3 - Latest Clinical Study (2024) Conducted by Caring Brands

Design:\nOpen-label, single-arm, single-period exploratory study evaluating JW-700, a topical treatment for androgenetic alopecia (AGA). The study\nenrolled 20 to 40 adult subjects who applied JW-700 to the scalp twice daily for 14 days. Sulfotransferase (SULT1A1) activity in the\nouter root sheath (ORS) of hair follicles was measured before and after treatment using the MX-IVD diagnostic test.

Primary\nendpoint: Change in SULT1A1 enzyme activity

Scope:\nStudy aimed to assess the ability of JW-700 to upregulate SULT1A1 activity, a key enzyme involved in minoxidil activation. The primary\nobjective was to determine whether JW-700 could enhance SULT1A1 expression, while the secondary objective focused on evaluating the treatment’s\nsafety and tolerability.

Results:

32%\nincrease in SULT1A1 enzyme activity across all subjects

47%\nincrease in SULT1A1 in non-responder subgroup (OD<0.4)

75%\nof subjects showed increased enzyme activity

31%\nof non-responders converted to responders

Statistical\nsignificance: p=0.0700 (The Company believes this is not statistically significant. It should be noted that establishing statistical\nsignificance was not an objective of Trial 3, as this trial served primarily as a bridging study to assess the impact of a minor formulation\nchange rather than to confirm efficacy.)

Duration:\n14 days

No\nadverse events reported

Clinical\nEvidence: In an open-label study evaluating SULT1A1 enzyme activity, 75% of subjects exhibited an increase in enzyme levels, and 31%\nof non-responders demonstrated a shift to responder status. Changes in enzyme activity were observed across all subjects, with varying\nlevels of increase among different subgroups.

Caring\nBrands Employees were involved in preparing the clinical protocol for, and in the execution of this trial. No paper has been published\nas of this date. The trial was conducted in India by Enem Nostrum Remedies Pvt. Ltd. Principal Investigators were Dr. Rajan Sharma, MD\nand Dr. Rohit Wadgaonkar, MD.

*OD\n(Optical Density): A measure commonly used in biochemical assays to quantify enzyme activity, protein concentration, or cell density.

Vitiligo\nTrial: Published in Dermatologic Therapy (2014) 27, 1-4

Design:\nDouble-blind, placebo-controlled study

Participants:\n15 patients with acrofacial vitiligo

Duration:\nAverage 11 weeks

Results:

28%\nachieved 70% re-pigmentation

28%\nachieved 50% re-pigmentation

44%\nachieved 30-40% re-pigmentation

Placebo\ngroup: Only 10% achieved 20% re-pigmentation

Statistical\nsignificance: p<0.0001 (The Company believes this is highly statistically significant.)

Clinical\nEvidence: A double-blind, placebo-controlled study evaluated re-pigmentation rates in 15 patients with acrofacial vitiligo over an average\ntreatment period of 11.25 weeks. Among patients receiving the topical cream, 28% exhibited 70% re-pigmentation, 28% exhibited 50% re-pigmentation,\nand 44% exhibited 30-40% re-pigmentation. In the placebo group, 10% of patients exhibited 20% re-pigmentation. The study reported a p-value\nof <0.0001. No adverse events were observed.

Trial\nwas conducted by Applied Biology at the Vimala Dermatological Center, Sanghvi Hospital, Mumbai, India, Principal Investigator Dr. Antonio\nSalafia. Employees of Caring Brands were not authors on this paper.

Psoriasis\nTrial: Published in Dermatologic Therapy (2014) 27, 260-263

Design:\nDouble-blind, placebo-controlled study

Participants:\n15 psoriasis patients

Duration:\nAverage 38 sessions

Results:

43%\nachieved complete clearance

Remaining\npatients achieved at least 50% clearance

Mean\nlesion clearance: 75%

Placebo\ngroup: No patients exceeded 20% clearance

Statistical\nsignificance: p<0.00012 (The Company believes this is highly statistically significant.)

Clinical\nEvidence: A double-blind, placebo-controlled study evaluated lesion clearance in 15 psoriasis patients following an average of 38 sessions\nof treatment. In the treatment group, 43% of patients exhibited complete clearance, while the remaining patients exhibited at least 50%\nlesion clearance. The mean lesion clearance in the treatment group was 75%. In contrast, no patients in the placebo group exceeded\n20% lesion clearance. The study reported a p-value of <0.00012, calculated using an unpaired two-tailed Student’s t-test.

*Student’s\nt-test: A statistical test used to test whether the difference between the response of two groups is statistically significant or not.

*Unpaired\ntwo-tailed student’s t-test: Used to compare the means of two samples when each individual in one sample is independent of every\nindividual in the other sample.

All\ntrials were independently conducted and funded, with Applied Biology or Caring Brands, Inc. providing study materials at no cost. The\nstudies were conducted in compliance with Good Clinical Practices and received appropriate ethical approvals.

Intellectual\nProperty

As\nannounced on August 6, 2026, our portfolio includes five issued U.S. patents covering our principal platforms: four protecting Hair Enzyme\nBooster compositions and methods relating to sulfotransferase enzyme activity and minoxidil metabolism, and one supporting Photocil’s\nselective transmission and filtration of ultraviolet wavelengths. Additional U.S. and international applications remain in prosecution.\nPatent issuance does not constitute regulatory approval, establish clinical efficacy or guarantee commercial success.

Caring\n Brands Reference

Scope\n & Technology

Type\n of Patent Protection

Country

Status

Application

Number

Patent\n No.

Expiry\n Date (if applicable)

JW-100/CB-101

Topical product containing\n aspartame & colloidal oatmeal

Composition and methods\n for treatment of atopic dermatitis

Australia

Pending

2020331290

China

Published

202080071037.7

Mexico

Pending

MX/a/2022/001723

United States of America

Published

17/937,327

Hair Enzyme Booster (JW-700)

Stimulates production and\n release of sulphotransferases in hair outer root sheet for conversion of minoxidil to active minoxidil sulphate. Correlated with\n improved hair growth.

Composition and methods\n for increasing level of sulphotransferases in hair outer root sheet.

United States of America

Granted

16/593,577

11,766,392

October 4, 2039

United States of America

Published

18/474,052

United States of America

Granted

16/747,685

11,628,132

October 4, 2039

United States of America

Published

18/301,951

United States of America

Published

17/806,363

Patent Cooperation Treaty

Published

PCT/US2023/062611

India

Pending

202317067100

Japan

Pending

2023-540689

TAAR Receptor Agonists for\n the Treatment of Alopecia

United States of America

Published

17/155,865

JW-710

Topical product containing\n minoxidil and JW-700

Composition and methods

United States of America

Pending

63/594,884

Photocil

Topical Narrow-band UV filter

Composition and methods\n for treatment of psoriasis and vitiligo

United States of America

Granted

14/145,824

10,111,821

November 5, 2032

Research\nand Development and License Agreements

On\nJune 20, 2024, the Company entered into a Research Collaboration and Non-Exclusive License Agreement, as amended and restated on July\n22, 2024 (the “License Agreement”) with NOVODX Corporation a Delaware corporation and a related party (“NOVODX”).\nNOVODX is a diagnostic company dedicated to the development and commercialization of innovative health products, with a primary focus\non rapid diagnostic screenings and their companion therapeutics (see the Section “Certain Relationships And Related Party Transactions,”\nbelow). NOVODX is engaged in the research and development of rapid diagnostic devices intended for both Over the Counter (“OTC”)\nand Point of Care (“POC”) applications. NOVODX aims to manufacture, market, and sell these devices, either directly or indirectly,\nfor use in at-home diagnostic screenings. NOVODX possesses or has the rights to use (through licenses or other agreements) certain assets,\npatent applications, and associated know-how, technology, scientific, and technical information. Collectively, these resources are referred\nto as the GoldNTM Ebola Rapid Test Technical Information, which pertains to the development of an Ebola diagnostic test (the “Ebola\nRapid Test”). The agreement provides for issuance of 3,000,000 shares of restricted common stock, which were issued upon the agreement’s\neffectiveness.

The\nagreement remains in effect until the earlier of the royalty term expiration or agreement termination. It does not permit sublicensing\nor assignment, and requires a 90-day notice for termination.

To\ndate, no payments have been made under this agreement, other than the issuance of the restricted common stock. Additionally, no commercialization\nactivities commenced under this agreement. This agreement was terminated as part of a settlement agreement with NOVODX on March 10, 2026.

Cosmofix/San\nPellegrino license agreement

On\nSeptember 1, 2022, Safety Shot (then Jupiter Wellness) entered into a license agreement with Cosmofix and San Pellegrino Cosmetics (the\n“Cosmofix/San Pellegrino License”) to manufacture and distribute Photocil and Hair Enzyme Booster (JW-700) in India and 31\nother territories. The License was transferred to the Company pursuant to the Separation and Exchange Agreement. The original Cosmofix/San\nPellegrino License provided for an initial term of three years with automatic one-year renewals unless terminated. Under the original\nlicense, the licensee paid an upfront fee of $20,000 and was required to pay $25,000 after launch of all products in the first year,\nfollowed by minimum annual royalties of $50,000 from the second year onwards. After the second year, the original license permitted us\nto terminate with 30-day notice if annual royalties fall below $50,000. The original license granted exclusive rights to manufacture\nand distribute the products in India and specified territories including Nepal, Bangladesh, Sri Lanka, Vietnam, Philippines, Malaysia,\nCambodia, Laos, Indonesia, UAE, Egypt, Algeria, Tunisia, Congo, Nigeria, Kenya, Thailand, Bahrain, Iran, Iraq, Jordan, Kuwait, Lebanon,\nLibya, Morocco, Oman, Qatar, and Saudi Arabia. The licensee is responsible for obtaining necessary regulatory approvals, and manufacturing\nmust comply with quality specifications and applicable laws. On June 1, 2026, we announced a revised agreement with SanPellegrino Cosmetics\nPrivate Limited, effective May 21, 2026, providing for a five-year initial term with automatic annual renewal and expanded territories,\nas described below under our licensing arrangements.

Applied\nBiology Inc. /Taisho Pharmaceutical Co. license agreement

On\nMay 1, 2022, Applied Biology Inc. entered into an exclusive license agreement with Taisho Pharmaceutical Co., Ltd., granting Taisho rights\nto certain intellectual property and products. This agreement was subsequently acquired by Safety Shot (then Jupiter Wellness) from Applied\nBiology via an asset acquisition and is now owned by the Company following the transfer from Safety Shot pursuant to the Separation Agreement.\nThe license grants exclusive rights in Japan for the development, manufacture, and commercialization of Hair Enzyme Booster (JW-700)\nformulations, including solutions, shampoos, conditioners, and related test products.

The\nlicense covers a comprehensive range of intellectual property, including patents, know-how, trademarks, and trade secrets related to\nminoxidil booster products. The agreement applies to current and future formulations, including aerosol versions and successor products.\nThe technology transfer under the agreement encompasses preclinical and clinical data, regulatory communications, chemistry, manufacturing,\nand control (CMC) data, as well as manufacturing processes.

The\nagreement is structured with an initial term of five years, automatically renewing for successive one-year periods unless terminated.\nFinancial terms include a $200,000 upfront payment, which was paid to Applied Biology prior to the asset purchase, and a $100,000 milestone\npayment contingent upon the first regulatory authorization in Japan (not yet achieved). Additionally, a 3% royalty on net sales is payable\nunder the agreement.

Under\nthe agreement, Taisho holds exclusive rights to research, develop, market, manufacture, import, and sell the licensed product in Japan.\nThe Company, as the successor to Applied Biology, retains rights for all other markets. Caring Brands is responsible for maintaining\nand defending the licensed intellectual property, while Taisho is obligated to use commercially reasonable efforts to market the products\nwithin the licensed territory.

The\nagreement allows either party to terminate with six months’ notice prior to the expiration of the term or in the event of a material\nbreach. Post-termination, a one-year non-compete provision restricts activities related to the licensed products.

The\nlicense gives Taisho the exclusive rights to market our Hair Enzyme Booster (the “Booster”) in Japan for which the Company\nwill receive a royalty on all sales of the Booster. The License was carried on the books of Safety Shot at zero value and the transfer\nof the License to the Company will be recorded at zero value.

Raw\nMaterial & Manufacturing

Our\nproducts are manufactured by Sanpellegrino Cosmetics Pvt. Ltd. through their manufacturing facility at Stella Industries Ltd., who sources\nraw materials from multiple qualified vendors. While we currently do not rely on any single or limited number of suppliers for raw materials,\nand have not experienced any shortages to date, we cannot provide absolute assurance that raw material availability will not be impacted\nin the future by supply chain disruptions, geopolitical events, or other factors beyond our control. Stella Industries Ltd., through\nour agreement with Sanpellegrino Cosmetics Pvt. Ltd., manufactures the Hair Enzyme Booster (JW-700) for our initial U.S. market launch.\nThe agreement, effective May 1, 2024, governs the manufacturing of the Hair Enzyme Booster (JW-700) in accordance with brand owner specifications.\nPayment terms require 50% of the payment upon order placement and the remaining 50% upon product dispatch. Either party may terminate\nthe agreement with a 30-day notice. We are also exploring the possibility of engaging DCR Labs, a former manufacturer for Jupiter Wellness,\nto potentially manufacture CB-101 in the future. However, no formal agreement is currently in place with DCR Labs.

For\nour Hair Enzyme Booster (JW-700) and other planned products, our manufacturer maintains relationships with multiple vendors for each\nkey ingredient to help ensure consistent supply and competitive pricing. While we anticipate adequate availability of raw materials for\nour current and planned production volumes, market conditions affecting raw material supply and costs could impact our operations and\nmanufacturing timelines. We work closely with our manufacturer to monitor raw material inventory levels and maintain appropriate safety\nstock to mitigate potential supply disruptions.

The\noriginal Cosmofix/SanPellegrino license covered manufacture, sale and distribution of Photocil and Hair Enzyme Booster in India and additional\nterritories, and included proprietary know-how, technical information, processes, trade secrets, product formulas, manufacturing practices\nand testing methods. Products are subject to applicable quality specifications and regulatory requirements. On June 1, 2026, the Company\nannounced a revised agreement with SanPellegrino Cosmetics Private Limited effective May 21, 2026, providing a five-year initial term\nwith automatic annual renewal and expanded territories covering India, Mexico, Brazil, Colombia, Ecuador, Peru, the Dominican Republic,\nTrinidad and Tobago, Russia, Australia and New Zealand. Both products are manufactured in India. The announcement also described existing\nsublicense relationships with Eris in India and Glenmark across Asia and the Middle East.

The\nagreement is underpinned by robust intellectual property protection, including U.S. Patent 11,766,392 and U.S. Patent 11,628,132 for\nthe Hair Enzyme Booster (JW-700) for treating alopecia, both expiring October 4, 2039, and U.S. Patent 10,111,821 for Photocil’s\nmethods of treating psoriasis, vitiligo, atopic dermatitis, and pruritus, expiring November 5, 2032.

The\noriginal agreement, effective September 1, 2022, provided for a three-year initial term and automatic annual renewals, a $20,000 upfront\npayment, a $25,000 payment in the first year following product launches, a $50,000 minimum annual royalty beginning in the second year,\na termination right if minimum royalties were not met, and a right to purchase products at cost plus 10%. The May 21, 2026 revised agreement\nextends the initial term to five years and expands the territories as described above.

Our\nMarket Opportunity

Hair\nEnzyme Booster (JW-700) was launched on Amazon on October 28, 2024, and became available on NOVODX’s e-commerce platform on December\n11, 2024. We are currently in the early stages of commercialization and are refining our marketing strategies for both platforms. Sales\nhave been minimal during this initial soft launch period as we optimize our marketing approach and distribution channels. As of the date\nof this prospectus, the Hair Enzyme Booster (JW-700) is currently only for sale on Amazon.

Discussions\nare ongoing to utilize an established third-party e-commerce platform to further expand our online presence. While retail channel opportunities\nare being explored, no formal agreements have been executed to date.

Our\ncommercialization strategy combines business-to-business licensing with targeted direct-to-consumer sales through Amazon and potential\nadditional channels. We are coordinating third-party manufacturing and supply logistics, packaging and labeling requirements, regulatory\ncompliance and diligence materials for potential licensees and regional distributors. Following the initial Series B closing, we announced\nplans to fund domestic and international marketing campaigns and develop a proprietary salesforce. The timing and results of these initiatives\ndepend on funding, operational readiness, regulatory requirements and market acceptance.

Our\nGrowth Strategy

We\nplan to seek acquisition opportunities in the branded consumer products space, including but not limited to additional OTC/cosmetic therapeutic\nbrands and skin care brands that can be manufactured, marketed and distributed without additional FDA approval. We may market such products\nas they are currently formulated or may seek to modify the formulations for such products. We have no definitive agreements in place\nto acquire any other entities. We also intend to sell the product online directly through our own website, and other third-party marketplaces\nas these sites permit.

Marketing

We\nexpect to continually update and expand upon our corporate website and further refine our online retail strategies on an ongoing basis.\ncaringbrands.com is our primary corporate website, which will serve as the primary source of information about us for investors and contain\npress releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. We anticipate\nthat each brand will have its own front-facing website dedicated to retail sales and brand specific information. As we expand our brands\nwe anticipate utilizing the same strategy and dedicating a new e-commerce website to each brand moving forward. We are also building\na website dedicated to servicing our wholesale and larger distributor clients. This website will have more information about each product\nand provide a central location for larger retailers to find more in-depth information about all of our brands in one place.

Competition

The\nconsumer product industry is highly fragmented with numerous companies, consisting of publicly- and privately-owned companies. There\nare also large, well-funded companies that have indicated their intention to compete in the over-the-counter skincare product category\nin the U.S. Our products feature unique mechanisms of action that have demonstrated clinical benefits, underscoring their effectiveness\nand value. We routinely assess internal and external opportunities to optimize stockholder value through the development of innovative\nnew products, as well as strategic asset acquisitions or sales. With a strong foundation and expertise in the market, we believe we are\nwell-positioned to capitalize on growth opportunities in the expanding over-the-counter skincare product category. We face competition\nfrom larger companies that are, or may be in the process of offering similar products to ours. Many of our current and potential competitors\nhave longer operating histories, significantly greater financial, marketing and other resources than we have or may be expected to have.\nHowever, our products are differentiated through a unique mechanism of action that offers clinical benefits not provided by traditional\nproducts. This innovation positions us to compete effectively by demonstrating to consumers that our formulations deliver superior results.\nWe plan to leverage targeted marketing strategies and education to build brand trust and establish ourselves as a competitive alternative\nto existing brands.

Competitors\nmay include major pharmaceutical and biotechnology companies and public and private research institutions. Our management cannot be certain\nthat we will be able to compete against current or future competitors or that competitive pressure will not seriously harm our business\nprospects. These competitors may be able to react to market changes, respond more rapidly to new regulations or allocate greater resources\nto the development and promotion of their products than we can.

Furthermore,\nsome of these competitors may make acquisitions or establish collaborative relationships among themselves to increase their ability to\nrapidly gain market share. Large pharmaceutical companies may eventually enter the market.

Competition\nfaced for each product category

For\nthe treatment of psoriasis the market is dominated by biologics including IL-23 inhibitors (risankizumab (Skyrizi; AbbVie/Boehringer\nIngelheim) and guselkumab (Tremfya; Janssen)) dominate the US psoriasis market with ~31% market share, followed by IL-17 inhibitors (ixekizumab\n(Taltz; Lilly) and secukinumab (Cosentyx; Novartis)) with ~23%, TNF inhibitors with 23% and ustekinumab (Stelara; Janssen) with 13%.\nDeucravacitinib (Sotyku; Bristol Myers Squibb) is a member of the Janus kinase inhibitor family. These biologicals can exhibit significant\nside-effects commonly including increasing susceptibility to infections. Janus kinase inhibitors in patients 50 years of age and older,\nwith at least one cardiovascular risk factor, have shown higher rates of all-cause mortality, including sudden cardiovascular death,\nmajor adverse cardiovascular events, overall thrombosis, deep venous thrombosis, pulmonary embolism, and malignancies (excluding non-melanoma\nskin cancer) were observed in patients treated with the JAK inhibitor compared to those treated with TNF blockers.

Most\ncases of localized, plaque-type psoriasis can be treated with topical glucocorticoids, although long-term use can be complicated by loss\nof effectiveness and atrophy of the skin. Calcipotriene, a vitamin D analogue, and tazarotene, a retinoic acid derivative, are also effective\nin the treatment of limited psoriasis. Narrow-band UV therapy, either alone or in combination with topical steroids has also been shown\nto be effective.

In\ncontrast, Photocil allows narrow-band UV rays to target psoriasis with minimal side-effects. Phototherapy is considered to be one of\nthe most effective therapies for psoriasis but conventional phototherapy lamp treatment requiring frequent physician visits has not gained\npatient acceptance. Topical Photocil treatment which can be used at home avoids this problem.

Treatments\nfor vitiligo include the use of topical corticosteroids and tacrolimus. Ruxolitinib (Opzelura™) a JAK inhibitor is the only biologic\nmedication approved by the U.S. Food and Drug Administration (FDA) to restore lost skin color in people who have vitiligo. It is marketed\nby Incyte. Phototherapy is used, alone or in combination with corticosteroids, and can lead to re-pigmentation. Topical Photocil treatment\nis more convenient and has fewer side effects than these other approaches.

Our\nHair Enzyme Booster does not on its own increase hair growth but can work to improve the efficacy of minoxidil, an FDA-approved treatment\nfor hair growth. There are many products on the market (most of them nutritional supplements) that address improved hair growth. The\nmajority are not FDA approved. The Hair Enzyme Booster works with a clinically proven FDA-approved product to improve hair growth. The\nmarket for minoxidil in 2024 was over $1billion worldwide. Our license with Taisho, the largest supplier of minoxidil in Japan, shows\nthe potential of the combination with Hair Enzyme Booster.

Given\nthe rapid changes affecting the global, national, and regional economies in general and skin-care and hair-care research and development\nin particular, we may not be able to create and maintain a competitive advantage in the marketplace. Time-to-market is an important factor\nin our industry and our success will depend on our ability to develop innovative products that will be accepted by patients as efficient\nand helpful to use.

Our\nsuccess will also depend on our ability to respond quickly to, among other things, changes in the economy, market conditions, and competitive\npressures. Any failure to anticipate or respond adequately to such changes could have a material effect on our financial condition, operating\nresults, liquidity, cash flow and our operational performance.

Government\nRegulations

Our\nbusiness and our products are subject to regulatory requirements for both over-the-counter (OTC) and cosmetic products in the U.S. and\ninternationally, including by the US Food and Drug Administration (the “FDA”), the Consumer Product Safety Commission (the\n“CPSC”), the Federal Trade Commission (the “FTC”). These laws and regulations principally relate to the ingredients,\nproper labelling, advertising, packaging, marketing, manufacture, safety, shipment and disposal of our products. Further, as the vast\nmajority of our products are imported from overseas manufacturers, we may also be subject to Customs Border Patrol clearance regulations\nprior to goods being released into the United States market.

We\nmarket certain non-prescription drug products, including certain products that are intended to be used as sunscreens, which are regulated\nas over-the-counter (“OTC”) drug products by the FDA. In the U.S., OTC products must comply with the regulatory framework\nset forth by the FDA, which includes requirements related to acceptable active ingredients, required labeling, manufacturing specifications,\nquality control standards, registration requirements (including National Drug Code (NDC) numbers), and Good Manufacturing Practice (GMP)\ncompliance.

Certain\nOTC drug products are subject to regulation pursuant to United States Pharmacopeia USP “monographs,” which provide standards\napplicable to each therapeutic category of non-prescription drug, and establishes conditions, such as active ingredients, uses (indications),\ndoses, labeling, and testing procedures, under which an OTC drug within that particular category may be generally recognized as a safe\nand effective (“GRASE”), and therefore can be marketed without obtaining pre-market approval of an new drug application (“NDA”)\nor abbreviated new drug application (“ANDA”). To be legally marketed, among other things, OTC drug products marketed under\nan OTC monograph must be manufactured in compliance with the FDA’s GMP requirements for drug products, and the failure to maintain\ncompliance with these requirements could lead to FDA enforcement action. Moreover, a failure to comply with the OTC monograph requirements\ncould lead the FDA to determine that the drug is not GRASE, and thus is a “new drug” requiring approval in accordance with\nthe NDA or ANDA processes, or to make changes to its manufacturing processes or product formulations or labels.

We\nalso market cosmetic products, which are regulated by the FDA under the Federal Food, Drug, and Cosmetic Act (FDCA), as amended by the\nModernization of Cosmetics Regulation Act of 2022 (MoCRA). Under these regulations, we are required to register our manufacturing facilities\nwith the FDA, list our cosmetic products and their ingredients, maintain safety substantiation records, report serious adverse events,\nand comply with Good Manufacturing Practice (GMP) requirements. The FDA now has mandatory recall authority for cosmetic products that\nmay cause serious adverse health consequences. Failure to comply with these new regulatory requirements could result in FDA enforcement\nactions, including mandatory recalls, facility inspections, and potential civil penalties.

Moreover,\nthe FTC regulates and can bring enforcement action against cosmetic companies for deceptive advertising and lack of adequate scientific\nsubstantiation for claims. The FTC requires that companies have a reasonable basis to support marketing claims. What constitutes a reasonable\nbasis can vary depending on the strength or type of claim made, or the market in which the claim is made, but objective evidence substantiating\nthe claim is generally required. The FTC can seek civil monetary penalties, injunctive relief, and consumer redress for violations of\nthe FTC Act.

In\naddition to U.S. regulations, our products are subject to varying regulatory frameworks internationally. For example, in India, our products\nmust receive approval from the Central Drugs Standard Control Organization (CDSCO) before they can be marketed. All of our products currently\nmarketed in India have received and maintain the necessary CDSCO approvals.

Our\nproducts in India are regulated under the Drugs and Cosmetics Act, 1940 and the Drugs and Cosmetics Rules, 1945 by the Central Drugs\nStandard Control Organization (CDSCO), the national authority responsible for drug and cosmetic safety and compliance in India.

Photocil\nwas registered as a cosmetic product with CDSCO in October 2022 and complies with the Bureau of Indian Standards (BIS) requirements for\nsunscreen products. The Hair Enzyme Booster (JW-700) received CDSCO cosmetic labeling approval in June 2023 and is classified as a cosmetic\nproduct. Its manufacturing and quality control processes comply with Schedule M-II requirements for cosmetics.

Manufacturing\npartner, Stella Indusstries Ltd., holds all necessary state licenses and complies with Good Manufacturing Practice (GMP) standards, ensuring\nhigh-quality production. Ongoing regulatory compliance is maintained through regular quality control testing at CDSCO-approved laboratories,\nadherence to labeling requirements under the Drugs and Cosmetics Rules, proper documentation and record-keeping, and periodic facility\ninspections by state licensing authorities.

Our\nIndian licensee, Cosmofix and San Pellegrino Cosmetics, holds all required licenses and permits for importing, manufacturing, and distributing\nour products in India. All our product formulations comply with the safety standards set forth in the Drugs and Cosmetics Rules. Any\nnew products introduced in India will undergo the necessary CDSCO review process prior to commercialization. We continue to work closely\nwith our manufacturing and distribution partners to ensure ongoing compliance with all applicable Indian regulatory requirements.

Failure\nto comply with these regulatory requirements could result in product recalls, regulatory enforcement actions, manufacturing disruptions,\nreputational damage, and loss of market access. Additionally, changes in regulations or the interpretation of existing regulations may\nrequire significant resources to maintain compliance and could delay or prevent the launch of our products.

Employees

Currently,\nwe have three full-time employees, which includes our Chief Executive Officer, Dr. Glynn Wilson; our operations manager, Paul Jones;\nand our Executive Chairman, Brian S John. We believe our relations with our employees to be good.

Corporate\nHistory

Caring\nBrands, Inc. was incorporated in State of Nevada on April 23, 2024, On May 13, 2024, an Amendment to the Articles of Incorporation was\nsubmitted with the State of Nevada to revise the par value to $0.001 per share, followed by an amendment on July 9, 2024 to add 1,000,000\npreferred shares with a par value of $0.001 to the authorized share capital. Caring Brands was incorporated for the purpose of the separation\nof our business operation from Safety Shot and have not historically operated as a standalone company. Pursuant to the Separation and\nExchange Agreement, we acquired 100% equity in Caring Brands Florida. Consequently, Caring Brands Florida now operates as an operating\nsubsidiary of the Company.

Our\nprincipal business address is 130 S Indian River Drive, Suite 202 pbm# 1232, Fort Pierce, FL 34950. We are currently authorized to issue\na total of 100,000,000 shares of common stock with a par value of $0.001. As of October 22, 2026, we had 10,468,226 shares\nof common stock issued and outstanding. CaringBrands.com is our primary corporate website, which will serve as the primary source of\ninformation about us for investors and will contain press releases, clinical trial pipeline, lab reports, blog posts, and additional\ninformation about each of our brands. Information contained on or accessible through this website is not a part of this report, and the\ninclusion of such website address in this report is an inactive textual reference only.

Implications\nof Being an Emerging Growth Company and a Smaller Reporting Company

We\nare an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a\nresult, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging\ngrowth company, we will not be required to:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Have\n an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002\n (the “Sarbanes-Oxley Act”);
	●	Comply\n with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation\n or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e.,\n an auditor discussion and analysis);
	●	Submit\n certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;”\n and
	●	Disclose\n certain executive compensation related items such as the correlation between executive compensation and performance and comparisons\n of the chief executive officer’s compensation to median employee compensation.

In\naddition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period\nprovided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or\nrevised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until\nthose standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition\nperiod. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting\nstandards.

We\nwill remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which\nour total annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined\nin Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act,”) which would occur if the market\nvalue of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed\nsecond fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three\nyear period.

To\nthe extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the\nSecurities Exchange Act of 1934, as amended, (the “Exchange Act”), after we cease to qualify as an emerging growth company,\ncertain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company,\nincluding: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii)\nscaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead\nof three years.

MANAGEMENT

The\nfollowing table sets forth our executive officers and directors, their ages and the positions held by them, as of the date of this prospectus:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Position	Date\n Appointed
Dr. Glynn Wilson	78	Chairman, Chief Executive Officer and Director	03/26/2024
Brian R. Meadows	62	Chief Financial Officer and Director	09/04/2026 (Director); 09/18/2026 (CFO)
Dr. Hector Alila	71	Independent Director	03/27/2024
Christopher Galeta	56	Independent Director	05/20/2025
Christopher Melton	52	Independent Director	09/17/2024

Dr.\nGlynn Wilson, Chairman, Chief Executive Officer and Director, has served as our director since March 26, 2024. Mr. Wilson was appointed\nour Chief Executive Officer in April 1, 2024. Dr. Wilson previously served as a Director of TapImmune, Inc. from February 2005 until\nOctober 2018 and as Chief Executive Officer from July 2009 through September 2017 until its merger with Marker Therapeutics. Dr. Wilson\nalso served as President of Auriga Laboratories, Inc. from June 1, 2005 through March 13, 2006, and as Chief Scientific Officer from\nMarch 13, 2016 through August 25, 2006. He was the Chief Scientific Officer at Tacora Corporation from 1994 to 1997 and was the Vice-President,\nR&D, at Access Pharmaceuticals from 1997 to 1998. Dr. Wilson was Research Area Head, Cell and Molecular Biology in Advanced Drug\nDelivery at Ciba-Geigy Pharmaceuticals from 1984-1989 and Worldwide Head of Drug Delivery at SmithKline Beecham from 1989 to 1994. He\nwas an Assistant Professor at Rockefeller University, New York, in the laboratory of the Nobel Laureates, Sanford Moore and William Stein,\nfrom 1974 to 1979. Dr. Wilson was appointed as CEO due to his demonstrated success in leading public companies and approach to transforming\nscientific innovation into market-ready solutions. His ability to lead both scientific teams and corporate strategies ensures that the\ncompany can capitalize on its innovations and navigate complex regulatory and market environments, making him ideally suited to drive\nthe company’s growth and operational success.

Brian\nR. Meadows, Chief Financial Officer and Director, joined our Board on September 4, 2026 and became our Chief Financial Officer and\nprincipal financial officer on September 18, 2026. His background includes CFO roles at Jones Soda, Trubar and Atmofizer, and earlier\npositions at GLG Life Tech and TELUS. He holds degrees from Glasgow and Wilfrid Laurier and CPA (CMA) and CFA credentials. His finance\nand public-company experience supports his Board service. He is not an independent director because of his executive role.

Dr.\nHector Alila, Director, has served as one of our directors since March 27, 2024. Dr. Alila brings 30 years of demonstrated scientific\nexperience in product development and successful management leadership in biopharmaceutical industry. He is the Founding President and\nChief Executive Officer of Esperance Pharmaceutical Inc., a clinical stage biopharmaceutical company that has successfully developed\nnovel targeted cancer therapeutics currently in clinical development. Dr. Alila founded Esperance Pharmaceutical, Inc. in 2006. Prior\nto Esperance, Dr. Alila served as Senior Vice President of Drug Development at Protalex, Inc., where he led the development of a drug\ncurrently in clinical trials for treatment of autoimmune diseases. He was previously Vice President of Product Development at Cell Pathways,\nInc., where he was responsible for the development cancer drugs, and a director of Biology/pharmacology at GeneMedicine, Inc., where\nhe led product development of gene medicines. He also held several research, product development and management positions at SmithKline\nBeecham Pharmaceuticals. He obtained his Ph.D. in physiology and immunology from Cornell University. Dr. Alila was appointed to the board\nbecause of his exceptional expertise in drug development and his work in the field of cancer therapeutics. His leadership in advancing\nbreakthrough biopharmaceutical innovations from concept to clinical trials, along with his strategic insight into both research and commercial\ndevelopment, brings invaluable experience to guide the company’s growth.

Christopher\nGaleta, Director, has served as one of our directors since May 20, 2025. He has been a member of Florida Bar for the past 27 years.\nHe is admitted to practice in all Courts in the State of Florida and the United States District Court Southern District of Florida. His\ncareer began defending insureds for many of the largest insurance companies in Florida and nationally. He went on the work as Associate\nCounsel for Travelers Insurance Company and GEICO Insurance Company. He moved into private practice where he continued to litigate liability\nclaims for major insurance carriers. His practice expanded to include property, business, commercial litigation; and representation of\nindividuals injured because of another’s negligence. In 2012, Mr. Galeta started Christopher M. Galeta P.A., where he continued\nto focus on the same areas of law. In 2018, Mr. Galeta opened Ocean View Title & Escrow in Palm Beach Gardens, Florida that serves\nresidential and commercial markets. His law practice now includes representation of individual/corporate buyers and sellers of commercial\nand residential properties, aircraft and pleasure marine craft. Mr. Galeta currently serves as in-house counsel for Off The Hook YS Inc.\nMr. Galeta has been awarded the prestigious AV Preeminent Rating from Martindale Hubbell and included in Florida’s Legal Elite.\nHe was selected to serve as a director because of his extensive legal experience with contracts and business agreements. His background\nin advising companies on contractual matters provides valuable perspective to the Board, and we believe his professional skills and judgment\nmake him well-suited to serve as a director.

Christopher\nMelton, Director, has served as one of our directors since September 17, 2024. He has served as a specialist land acquisition advisor\nwith SVN since 2019 and is a licensed real estate salesperson in the State of South Carolina and Georgia. Mr. Melton co-founded Callegro\nInvestments in 2012 to invest in distressed master-planned communities. Mr. Melton also serves on several public and private boards,\nincluding Safe & Green Development and SRM Entertainment. From 2008 to 2012 Mr. Melton capitalized various media and retail ventures\nincluding Bestival and Any Old Iron. From 2000 to 2008, Mr. Melton was a Portfolio Manager for Kingdon Capital Management (“Kingdon”)\nin New York City, where he ran an $800 million book in media, telecom and Japanese investment. Mr. Melton opened Kingdon’s office\nin Japan, where he set up a Japanese research company. From 1997 to 2000, Mr. Melton served as a Vice President at JPMorgan Investment\nManagement as an equity research analyst, where he helped manage $500 million in REIT funds under management. Mr. Melton was a Senior\nReal Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997. RREEF Funds is the real estate investment management business\nof Deutsche Bank’s Asset Management division. Mr. Melton earned a Bachelor of Arts in Political Economy of Industrial Societies\nfrom the University of California, Berkeley in 1995. Mr. Melton earned Certification from University of California, Los Angeles’s\nAnderson Director Education Program in 2014. Mr. Melton earned a certificate in cybersecurity for managers from MIT in 2021 and certificate\nin AI strategy from Cornell in 2023. Mr. Melton was appointed to the board due to his extensive investment experience, combined with\nhis strong background in finance and portfolio management. As the Audit Chair, he brings critical oversight and governance experience,\nensuring the integrity of the company’s financial reporting. His unique skill set in both public and private sectors, along with\nhis strategic insights into emerging trends positions him as a key advisor to guide the company’s strategic direction and investment\nopportunities.

Family\nRelationships

There\nare no family relationships among any of our officers or directors.

Arrangements\nbetween Officers and Directors

To\nour knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant\nto which the officer was selected to serve as an officer.

Other\nDirectorships

The\nfollowing directors currently serve, or have served during the past five years, as directors of other entities that have securities registered\nunder Section 12 of the Securities Exchange Act of 1934 or are otherwise subject to the reporting requirements of the Exchange Act. Mr.\nJohn serves as a member of the board of directors and chief executive officer of Off The Hook YS Inc. Dr. Glynn Wilson currently serves\nas a director of Cadrenal Therapeutics, Inc. and previously served as a director of Jupiter Wellness Inc. from 2019 to 2024. Mr. Melton\ncurrently serves as a director of RenX Enterprises Corp, Bonk Inc, Tron Inc, and JFB Construction Holdings. Mr. Alila previously served\nas a director of Jupiter Wellness Inc. from 2019 to 2024. None of the other directors currently serve, or have served during the past\nfive years, as directors of any other issuers with a class of securities registered under Section 12 of the Exchange Act or otherwise\nsubject to the reporting requirements of the Exchange Act.

Corporate\nGovernance

Corporate\ngovernance refers to the policies and structure of the board of directors of a corporation, whose members are elected by and are accountable\nto the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board from\nexecutive management and the adoption of policies to ensure the board recognizes the principles of good management. Our Board is committed\nto sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective\nand efficient decision-making.

Section\n16(a) Beneficial Ownership Reporting Compliance

Section\n16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than\n10% of a registered class of our equity securities, to file with the SEC initial statements of beneficial ownership, reports of changes\nin ownership and annual reports concerning their ownership, of Common Stock and other of our equity securities on Forms 3, 4, and 5,\nrespectively. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies\nof all Section 16(a) reports they file.

Based\nsolely on our review of Forms 3, 4 and 5 and amendments thereto filed electronically with the SEC during the most recent fiscal year,\nwe believe that all reports required by Section 16(a) for transactions in the fiscal year ended December 31, 2025, were timely filed\nexcept for the following due to administrative oversight: Form 3s for all directors and officers were filed 5 calendar days later on\nNovember 14, 2025 after our registration statement on Form S-1 became automatically effective on October 30, 2025; Form 4 filed one business\nday late on December 16, 2025 reporting the issuance of the stock option grant of Dr. Hector Alila under the equity incentive plan on\nDecember 11, 2025.

Board\nof Directors

Our\nBoard is responsible for the stewardship of the Company, overseeing management and the enhancement of shareholder value. The Board is\nresponsible for:

\n \n \n \n \n \n \n \n \n \n

(a)	adopting a strategic plan\n for the Company and reviewing the plan in light of management’s assessment of emerging trends, the competitive environment,\n the opportunities for the business of the Company, risk issues, and significant business practices and products;

(b)	ensuring that the risk\n management of the Company is prudently addressed;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(c)	reviewing the Company’s\n approach to human resource management and overseeing succession planning for management;

(d)	reviewing the Company’s\n approach to corporate governance, including an evaluation of the adequacy of the mandate of the Board, director independence standards\n and compliance with the Company’s Code of Business Conduct and Ethics and;

(e)	upholding a comprehensive\n policy for communications with shareholders and the public at large.

The\nfrequency of meetings of the Board and the nature of agenda items may change from year to year depending upon the activities of Caring\nBrands. Our board of directors intend to meet at least quarterly and at each meeting there is a review of the business of Caring Brands.

Our\nBoard facilitate its exercise of independent supervision over the Company’s management through meetings of the board held for the\npurposes of obtaining an update on significant corporate activities and plans, both with and without members of the Company’s management\nbeing in attendance.

Board\nComposition; Independence

The\nNASDAQ listing standards require that a majority of our board of directors must be composed of “independent directors,” which\nis defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having\na relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of\nindependent judgment in carrying out the responsibilities of a director. The Board has determined that Christopher Melton, Christopher\nGaleta and Dr. Hector Alila, are considered to be independent. Our Board currently consists of five directors, three of whom are independent.\nDr. Wilson and Mr. Meadows are not independent.

Board\nCommittees

Our\nBoard directs the management of our business and affairs and conducts its business through meetings of the Board and its standing committees.\nAs of the date hereof, the Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance\nCommittee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary\nto address specific issues.

Audit\nCommittee

Our\naudit committee consists of Messrs. Melton, Galeta and Alila with Mr. Melton serving as the chairman. Our Board has determined that Mr.\nMelton is an “audit committee financial expert” within the meaning of the SEC regulations. Our Board has also determined\nthat each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements.\nIn arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of\ntheir employment in the corporate finance sector. The functions of this committee include:

\n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n

	●	selecting a qualified firm\n to serve as the independent registered public accounting firm to audit our financial statements;

	●	helping to ensure the independence\n and performance of the independent registered public accounting firm;

	●	discussing the scope and\n results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants,\n our interim and year-end operating results;

	●	developing procedures for\n employees to submit concerns anonymously about questionable accounting or audit matters;

	●	reviewing our policies\n on risk assessment and risk management;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	reviewing related party\n transactions;

	●	obtaining and reviewing\n a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures,\n any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

	●	approving (or, as permitted,\n pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the\n independent registered public accounting firm

Compensation\nCommittee

Our\ncompensation committee consists of Messrs. Galeta, Alila and Melton with Mr. Alila serving as the chairman. The functions of the compensation\ncommittee will include:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	reviewing and approving,\n or recommending that our Board approve, the compensation of our executive officers;

	●	reviewing and recommending\n that our Board approve the compensation of our directors;

	●	reviewing and approving,\n or recommending that our Board approve, the terms of compensatory arrangements with our executive officers;

	●	administering our stock\n and equity incentive plans;

	●	selecting independent compensation\n consultants and assessing conflict of interest compensation advisers;

	●	reviewing and approving,\n or recommending that our Board approve, incentive compensation and equity plans; and

	●	reviewing and establishing\n general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

Nominating\nand Corporate Governance Committee

Our\nnominating and corporate governance committee consists of Messrs. Galeta, Alila and Melton with Mr. Galeta serving as the chairman.

The\nfunctions of the nominating and governance committee will include:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	identifying and recommending\n candidates for membership on our Board;

	●	including nominees recommended\n by stockholders;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	reviewing and recommending\n the composition of our committees;

	●	overseeing our code of\n business conduct and ethics, corporate governance guidelines and reporting; and

	●	making recommendations\n to our Board concerning governance matters.

The\nnominating and corporate governance committee also annually reviews the nominating and corporate governance committee charter and the\ncommittee’s performance.

Board\nLeadership Structure and Role in Risk Oversight

Our\nBoard is primarily responsible for overseeing our risk management processes. Our Board receives and reviews periodic reports from management,\nauditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. Our Board focuses on the most significant\nrisks we face our general risk management strategy, and also ensures that risks we undertake are consistent with our Board’s appetite\nfor risk. While our Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe\nthis division of responsibilities is the most effective approach for addressing the risks we face and that our Board leadership structure\nsupports this approach.

Our\nbylaws permit the Board to combine or separate the offices of Chairman and Chief Executive Officer. Since September 18, 2026, Dr. Wilson\nhas held both offices. Management remains responsible for day-to-day operations, while the Board and its committees oversee management\nand risk.

Code\nof Business Conduct and Ethics

We\nhave adopted a code of business conduct and ethics, applicable to all of our directors, officers, employees and all persons performing\nsimilar functions. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed in our public filings\nwith the Commission.

Corporate\nGovernance Guidelines

We\nhave adopted a corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate.\nThese guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications,\ndirector responsibilities, Board agenda, roles of the chairman of the Board and Chief Executive Officer and Chief Financial Officer,\nmeetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors,\ndirector communications with third parties, director compensation, director orientation and continuing education, evaluation of senior\nmanagement and management succession planning.

Insider\nTrading Policy

We\nhave adopted an Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities and is applicable\nto our directors, officers, employees, and other covered persons. We believe our Insider Trading Policy is reasonably designed to promote\ncompliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company.

Involvement\nin Certain Legal Proceedings

To\nour knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	1.	any bankruptcy petition\n filed by or against such person or any business of which such person was a general partner or executive officer either at the time\n of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal\n proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

\n \n \n \n \n

being subject to any order,\n judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily\n enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated\n with any person practicing in banking or securities activities;

\n \n \n \n \n

being found by a court\n of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state\n securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

\n \n \n \n \n \n \n \n \n \n \n \n \n

	5.	being subject of, or a\n party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended\n or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation\n respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection\n with any business entity; or

	6.	being subject of or party\n to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity\n or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated\n with a member.

EXECUTIVE\nCOMPENSATION

Summary\nCompensation Table

The\nfollowing table sets out the compensation paid or payable to the Named Executive Officers (“NEO”) of the Company during the\nlast two fiscal years:

Name and Principal Position	Year		Salary ($)			Bonus ($)	Stock Awards ($)	Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Dr. Glynn Wilson		2025		$	170,486				195,029								$	365,515
Chief Executive Officer		2024		$	165,000		-		-		-		-		-	-		165,000

Markita Russell		2025		$	-		-		-		-		-		-	-		-
Former Chief Financial Officer**		2024		$	-		-		-		-		-		-	-		-

Tyler Moore		2025		$	83,958				339,000									422,958
Former Chief Financial Officer***		2024		$	-		-		-		-		-		-	-		-

Brian S John		2025		$	175,626		-		-		58,558		-		-	-	$	234,184
Former Executive Chairman and Interim Chief Financial Officer; Chief Investment Officer#		2024		$	137,500		-		-		-		-		-	-		137,500

**\nMs. Russell resigned as Chief Financial Officer of the Company, effective September 4, 2025.

***\nMr. Moore was appointed as the Chief Financial Officer on September 4, 2025 and resigned effective January 5, 2026.

#\nMr. Brian John was appointed to serve as the Interim Chief Financial Officer effective March 30, 2026 and ceased serving in all roles\nat the Company on September 16, 2026.

Director\nCompensation

On\nDecember 11, 2025, each of our three independent directors was granted an option to purchase up to 25,000 shares of common stock under\nthe Company’s Equity Incentive Plan. These option grants were made as compensation for board service. 2026 Director Option Grants.\nBased on the Company’s Section 16 reporting and management confirmation, on September 28, 2026 Brian R. Meadows received options\nto acquire 25,000 common shares at an exercise price of $1.24 per share. The options vested immediately and expire September 28, 2031.\nThe grant was made in connection with his director service and is separate from the consulting fees for his Chief Financial Officer services.\nThe Company will reconcile the option grant-date fair value and the grants to other directors against the underlying option agreements,\nForm 4 filings and equity compensation accounting records before filing.

2024\nand 2025 NEO and non-NEO Compensation

During\nthe year ended December 31, 2024, the Company paid $302,500 to NEOs and $135,480 was paid to non-NEOs (other employees).

During\nthe year ended December 31, 2025, the Company paid $1,022,657 to NEOs and $207,000 was paid to non-NEOs (other employees).

Employment\nAgreements

The\nCompany’s employment and executive-service arrangements are described below.

Dr.\nGlynn Wilson – Chairman and Chief Executive Officer

On\nApril 1, 2024, we entered into a written employment agreement with Dr. Glynn Wilson, pursuant to which Dr. Wilson shall serve as our\nChief Executive Officer (the “Wilson Employment Agreement”). The Wilson Employment Agreement has an initial term of two (2)\nyears and shall automatically renew for two (2) year periods unless otherwise terminated by either party. Dr. Wilson shall be paid a\nbase salary of $250,000 annually, of which $75,000 will accrue until the company completes its IPO listing. The base salary shall increase\nby 10% for each calendar year thereafter. Dr. Wilson shall also be entitled to discretionary bonus payments based on targets established\nby mutual agreement, with the bonus amount to be determined by the compensation committee. The agreement also provides that Dr. Wilson\nwill be eligible for annual cost of living adjustments based on the Consumer Price Index, participation in the company’s stock\noption or restricted stock programs, and standard company benefits including health insurance and 401(k).

In\nthe event of termination by the Company without cause, Dr. Wilson is entitled to receive six months of base salary as severance pay, reimbursement\nof insurance premiums for six months, and a pro-rata portion of any annual incentive bonus for the fiscal year in which termination occurs.\nThese same benefits apply in the event of a change of control resulting in loss of employment.

Brian\nJohn – Former Chairman, Interim Chief Financial Officer and Chief Investment Officer

On\nApril 1, 2024, we entered into a written employment agreement with Brian John, pursuant to which Mr. John shall serve as our Chief Investment\nOfficer (the “John Employment Agreement”). The John Employment Agreement has an initial term of two (2) years and shall automatically\nrenew for two (2) year periods unless otherwise terminated by either party. Mr. John shall be paid a base salary of $250,000 annually,\nof which $75,000 will accrue until the company completes its IPO listing. The base salary shall increase by 10% for each calendar year\nthereafter. Mr. John shall also be entitled to discretionary bonus payments based on targets established by mutual agreement, with the\nbonus amount to be determined by the compensation committee. The agreement also provides that Mr. John will be eligible for annual cost\nof living adjustments based on the Consumer Price Index, participation in the company’s stock option or restricted stock programs,\nand standard company benefits including health insurance and 401(k).

2026 Departure and Contractual Termination\nProvisions. Mr. John ceased serving as the Company’s Chairman, Interim Chief Financial Officer and Chief Investment Officer on\nSeptember 16, 2026. Management has confirmed that, as of October 22, 2026, the Board has not approved severance in connection with his\ndeparture and that no compensation, consulting fees or other payments have been made to him following his departure. The Company has\nnot determined in this disclosure whether his departure constituted termination for cause, termination other than for cause, or voluntary\ntermination under the April 1, 2024 employment agreement. Accordingly, the absence of Board approval or payment should not be interpreted\nas a determination that no contractual amounts may be due. The Company, with counsel, is evaluating the circumstances of the separation,\nany accrued compensation or other contractual obligations, and the appropriate financial statement accrual and disclosure, including\nin light of the outstanding repayment matter.

Under\nSection 6(c) of the John Employment Agreement, termination by the Company for “Cause,” as defined therein, provides for base\nsalary through the termination date and continued exercisability of vested stock options under their grant terms. The agreement states\nthat other terminations by the Company are treated as termination “Other than for Cause.” Under Section 6(d), a termination\nby the Company other than for cause provides for earned compensation, severance equal to six months of base salary, accrued and unpaid\nprior-year incentive bonuses (if any), reimbursable expenses, six months of group-health insurance premium reimbursement (including COBRA,\nif applicable), and a pro-rata portion of any current-year incentive bonus earned based on performance. Section 6(f) provides comparable\nbenefits following a loss of employment due to a change of control. Section 6(e) separately addresses voluntary termination and continued\nexercisability of vested options. The agreement also provides that vested but unexercised stock options remain exercisable through their\nstated terms upon termination as specified therein. The agreement’s base salary commenced at $250,000 annually, with specified\nannual increases and cost-of-living adjustments; therefore, the amount of any hypothetical six-month severance cannot be established\nwithout confirming the applicable salary and contractual circumstances. No severance amount has been approved or paid in connection with\nMr. John’s September 16, 2026 departure.

External\nManagement Companies

Brian\nR. Meadows provides Chief Financial Officer services through Myall Luna Ventures Inc., of which he is President. The consulting agreement,\neffective September 2, 2026 and amended September 18, 2026, provided for $10,000 per month initially, replaced by $15,000 per month effective\nSeptember 18, 2026 as the services expanded to include the full-time CFO role. Its stated term ends September 1, 2027, without automatic\nrenewal; either party may terminate on 30 days’ notice. Reasonable out-of-pocket expenses approved in writing in advance are reimbursable.\nFees are earned pro rata through termination, and unearned prepaid fees must be refunded.

Management confirms that Mr. Meadows\nreceives no other Company compensation beyond the $15,000 monthly consulting fee paid to Myall Luna Ventures Inc. and his September 28,\n2026 grant of 25,000 director stock options; specifically, there are no additional cash director fees, bonuses, RSUs, warrants or other\ncompensation arrangements. The monthly fee is an annualized rate of $180,000, not compensation earned for a full 2026 fiscal year. The\nCompany also confirms that Dr. Wilson’s existing compensation arrangement has not changed in 2026 and that no other directors received\ncash fees, consulting fees, bonuses or additional stock awards during 2026 other than disclosed director option grants. Historical 2024–2025\nSummary Compensation Table amounts have not been modified by this update.

Mr.\nMeadows’ September 4, 2026 director agreement provides for an annual grant of options to purchase 25,000 common shares under the\nEquity Incentive Plan, with an exercise price equal to market price at issuance and a five-year term, subject to the Plan and applicable\noption agreement. Following his appointment as CFO on September 18, 2026, the Board determined that he was no longer independent.

Clawback\nPolicy

We\nhave adopted a Clawback Policy, in compliance with the SEC’s Rule 10D-1 of the Exchange Act and Nasdaq’s final Rule 5608.\nThe Clawback Policy requires the repayment of certain erroneously awarded incentive-based compensation paid to any current or former\nexecutive officer, including our named executive officers, in connection with a restatement of financial statements if such compensation\nexceeds the amount that the executive officers would have received based on the restated financial statements.

Stock\nOptions and Other Compensation Securities

During\nthe year ended December 31, 2025 there was no exercise of options granted under the Stock Option Plan or other rights to acquire securities\nof the Company by NEOs or directors of the Company.

Equity\nCompensation Plan Information

The\nfollowing table sets forth information as of December 31, 2025 relating to all of our equity compensation plans:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Plan Category	(a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights			(b) Weighted-average Exercise Price of Outstanding Options, Warrants and Rights			(c) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Referenced in Column (a))
Equity compensation plans approved by Stockholders		175,000	⁽¹⁾		$	1.19	⁽²⁾	209,050
Equity compensation plans not approved by Stockholders		-				-		-
Total		175,000	⁽¹⁾		$	1.19	⁽²⁾	209,050

\n \n \n \n \n \n \n \n \n \n

(1)	Includes options outstanding\n under our Equity Incentive Plan.

(2)	Represents weighted-average\n exercise price per share of common stock acquirable upon exercise of outstanding stock options.

Equity\nIncentive Plan

On\nSeptember 30, 2024, our Board and our stockholders approved our Equity Incentive Plan (the “Plan”), which reserved a total\nof 2,000,000 shares of common stock for grant of awards. The awards may generally be issued to officers, key employees, consultants and\ndirectors and include the grant of nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”),\nrestricted stock, restricted stock units (“RSUs”), performance shares and performance units. During the year ended December\n31, 2025, the Company granted awards under the Plan, including equity awards to certain executive officers. Information regarding these\nawards is included in the Summary Compensation Table above.

Outstanding\nEquity Awards at Fiscal Year-End

The\nfollowing table shows information regarding equity awards held by our named executive officers as of December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number of Securities Underlying Unexercised Options (#)		Option Exercise		Option Expiration		Number of options /RSUs that have not	Market value of shares or units of stock that have not
Name	Exercisable		Unexercisable		Price		Date	vested (1)		vested ($)
Brian John		100,000		-		$	1.2430		12/11/2030		100,000	$	52,123

Glynn Wilson		-		-		$	-		-		172,592	$	176,453

Tyler Moore*		-		-		$	-		-		300,000	$	303,615

*Mr.\nMoore resigned as the Chief Financial Officer of the Company effective January 5, 2026.

Employment,\nConsulting and Management Agreements

As\nof the date hereof, other than as described above, the Company does not have any contract, agreement, plan or arrangement that provides\nfor payments to the named executive officers (the “NEOs”) at, following, or in connection with any termination (whether voluntary,\ninvoluntary or constructive), resignation, retirement, a change in control of the Company or a change in a director or NEO’s responsibilities.

Pension\nPlan Benefits

The\nCompany does not anticipate having any deferred compensation plan or pension plan that provides for payments or benefits at, following\nor in connection with retirement.

CERTAIN\nRELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The\nfollowing is a description of transactions or series of transactions since our incorporation, to which we were or are to be a participant\nand in which the amount involved exceeds the lesser of $120,000 or 1% of the average of the total assets at December 31, 2025 and 2024,\nand in which any of our directors, executive officers or persons who we know hold more than five percent of any class of our capital\nstock, including their immediate family members, had or will have a direct or indirect material interest, other than compensation arrangements\nwith our directors and executive officers.

Prior\nto September 24, 2024, Caring Brands Florida was consolidated into Safety Shot’s financial statements as a majority-owned subsidiary\nof Safety Shot. Safety Shot continues to own approximately 16.96% of our outstanding Common Stock, and our financial results are no longer\nconsolidated with Safety Shot for financial statement reporting purposes. As a result, Safety Shot no longer has the power acting alone\nto approve any action requiring the affirmative vote of a majority of the votes entitled to be cast and to elect all of our directors.

Caring\nBrands’s principal stockholder, has advanced funds to Caring Brand Florida to cover operations and other cash requirements as a\nwholly-owned subsidiary. At December 31, 2023, the amount of unpaid advance totaled $290,263 As part of the terms of the Separation and\nExchange Agreement, Safety Shot waived the outstanding balance of $275,876 at September 24, 2024 (the Closing Date), and treated it as\nadditional paid in capital.

During\nthe period from our inception to the date herein, Caring Brands, Inc (Florida) advanced us $745 for incorporation and formation fees\nof Caring Brands (Nevada).

During\nthe year ended December 31, 2024, cash flow from financing activities were sufficient to cover operations and at December 31, 2024 we\nhad $341,406 of working capital. In June and July 2025 respectively, the Company entered into short-term loans with Dr. Glynn Wilson,\nCEO, and Brian John, the chairman of the board, respectively, to provide short-term working capital funding to the business. The loans\nwere for $50,000 and $25,000 respectively and were due on November 5, 2025 and December 24, 2025, respectively, and bore interest at\n8%. Both loans were paid in full by December 31, 2025.

On\nSeptember 24, 2024, we entered into the Separation and Exchange Agreement with Safety Shot to govern the separation of our business from\nSafety Shot. The material terms of such agreement with Safety Shot relating to our historical relationship, and our current relationship\nwith Safety Shot are described below.

Nancy\nTorres was a Director of the Company until May 21, 2025 and is the CEO of NOVODX Corporation, a Delaware corporation (“NOVODX”).\nIn May 2024, NOVODX participated in the Company’s private placement by acquiring 500,000 shares of the Company’s common stock\nfor $500,000 cash, representing an approximate 4% equity ownership in the Company. In June, 2024, the Company invested $500,000 in NOVODX’s\nprivate placement to purchase 25,134 shares of NOVODX common stock representing less than 1% of NOVODX. On June 20, 2024, the Company\nentered into a Research Collaboration and Non-Exclusive License Agreement, as amended and restated on July 22, 2024 (the License Agreement”)\nwith NOVODX. The agreements with NOVODX were terminated pursuant to a Settlement and Release Agreement dated March 10, 2026. Concurrent\nto the Settlement Agreement, the parties also entered into a stock purchase agreement effective March 19, 2026, pursuant to which stock\npurchase agreement, NovoDX agreed to sell to the Company and the Company agreed to purchase from NovoDX its holding of 3,500,000 shares\nof the Company’s common stock for an aggregate purchase price of $1,075,000 in cash.

On\nMarch 27, 2026, we retired an aggregate of 6,250,000 shares of our Common Stock owned by certain insiders, pursuant to Stock Purchase\nAgreements, dated as of March 19, 2026. The aggregate of 6,250,000 shares comprised of (i)1,500,000 shares from Dr. Glynn Wilson, the\nCompany’s Chief Executive Officer; (ii) 1,250,000 shares from BK Investments LLC, an entity owned by Brian S. John, the Company’s\nthen-Chairman; and (iii) 3,500,000 shares from NovoDX, Inc. These redemptions reduced the total amount of shares of common stock outstanding\nfrom 15,091,506 shares to 8,841,506 shares of common stock.

In\nconnection with the second Series A financing tranche, the Company advanced $150,000 before June 30, 2026 to repurchase 150,000 common\nshares from BK Investments LLC, an entity affiliated with Brian John, then the Company’s Chairman and Interim Chief Financial Officer.\nThe parties executed the share redemption agreement on July 10, 2026, and the repurchase was completed and the shares cancelled and retired\non July 16, 2026. The advance had already been recorded as a reduction of stockholders’ equity at June 30, so no further charge\nto equity was recognized when the retirement was completed.

We\ndo not currently expect to enter into any additional agreements or other transactions with Safety Shot outside the ordinary course or\nwith any of our directors, officers or other affiliates, other than those specified below. Any transactions with directors, officers\nor other affiliates will be subject to requirements of Sarbanes-Oxley and SEC rules and regulations.

The\nCompany also entered into the Myall Luna consulting arrangement involving director and Chief Financial Officer Brian R. Meadows, described\nunder “Executive Compensation.”

Relationship\nwith Safety Shot

Historical\nRelationship with Safety Shot

Prior\nto January 1, 2024, Safety Shot provided certain services to Caring Brands Florida on a limited basis. Safety Shot made no allocations\nof these costs to us. The services include accounting, insurance and shared facilities. Beginning January 1, 2024, the Company ceased\nusing any services previously provided by Safety Shot, except for office space for three employees at no cost to the Company.

Safety\nShot owned a majority of the issued and outstanding ordinary shares of Caring Brands Florida, which operated certain portions of Safety\nShot’s wellness consumer products business (the “CB Business”) and owns all of the assets and liabilities related thereto.

As\na public reporting company, we have established procedures and practices as a stand-alone public company in order to comply with our\nobligations under the Exchange Act and related rules and regulations. As a result, we now incur additional costs, including, investor\nrelations, stock administration and regulatory compliance costs.

Arrangements\nBetween Safety Shot and Our Company

We\nand Safety Shot entered into the Separation and Exchange Agreement that governs the separation of our business from Safety Shot, provides\na framework for our relationship with Safety Shot after the separation and provides for the allocation between us and Safety Shot of\nSafety Shot’s assets, liabilities and obligations attributable to periods prior to, at and after our separation from Safety Shot,\nas well as certain indemnification arrangements.

The\nmaterial terms of the Separation and Exchange Agreement are summarized below.

When\nused in this section, “separation date” refers to the date on which we and Safety Shot effected the Business Transfer to\ncontribute the Caring Brands business to us.

Safety\nShot Related Party Transactions

Prior\nto the separation, we had a general policy that all material transactions with a related party, as well as all material transactions\nin which there is an actual, or in some cases, perceived, conflict of interest, were subject to prior review and approval by our Audit\nCommittee and its independent members, who determined whether such transactions or proposals were fair and reasonable to Caring Brands\nand its stockholders. In general, potential related-party transactions were identified by our management and discussed with our Audit\nCommittee at its meetings. Detailed proposals, including, where applicable, financial and legal analyses, alternatives and management\nrecommendations, were provided to our Audit Committee with respect to each issue under consideration, and decisions will be made by our\nAudit Committee with respect to the foregoing related-party transactions after opportunity for discussion and review of materials. When\napplicable, our Audit Committee will request further information and, from time to time, will request guidance or confirmation from internal\nor external counsel or auditors.

After\nthe distribution, certain of our directors and officers will continue to own stock and/or stock options or other equity awards of Safety\nShot. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with\ndecisions that could have different implications for our Company and for Safety Shot and its subsidiaries. The Company has continued\nwith its policy of obtaining audit committee approval for any related party transactions.

In\naddition, the Company may engage in material business transactions with Safety Shot.

Exchange\nAgreement

On\nSeptember 24, 2024, we entered into the Separation and Exchange Agreement with Safety Shot, which sets forth the agreement between us\nand Safety Shot to effect our separation from Safety Shot.

The\nSeparation

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	On March 15, 2024, Safety\n Shot acquired 3,000,000 shares of our Common Stock (representing 22.83% of our outstanding common stock post-exchange);

	●	in exchange for all of\n the issued and outstanding ordinary shares of Caring Brand Florida owned by Safety Shot, the Company assumed all the expenses related\n to the CB Business; and

	●	The separation agreement\n was effective on September 24, 2024.

Intellectual\nProperty Matters

All\nintellectual property is currently licensed in the name of Caring Brands, Inc.

Distribution

On\nSeptember 19, 2025, we and Safety Shot executed Amendment No. 1 to the Separation and Exchange Agreement (the “Amendment”),\nwhich eliminated the previously contemplated distribution of shares of our Common Stock to Safety Shot’s stockholders. As a result,\nno distribution or spin-off to Safety Shot stockholders occurred. Our organizational structure following the Separation completed on\nSeptember 24, 2024 was not affected by the Amendment.

Indemnification

In\naddition, the Separation and Exchange Agreement provides for cross-indemnities principally designed to place financial responsibility\nfor the obligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of Safety\nShot’s business with Safety Shot. Specifically, each party will indemnify, defend and hold harmless the other party, its affiliates\nand subsidiaries and their respective officers, directors, employees and agents (collectively, the “indemnified parties”)\nfor any losses arising out of or otherwise in connection with:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	the\n liabilities that each such party assumed or retained pursuant to the Separation and Exchange Agreement (which, in our case, would\n include the Caring Brands Liabilities and, in the case of Safety Shot, would include the Safety Shot Liabilities) and the other transaction\n agreements;

	●	the\n failure of Safety Shot or us to pay, perform or otherwise promptly discharge any of the Safety Shot Liabilities or the Caring Brands\n Liabilities, respectively, in accordance with their terms, whether prior to, at or after the separation;

	●	any\n breach by such party of the Separation and Exchange Agreement or the other transaction agreements (other than the intellectual property\n rights cross-license agreement, which specifies the parties’ obligations therein); and

	●	except\n to the extent relating to any Caring Brands Liability, in the case of Safety Shot, or a Safety Shot Liability, in our case, any guarantee,\n indemnification or contribution obligation, surety bond or other credit support agreement or arrangement for the benefit of Safety\n Shot or us, respectively.

PRINCIPAL\nSECURITYHOLDERS

The\nfollowing table and the accompanying footnotes set forth information regarding the beneficial ownership of shares of Common Stock of\nthe Company as of October 22, 2026, by:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	each of our named executive\n officers;

	●	each\n of our directors;

	●	all\n of our current directors and named executive officers as a group; and

	●	each\n stockholder known by us to own beneficially more than 5% of our common stock.

Beneficial\nownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security\nif they possess sole or shared voting (which includes the power to vote or to direct the voting of) or investment power (which includes\nthe power to dispose of or to direct the disposition of) that security, including options and warrants that are currently exercisable\nor exercisable within sixty (60) days. To our knowledge, no shares beneficially owned by any executive officer, director or director\nnominee have been pledged as security. In addition, this table is based upon information Schedules 13D or 13G filed with the SEC.

Applicable percentage\nownership is based on 10,468,226 shares of common stock outstanding as of October 22, 2026. Shares issuable upon exercise of options\nexercisable within 60 days are included for the relevant holder and in that holder’s percentage denominator, but not in the denominator\nfor other holders.

Name	Shares \n beneficially \n\n owned		Percentage
*Directors and\n Named Executive Officers*
Dr. Glynn Wilson		626,720		5.98	%
Dr. Hector Alila		50,000		0.48	%
Christopher Galeta		-		0.00	%
Christopher Melton		-		0.00	%
Brian R. Meadows		-		0.00	%
All current directors and executive officers as\n a group (5 persons)		676,720		6.46	%
5% Shareholders					%
BK Investments LLC (registered\n holder)		600,000		5.73	%
GBB Drink Lab Inc (reference\n only; below 5%)		500,000		4.78	%

DESCRIPTION\nOF SECURITIES

Our\nCommon Stock is listed on The Nasdaq Capital Market under the symbol “CABR.”

CAPITAL\nSTOCK

The\nfollowing description of our capital stock is intended as a summary and is qualified in its entirety by reference to the provisions of\nour articles of incorporation, as amended and our bylaws, and to the relevant sections of the Nevada Revised Statute (“NRS”).

General

Our\nauthorized capital stock consists of:

\n \n \n \n \n \n \n \n \n

	●	100,000,000 shares of common stock, par value $0.001\n per share, as of June 30, 2026. Stockholders approved an increase to 500,000,000 shares on July 9, 2026, which becomes effective\n upon the filing and effectiveness of the corresponding Nevada charter amendment.
	●	1,000,000 shares of preferred\n stock, par value $0.001 per share, of which 4,500 are designated Series A Convertible Preferred Stock and 11,000 are designated Series\n B Convertible Preferred Stock.

Common\nStock

Holders\nof shares of Common Stock are entitled to the rights set forth below.

Voting\nrights

Subject\nto the rights granted to holders of any preferred stock issued by us, each share of common stock entitles the holder to one vote, either\nin person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively.

Dividend\nrights

Subject\nto the rights granted to holders of any preferred stock issued by us, holders of common stock are entitled to receive ratably such dividends,\nif any, as may be declared by the Board out of funds legally available.

Rights\nupon liquidation

Subject\nto the rights granted to holders of any preferred stock issued by us, upon our liquidation, dissolution or winding up, the holders of\nour common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment\nof all of our debts and other liabilities.

Other\nrights

Holders\nof our common stock do not have any pre-emptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions.

Preferred\nStock

The\nSeries A Preferred Stock was established in March 2026. The amended and restated certificate filed on August 25, 2026 provides for 4,500\ndesignated shares, removes the holder’s triggering-event redemption right, and places Series A and Series B liquidation claims\non an equal-priority basis.

On\nOctober 16, 2026, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Designation of Series A Convertible\nPreferred Stock with the Nevada Secretary of State. The amendment establishes a minimum conversion price of $0.16 per common share. Any\nadjustment, reset, reduction or other modification that would otherwise produce a lower conversion price is instead subject to that floor.\nThe floor is equitably adjusted for stock splits, reverse stock splits, stock dividends, combinations, recapitalizations, reclassifications\nand similar transactions affecting the Common Stock. The amendment preserves the 4,500-share Series A designation and all provisions\nnot expressly amended. It states an intended economic effect as of September 22, 2026 to the fullest extent permitted by applicable law,\nwhile specifying that legal effectiveness is determined under Nevada law and the filing accepted by the Nevada Secretary of State. The\namendment is subject to all required holder, stockholder, contractual, Nasdaq and governmental approvals and consents.

The\nBoard may, without further action of the Company’s stockholders, issue shares of Preferred Stock in one or more series, fix the\nnumber of shares, determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation,\npreferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as\nshall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such shares and as\nmay be permitted under Chapter 78 of the NRS.

Each\nseries of shares of preferred stock of the Company: (i) may have such voting rights or powers, full or limited, if any; (ii) may be subject\nto redemption at such time or times and at such prices, if any; (iii) may be entitled to receive dividends (which may be cumulative or\nnoncumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the\ndividends payable on any other class or classes or series of stock, if any; (iv) may have such rights upon the voluntary or involuntary\nliquidation, winding-up or dissolution of, upon any distribution of the assets of, or in the event of any merger, sale or consolidation\nof, the Company, if any; (v) may be made convertible into or exchangeable for, shares of any other class or classes or of any other series\nof the same or any other class or classes of stock of the Company (or any other securities of the Company) at such price or prices or\nat such rates of exchange and with such adjustments, if any; (vi) may be entitled to the benefit of a retirement or sinking fund to be\napplied to the purchase or redemption of shares of such series in such amount or amounts, if any; (vii) may be entitled to the benefit\nof conditions and restrictions upon the issue of any additional shares (including additional shares of any other series) and upon the\npayment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any\nsubsidiary of, any outstanding shares of the Company, if any; and (viii) may have such other preferences, qualifications, privileges,\noptions and other relative or special rights and limitations, if any; as are stated and expressed in the resolution or resolutions adopted\nby the Board providing for the issue of such shares of preferred stock of the Company.

The\nBoard may also increase or decrease the number of shares of any series of Preferred Stock subsequent to the issuance of shares of that\nseries of Preferred Stock, but not below the number of shares of such series of Preferred Stock then outstanding. In case the number\nof shares of any series of Preferred Stock shall be decreased in accordance with the foregoing sentence, the shares constituting such\ndecrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such\nseries of Preferred Stock.

The\nnumber of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding)\nby the affirmative vote of the holders of a majority of the voting power of the stock of Caring Brands, Inc. entitled to vote thereon,\nwithout a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required\npursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.

Series\nB Convertible Preferred Stock

We\ncurrently have 7,149.9 Series B Preferred Stock shares outstanding, with $7,149,900 aggregate stated value. Each share\nhas a $1,000 stated value and an 8% annual dividend, payable in cash or Common Stock at the holder’s election. On the current outstanding\nstated value, the dividend equals $571,920 for a full year if all shares remain outstanding throughout that year. Stock dividends are\nvalued at the applicable conversion price, subject to the $0.266 floor from the Amendment Effective Time. In liquidation, Series B holders\nshare priority with Series A holders and receive stated value plus unpaid accrued dividends before common stockholders. See “Series\nB Private Placement” for the historical closing amounts and reconciliation to current holdings.

The\ninitial conversion price is $0.70. Dividing the current $7,149,900 stated value by that price yields 10,212,857.142857 common\nshares before dividends; this prospectus registers 10,214,143 principal conversion shares after rounding up to a whole share.\nConversions under the certificate include stated value and any dividends converted. The certificate adjusts pricing for stock changes\nand lower-price issuances, including the lower of the new issuance price and the lowest VWAP in the following five Trading Days, subject\nto the floor from the Amendment Effective Time. The registered principal-conversion amount is calculated at the original conversion price\nand does not include a reserve for later adjustments or stock-paid dividends. Additional Registrable Securities beyond the registered\namount will be addressed through an additional resale registration statement under the Registration Rights Agreement. Conversion remains\nsubject to the ownership blocker and Exchange Cap. The certificate also provides participation rights, delivery remedies and a share-reservation\ncovenant.

The\nSeries B certificate amendment contemplated by the October 9, 2026 Letter Agreement and Consent, was filed on October 21, 2026, adds\nSection 5(l) from the Amendment Effective Time described under “Series B Private Placement.” The $0.266 floor applies to\nall prices used for conversion or stock-paid dividends, including any Adjusted Price or Base Share Price, all Section 5(f) adjustments\nand the specified as-converted participation calculations. Specified subdivisions, combinations and reclassifications proportionately\nadjust the floor; market-price changes and dilutive issuances do not. The floor overrides cent-rounding provisions and cannot be waived.\nAn amendment reducing its protections requires the applicable corporate and contractual approvals and, while listed on Nasdaq, Nasdaq’s\nprior written approval. The Company must correct calculations below the floor; excess shares calculated below it are not due and their\nnon-delivery does not create the specified delivery liability. The amendments apply from the Amendment Effective Time to then-outstanding\nsecurities and rights and later issuances under the existing PIPE, without releasing previously accrued claims.

Warrants

The\nSeries A Warrants and Series B Warrants issued in the Series B Private Placement currently cover 7,149,900 common shares in each\nseries before adjustments. The initial exercise prices are $0.825 and $0.95 per share, respectively. They are immediately exercisable,\nsubject to the ownership blocker and Exchange Cap, and have a stated five-year term. They provide cashless exercise when the specified\nregistration or prospectus conditions are not met and are not listed on an exchange. The October 9 floor amendment does not itself reset\nthe initial exercise prices or restart the Warrant term.

The\nWarrants provide adjustments for stock changes and lower-price issuances, including proportional increases in share coverage that preserve\naggregate exercise value, subject to the existing Nasdaq Minimum Price qualification. From the Amendment Effective Time, new Section\n2(g) sets a $0.266 exercise-price floor, adjusted only proportionately for the specified stock changes and not rounded to the nearest\ncent. All repricing provisions and permitted cashless exercises must respect the floor; the cashless formula uses the floored exercise\nprice and adjusted share count. The floor also applies to the specified participation and fundamental-transaction calculations, including\nexercise-price inputs for Black-Scholes value, and economically equivalent successor instruments. Stockholder approval does not remove\nthe floor. It cannot be waived; reducing its protections requires the applicable approvals, Company and holder written consent and, while\nlisted on Nasdaq, Nasdaq’s prior written approval. Compliant delivery obligations continue, but excess shares calculated below\nthe floor are not due and their non-delivery creates no specified delivery liability. Certain fundamental transactions may require the\nprescribed Black-Scholes payment, subject to the amended terms.

Anti-Takeover\nEffects

Our\namended articles of incorporation and bylaws include a number of provisions that may have the effect of delaying, deferring or preventing\na party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals\nto negotiate with our Board rather than pursue non-negotiated takeover attempts. The provisions include the items described below.

Potential\nEffects of Authorized but Unissued Stock

We\nhave additional shares of common stock available for future issuance without stockholder approval. We may utilize these additional shares\nfor a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions\nor payment as a dividend on the capital stock.

The\nexistence of unissued and unreserved common stock and preferred stock may enable our Board to issue shares to persons friendly to current\nmanagement or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain control\nof us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition,\nour Board has the discretion to determine designations, rights, preferences, privileges and restrictions, including voting rights, dividend\nrights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock, all to the fullest extent\npermissible under the NRS and subject to any limitations set forth in our articles of incorporation. The purpose of authorizing the Board\nto issue preferred stock and to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated\nwith a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with\npossible financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to\nacquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock.

Limitations\nof Director Liability and Indemnification of Directors, Officers and Employees

Nevada\nlaw limits the personal liability of directors and officers, subject to statutory exceptions and any greater liability imposed by the\narticles of incorporation. Under NRS 78.138, liability may arise where the statutory presumption is rebutted and a fiduciary breach involving\nintentional misconduct, fraud or a knowing violation of law is proven.

Our\nbylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law, and may indemnify employees\nand other agents. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the\nfinal disposition of any action or proceeding.

We\nalso maintain customary directors’ and officers’ liability insurance.

Our\nbylaws, subject to the provisions of Nevada Law, contain provisions which allow the corporation to indemnify any person against liabilities\nand other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service\nto us if it is determined that person acted in good faith and in a manner which he or she reasonably believed was in the best interest\nof the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 as amended, or the Securities\nAct, may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities\nand Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The\nlimitation of liability and indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against directors\nfor breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even\nthough an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition\nmay be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification\nprovisions.

At\npresent, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required\nor permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Requirements\nfor Advance Notification of Stockholder Nominations and Proposals

Our\nbylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors.

Limits\non Special Meetings

Special\nmeetings may be called for any purpose and at any time by the Chairman of the Board, the President (if there be one) or by any member\nof the Board. Business transacted at each special meeting shall be confined to the purposes stated in the notice of such meeting.

Election\nand Removal of Directors

Our\nBoard is elected annually by our stockholders. The number of directors that shall constitute the whole Board shall not be less than five\nnor more than seven directors. Directors are elected by a plurality of the votes of shares of our capital stock present in person or\nrepresented by proxy at a meeting and entitled to vote in the election of directors. Each director shall hold office until a successor\nis duly elected and qualified or until his or her earlier death, resignation or removal.

Newly\ncreated directorships resulting from any increase in the number of directors or any vacancies in the Board resulting from death, resignation,\nretirement, disqualification, removal from office or any other cause may be filled, so long as there is at least one remaining director,\nonly by the Board, provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than\na quorum is then in office, or by the sole remaining director. Directors elected to fill a newly created directorship or other vacancies\nshall hold office until such director’s successor has been duly elected and qualified or until his or her earlier death, resignation\nor removal as hereinafter provided.

Subject\nto the applicable statutory exceptions and any greater requirement in our articles of incorporation, NRS 78.335 requires at least two-thirds\nof the voting power of issued and outstanding stock entitled to vote to remove a director.

Our\narticles of incorporation and bylaws do not provide for cumulative voting in the election of directors.

Amendments\nto Our Governing Documents

The\naffirmative vote of the holders of a majority of the shares entitled to vote at a meeting at which a quorum is present shall decide any\nquestion brought before such meeting, unless the question is one on which, by express provision of law, the articles of incorporation,\nor the bylaws, the vote of a greater number of shares is required, in which case such express provision shall govern and control the\ndecision of such question.

Our\nbylaws may be amended or repealed and new bylaws may be adopted by the stockholders and/or the Board. Any bylaws adopted, amended or\nrepealed by the Board may be amended or repealed by the shareholders.

Listing

Our\nshares of Common Stock are listed for trading on NASDAQ under the symbol “CABR”.

Transfer\nAgent, Warrant Agent and Registrar

The\ntransfer agent and registrar for our Common Stock is ClearTrust, LLC.

PLAN\nOF DISTRIBUTION

The\nSelling Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their\nsecurities covered hereby on the Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or\nin private transactions. These sales may be at fixed prices, market prices, prices related to market prices, varying prices or negotiated\nprices. The Selling Stockholders may use any one or more of the following methods when selling securities:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	ordinary brokerage transactions\n and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the\n broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate\n the transaction;
	●	purchases by a broker-dealer\n as principal and resale by the broker-dealer for its account;
	●	an exchange distribution\n in accordance with the rules of the applicable exchange;
	●	privately negotiated transactions;
	●	settlement of short sales;
	●	in transactions through\n broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;
	●	through the writing or\n settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	●	a combination of any such\n methods of sale; or
	●	any other method permitted\n pursuant to applicable law.

The\nSelling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,\nas amended (the “Securities Act”), if available, rather than under this resale prospectus.

Broker-dealers\nengaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions\nor discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)\nin amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in\nexcess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or\nmarkdown in compliance with FINRA Rule 2121.

In\nconnection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions after this\nregistration statement becomes effective with broker-dealers or other financial institutions, which may in turn engage in short sales\nof the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short after effectiveness\nand deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may\nsell these securities. The Selling Stockholders may also enter into option or other transactions after effectiveness with broker-dealers\nor other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other\nfinancial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may\nresell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The\nSelling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”\nwithin the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers\nor agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts\nunder the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,\ndirectly or indirectly, with any person to distribute the securities.

The\nCompany has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities\nunder the Securities Act.

Transfers\nto successors may require a prospectus supplement or amendment identifying the new selling holder. There can be no assurance that any\nSelling Stockholder will sell any offered shares.

The\nSelling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage\nor other selling services, except for registration expenses payable by us under the Registration Rights Agreement, and other expenses\nincurred by the Selling Stockholders in disposing of the securities covered by this prospectus. We will bear the costs, fees and expenses\nincurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, and\nfees and expenses of our counsel and our independent registered public accountants.

We\nagreed to maintain the registration statement for the period required by the Registration Rights Agreement, generally until covered securities\nhave been sold or satisfy the agreement’s unrestricted Rule 144 eligibility conditions, including its opinion and legend-removal\nrequirements. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable\nstate securities laws. In certain states, the resale securities may be sold only after registration or qualification or under an available\nexemption.

Under\napplicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously\nengage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,\nprior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the\nExchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the\ncommon stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders\nand have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including\nby compliance with Rule 172 under the Securities Act).

Once\nsold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the\nhands of persons other than our affiliates.

LEGAL\nMATTERS

The\nvalidity of securities offered hereby will be passed upon for us by Sichenzia Ross Ference Carmel LLP.

EXPERTS

The\nfinancial statements of the Company as of and for the fiscal years ended December 31, 2025 and 2024 included in this prospectus have\nbeen audited by M&K CPAS, PLLC, independent registered public accounting firm as set forth in their report thereon appearing elsewhere\nherein, and included in reliance on such report upon the authority of said firm as experts in accounting and auditing.

WHERE\nYOU CAN FIND MORE INFORMATION

We\nhave filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered\nhereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in\nthe registration statement or the exhibits filed therewith. For further information about us and the shares of common stock offered hereby,\nreference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the\ncontents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete,\nand in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement.

We\nfile annual, quarterly and current reports and other information with the SEC. Our electronically filed reports, this registration statement\nand its exhibits are available at www.sec.gov. Our reports are also available through https://caringbrands.com/. Information on our website\nis not part of this prospectus. Except for exhibits specifically incorporated by reference in the exhibit index, our periodic reports\nare not incorporated by reference into this prospectus.

INDEX\nTO FINANCIAL STATEMENTS

\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Report of Independent Registered Public Accounting Firm (FIRM ID: 2738)	F-2
Consolidated Balance Sheets at December 31, 2025 and 2024	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024	F-4
Consolidated Statements of Stockholders’\nEquity Years Ended December 31, 2025 and 2024	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024	F-6
Notes to Consolidated Financial Statements	F-7

CARING\nBRANDS, INC.

INDEX\nTO FINANCIAL STATEMENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Condensed consolidated balance sheets (unaudited)	F-20
Condensed consolidated statements of operations (unaudited)	F-21
Condensed consolidated statements of mezzanine Equity and stockholders’ equity (deficit) (unaudited)	F-22
Condensed consolidated statements of cash flows (unaudited)	F-23
Notes to condensed consolidated financial statements (unaudited)	F-24

F-1

$\"\"$

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To\nthe Board of Directors and Stockholders of Caring Brands, Inc (a Nevada Corporation)

Opinion\non the Financial Statements

We\nhave audited the accompanying consolidated balance sheets of Caring Brands, Inc (a Nevada Corporation) (the Company) as of December 31,\n2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years\nin the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our\nopinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,\n2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025,\nin conformity with accounting principles generally accepted in the United States of America.

Going\nConcern

The\naccompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to\nthe financial statements, the Company has not yet generated any significant revenue, has incurred recurring losses from operations, generated\nnegative cash flows from operating activities and had an accumulated deficit that raises substantial doubt about the Company’s\nability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regarding\nthese matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome\nof this uncertainty.

Basis\nfor Opinion

These\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,\nwe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides\na reasonable basis for our opinion.

Critical\nAudit Matter

The\ncritical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated\nor required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial\nstatements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters\ndoes not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit\nmatters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going\nConcern

As\ndiscussed in Note 1 to the accompanying financial statements, the Company has not yet generated any significant revenue, has incurred\nrecurring losses from operations, generated negative cash flows from operating activities and had an accumulated deficit that raises\nsubstantial doubt about the Company’s ability to continue as a going concern.

To\nevaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s\nplans to mitigate the going concern and management’s disclosure on going concern.

/s/\nM&K CPAS, PLLC

We\nhave served as the Company’s auditor since 2024.

The Woodlands, Texas

March\n31, 2026

F-2

Caring\nBrands Inc. and Subsidiaries

Consolidated\nBalance Sheets

	December\n 31, 2025			December\n 31, 2024

ASSETS
CURRENT ASSETS
Cash and cash\n equivalents	$	2,189,232			$	468,998
Inventory, net		12,807				13,689
Prepaid\n expenses and other current assets		124,779				44,794
TOTAL\n CURRENT ASSETS		2,326,818				527,481

NON-CURRENT ASSETS
Intellectual property,\n net, a related party		-				2,850,000
Investment\n in NovoDX, a related party		-				500,000
TOTAL\n NON-CURRENT ASSETS		-				3,350,000

TOTAL\n ASSETS	$	2,326,818			$	3,877,481

LIABILITIES AND STOCKHOLDERS’\n EQUITY

CURRENT LIABILITIES
Accounts payable		170,351				169,432
Accrued\n expenses and other current liabilities		6,493				16,673
TOTAL\n CURRENT LIABILITIES		176,844				186,105

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

TOTAL\n LIABILITIES	$	235,494			$	186,105

COMMITMENTS AND CONTINGENCIES\n (Note 7)		-				-

MEZZANINE EQUITY
Series A Convertible Redeemable preferred stock, value
TOTAL MEZZANINE EQUITY
STOCKHOLDERS’ EQUITY
Preferred stock, par value of $0.001 per\n share; 1,000,000 shares authorized, no shares issued and outstanding	$	-			$	-
Common stock, par value of $0.001 per share;\n 100,000,000 shares authorized as of December 31, 2025 and 2024; 14,761,925, and 13,110,000 shares issued and outstanding as of December\n 31, 2025 and 2024, respectively		14,762				13,110
Additional paid-in capital		9,135,341				4,541,057
Common stock payable		83,003				-
Subscription receivable		(800	)			-
Receivable from related party for stock repurchase
Accumulated\n deficit		(7,140,982	)			(862,791	)
TOTAL\n STOCKHOLDERS’ EQUITY		2,091,324				3,691,376

TOTAL\n LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,326,818			$	3,877,481

The\naccompanying notes are an integral part of these consolidated financial statements.

*Outstanding\nand issued shares retrospectively reflected the effect of recapitalization due to reverse acquisition

F-3

Caring\nBrands Inc. and Subsidiaries

Consolidated\nStatements of Operations

						Predecessor			Successor
Financial Designation, Predecessor and Successor [Fixed List]
	For the Year Ended \n December 31, 2025			Predecessor\n From\n January 1 to September\n 24, 2024			Successor\n From\n September 25 to December\n 31, 2024

Revenue	$	4,215			$	-		$	465
Cost of revenue		1,873				-			2,072
Gross\n profit		2,342				-			(1,607	)

Selling, general and administrative expenses		147,694				76,872			26,462
Payroll expense		2,008,394				334,644			578,100
Professional service fees		931,279				243,057			116,652
Impairment loss on Intellectual property		2,550,000				-			-
Depreciation and amortization		300,000				-			150,000
Total\n operating expenses		5,937,367				654,573			871,214

Operating loss		(5,935,025	)			(654,573	)		(872,821	)

Other income (loss)		1,000				-			-
Impairment loss on investment		(500,000	)			-			-
Gain on debt settlement		175,000				-			-
Interest income (expense),\n net		(19,166	)			(67	)		10,030
Total other income (expense)		(343,166	)			(67	)		10,030

Net\n loss	$	(6,278,191	)		$	(654,640	)	$	(862,791	)
Accretion to redeemable preferred equity
Dividends on Series A preferred stock
Net Loss attributable to common stockholders

Net loss per share:
Basic	$	(0.46	)			N/A\n		$	(0.07	)
Diluted	$	(0.46	)			N/A\n		$	(0.07	)
Weighted average shares outstanding:
Basic		13,565,096				N/A\n			13,089,592
Diluted		13,565,096				N/A\n			13,089,592

The\naccompanying notes are an integral part of these consolidated financial statements.

F-4

Caring\nBrands Inc. and Subsidiaries

Consolidated\nStatements of Stockholders’ Equity

Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Amount		Capital	Predecessor	Receivable		deficit		Equity
						Additional	Common					Total
		Common\n Stock		Paid-in		stock	Subscription	Accumulated		Stockholders’
		Shares		Amount		Capital	payable	Receivable		deficit		Equity

Balance as of January 1, 2024\n (Predecessor)	-		-		-		-		-		-		-	(265,774	)	(265,774	)
Net loss	-		-		-		-		-		-		-	(654,640	)	(654,640	)
Balance as of September 24, 2024	-		-		-		-		-		-		-	(920,414	)	(920,414	)

Balance as of September 25, 2024 (Successor)	-		-		-		-		-		-		-	(920,414	)	(920,414	)

Net book value of assets and liabilities acquired			12,710,000		12,710		4,141,457		-		-			920,414		5,074,581
Shares issued for services			400,000		400		399,600		-		-			-		400,000
Net loss	-		-		-		-		-		-		-	(862,791	)	(862,791	)
Balance, December 31, 2024	-		13,110,000		13,110		4,541,057		-		-		-	(862,791	)	3,691,376
Balance	-		13,110,000		13,110		4,541,057		-		-		-	(862,791	)	3,691,376

Issuance of common stock upon initial public\n offering, net of underwriting discounts and commissions and other issuance costs			1,000,000		1,000		3,234,692		-		-			-		3,235,692
Shares sold on subscription			200		-		800		-		(800	)		-		-
Shares issued for cash			1,725		2		6,798		-		-			-		6,800
Shares issued for services			625,000		625		1,006,375		-		-			-		1,007,000
Common stock payable for services			-		-		-		83,003		-			-		83,003
Common stock issued for debt			25,000		25		43,725		-		-			-		43,750
Warrants issued for debt			-		-		74,267		-		-			-		74,267
Restricted stock-based compensation			-		-		97,422		-		-			-		97,422
Stock option compensation			-		-		51,225		-		-			-		51,225
Forgiveness of debt by a related party			-		-		78,980		-		-			-		78,980
Net loss	-		-		-		-		-		-		-	(6,278,191	)	(6,278,191	)
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

The\naccompanying notes are an integral part of these consolidated financial statements.

F-5

Caring\nBrands Inc. and Subsidiaries

Consolidated\nStatements of Cash Flows

	Successor			Predecessor			Successor
Financial Designation, Predecessor and Successor [Fixed List]
	For the Year Ended \n December 31, 2025			Predecessor January\n 1, 2024 to \n September 24, 2024			Successor\n September\n 25, 2024 to \n December 31, 2024

Cash flows from operating activities:
Net loss	$	(6,278,191	)		$	(654,640	)	$	(862,791	)
Adjustments to reconcile\n net loss to net cash used in operating activities:
Depreciation and amortization		300,000				-			150,000
Impairment loss on Intellectual property		2,550,000				-			-
Loss on investment		500,000				-			-
Amortization of debt discounts		6,667				-			-
Stock based compensation		1,238,650				-			400,000
Stock-based compensation loss on stock repurchased from related parties
Shares issued for services
Gain on debt settlement		175,000				-			-
Changes in operating assets\n and liabilities:
Inventory, net		882				-			-
Accounts receivable		-				354			-
Prepaid expenses and other\n current assets		(79,985	)			(43,775	)		8,627
Accounts payable		(95,101	)			139,502			1,379
Accrued\n expenses and other current liabilities		(10,180	)			6,816			30,537
Net\n cash used in operating activities		(1,692,258	)			(551,743	)		(272,248	)

Cash flows from investing activities:
Cash\n acquired in reverse merger		-				-			608,596
Net\n cash provided by investing activities		-				-			608,596

Cash flows from financing activities:
Proceeds from initial public\n offering		3,235,692				-			-
Proceeds from Convertible notes		170,000				-			-
Proceeds from related party\n debt		120,000				666,232			-
Repayments of related party debt		(120,000	)			-			-
Proceeds from sale\n of stock		6,800				-			-
Proceeds from PIPE financing, net
Advance for repurchase of common stock
Repurchase of common stock
Net\n cash provided by financing activities	$	3,412,492			$	666,232		$	-

Net change in cash and cash equivalents		1,720,234				114,489			336,348

Cash and cash equivalents,\n beginning of period		468,998				18,161			132,650

Cash and cash equivalents,\n end of period	$	2,189,232			$	132,650		$	468,998

Non-cash investing and financing activities:
Shares\n sold on subscription	$	800			$	-		$	-
Settlement of related party debt	$	78,980			$	-		$	-
Discounts on convertible promissory notes	$	118,017			$	-		$	-

The\naccompanying notes are an integral part of these consolidated financial statements.

F-6

Caring\nBrands, Inc. and subsidiaries

Notes\nto the Consolidated Financial Statements

Note\n1 - Organization and Business Operations

Caring\nBrands, Inc. (the “Company”) is a Nevada corporation and was incorporated on April 24, 2024. On September 24, 2024, the Company\nentered into a separation and exchange agreement with Safety Shot, Inc. (“Shot”) pursuant to which, Shot exchanged its right,\ntitle and interest in and to Caring Brands, Inc., a Florida corporation (“CB FL”), free and clear of all liens and encumbrances,\nand in exchange thereof, the Company accepted and agreed to assume all obligations of CB FL (see Note 2 – Basis of Presentation\nand Note 9 – Acquisition of Caring Brands, Inc. a Florida corporation). The Company’s principal business is the over-the-counter\nand prescription-grade health and wellness products.

Going\nConcern Consideration

The\naccompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets\nand the satisfaction of liabilities in the normal course of business.

For\nthe year ended December 31, 2025, the Company incurred a net loss of $6,278,191\nand used $1,692,258\nof cash in operating activities. As of December 31, 2025, the Company had cash and cash equivalents of $2,189,232\nand an accumulated deficit of approximately $7,140,982.\nThe Company has generated minimal revenues to date and continues to incur operating losses as it advances its business\nplan.

Although\nthe Company completed its initial public offering in November 2025, generating net proceeds of approximately $3,235,692,\nits ability to continue as a going concern is dependent upon its ability to generate revenues and/or obtain additional\nfinancing.

Management\nbelieves that existing cash resources will be sufficient to fund operations for at least the next twelve months; however, there can be\nno assurance that additional capital will not be required. The consolidated financial statements do not include any adjustments that\nmight result from the outcome of this uncertainty.

Note\n2 - Significant Accounting Policies

Basis\nof Presentation and Principles of Consolidation

The\naccompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America\n(“U.S. GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The\nfinancial statements include: (i) the consolidated balance sheets of Caring Brands, Inc. (Nevada) (the “Successor”) as of\nDecember 31, 2025 and December 31, 2024, (ii) the statements of operations for the year ended December 31, 2025 for the Successor and\nfrom January 1 to September 24, 2024 for Caring Brands (Florida) (“Predecessor”) and from September 25, 2024 to December\n31,2024 for the Successor, (iii) the statement of shareholders’ equity and the statement of cash flows for the year ended December\n31, 2025 for the Successor and from January 1 to September 24, 2024 for Predecessor and from September 25, 2024 to December 31,2024 for\nthe Successor. All intercompany balances and transactions have been eliminated in consolidation.

F-7

Emerging\nGrowth Company Status

The\nCompany is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities\nAct”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage\nof certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth\ncompanies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the\nSarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and\nexemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden\nparachute payments not previously approved.

Further,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting\nstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do\nnot have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting\nstandards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements\nthat apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of\nsuch extended transition period which means that when a standard is issued or revised and it has different application dates for public\nor private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies\nadopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which\nis neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult\nor impossible because of the potential differences in accounting standards used.

Use\nof estimates

The\npreparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the\nreported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during\nthe reporting period. Actual results could differ from these estimates.

Cash\nand Cash Equivalents

The\nCompany considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes\nof the statement of cash flows.

From\ntime to time, the Company may maintain bank balances in interest bearing accounts in excess of $250,000, which is currently the maximum\namount insured by the FDIC for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts).\nThe Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit\nrisk with respect to its cash.

Inventory

Inventories\nwill be stated at the lower of cost or market. The Company will periodically review the value of items in inventory and provide write-downs\nor write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold.\nInventory is based upon the average cost method of accounting.

Net\nLoss Per Share

Net\nloss per share is computed pursuant to section ASC 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share\nis computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. If applicable,\ndiluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible\nsecurities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible\nsecurities, and preferred stock are not considered in the calculations, as the impact of the potential shares of Common Stock would be\nto decrease the loss per share.

F-8

Fair\nValue of Financial Instruments

Revenue\nRecognition

The\nCompany will generate its revenue from the sale of its products directly to the end user (the “customer”). The Company recognizes\nrevenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts\nwith Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services\nare transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those\ngoods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized\nas it fulfills its obligations under each of its agreements; 1) identify the contract with a customers, 2) identify the performance obligations\nin the contract, 3) determine the transactions price, 4) allocate the transaction price to performance obligations in the contract, and\n5) recognize revenue as the performance obligations are satisfied.

The\nCompany’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes\nwhen shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return,\nrefund or warranty related to our products except for cases of defective products of which there have been none to date. The Company\ndoes not currently have meaningful revenue in different geographic regions or channels and therefore does not disaggregate its revenue\nfor reporting purposes.

As\nof December 31, 2025, the Company had no material contract assets, contract liabilities or deferred contract costs recorded on its consolidated\nbalance sheet.

Equity\nInvestments

The\nCompany elected to record equity investments in privately held companies using the measurement alternative at cost, less impairment,\nwith subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of\nthe same issuer.

Equity\ninvestments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. The\nCompany’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair\nvalue of these equity securities.

Intellectual\nProperty

Intellectual property, including\nlicense agreements, is recorded at cost and amortized over its estimated useful life using the straight-line method. The Company evaluates\nits intellectual property for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived\nasset may not be recoverable, in accordance with ASC 360.

During the year ended December\n31, 2025, the Company identified impairment indicators related to its intellectual property, including ongoing litigation involving the\nlicensor, lack of development or commercialization activities, and significant uncertainty regarding the Company’s ability to utilize\nthe licensed technology.

Based on management’s\nassessment, the Company determined that the carrying amount of the intellectual property was not recoverable, as the expected undiscounted\nfuture cash flows were insufficient to recover its carrying value. Accordingly, the Company recorded a full impairment charge to write\ndown the intellectual property to its estimated fair value of zero as of December 31, 2025.

No impairment charge was recorded for the year ended December 31, 2024.

Schedule of Estimated Useful Life of Intellectual Property

\n \n \n \n \n \n \n

		Useful Life
Intellectual Property		10 years

F-9

Research\nand Development

The\nCompany accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research\nand Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred.\nAny acquired Research and Development would also be expensed as incurred unless there is an alternative use. Accordingly, internal research\nand development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has\nbeen performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and\nfuture products are expensed in the period incurred.

Research\nand development costs were $0 and $39,558 for the years ended December 31, 2025 and December 31, 2024 (Predecessor and Successor), respectively.\nResearch and development costs for the Predecessor period from January 1, 2024 through September 24, 2024 were $39,558, and for the Successor\nperiod from September 25, 2024 through December 31, 2024 were $0.

Stock\nBased Compensation

Segment\nReporting

The\nCompany operates under one business segment. Our Chief Operating Decision Maker (CODM) is our Chief Executive Officer. The CODM considers\ntotal net income in evaluating key business results and all of our revenue comes from one business segment.

Income\nTaxes

Prior\nto the separation of the Company from its then parent (see Note – 9), the Company was included as a wholly-owned subsidiary of\nSafety Shot, Inc., and as such, the Company followed the guidance under ASC 740-10-30-27 to account for income taxes using the separate\nreturn approach. The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition\nof deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets\nand liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally\nrequires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not\nbe realized.

ASC\n740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and\nprescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position\ntaken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to\nbe sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and\npenalties, accounting in interim period, disclosure and transition. The Company incurred losses of $6,278,191\nand $1,517,431 for the years ended December 31,\n2025 and December 31, 2024 (Predecessor and Successor), respectively. Net loss for the Predecessor period from January 1, 2024\nthrough September 24, 2024 was $654,640, and\nfor the Successor period from September 25, 2024 through December 31, 2024 was $862,791.\nUsing a 21%\ntax rate at the balance sheet date, the Company’s deferred tax asset as of December 31, 2025 and December 31, 2024 would be\n$1,499,644, and $181,186\nrespectively with a valuation allowance of $1,499,644\nand $181,186.

F-10

Related\nparties

The\nCompany follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure\nof related party transactions.

Pursuant\nto Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities\nwould be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15,\nto be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing\ntrusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company;\nf. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies\nof the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and\ng. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership\ninterest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting\nparties might be prevented from fully pursuing its own separate interests.

The\nfinancial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense\nallowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the\npreparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the\nnature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts\nwere ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding\nof the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which\nincome statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding\nperiod; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent,\nthe terms and manner of settlement. See Note 4 – Intangible Assets, Note 5 – Investment in NovoDX, a Related Party, Note\n9 – Acquisition of Caring Brands, Inc., a Florida Corporation – by a Related Party and Note 7 – Debt.

The\nrelated party mentioned in Note 4 and Note 5 is a former director at Safety Shot, a former director of Caring Brands and a current director\nof NovoDX Corporation. Additionally, NovoDX is a related party due to the shares of the Company’s common stock it holds as a result\nof the shares issued in connection with the License Agreement described in Note 4.

New\naccounting pronouncements issued but not yet adopted

In\nDecember 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The standard requires disaggregated information\nabout a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended\nto benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The\nnew requirements apply to all entities subject to income taxes and will be effective for the Company’s annual periods beginning\nJanuary 1, 2026. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early\nadoption is permitted. The Company expects ASU 2023-09 to only impact its disclosures with no impacts to the Company’s results\nof operations, cash flows, and financial condition. The Company has elected to delay the adoption of accounting standards until the private\ncompany adoption date.

F-11

Recently\nadopted accounting pronouncements

Note\n3 - Cash and cash equivalents

Cash and Cash Equivalents

As\nof December 31, 2025 and December 31, 2024, the Company had a cash balance of $2,189,232 and $468,998 respectively.

Note\n4 - Intangible assets

Intangible Assets

On\nJune 18, 2024, the Company entered into a License Agreement with NovoDX Corporation, a related party, to license the NovoDX’s\nGoldNTM Ebola Rapid Diagnostic Test to market and sell the Licensed Product within the commercial field, which was Amended and\nRestated on July 22, 2024. In consideration for the License, the Company issued 3,000,000\nshares of its restricted common stock to NovoDX. The shares were issued at $1.00\nper share, the same price as the private placement offering and are being amortized over a 10-year\nperiod. During the year ended December 31, 2025, the Company identified impairment indicators and recorded a full impairment\ncharge to write down the carrying amount of the licensed intellectual property to zero.

F-12

As\nof December 31, 2025 the Company had the following intangible asset balances:

Schedule\nof Intangible Asset Balances

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

As\nof December 31, 2024 the Company had the following intangible asset balances:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Estimated\n useful life	Gross\n carrying amount		Accumulated\n amortization			Net\n carrying amount
Intellectual\n property - license	10 years	$	3,000,000		$	(150,000	)	$	2,850,000
Total		$	3,000,000		$	(150,000	)	$	2,850,000

Amortization\nexpense was $300,000 and $150,000 for the years ended December 31, 2025 and December 31, 2024 (Predecessor and Successor), respectively.\nAmortization expense for the Predecessor period from January 1, 2024 through September 24, 2024 was $0, and for the Successor period\nfrom September 25, 2024 through December 31, 2024 was $150,000. Impairment Loss was $2,550,000 and nil for the years ended December 31, 2025 and December 31, 2024 (Predecessor and\nSuccessor), respectively.

Note\n5 - Investment in NovoDX, a Related Party

On\nMay 14, 2024, the Company purchased 25,134 shares of NovoDX Corporation’s restricted common stock for $500,000. NovoDX is a diagnostic\ncompany, focusing on health products related to rapid diagnostic screenings and their companion therapeutics. NovoDX is researching and\ndeveloping rapid diagnostic devices for Over the Counter and Point of Care with the focus on manufacturing, marketing and selling, directly\nand indirectly, those devices for at home diagnostic screening use. The investment in NovoDX Corporation’s restricted common stock\n(25,134 shares purchased for $500,000), representing less than 1% of the outstanding shares of NovoDX, is recorded at cost and the carrying\nvalue is adjusted to fair market value for each reporting period. We have chosen the fair value option to account for investment in NovoDX\nCorporation in accordance with ASC 321. The Company had an independent valuation completed as of October 4, 2024. The valuation focused\non the market approach. The valuation concluded that the recent equity transactions at $19.89 per share were the best indicator of fair\nvalue (total value of $500,000).

During the year ended December 31, 2025, the Company\nidentified impairment indicators related to the investment, including ongoing litigation, uncertainty surrounding the underlying technology,\nand lack of operational and commercialization activities. Based on management’s qualitative assessment under ASC 321, the Company\ndetermined that the fair value of the investment was less than its carrying amount and recorded a full loss on investment of $500,000,\nwriting down the investment to zero as of December 31, 2025.

F-13

Note\n6 - Accrued expenses and other current liabilities

Accrued Expenses and Other Current Liabilities

Accrued\nexpenses and other current liabilities as of December 31, 2025 and December 31, 2024 consisted of the following:

Schedule\nof Accrued Expenses and Other Current Liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December\n 31, 2025		December\n 31, 2024
Accrued payroll and payroll\n taxes	$	1,749		$	16,673
Accrued interest		4,744			-
Total	$	6,493		$	16,673

Note\n7 - Debt

The\nCompany’s outstanding debt as of December 31, 2025 and 2024, consisted of the following:

Schedule\nof Debt

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December\n 31, 2025			December\n 31, 2024
Term loan	$	200,000			$	-
Total debt		200,000				-
Less: deferred financing\n fee		(141,350	)			-
Total debt, net of issuance costs		58,650				-
Less: current portion		-				-
Long-term portion\n of debt	$	58,650			$	-

Term\nLoan

On\nAugust 6, 2025, the Company entered into a convertible promissory note for the amount of $200,000\nwith Greentree Financial Group, Inc (“Greentree Promissory\nNote”). The Greentree Promissory Note has an annual interest rate of 10%\nand the Greentree Promissory Note can be drawn in up to four tranches with the maturity date being five years from the date the respective\ntranche was drawn. The term of the agreement allows Greentree Financial Group, Inc. to convert all outstanding note balances, plus any\noutstanding interest charges and late fees, into our shares of Common Stock at a conversion price of $2.00\nper share, or the latest sale price of Common Stock, whichever\nis less. The loan includes a 10%\noriginal issue discount, a one-time legal fee of $10,000,\nand a one-time grant of 25,000\nshares of common stock. The common stock was issued to Greentree\nFinancial Group, Inc. as of the date of the contract, with a fair value of $1.75\nper share and was recorded as a deferred financing fee. We\nalso issued 200,000\nwarrants to purchase shares of Common Stock with an exercise\nprice of $4.00\nper share. The warrants issued under the Greentree Promissory\nNote expire on August\n6, 2030. As of December 31, 2025, we have drawn\n$200,000\non the Greentree Promissory Note to pay for working capital\nneeds of the business and the shares of common stock have not been issued. The Company drew two $60,000\ntranches and one $80,000\non the Greentree Promissory Note on August 13, 2025, September\n12, 2025 and October 15, 2025, respectively. The maturity dates for these tranches are August 12, 2030, September 11, 2030, and October\n14, 2030, respectively. Included in the issuance of this debt were discounts related to stock issued with a fair market value of $43,750\nand an original issue discount of $30,000.\nThe warrants had a fair value of $155,154,\nand $74,267\nwas recorded as a debt discount and is being amortized to interest\nexpense over the term of the note.

F-14

Related\nParty Notes Payable

On\nJune 5, 2025, we entered into a short-term loan agreement with our CEO, Dr. Glynn Wilson, to provide short-term working capital funding\nto the business. The loan is for an aggregate of $50,000, due on November 5, 2025 and carries an 8% interest rate. The loan’s outstanding\nbalance was paid in full as of December 31, 2025.

On\nJuly 24, 2025, we entered into a short-term loan agreement with our Chairman of the Board, Mr. Brian John, to provide short-term working\ncapital funding to the business. The loan is for an aggregate of $25,000, due on December 24, 2025 and carries an 8% interest rate. The\nloan’s outstanding balance was paid in full as of December 31, 2025.

Loan\nwith Safety Shot, a Related Party

During\n2024, Safety Shot, a related party and significant shareholder of the Company, paid certain operating expenses on behalf of the\nCompany totaling $78,980.\nThese payments were initially recorded as a payable to the related party. During the year ended December 31, 2025, Safety Shot\nwaived its right to reimbursement of these amounts. As a result, the Company recognized settlement of related party\nobligations of $78,980 as additional paid in capital for the year ended December 31, 2025. As\nof December 31, 2025, no amounts remain outstanding related to these transactions.

Related Party Short-Term Loan

On November 6, 2025, the Company entered a Short-Term Loan agreement with Caro Partners (the “Lender”).\nThe Lender advanced funds to the Company in the principal amount of Forty-Five Thousand Dollars ($45,000) to assist the Company on a short-term\nbasis to assist the Company with short-term working capital needs related to expenses associated with the Company’s NASDAQ uplisting\nprocess. The full principal amount of $45,000 was repaid to the Lender on November 19, 2025.

Note\n8 - Commitments and contingencies

Commitments and Contingencies

Legal\ncontingencies

The\nCompany may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course\nof business. The Company is not currently aware of any pending or threatened litigation where the ultimate disposition or resolution\ncould have a material adverse effect on its financial position.

Note\n9 - Acquisition of Caring Brands, Inc., a Florida Corporation – a Related Party

On\nSeptember 24, 2024, the Successor entered into a separation and exchange agreement with Safety Shot, Inc., a related part, (“Shot”)\npursuant to which, Shot exchanged its right, title and interest in and to Caring Brands, Inc., a Florida corporation (the “Predecessor”),\nfree and clear of all liens and encumbrances, and in exchange thereof, the Successor paid no cash or other asset consideration; however,\nthe Successor agreed to assume all future obligations of the Predecessor. The separation has been accounted for as a related party transaction\nin which the assets and liabilities are recorded at their respective historical value. The assets and liabilities assumed in the transaction\nare as follows:

Schedule\nof Assets and Liabilities Assumed

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


Cash	$	132,650
Prepaid expenses		48,175
Total Assets		180,825

Accounts payable	$	160,167
Accrued liabilities		7,885
Intercompany debt		657,311
Total liabilities		825,363

Net book value	$	(644,538	)

F-15

The\nfollowing unaudited pro forma statement of operations for the year ended December 31, 2024, reflects the separation pursuant to the Separation\nAgreement, as if it occurred on January 1, 2024.

Schedule\nof Business Acquisitions Pro Forma Information

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

							Pro Forma
	Successor			Predecessor			Adjustments		Pro\n Forma

Revenue	$	465			$	-		$	-	$	465
Cost of revenue		2,072				-			-		2,072
Gross profit		(1,607	)			-			-		(1,607	)
Operating expenses		871,214				654,573			-		1,525,787
Interest expense (income)		(10,030	)			67			-		(9,963	)
Net Income (loss)	$	(862,791	)		$	(654,640	)	$	-	$	(1,517,431	)

Note\n10 - Net income per share

Net Loss Per Share

The\nCompany computes basic net income per share using the weighted-average number of shares of common stock outstanding. Diluted net income\nper share amounts are calculated using the treasury stock method for equity-based compensation awards. Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts\nto issue common stock were exercised or converted into common stock, using the treasury stock method or if-converted method, as applicable.

As of December\n31, 2025, the Company had the following potentially dilutive securities outstanding:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Convertible debt: 102,372 shares
	●	Common stock payable: 56,667 shares
	●	Warrants: 2,340,000 shares
	●	Stock options: 175,000 shares
	●	Restricted stock units: 822,592 shares

Potentially\ndilutive securities include convertible debt, common stock payable, warrants, stock options, and restricted stock units. For the year\nended December 31, 2025, these instruments were excluded from the computation of diluted net income (loss) per share as their inclusion\nwould have been anti-dilutive.

The following is\na reconciliation of the numerator and denominator in the basic and diluted net income per common share computations for the Successor\nentity:

Schedule of Basic and Diluted Net Loss Per Share Attributable to Shareholders

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For\n the Year Ended \n December\n 31, 2025			Predecessor\n From\n January 1 to \n September\n 24, 2024			Successor\n From\n September 25 to December\n 31, 2024
Net loss	$	(6,278,191	)		$	(654,640	)	$	(862,791	)

Weighted-average common shares outstanding\n – basic and diluted		13,565,096				NA\n			13,089,592

Net loss per share:
Basic and diluted	$	(0.46	)			NA\n		$	(0.07	)

Note\n11 - Equity

Stockholders’ Equity and Mezzanine Equity

Common\nStock – The Successor has 100,000,000 shares of Common Stock, par value $0.001 authorized and has issued 14,761,925 shares and\n13,110,000 shares of its common stock as of December 31, 2025 and 2024. The changes to equity in the current period include:

\n\n\n\n\n

	●	7,600,000\n issued at par value pursuant to Founders Stock Subscription Agreements dated March 15, 2024,\n and valued at par value of $0.001.
	●	2,110,000\n issued at $1.00, the per share purchase price pursuant to private placements dated April\n to June 2024.
	●	2,500,000\n shares and 500,000 shares were issued at $1.00 per share pursuant to an Amended and Restated\n License Agreement dated July 22, 2024. The shares were recorded based on the most recent\n arm’s-length sale price of $1.00 per share.

F-16

\n\n\n\n\n\n\n\n\n

	●	400,000\n shares were issued in 2024 under a service agreement dated March 2024 (as amended September\n 30, 2024).
	●	625,000\n shares issued for advisory services including 200,000 shares for investor relations services\n with a fair market value of $1.91 per share, 200,000 shares for financial advisory services\n with a fair market value of $2.00 per share and 225,000 shares for advisory services with\n a fair market value of $1.00 per share. The total amount recorded in stockholder’s\n equity for these transactions was $1,007,000.
	●	1,925\n issued at $4.00 per share and sold to outside investors at the expected price of the public\n offering. The Company has a receivable of $800 for the purchase of 200 of these shares\n issued and has a cash payment of $6,800 as of December 31, 2025 for the purchase of 1,725\n of these shares issued. The total amount recorded in stockholder’s equity for these\n transactions was $6,800.
	●	On\n November 14, 2025, the Company completed its initial public offering of 1,000,000 shares\n of common stock at a public offering price of $4.00 per share, generating gross proceeds\n of $4,000,000. Total offering costs were $764,308, consisting primarily of underwriting fees,\n legal fees, accounting fees, and other offering-related expenses. Net proceeds to the Company\n were approximately $3,235,692 after deducting underwriting discounts, commissions, and other\n offering expenses.
	●	25,000\n shares were issued for consulting services in connection with the convertible promissory note with Greetree (Note 7), with a fair\n market value of $1.75\n per share as of December 31, 2025. The total amount recorded in stockholder’s equity for this transaction was $43,750.

Preferred\nStock – The Successor has 1,000,000\nshares of preferred stock, par value $0.001\nauthorized and there were no preferred shares issued and outstanding as of December 31, 2025 and 2024.

Common\nStock Payable – The Company entered into consulting agreements under which it committed to issue shares of common stock for\nservices rendered. As of December 31, 2025, certain shares had been earned but not yet issued and are presented as common stock payable.\n

The Company entered into two consulting agreements:

\n\n \n \n \n\n \n \n \n

	●	Under the first agreement, 30,000 shares were committed with a total fair value of $60,000. These shares were issued\non March 24, 2026.
	●	Under the second agreement, 300,000 shares were committed with a total fair value of $258,780. As of December 31,\n2025, 26,667 shares had vested, and the Company recognized $23,003 of stock-based compensation expense.

Warrants\n– In April 2024, the Company issued 2,110,000\nwarrants to purchase common stock at a price of $3.00\nper share, expiring on April\n15, 2029. The warrants are only settled in shares\nwith no cash option and were issued as part of the private placement.

During\nthe year ended December 31, 2025, the Company issued an additional 230,000 warrants in connection with financing arrangements, consisting\nof:

\n\n \n \n \n\n\n \n \n \n

	●	200,000 warrants issued to Greentree Financial Group Inc. on\nAugust 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\nnote and additional paid in capital; and
	●	30,000 warrants issued to D. Boral Capital LLC on November\n14, 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\ncapital as offering costs on the IPO.

As\nof December 31, 2025, the Company had a total of 2,340,000 warrants outstanding, with a weighted average price of $3.10 and intrinsic value of $0.

The fair value of the warrants using the Black-Scholes Model with the following variables:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

●	Stock Price - $1.00- $1.75
●	Exercise Price - $4.00
●	Volatility – 72.30% - 74.18%
●	Term –5 years
●	Risk Free Rate of Return – 3.74% - 3.77%

Stock\nOptions – During the year ended December 31, 2025, the Company granted an aggregate of 175,000 stock options to directors. The options have exercise prices ranging from $1.13 to $1.24 per share, with a weighted-average exercise price of\napproximately $1.19 per share, and a contractual term of five years.

The\ntotal grant-date fair value of the options issued during 2025 was approximately $103,348. The Company recognized stock-based compensation\nexpense of $51,225 related to these grants during the year ended December 31, 2025. The remaining unamortized compensation expense of\napproximately $52,123 will be recognized over the remaining vesting period.

As\nof December 31, 2025, the Company had 175,000 stock options outstanding and exercisable, with a weighted-average exercise price of approximately\n$1.19 per share and a weighted-average remaining contractual life of approximately 5 years, and an intrinsic value of $0.

The fair value of the stock options using the Black-Scholes Model with the following variables. The expected term\nis calculated using a simplified method for plain vanilla options:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

Restricted\nStock Units – During the year ended December 31, 2025, the Company granted an aggregate of 822,592 restricted stock units (“RSUs”)\nto employees and service providers. The RSUs were granted at a fair value of $1.13 per share and vest over periods through December 2026.

The\ntotal grant-date fair value of the RSUs issued during 2025 was approximately $929,529. The Company recognized stock-based compensation\nexpense of $97,422 related to these RSUs during the year ended December 31, 2025. The remaining unrecognized compensation expense of\napproximately $832,107 will be recognized over the remaining vesting period. As of December 31, 2025, the Company had 822,592 RSUs outstanding.

Capital Contribution from Related Party –\nDuring the year ended December 31, 2025,\nthe Company recognized $78,980 as a capital contribution to additional paid in capital related to the forgiveness of amounts previously\npayable to a related party. As of December 31, 2025, no amounts remained outstanding.

F-17

Note\n12 – Segment Report

Operating\nsegments are defined as components of an enterprise for which separate financial information is available and regularly reviewed by the\nchief operating decision maker (“CODM”) in allocating resources and assessing performance.

The\nCompany has determined that its CODM is the Chief Executive Officer.

In\naccordance with ASC 280, Segment Reporting, the CODM evaluates financial performance and allocates resources based on consolidated results\nof operations. The Company operates as a single reporting unit and does not manage its business by separate product lines, service lines,\nor geographic divisions for purposes of internal reporting. Accordingly, the Company has determined that it operates in one reportable\nsegment.

Substantially\nall of the Company’s operations and long-lived assets are located in the United States.

Because\nthe Company operates in one reportable segment, consolidated net revenues, operating loss, net loss, and total assets as presented in\nthe consolidated financial statements represent segment results.

Schedule of Reportable Segment

	For\n the year ended \n December\n 31, 2025			Predecessor\n From\n January 1 to September\n 24, 2024			Successor\n From\n September 25 to December\n 31, 2024
Gross profit (loss)	$	2,342			$	-		$	(1,607	)
Less:
Professional fees		147,694				243,057			116,652
Payroll expense		2,008,394				334,644			578,100
Selling, general and administrative expenses		931,279				76,872			26,462
Interest (income) expense, net		19,166				67			(10,030	)
Depreciation and amortization		300,000				-			150,000
Impairment loss on Intellectual property		2,550,000				-			-
Loss on investment		500,000				-			-
Gain on debt settlement		(175,000	)			-			-
Other income		(1,000	)			-			-
Segment\n net loss		(6,278,191	)			(654,640	)		(862,791	)
Reconciliation of profit or loss		-				-			-
Adjustments and reconciling\n items		-				-			-
Consolidated\n net loss	$	(6,278,191	)		$	(654,640	)	$	(862,791	)

Note\n13 – Income Taxes

We\nrecord tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of\nthe evaluation of new information not previously available. Because of the complexity of certain tax uncertainties, the ultimate resolution\nmay result in a payment that is materially different from our current estimate of the recognized tax benefit liabilities. These differences,\nif any, will be reflected as increases or decreases to income tax expense in the period in which new information becomes available.

As\nof December 31, 2025 and December 31, 2024, the Company has not recorded any uncertain tax positions in the accompanying financial statements.

The\neffective U.S. federal corporate income tax rate for the years ended December 31, 2025 and 2024 was 21%.

As\nof December 31, 2025, the Company had net operating loss carryforwards of approximately $7,141,162, compared to $862,971 as of December\n31, 2024. These net operating losses may be carried forward indefinitely; however, their utilization may be subject to limitations under\nSection 382 of the Internal Revenue Code due to ownership changes and stock issuances.

The\nsignificant components of the Company’s deferred tax assets were as follows:

Schedule\nof Deferred Tax Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December\n 31, 2025			December\n 31, 2024
Deferred Tax Asset	$	1,499,644			$	181,186
Valuation Allowance		(1,499,644	)			(181,186	)
Net Deferred Tax Asset	$	-			$	-

As\nof December 31, 2025, the Company recorded a deferred tax asset of $1,499,644 primarily related to federal net operating loss carryforwards.\nDue to the Company’s cumulative losses and the lack of sufficient positive evidence to support realization, management determined\nthat it is more likely than not that the deferred tax asset will not be realized. Accordingly, a full valuation allowance of $1,499,644\nhas been recorded as of December 31, 2025.

As\nof December 31, 2024, the Company recorded a full valuation allowance of $181,186 against its deferred tax assets.

The\nCompany recorded no provision for income taxes for the years ended December 31, 2025 and 2024 due to operating losses and the establishment\nof a full valuation allowance against its deferred tax assets.

F-18

Note\n14 - Subsequent events

Subsequent Events

1. On January 1, 2026, the Company entered into a\nlicense agreement, with Itonis Pharmaceuticals, a Nevada corporation pursuant to which the Company obtained an exclusive, worldwide license\nto manufacture, market and sell Itonis’ homeopathic Emesyl product. Under the terms of the agreement, the Company is obligated to\npay an 8% royalty on net sales payable with thirty (30) days after the end of each calendar quarter. In addition, upon achieving each\n$200,000 in sales, the Company is entitled to receive 7% of Itonis’s equity. As of the date of this report, no material activity\nhas occurred pursuant to this agreement.

2. On January 5, 2026, Mr. Tyler Moore resigned as\nChief Financial Officer of the Company. The resignation was accepted by the Board of Directors and was not the result of any disagreement\nwith the Company on any matter relating to the Company’s operations, policies, or practices.

3. On March 12, 2026, the Company and Genesis One\nHoldings, LLC entered into a termination and fee waiver agreement in connection with a consulting agreement dated June 20, 2025 with a\ntotal fee payable of up to $200,000. The Company has previously paid $25,000, and the parties have agreed to terminate the agreement.\nGenesis One agreed to waive the remaining fee of $175,000, and no further amounts are due or payable by the Company under the agreement.

4. On March 24, 2026, the Company entered into an\nagreement with Corporate Profile LLC in connection with the termination of a prior investor relations agreement dated August 15, 2025\npursuant to which the Company agreed to issue 30,000 shares of its common stock as full and final settlement of all amounts due. The shares\nwere issued on March 24, 2026, and upon such issuance, no further obligations remain between the parties.

5. On February 6, 2026, BK Investments LLC, an entity\nowned by the Company’s Chairman, Brian John, and the Company entered into a stock purchase agreement, effective March 19, 2026.\nPursuant to the agreement the Company agreed to purchase and BK Investments agreed to sell its holdings of 1,250,000 shares of the Company’s\ncommon stock for an aggregate purchase price of $1,250,000 in cash.

6. On February 6, 2026, Dr. Glynn Wilson, the Company’s\nChief Executive Officer and the Company entered into a stock purchase agreement, effective March 19, 2026. Pursuant to the agreement the\nCompany agreed to purchase and Dr. Wilson agreed to sell his holdings of 1,500,000 shares of the Company’s common stock for an aggregate\npurchase price of $750,000 in cash.

7.\nOn March 10, 2026, the Company entered into a Settlement and Release Agreement (“Settlement Agreement”) with NovoDX Corporation\nto resolve certain disputes between the parties, concerning (i) 3,500,000 shares of Company’s common stock that NovoDX owns (the\n“CABR Shares”) and claims it has the right to sell without restriction; and (ii) assertions of fraud and misrepresentation\nby NovoDX with respect to the Research Collaboration and Exclusive License Agreement made and effective as of June 30 2024, between the\nparties (the “License Agreement”), which assertions NovoDX claims are false and baseless (the “Dispute”). Pursuant\nto the Settlement Agreement, the parties have agreed to settle the claims and matters related to the Dispute and agreed to mutual releases.\nConcurrent to the Settlement Agreement, the parties also entered into a stock purchase agreement effective March 19, 2026, pursuant to\nwhich stock purchase agreement, NovoDX agreed to sell to the Company and the Company agreed to purchase from NovoDX its holding of 3,500,000\nshares of the Company’s common stock for an aggregate purchase price of $1,075,000 in cash.

8. On March 17, 2026, the Company filed a Certificate\nof Designation for 4,000 shares of preferred stock designated the shares as Series A Convertible Preferred Stock, and establishing the\nrights, preferences and privileges of such shares, including a stated value of $1,000 per share and an 8% dividend.

9. On March 19, 2026, the Company entered into a securities\npurchase agreement in connection with a private investment in public equity financing of 3,789,474 shares of its Series A Convertible\nPreferred Stock, stated value $3,789,474 per share (the “Series A Preferred Stock”), equating to 3,789.74 Series A Convertible\nPreferred Shares which equates to a purchase price of $950 per share of Series A Preferred Stock with a stated value of $1,000 per share,\nafter factoring in an original issue discount (“OID”) of 5%. The Series A Preferred Stock is convertible into common stock\nat a conversion price of $0.40 per share and 9,473,685 warrants to acquire up to 9,473,685 shares of Common Stock at an exercise price\nof $0.40 per share, for aggregate gross proceeds of approximately $3.6 million. About $3.075 million of the net proceeds were used or\nwill be used to repurchase shares from certain insiders, aggregating to 6,250,000 shares of the Company’s Common Stock. The aggregate\nof 6,250,000 shares consists of (i)1,500,000 shares from Dr. Glynn Wilson, the Company’s Chief Executive Officer; (ii) 1,250,000\nshares from BK Investments LLC, an entity owned by the Company’s Chairman, Brian John; and (iii) 3,500,000 shares from NovoDX, Inc.

10. On March 23, 2026, Greentree Financial Group Inc.\nconverted amounts due under a convertible promissory note with an original principal amount of $200,000, dated August 6, 2025, into shares\nof the Company’s common stock. In connection with such conversion, the Company issued an aggregate of 299,581 shares of its common\nstock.

11.\nOn March 29, 2026 the Board approved the appointment of Mr. Brian John to serve as the Interim Chief Financial Officer of the Company.\nThe Board also approved and adopted an amendment to the Company’s Bylaws which reduces the number of shares required to constitute\na quorum at a shareholder meeting of the Company, to provide that stockholders holding thirty-three and one-third percent (33 1/3%) of\nthe Company’s outstanding capital stock entitled to vote at such meeting shall constitute a quorum (Section 2.06 of the Bylaws).

Except as described above, management has determined that there were no other events occurring subsequent to December\n31, 2025 that require adjustment to or disclosure in the accompanying financial statements.

F-19

Caring\nBrands Inc. and Subsidiaries

Condensed\nConsolidated Balance Sheets

(Unaudited)

	June 30, 2026			December 31, 2025

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,820,365			$	2,189,232
Inventory, net		12,807				12,807
Prepaid expenses and other current assets		76,451				124,779
TOTAL CURRENT ASSETS		1,909,623				2,326,818

TOTAL ASSETS	$	1,909,623			$	2,326,818

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable		293,805				170,351
Accrued expenses and other current liabilities		90,841				6,493
TOTAL CURRENT LIABILITIES		384,646				176,844

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

TOTAL LIABILITIES	$	384,646			$	235,494

COMMITMENTS AND CONTINGENCIES (Note 8)		-				-

MEZZANINE EQUITY
Series A Convertible Redeemable preferred stock, $0.001 par value, 4,500 shares and 0 shares authorized as of June 30, 2026 and December 31, 2025, respectively, 4,233 shares and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		4,232,686				-
Series A Convertible Redeemable preferred stock, value		4,232,686				-
TOTAL MEZZANINE EQUITY		4,232,686				-

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, par value of $0.001 per share; 1,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025	$	-			$	-
Preferred stock, value	$	-			$	-
Common stock, par value of $0.001 per share; 100,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 9,091,506, and 14,761,925 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively *		9,092				14,762
Common stock, value		9,092				14,762
Additional paid-in capital		6,963,403				9,135,341
Common stock payable		258,780				83,003
Subscription receivable		(800	)			(800	)
Receivable from related party for stock repurchase		(150,000	)			-
Accumulated deficit		(9,788,184	)			(7,140,982	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(2,707,709	)			2,091,324

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,909,623			$	2,326,818

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-20

Caring\nBrands Inc. and Subsidiaries

Condensed\nConsolidated Statements of Operations

(Unaudited)

	For\nthe Three Months Ended \n June 30, 2026			For\nthe Three Months Ended \n June 30, 2025			For\nthe Six Months Ended \n June 30, 2026		For\nthe Six Months Ended \n June 30, 2025

Revenue	$	-			$	1,587		$	-		$	3,056
Cost of revenue		-				722			-			1,400
Gross profit		-				865			-			1,656

Selling, general and administrative expenses		26,187				21,331			114,723			51,490
Payroll expense		414,186				489,114			1,514,886			856,147
Professional service fees		198,364				75,003			730,627			142,945
Depreciation and amortization		-				75,000			-			150,000
Total operating expenses		638,737				660,448			2,360,236			1,200,582

Operating loss		(638,737	)			(659,583	)		(2,360,236	)		(1,198,926	)

Other income (loss)		50				(1,000	)		62			-
Interest income (expense), net		(39	)			-			(287,028	)		(427	)
Total other income (expense)		11				(1,000	)		(286,966	)		(427	)

Net loss	$	(638,726	)		$	(660,583	)	$	(2,647,202	)	$	(1,199,353	)

Accretion to redeemable preferred equity	$	217,753			$	-		$	2,062,360		$	-
Dividends on Series A preferred stock		78,540				-			88,508			-

Net Loss attributable to common stockholders	$	(935,019	)		$	(660,583	)	$	(4,798,070	)	$	(1,199,353	)

Net loss per share attributable to common stockholders - basic	$	(0.10	)		$	(0.05	)	$	(0.41	)	$	(0.09	)
Net loss per share attributable to common stockholders - diluted	$	(0.10	)		$	(0.05	)	$	(0.41	)	$	(0.09	)

Weighted average shares outstanding - basic		8,994,253				13,336,471			11,705,727			13,276,331
Weighted average shares outstanding - diluted		8,994,253				13,336,471			11,705,727			13,276,331

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-21

Caring\nBrands Inc. and Subsidiaries

Condensed\nConsolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)

(Unaudited)

\n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Shares		Amount		Shares	Amount		Capital			payable		Receivable	\n	repurchase		deficit			(Deficit)
															Receivable from \nrelated					Total
								Additional			Common				party for					\n Stockholders’
	Mezzanine Equity		Common Stock		Paid-in	stock		Subscription			stock		Accumulated		Equity
	Shares		Amount		Shares	Amount		Capital			payable		Receivable	\n	repurchase		deficit			(Deficit)
Balance, December 31, 2024		-		-		13,110,000			13,110			4,541,057			-			-			-		(862,791	)	3,691,376
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
Issuance of shares		-		-		1,525			2			5,998			-			-			-		-		6,000
Shares sold on subscription						400			-			1,600			-			(1,600	)		-		-		-
Common stock to be issued		-		-		-			-			-			382,000			-			-		-		382,000
Net loss		-		-		-			-			-			-			-			-		(660,583	)	(660,583	)
Balance, June 30, 2025		-		-		13,336,925			13,337			4,773,430			382,000			(1,600	)		-		(2,062,144	)	3,105,023

Balance, December 31, 2025		-		-		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 issued for 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	)
Shares issued for settlement of dispute, net		-		-		250,000			250			278,530			(278,780	)		-			-		-		-
Restricted stock-based compensation, net		-		-		-			-			181,801			-			-			-		-		181,801
Stock option compensation		-		-		-			-			23,166			-			-			-		-		23,166
Dividends on Series A preferred stock		-		-		-			-			(78,540	)		-			-			-		-		(78,540	)
Warrants issued for Series A Convertible Redeemable preferred stock		-		-		-			-			174,541			-			-			-		-		174,541
Advance for repurchase of common stock		-		-		-			-			-			-			-			(150,000	)	-		(150,000	)
Proceeds allocated to Series A Preferred Stock		444		225,459		-			-			-			-			-			-		-		-
Accretion to redemption value		-		217,753		-			-			(217,753	)		-			-			-		-		(217,753	)
Net loss		-		-		-			-			-			-			-			-		(638,726	)	(638,726	)
Balance, June 30, 2026		4,233		4,232,686		9,091,506			9,092			6,963,403			258,780			(800	)		(150,000	)	(9,788,184	)	(2,707,709	)

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-22

Caring\nBrands Inc. and Subsidiaries

Condensed\nConsolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended \nJune 30, 2026			For the Six Months Ended \nJune 30, 2025

Cash flows from operating activities:
Net loss	$	(2,647,202	)		$	(1,199,353	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		-				150,000
Amortization of debt discounts		141,350				-
Stock-based compensation		1,036,496				-
Stock-based compensation loss on stock repurchased from related parties		137,500				-
Shares issued for services		-				607,000
Changes in operating assets and liabilities:
Inventory, net		-				642
Prepaid expenses and other current assets		48,328				(4,891	)
Accounts payable		123,454				6,935
Accrued expenses and other current liabilities		146,207				(11,438	)
Net cash used in operating activities		(1,013,867	)			(451,105	)

Cash flows from financing activities:
Related party loan payable		-				50,000
Proceeds from shares		-				6,000
Proceeds from PIPE financing, net		3,870,000				-
Advance for repurchase of common stock		(150,000	)			-
Repurchase of common stock		(3,075,000	)			-
Net cash provided by financing activities		645,000				56,000

Net decrease in cash and cash equivalents		(368,867	)			(395,105	)

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

Cash and cash equivalents, end of period	$	1,820,365			$	73,893

Supplemental disclosure of non-cash investing and financing activities:
Common stock sold on subscription	$	-			$	1,600
Share issued for common stock payable	$	60,000			$	-
Share issued for debt conversion	$	350,367			$	-
Accretion of Series A preferred stock to redemption value	$	2,062,360			$	-
Dividends accrued on Series A Convertible Preferred Stock	$	88,508			$	-

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-23

Caring\nBrands, Inc. and subsidiaries

Notes\nto the Condensed Consolidated Financial Statements (Unaudited)

Note\n1 - Organization and Business Operations

Caring\nBrands, Inc. (the “Company”) is a Nevada corporation and was incorporated on April 24, 2024. On September 24, 2024, the Company\nentered into a separation and exchange agreement with Safety Shot, Inc. (“Shot”) pursuant to which, Shot exchanged its right,\ntitle and interest in and to Caring Brands, Inc., a Florida corporation (“CB FL”), free and clear of all liens and encumbrances,\nand in exchange thereof, the Company accepted and agreed to assume all obligations of CB FL (see Note 2 – Significant Accounting\nPolicies). The Company’s principal business is the over-the-counter and prescription-grade health and wellness products.

Going\nConcern Consideration

The\naccompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization\nof assets and the satisfaction of liabilities in the normal course of business.

For\nthe six months ended June 30, 2026, the Company incurred a net loss of $2,647,202 and used $1,013,867 of cash in operating activities.\nAs of June 30, 2026, the Company had cash and cash equivalents of $1,820,365 and an accumulated deficit of approximately $9,788,184.\nThe Company has generated minimal revenues to date and continues to incur operating losses as it advances its business plan. On July\n17, 2026, the Company received a delisting determination from the Nasdaq Stock Market LLC (see Note 13). The Company has generated minimal\nrevenues to date.

Although\nthe Company completed its initial public offering in November 2025, generating net proceeds of approximately $3,235,692, its ability\nto continue as a going concern is dependent upon its ability to generate revenues and/or obtain additional financing.

Management\nbelieves that existing cash resources will be sufficient to fund operations for at least the next twelve months; however, there can be\nno assurance that additional capital will not be required. The condensed consolidated financial statements do not include any adjustments\nthat might result from the outcome of this uncertainty.

Note\n2 - Significant Accounting Policies

Basis\nof Presentation and Principles of Consolidation

The\naccompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America\n(“U.S. GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). As\npermitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed\nor omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated\nfinancial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which\nare necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative\nof the results to be expected for the fiscal year ending December 31, 2026, or for any other interim period or for any other future year.\nAll intercompany balances and transactions have been eliminated in the consolidated financial statements.

Emerging\nGrowth Company Status

F-24

Use\nof Estimates

Cash\nand Cash Equivalents

The\nCompany considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes\nof the statement of cash flows.

Inventory

Net\nLoss Per Share

Fair\nValue of Financial Instruments

F-25

Revenue\nRecognition

The\nCompany generates its revenue from the sale of its products directly to the end user (the “customer”). The Company recognizes\nrevenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts\nwith Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services\nare transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those\ngoods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized\nas it fulfills its obligations under each of its agreements; 1) identify the contract with a customers, 2) identify the performance obligations\nin the contract, 3) determine the transactions price, 4) allocate the transaction price to performance obligations in the contract, and\n5) recognize revenue as the performance obligations are satisfied.

As\nof June 30, 2026, the Company had no contract assets, contract liabilities or deferred contract costs recorded on its condensed consolidated\nbalance sheet.

Equity\nInvestments

Intellectual\nProperty

Intellectual\nproperty, including license agreements, is recorded at cost and amortized over its estimated useful life using the straight-line method.\nThe Company evaluates its intellectual property for impairment whenever events or changes in circumstances indicate that the carrying\namount of a long-lived asset may not be recoverable, in accordance with ASC 360.

During\nthe year ended December 31, 2025, the Company identified impairment indicators related to its intellectual property, including ongoing\nlitigation involving the licensor, lack of development or commercialization activities, and significant uncertainty regarding the Company’s\nability to utilize the licensed technology.

Based\non management’s assessment, the Company determined that the carrying amount of the intellectual property was not recoverable, as\nthe expected undiscounted future cash flows were insufficient to recover its carrying value. Accordingly, the Company recorded a full\nimpairment charge to write down the intellectual property to its estimated fair value of zero as of December 31, 2025.

No\nimpairment charge was recorded for the three and six months ended June 30, 2026.

Schedule\nof Estimated Useful Life of Intellectual Property

\n \n \n \n \n \n \n

		Useful Life
Intellectual Property		10 years

Stock\nBased Compensation

F-26

Mezzanine\nEquity

Where\nordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely\nwithin the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified\nas ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be\npermanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.

The\nSeries A convertible preferred stock (“Series A Preferred Stock”) was accounted for as mezzanine equity in accordance with\nASC 480. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable\nshares to equal the redemption value at the end of each reporting period.

Segment\nReporting

Income\nTaxes

Prior\nto the separation of the Company from its then parent, the Company was included as a wholly-owned subsidiary of Safety Shot, Inc., and\nas such, the Company followed the guidance under ASC 740-10-30-27 to account for income taxes using the separate return approach. The\nCompany accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax\nassets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities\nand for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation\nallowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC\n740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes\na recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected\nto be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination\nby taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim\nperiod, disclosure and transition. The Company incurred losses of $2,647,202 and $1,199,353 for the six months ended June 30, 2026 and\n2025, respectively. Using a 21% tax rate at the balance sheet date, the Company’s deferred tax asset as of June 30, 2026 and December\n31, 2025 would be $1,809,017, and $1,499,644 respectively with a valuation allowance of $1,809,017, and $1,499,644.

F-27

Related\nParties

The\nCompany follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure\nof related party transactions.

The\nfinancial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense\nallowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the\npreparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the\nnature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts\nwere ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding\nof the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which\nincome statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding\nperiod; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent,\nthe terms and manner of settlement. See Note 4 – Intangible Assets, Note 5 – Investment in NovoDX, a Related Party, Note\n7 – Debt, and Note 10 Stockholders’ Equity and Mezzanine Equity.

In\naddition to the related party relationships described above, during the six months ended June 30, 2026, the Company repurchased shares\nof its common stock from certain related parties, including Brian S. John, Tyler Moore, and NovoDX, in connection with the Company’s\nSeries A Convertible Preferred Stock private placement. See Note 10 - Stockholders’ Equity and Mezzanine Equity for further detail\nregarding these transactions.

New\nAccounting Pronouncements Issued But Not Yet Adopted

F-28

From\ntime to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as\nof the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are\nnot yet effective will not have a material effect on its condensed consolidated financial position or results of operations upon adoption.

Recently\nadopted accounting pronouncements

Note\n3 - Cash and Cash Equivalents

As\nof June 30, 2026 and December 31, 2025, the Company had a cash balance of $1,820,365 and $2,189,232 respectively.

Note\n4 - Intangible Assets

On\nJune 18, 2024, the Company entered into a License Agreement with NovoDX Corporation, a related party, to license the NovoDX’s GoldNTM\nEbola Rapid Diagnostic Test to market and sell the Licensed Product within the commercial field, which was Amended and Restated on July\n22, 2024. In consideration for the License, the Company issued 3,000,000 shares of its restricted common stock to NovoDX. The shares\nwere issued at $1.00 per share, the same price as the private placement offering and are being amortized over a 10-year period. During\nthe year ended December 31, 2025, the Company identified impairment indicators and recorded a full impairment charge to write down the\ncarrying amount of the licensed intellectual property to zero.

As\nof June 30, 2026 the Company had no remaining intangible asset balance.

As\nof December 31, 2025 the Company had the following intangible asset balances:

Schedule\nof Intangible Asset Balances

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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	)	$	-

Amortization\nexpense was $0 and $150,000 for the six months ended June 30, 2026 and 2025, respectively.

Note\n5 - Investment in NovoDX, a Related Party

F-29

During\nthe year ended December 31, 2025, the Company identified impairment indicators related to the investment, including ongoing litigation,\nuncertainty surrounding the underlying technology, and lack of operational and commercialization activities. Based on management’s\nqualitative assessment under ASC 321, the Company determined that the fair value of the investment was less than its carrying amount\nand recorded a full loss on investment of $500,000, writing down the investment to zero as of December 31, 2025.

Note\n6 - Accrued Expenses and Other Current Liabilities

Accrued\nexpenses and other current liabilities as of June 30, 2026 and December 31, 2025 consisted of the following:

Schedule\nof Accrued Expenses and Other Current Liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026		December 31, 2025
Accrued payroll and payroll taxes	$	2,333		$	1,749
Accrued interest		-			4,744
Accrued dividend		88,508			-
Total	$	90,841		$	6,493

Note\n7 - Debt

The\nCompany’s outstanding debt as of June 30, 2026 and December 31, 2025, consisted of the following:

Schedule of Debt

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 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

Term\nLoan

On\nAugust 6, 2025, the Company entered into a convertible promissory note for the amount of $200,000 with Greentree Financial Group, Inc\n(“Greentree Promissory Note”). The Greentree Promissory Note has an annual interest rate of 10% and the Greentree Promissory\nNote can be drawn in up to four tranches with the maturity date being five years from the date the respective tranche was drawn. The\nterm of the agreement allows Greentree Financial Group, Inc. to convert all outstanding note balances, plus any outstanding interest\ncharges and late fees, into our shares of Common Stock at a conversion price of $2.00 per share, or the latest sale price of Common Stock,\nwhichever is less. The loan includes a 10% original issue discount, a one-time legal fee of $10,000, and a one-time grant of 25,000 shares\nof common stock. The common stock was issued to Greentree Financial Group, Inc. as of the date of the contract, with a fair value of\n$1.75 per share and was recorded as a deferred financing fee. We also issued 200,000 warrants to purchase shares of Common Stock with\nan exercise price of $4.00 per share. The warrants issued under the Greentree Promissory Note expire on August 6, 2030. As of December\n31, 2025, we have drawn $200,000 on the Greentree Promissory Note to pay for working capital needs of the business. The Company drew\ntwo $60,000 tranches and one $80,000 on the Greentree Promissory Note on August 13, 2025, September 12, 2025 and October 15, 2025, respectively.\nThe maturity dates for these tranches are August 12, 2030, September 11, 2030, and October 14, 2030, respectively. Included in the issuance\nof this debt were discounts related to stock issued with a fair market value of $43,750 and an original issue discount of $30,000. The\nwarrants had a fair value of $155,154, and $74,267 was recorded as a debt discount and is being amortized to interest expense over the\nterm of the note. On March 23, 2026, the holder elected to convert the entire outstanding balance of the note into equity. Pursuant\nto the conversion notice, the Company issued 299,581 shares of common stock at a conversion price of $2.00 per share, resulting in the\nfull settlement of the note with no remaining principal balance outstanding. In connection with the conversion, the Company recognized\n$148,867 of guaranteed interest on the note and $141,350 of unamortized debt discount as interest expense, both credited to additional\npaid-in capital upon conversion.

F-30

Related\nParty Notes Payable

Loan\nwith Safety Shot, a Related Party

During\n2024, Safety Shot, a related party and significant shareholder of the Company, paid certain operating expenses on behalf of the Company\ntotaling $78,980. These payments were initially recorded as a payable to the related party. During the year ended December 31, 2025,\nSafety Shot waived its right to reimbursement of these amounts. As a result, the Company recognized settlement of related party obligations\nof $78,980 as additional paid in capital for the year ended December 31, 2025. As of June 30, 2026, no amounts remain outstanding related\nto these transactions.

Related\nParty Short-Term Loan

On\nNovember 6, 2025, the Company entered a Short-Term Loan agreement with Caro Partners (the “Lender”). The Lender advanced\nfunds to the Company in the principal amount of Forty-Five Thousand Dollars ($45,000) to assist the Company on a short-term basis to\nassist the Company with short-term working capital needs related to expenses associated with the Company’s NASDAQ uplisting process.\nThe full principal amount of $45,000 was repaid to the Lender on November 19, 2025.

Note\n8 - Commitments and Contingencies

Except\nas disclosed below, the Company is not currently a party to any material legal proceedings, investigation or claims. As the Company may,\nfrom time to time, be involved in legal matters arising in the ordinary course of its business, there can be no assurance that such matters\nwill not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of\nthe Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect\non the business, financial condition or results of operations of the Company.

Legal\ncontingencies

On\nMarch 10, 2026, the Company entered into a Settlement and Release Agreement (“Settlement Agreement”) with NovoDX\nCorporation to resolve certain disputes between the parties, concerning (i)\n3,500,000 shares of Company’s common stock that NovoDX owns (the “CABR Shares”) and claims it has the right\nto sell without restriction; and (ii) assertions of fraud and misrepresentation by NovoDX with respect to the Research Collaboration\nand Exclusive License Agreement made and effective as of June 30 2024, between the parties (the “License Agreement”),\nwhich assertions NovoDX claims are false and baseless (the “Dispute”). Pursuant to the Settlement Agreement, the parties\nhave agreed to settle the claims and matters related to the Dispute and agreed to mutual releases. Concurrent to the Settlement\nAgreement, the parties also entered into a stock purchase agreement effective March 19, 2026, pursuant to which stock purchase\nagreement, NovoDX agreed to sell to the Company and the Company agreed to purchase from NovoDX its holding of 3,500,000\nshares of the Company’s common stock for an aggregate purchase price of $1,075,000\nin cash. The purchase price of $1,075,000 was paid in cash on March 20, 2026, and the 3,500,000 shares were returned to the\nCompany and cancelled on March 27, 2026.

F-31

On\nApril 30, 2026, the Company entered into a settlement agreement with D. Boral Capital LLC to resolve a dispute arising from the Company’s\nNovember 2025 underwritten public offering. Under the terms of the agreement, the Company issued 100,000 shares of its common stock on\nMay 4, 2026 and paid $100,000 in cash on May 6, 2026 in full and final settlement of all amounts claimed. The settlement resulted in\nthe extinguishment of $92,780 of common stock payable during the three months ended June 30, 2026.

On\nMay 1, 2026, the Company entered into a Settlement Agreement and General and Mutual Release with its former Chief Financial Officer,\nTyler Moore, to resolve disputes relating to his prior employment and equity compensation. Under the terms of the agreement, the Company\nissued 150,000 shares of its common stock to Mr. Moore on May 8, 2026 from the Company’s Form S-8 registration statement covering\nthe 2024 Equity Incentive Plan. The settlement shares were issued in full satisfaction of any compensation or other amounts that may\nhave been owed to Mr. Moore, and the agreement includes mutual releases of claims between the parties. The settlement resulted in the\nextinguishment of $186,000 of common stock payable during the three months ended June 30, 2026.

Note\n9 - Net Loss Per Share

The\nCompany computes basic net income per share using the weighted-average number of shares of common stock outstanding. Diluted net income\nper share amounts are calculated using the treasury stock method for equity-based compensation awards. Diluted net income (loss) per\nshare reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted\ninto common stock, using the treasury stock method or if-converted method, as applicable.

As\nof June 30, 2026, the Company had the following potentially dilutive securities outstanding:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Series\n A preferred stock: 10,803,358 shares (See Note 10)
	●	Common\n stock payable: 300,000 shares (See Note 10)
	●	Warrants:\n 12,866,317 shares (See Note 10)
	●	Stock\n options: 175,000 shares (See Note 10)
	●	Restricted\n stock units(“RSUs”): 522,592 shares

Potentially\ndilutive securities include convertible debt, common stock payable, warrants, stock options, and restricted stock units. For the three\nand six months ended June 30, 2026 and 2025, these instruments were excluded from the computation of diluted net income (loss) per share\nas their inclusion would have been anti-dilutive.

The\nfollowing is a reconciliation of the numerator and denominator in the basic and diluted net income per common share computations:

Schedule of Basic and Diluted Net Loss Per Share Attributable to Shareholders

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026			2025
	For the Six Months Ended June 30,
	2026			2025
NUMERATOR:
Net loss	$	(2,647,202	)		$	(1,199,353	)
Accretion to redeemable preferred equity		2,062,360				-
Dividends on Series A preferred stock		88,508				-
Net loss attributable to common stockholders	$	(4,798,070	)		$	(1,199,353	)
Adjustments:		-				-
Add back dividends on Series A preferred stock
Net loss attributable to common stockholders	$	(4,798,070	)		$	(1,199,353	)
DENOMINATOR:
Weighted average number of common shares outstanding – Basic and Diluted *		11,705,727				13,276,331
LOSSES PER SHARE:
Basic net loss per common share	$	(0.41	)		$	(0.09	)

Diluted net loss per common share	$	(0.41	)		$	(0.09	)

F-32

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

NUMERATOR:	2026			2025
	For the Three Months Ended June 30,
NUMERATOR:	2026			2025
Net loss	$	(638,726	)		$	(660,583	)
Accretion to redeemable preferred equity		217,753				-
Dividends on Series A preferred stock		78,540				-
Net loss attributable to common stockholders	$	(935,019	)		$	(660,583	)
Adjustments:
Add back dividends on Series A preferred stock		-				-
Net loss attributable to common stockholders	$	(935,019	)		$	(660,583	)
DENOMINATOR:
Weighted average number of common shares outstanding - Basic		8,994,253				13,336,471
LOSSES PER SHARE:
Basic net loss per common share	$	(0.10	)		$	(0.05	)

Diluted net loss per common share	$	(0.10	)		$	(0.05	)

\n \n \n \n

*	Due\n to the anti-dilutive effect, the computation of basic and diluted EPS did not include the shares underlying the exercise of warrants,\n options, RSUs and Series A preferred stock as the Company had a net loss for the three and six months ended June 30, 2026 and 2025.

Note\n10 – Stockholders’ Equity and Mezzanine Equity

Common\nStock – The Company has 100,000,000 shares of Common Stock, par value $0.001 authorized and has 9,091,506 and 14,761,925 shares\nissued and outstanding as of June 30, 2026 and December 31, 2025, respectively. The cumulative changes to equity since inception include:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	During\n the six months ended June 30, 2026, the Company issued 299,581 shares of common stock to Greentree Financial Group, Inc. upon full\n conversion of the convertible promissory note originally dated August 6, 2025, $2.00 per share for principal of $200,000 and fees\n of $1,500. Guaranteed interest of $148,867 was converted at the alternate conversion price of $0.7487 calculated as 90% of the lowest\n VWAP of the Common Stock during the five consecutive trading day period ending and including the trading day immediately preceding\n the delivery or deemed delivery of the applicable conversion notice. The conversion prices were within the contractual terms of the\n note agreement. The conversion resulted in the full extinguishment of the outstanding obligation, including principal of $200,000\n and guaranteed interest of $148,867. The aggregate carrying value of $350,367 settled was credited to stockholders’ equity,\n consisting of common stock at par value of $300 and additional paid-in capital of $350,067, resulting in the complete settlement\n of the related debt with no gain or loss recognized on conversion.
	● \n \n \n	On\n March 24, 2026, the Company issued 30,000 shares of common stock to settle previously recognized\n stock payable related to consulting services incurred during the year ended December 31,\n 2025, resulting in settlement of stock payable in the amount of $60,000. \n \n
	●	On\n May 4, 2026, the Company issued 100,000 shares of common stock to D. Boral Capital LLC pursuant to a settlement agreement dated April\n 30, 2026, in full and final settlement of a dispute arising from the Company’s November 2025 underwritten public offering.\n The shares had a fair value of $92,780 on the settlement agreement date recorded as stock-based compensation. See Note 8 –\n Commitments and Contingencies.
	●	On\n May 8, 2026, the Company issued 150,000 shares of common stock to its former Chief Financial Officer pursuant to a Settlement Agreement\n and General and Mutual Release dated May 1, 2026. The shares had a fair value of $186,000 on the settlement agreement date recorded\n as stock-based compensation. See Note 8 – Commitments and Contingencies.

F-33

Repurchase\nof Shares from Related Party - During the six months ended June 30, 2026, the Company entered into multiple stock repurchase agreements\nwith certain related party shareholders in connection with the Company’s Series A Convertible Preferred Stock private placement\n(the “PIPE” offering). Pursuant to these agreements, the Company repurchased and retired an aggregate of 6,250,000 shares\nof common stock for total consideration of $3,075,000 in cash. These transactions included:

\n \n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n

	●	1,250,000\n shares repurchased from Brian S. John for $1,250,000 ($1.00 per share)

	●	1,500,000\n shares repurchased from Tyler Moore for $750,000 ($0.50 per share)

	●	3,500,000\n shares repurchased from NovoDX for $1,075,000 ($0.307 per share)

All\nrepurchased shares were retired upon acquisition and these transactions were approved by the disinterested members of the Company’s\nBoard of Directors. The repurchase of 1,250,000 shares from Brian S. John was made at $1.00 per share, which exceeded the estimated fair\nmarket value of the common stock of $0.89 per share on the repurchase date. The excess of the repurchase price over fair market value\nof $137,500 was recognized as a stock-based compensation charge with a corresponding credit to additional paid-in capital. All remaining\namounts were recorded as reductions to common stock and additional paid-in capital within the accompanying statements of stockholders’\nequity. Each of the above transactions constitutes a related party transaction as defined under ASC-850.

Receivable\nfrom Related Party for Stock Repurchase – As of June 30, 2026, the Company had advanced $150,000 in respect of the repurchase and\nretirement of 150,000 shares of the Company’s common stock held by insiders, as required by the use-of-proceeds provisions of the\nSecurities Purchase Agreement dated May 29, 2026. Because the Company’s obligation to apply these proceeds to reacquire a fixed\nnumber of its own shares was established by that agreement prior to June 30, 2026, the advance does not represent a recoverable asset\nand has been recorded as a reduction of stockholders’ equity, as of June 30, 2026. The 150,000 shares remained outstanding as of\nJune 30, 2026 and had not been cancelled. See Note 13 – Subsequent Events.

Preferred\nStock – The Company has 1,000,000 shares of preferred stock, par value $0.001 authorized. There were no shares issued and outstanding\nas of June 30, 2026 and December 31, 2025.

Series\nA Convertible Preferred Stock - Mezzanine Equity

On\nMarch 19, 2026, the Company designated 4,000 shares of its preferred stock as Series A Convertible Preferred Stock, with a stated value\nof $1,000 per share. On July 10, 2026, the Company filed an amendment to the Certificate of Designation, increasing the number of designated\nSeries A shares from 4,000 to 4,500. See Note 13 – Subsequent Events.

On\nMarch 19, 2026, the Company entered into a Securities Purchase Agreement in connection with a private investment in public equity (the\n“PIPE Offering”), pursuant to which the Company issued 3,789.474 shares of Series A Convertible Preferred Stock (the “Series\nA Preferred Stock”) with a stated value of $1,000 per share, for an aggregate stated value of $3,789,474, together with warrants\nto purchase 9,473,685 shares of common stock at an exercise price of $0.40 per share. The purchase price was $950 per share, resulting\nin gross proceeds of approximately $3.5 million after giving effect to a 5% original issue discount.

The\nSeries A Preferred Stock is convertible into shares of the Company’s common stock at a conversion price of $0.40 per share, subject\nto certain limitations and adjustments, including beneficial ownership limitations and shareholder approval requirements.

The\nSeries A Preferred Stock ranks senior to the Company’s common stock with respect to liquidation. In addition, the Series A Preferred\nStock includes redemption provisions that allow the holder to require cash redemption upon the occurrence of specified triggering events.\nThe Series A Preferred Stock is redeemable at the option of the holder upon the occurrence of a Triggering Event, defined as (i) the\nobjection or rejection by the Trading Market, any Governmental Entity, or any regulatory or self-regulatory agency of any of the transactions\ncontemplated by the Securities Purchase Agreement on or before December 31, 2026, or (ii) the failure of any regulatory or self-regulatory\nagency to approve all such transactions, if any such approval is required, on or before December 31, 2026. Upon the occurrence and continuance\nof a Triggering Event, following a ten (10) day opportunity to cure, the holder may require the Company to redeem all or any portion\nof the Series A Preferred Stock at a redemption price equal to 100% of the consideration paid, plus any accrued but unpaid dividends\nand all other costs and expenses, including legal fees, incurred in connection with the Triggering Event (the “Triggering Redemption\nAmount”). The Triggering Redemption Amount is due and payable within ten (10) Trading Days of the holder’s redemption notice.\nIf the Company fails to pay the Triggering Redemption Amount when due, interest accrues at the lesser of 10% per annum or the maximum\nrate permitted by applicable law until paid in full. As of June 30, 2026, the base Triggering Redemption Amount was approximately $4.2\nmillion, exclusive of accrued dividends, legal fees, and other applicable costs, which could increase the total redemption obligation.\nDue to the existence of redemption features that are not solely within the control of the Company, the Series A Preferred Stock is classified\nas mezzanine equity in accordance with ASC 480-10-S99 (SEC Staff guidance).

F-34

On\nApril 7, 2026, the Company received a Staff Delisting Determination letter (the “Notice”) from the Listing Qualifications\nDepartment of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is not in compliance with Nasdaq Listing\nRule 5550(b)(1), which requires the Company to maintain a minimum of $2.5 million in stockholders’ equity for continued listing\non The Nasdaq Capital Market (the “Stockholders’ Equity Rule”), nor is it in compliance with either of the alternative\nlisting standards, market value of listed securities of at least $35 million or net income of $500,000 from continuing operations in\nthe most recently completed fiscal year, or in two of the three most recently completed fiscal years. For the periods that management\ndetermined it was probable that the Preferred Shares would become redeemable, the Company had elected to carry the shares at the maximum\nredemption value, or fair value, in mezzanine equity on the consolidated balance sheets. For the reporting period through June 30, 2026,\nall Preferred Shares were recognized at their maximum redemption value. During the six months ended June 30, 2026 and 2025, the Company\nrecognized $2,062,360 and nil, respectively, in accretion of the Preferred Shares to redemption value within mezzanine equity on the\nconsolidated balance sheets.

As\nof June 30, 2026, there were 4,233 shares of Series A Preferred Stock issued and outstanding, carried at an aggregate redemption value\nof $4,232,686.

On\nMay 29, 2026, the Company entered into a second Securities Purchase Agreement under the PIPE Offering with an accredited investor, pursuant\nto which the Company agreed to issue 444 shares of Series A Preferred Stock with an aggregate stated value of $443,212, together with\nwarrants to purchase 1,052,632 shares of common stock at an exercise price of $0.40 per share, for an aggregate purchase price of $400,000\nafter giving effect to a 5% original issue discount. The subscription proceeds of $400,000 were received in June 2026, and the final\ntransaction documents were executed in July 2026 (see Note 13 – Subsequent Events). Consistent with the initial tranche, the proceeds\nwere allocated between the Series A Preferred Stock and the warrants, and the preferred stock was accreted to its redemption value of\n$443,212 as of June 30, 2026.

Holders\nof the Series A Preferred Stock are entitled to an 8% dividend payable in cash or shares of common stock at the holder’s option.\nIn addition, holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on\nan as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and\nif such dividends are paid on shares of the Common Stock. As of June 30, 2026, the accrued dividend was $ 88,508.

Common\nStock Payable – The Company entered into consulting agreements under which it committed to issue shares of common stock for\nservices rendered. As of June 30, 2026, the Company had recorded an aggregate of $258,780 in common stock payable, representing the fair\nvalue of shares committed but not yet issued under various consulting, employment settlement, and contractual settlement agreements,\nas further described below.

The\nCompany entered the following consulting agreements:

\n \n \n \n \n \n \n \n \n

	●	Under\n the first agreement, 30,000 shares were committed with a total fair value of $60,000. These shares were issued on March 24, 2026\n as a settlement of stock payable in the amount of $60,000. Under the second agreement, 300,000 shares were committed with a total\n fair value of $258,780. As of June 30, 2026, all 300,000 shares were payable and the full fair value has been recognized as common\n stock payable.
	●	On\n September 4, 2025, the Company entered into an employment agreement with Mr. Tyler Moore, who served as the Company’s Chief\n Financial Officer until his resignation on January 5, 2026. Following his resignation, disputes arose between the parties regarding\n Mr. Moore’s equity compensation entitlement under the employment agreement. On May 1, 2026, the Company entered into a settlement\n agreement with Tyler Moore. The settlement agreement resolves disputes regarding Tyler Moore’s equity compensation under the\n employment agreement. Pursuant to the settlement agreement, the Company agreed to issue to Tyler Moore 150,000 shares of the Company’s\n common stock as equity compensation, and accordingly recognized $186,000 of stock-based compensation, recorded as common stock payable,\n representing the fair value of the shares on the settlement date. The 150,000 settlement shares were issued on May 8, 2026, and the\n related common stock payable of $186,000 was extinguished (see Note 8 – Commitments and Contingencies).

F-35

\n \n \n \n \n \n \n \n \n

	●	On\n April 30, 2026, the Company entered into a Settlement Agreement and General and Mutual Release (the “Settlement Agreement”)\n with D. Boral Capital (“D. Boral”). The Settlement Agreement resolves disputes arising from the Company’s completion\n of a private placement of its Series A Preferred Stock on March 19, 2026, which violated certain lock-up restrictions under the Underwriting\n Agreement dated November 12, 2025, prohibiting the Company from offering any of its securities for sale prior to May 12, 2026. Pursuant\n to the Settlement Agreement, the Company agreed to issue to D. Boral 100,000 shares of the Company’s common stock and to pay\n $100,000 in cash, in full and final satisfaction of any payment, stock issuance, or other compensation that may be owed to D. Boral\n under the Underwriting Agreement or otherwise. In consideration of such issuance and payment, D. Boral irrevocably and unconditionally\n released, acquitted, and forever discharged the Company and its principals from any and all claims, demands, rights, and causes of\n action. Because the shares and cash represent compensation for a contractual breach that occurred on March 19, 2026, the Company\n 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.\n The 100,000 shares were issued on May 4, 2026 and, together with the $100,000 cash payment made on May 6, 2026, the related common\n stock payable of $92,780 was extinguished upon settlement (see Note 8).
	●	On\n December 23, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Genesis One Holdings,\n LLC (“Genesis One” or the “Consultant”) for consulting services to be provided to the Company over a term\n of 90 days. As compensation for such services, the Consultant is entitled to receive 100,000 shares of the Company’s common\n 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\n paid the first monthly cash instalment of $100,000 and recorded the related stock-based compensation and consulting expense. During\n the three months ended March 31, 2026, the Company recognized $200,000 in cash consulting fees, accrued in accounts payable, and\n $235,777 in stock-based compensation representing the fair value of shares earned during the period. As of June 30, 2026, the shares\n had not yet been issued and the corresponding obligation has been recorded as common stock payable.

Warrants\n– In April 2024, the Company issued 2,110,000 warrants to purchase common stock at a price of $3.00 per share, expiring on April\n15, 2029. The warrants are only settled in shares with no cash option and were issued as part of the private placement.

During\nthe year ended December 31, 2025, the Company issued an additional 230,000 warrants in connection with financing arrangements, consisting\nof:

\n \n \n \n \n \n \n \n \n

	●	200,000\n 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\n years. The warrants were valued at $155,154 with a relative fair value of $74,267 recorded as a discount on the convertible note\n and additional paid in capital; and
	●	30,000\n 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.\n The warrants were valued at $10,260 and netted with additional paid in capital as offering costs on the IPO.

In\nconnection with the PIPE Offering on March 19, 2026, the Company issued an aggregate of 9,473,685 warrants to purchase shares of its\ncommon stock. The warrants have an exercise price of $0.40 per share, are exercisable immediately upon issuance, and expire five years\nfrom the date of issuance. The relative fair value allocated to these warrants of $1,525,133 was recorded as additional paid-in capital.\nThe warrants were issued as part of the private placement transaction and are subject to certain beneficial ownership limitations.

On\nMay 29, 2026, in connection with the second tranche of the PIPE Offering, the Company issued an additional 1,052,632 warrants to purchase\nshares of its common stock. The warrants have an exercise price of $0.40 per share, are exercisable immediately upon issuance, and expire\nfive years from the date of issuance. The relative fair value allocated to these warrants of $174,541 was recorded within additional\npaid-in capital.

F-36

As\nof June 30, 2026, the Company had a total of 12,866,317 warrants outstanding, with a weighted average exercise price of $0.89 and an\naggregate intrinsic value of $8,842,106 based on the closing price of the Company’s common stock on June 30, 2026.

The\nfair value of the warrants using the Black-Scholes Model with the following variables:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

●	Stock\n Price - $0.93 - $1.75
●	Exercise\n Price - $0.40 - $4.00
●	Volatility\n – 72.30% - 78.45%
●	Term\n –5 years
●	Risk\n Free Rate of Return – 3.55% - 4.13%

Stock\nOptions – During the year ended December 31, 2025, the Company granted an aggregate of 175,000 stock options to directors.\nThe options have exercise prices ranging from $1.13 to $1.24 per share, with a weighted-average exercise price of approximately $1.19\nper share, and a contractual term of five years.

The\ntotal grant-date fair value of the options issued during 2025 was approximately $103,348. The Company recognized stock-based compensation\nexpense of $52,123 and $23,166 related to these grants during the six and three months ended June 30, 2026, respectively. All option-related\ncompensation cost has been fully recognized, and there was no remaining unamortized compensation expense as of June 30, 2026.

As\nof June 30, 2026, the Company had 175,000 stock options outstanding, with a weighted-average exercise price of approximately $1.19 per\nshare and a weighted-average remaining contractual life of approximately 4.4 years. All 175,000 options outstanding were exercisable\nas of June 30, 2026, with a weighted-average exercise price of approximately $1.19 per share. The options outstanding had no aggregate\nintrinsic value as of June 30, 2026.

The\nfair value of the stock options using the Black-Scholes Model with the following variables. The expected term is calculated using a simplified\nmethod for plain vanilla options:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

The\ntotal grant-date fair value of the RSUs issued during 2025 was approximately $929,529. The Company forfeited a total of 300,000 RSUs\nduring the six months ended June 30, 2026 and recognized stock-based compensation expense of $469,816 and $181,801 related to these RSUs\nduring the six and three months ended June 30, 2026, respectively. The remaining unrecognized compensation expense of approximately $23,290\nwill be recognized over the remaining vesting period. As of June 30, 2026, the Company had 522,592 RSUs outstanding.

Note\n11 – Segment Report

The\nCompany has determined that its CODM is the Chief Executive Officer.

F-37

Substantially\nall of the Company’s operations and long-lived assets are located in the United States.

Because\nthe Company operates in one reportable segment, consolidated net revenues, operating loss, net loss, and total assets as presented in\nthe condensed consolidated financial statements represent segment results.

Schedule of Reportable Segment

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Six Months ended June 30,\n 2026			For the Six Months ended June 30,\n 2025
Gross profit	$	-			$	1,656
Less:
Professional fees		730,627				142,945
Payroll expense		1,514,886				856,147
Selling, general and administrative expenses		114,723				51,490
Interest expense, net		287,028				427
Depreciation and amortization		-				150,000
Other income		(62	)			-
Segment net loss		(2,647,202	)			(1,199,353	)
Reconciliation of profit or loss		-				-
Adjustments and reconciling items		-				-
Consolidated net loss	$	(2,647,202	)		$	(1,199,353	)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Three Months ended \nJune 30, 2026			For the Three Months ended \nJune 30, 2025
Gross profit	$	-			$	865
Less:
Professional fees		198,364				75,003
Payroll expense		414,186				489,114
Selling, general and administrative expenses		26,187				21,331
Interest expense, net		39				-
Depreciation and amortization		-				75,000
Other (income) loss		(50	)			1,000
Segment net loss		(638,726	)			(660,583	)
Reconciliation of profit or loss		-				-
Adjustments and reconciling items		-				-
Consolidated net loss	$	(638,726	)		$	(660,583	)

Note\n12 – Income Taxes

As\nof June 30, 2026 and December 31, 2025, the Company has not recorded any uncertain tax positions in the accompanying financial statements.

F-38

The\neffective U.S. federal corporate income tax rate for the six months ended June 30, 2026 and the year ended December 31, 2025 was 21%.

As\nof June 30, 2026, the Company had net operating loss carryforwards of approximately $8,614,368, compared to $7,141,162 as of December\n31, 2025. These net operating losses may be carried forward indefinitely; however, their utilization may be subject to limitations under\nSection 382 of the Internal Revenue Code due to ownership changes and stock issuances.

The\nsignificant components of the Company’s deferred tax assets were as follows:

Schedule\nof Deferred Tax Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026			December 31, 2025
Deferred Tax Asset	$	1,809,017			$	1,499,644
Valuation Allowance		(1,809,017	)			(1,499,644	)
Net Deferred Tax Asset	$	-			$	-

As\nof June 30, 2026, the Company recorded a deferred tax asset of $1,809,017 primarily related to federal net operating loss carryforwards.\nDue to the Company’s cumulative losses and the lack of sufficient positive evidence to support realization, management determined\nthat it is more likely than not that the deferred tax asset will not be realized. Accordingly, a full valuation allowance of $1,809,017\nhas been recorded as of June 30, 2026.

As\nof December 31, 2025, the Company recorded a full valuation allowance of $1,499,644 against its deferred tax assets.

The\nCompany recorded no provision for income taxes for the six months ended June 30, 2026 and 2025 due to operating losses and the establishment\nof a full valuation allowance against its deferred tax assets.

Note\n13 - Subsequent Events

The\nCompany evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed\nconsolidated financial statements were available to be issued. As a result of this evaluation, the following material subsequent events\nwere identified that required disclosure in the unaudited condensed consolidated financial statements:

Special\nMeeting of Stockholders

On\nJuly 9, 2026, the Company held a Special Meeting of Stockholders at which stockholders approved (i) the Additional Investment Right under\nthe PIPE Offering, (ii) the issuance of shares of common stock upon conversion of the Series A Preferred Stock and exercise of the related\nwarrants in excess of 19.99% of the shares outstanding prior to the PIPE Offering, and (iii) an increase in the number of authorized\nshares of common stock from 100,000,000 to 500,000,000.

Amendment\nto Certificate of Designation and Completion of Second PIPE Tranche

On\nJuly 10, 2026, the Company filed an amendment to the Certificate of Designation for the Series A Preferred Stock with the Secretary of\nState of the State of Nevada, increasing the number of designated Series A shares from 4,000 to 4,500. Also on July 10, 2026, the Company\nand the investor executed the final transaction documents for the second tranche of the PIPE Offering described in Note 10, covering\nthe 444 shares of Series A Preferred Stock and 1,052,632 warrants for which subscription proceeds of $400,000 were received in June 2026.

Share\nRedemption Agreement with Related Party

As\ncontemplated by the use-of-proceeds provisions of the Securities Purchase Agreement governing the PIPE Offering described in Note 10,\nthe Company was required to apply approximately $150,000 of the proceeds to retire 150,000 shares of common stock held by insiders. The\nCompany advanced the $150,000 prior to June 30, 2026, and the amount has been recorded as a reduction of stockholders’ equity as\nof June 30, 2026 (see Note 10).

On\nJuly 10, 2026, the Company entered into a share redemption agreement with BK Investments, an entity affiliated with Mr. Brian John, the\nCompany’s Interim Chief Financial Officer, providing for the repurchase and retirement of the 150,000 shares for aggregate consideration\nof $150,000. On July 16, 2026, the repurchase was completed and the 150,000 shares were cancelled and retired. The par value of\nthe cancelled shares was reclassified within stockholders’ equity. No further charge to stockholders’ equity was recognized\nupon closing, as the consideration had been recorded in the period the advance was made.

Issuance of Shares Upon Vesting of Restricted Stock\nUnits

On July 13, 2026, the Company issued an aggregate\nof 476,720 shares of common stock upon the vesting and settlement of previously granted restricted stock units including, 126,720 shares\nissued to Dr. Glynn Wilson, the Company’s Chief Executive Officer.

Conversion of Series A Preferred Stock

Subsequent to June 30, 2026, the holder\nof the Company’s Series A Preferred Stock converted portions of its Series A Preferred Stock into shares of the Company’s\ncommon stock in accordance with the terms of the Series A Preferred Stock described in Note 10. In connection with such conversions,\nthe Company issued 300,000 shares of common stock on July 16, 2026, 450,000 shares on July 28, 2026, 150,000 shares on July 31, 2026,\nand 50,000 shares on August 6, 2026, for an aggregate of 950,000 shares of common stock.

Nasdaq\nListing Update

On\nJuly 17, 2026, the Company received a delisting determination from the Nasdaq Listing Qualifications Department relating to the previously\ndisclosed stockholders’ equity deficiency. The Company requested a hearing before a Nasdaq Hearings Panel, which stayed any suspension or delisting action pending the hearing, which hearing is scheduled for August 25, 2026. There can be no assurance that the Company will regain compliance with the\napplicable listing requirements.

F-39

$\"\"$

CARING\nBRANDS, INC.

24,513,943\nShares of Common Stock

PRELIMINARY\nPROSPECTUS

,\n2026

PART\nII

INFORMATION\nNOT REQUIRED IN PROSPECTUS

Item\n13. Other Expenses of Issuance and Distribution.

Except\nfor SEC registration fee, the following table sets forth the estimated costs and expenses to be borne by the registrant in connection\nwith the offerings described in this registration statement.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

SEC registration fee	$	2,303.04
Legal fees and expenses	$	40,000.00
Accounting fees and expenses	$	3,500.00
Miscellaneous	$	4,196.96
Total	$	50,000.00

Item\n14. Indemnification of Directors and Officers.

Neither\nour Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under\nthe Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides that a corporation shall indemnify any director, officer,\nemployee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection\nwith any defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise\nin defense of any action, suit or proceeding referred to in Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter\ntherein.

NRS\n78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,\npending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in\nthe right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is\nor was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint\nventure, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement\nactually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138;\nor (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,\nand, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS\nSection 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to\nany threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason\nof the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation\nas a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,\nincluding amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense\nor settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which\nhe reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim,\nissue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there\nfrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court\nin which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the\ncircumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS\nSection 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually\nliable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court\nas a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

Insofar\nas indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us\npursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities\n(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant\nin the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection\nwith the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent,\nsubmit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby\nin the Securities Act and we will be governed by the final adjudication of such issue.

Item\n15. Recent Sales of Unregistered Securities.

Between\nApril to June 2024, Caring Brands Florida entered into separate securities purchase agreements (the “SPAs”) with various\naccredited investors for the private placement of units (the “Purchasers”) at a price per unit of $1.00, consisting of one\nshare of common stock and a warrant to purchase one share of common stock. Pursuant to the SPAs Caring Brands Florida received gross\nproceeds of $2,110,000 from the private placement of units. Subsequently Caring Brands Florida issued an aggregate of 2,110,000 shares\nof common stock and warrants to purchase up to 2,110,000 shares of common stock at an exercise price of $3.00 per share, which warrants\nexpire on April 15, 2029. Following the execution of the Separation and Exchange Agreement, the shares and warrants issued to the bridge\ninvestors by Caring Brands Florida were exchanged for corresponding shares and warrants of the Company. We used the net proceeds of the\nBridge Financing to fund our continuing working capital and capital expenditure requirements in connection with the historical bridge\nfinancing. D. Boral served as the lead placement agent for the Bridge Financing. D. Boral received fees and reimbursement of expenses\nin an aggregate amount of $211,000.

II-1

On\nMay 14, 2024, the Company issued 7,600,000 shares to certain of its insiders and founding stockholders, pursuant to a subscription agreement\ndated March 15, 2024, at a purchase price of $0.001 per share of Common Stock. The form of subscription agreement is included as Exhibit\n10.1 of this registration statement and prospectus.

On\nJanuary 31, 2025, the Company issued 100,000 shares to Layali Z Abujoudeh, pursuant to an advisory agreement dated January 28, 2025.

On\nMarch 4, 2025, the Company issued 125,000 shares to NexGenAI Solutions Group, Inc. pursuant to a master services agreement dated February\n25, 2025.

On\nApril 23, 2025, the Company issued 1,925 shares to various investors, pursuant to securities purchase agreements entered into with such\ninvestors, at a purchase price of $4 per share. The form of securities purchase agreement is included as Exhibit 10.13 of this registration\nstatement and prospectus.

On\nSeptember 24, 2024, we entered into the Separation and Exchange Agreement with Safety Shot to govern the separation of our business from\nSafety Shot. Pursuant to the Separation and Exchange Agreement the CB Business was contributed to us and all expenses related thereto\nare now our responsibility, and in exchange Safety Shot was transferred to us all of the issued and outstanding ordinary shares of Caring\nBrands Florida owned by Safety Shot. In conjunction to the Business Transfer and pursuant to the Separation and Exchange Agreement, Safety\nShot transferred all the intellectual property to the Company.

On\nSeptember 5, 2025, the Company issued 200,000 shares of our common stock to Genesis One Holdings, LLC pursuant to a consulting agreement\ndated June 20, 2025, and 200,000 shares of our common stock to Greentree Financial Group, Inc. pursuant to a service agreement dated\nAugust 4, 2025.

On\nMarch 19, 2026, the Company completed a PIPE with one accredited investor, selling 3,789.474 shares of Series A Convertible Preferred\nStock (stated value $1,000 per share; purchase price $950 per share after a 5% original issue discount) for aggregate gross proceeds\nof approximately $3.6 million. In connection with the PIPE, the Company also issued warrants to purchase up to 9,473,685 shares of common\nstock at an exercise price of $0.40 per share (exercisable immediately; five-year term), and the preferred is convertible into common\nstock at a conversion price of $0.40 per share; the securities were unregistered and sold only to an accredited investor pursuant to\nan available exemption, and the Company entered into registration rights covering resale of the underlying shares; that historical Series\nA financing is separate from the Series B shares registered here.

The\nsecond Series A financing tranche generated $400,000 of subscription proceeds received in June 2026. On July 10, 2026, the Company executed\nthe final Securities Purchase Agreement with one accredited investor and issued Series A Preferred Stock and warrants to purchase 1,052,632\ncommon shares at an initial exercise price of $0.40 per share. The warrants are immediately exercisable, subject to their terms, and\nhave a five-year term. The issuance relied on Section 4(a)(2) of the Securities Act. The Company agreed to register resale of the underlying\ncommon shares. Of the proceeds, $150,000 was applied to the BK Investments share repurchase described under “Certain Relationships\nand Related Person Transactions,” with the remainder for general corporate and working capital purposes.

Under\nthe Securities Purchase Agreement dated August 21, 2026, the Company completed an initial closing on September 1, 2026, issuing 4,600\nSeries B Preferred Stock shares, Series A Warrants for 4,600,000 common shares and Series B Warrants for 4,600,000 common shares, for\n$4,600,000 in gross proceeds. At the subsequent closing on September 11, 2026, it issued 2,549.9 preferred shares and Warrants for 2,549,900\ncommon shares in each series, for $2,549,900 in gross proceeds. Aggregate issuances reported in the two closing 8-Ks were 7,149.9 preferred\nshares and Warrants for 7,149,900 common shares in each series, for $7,149,900 in gross proceeds before offering expenses. The preferred\nshares were purchased at $1,000 each. The closing reports state that the respective preferred issuances were initially convertible into\n6,571,428 and 3,642,714 common shares at $0.70, totaling 10,214,142 before dividends and adjustments. Initial Warrant exercise prices\nwere $0.825 and $0.95, subject to adjustment. All purchasers were parties to the August 21 agreement and represented that they were accredited\ninvestors. The issuances relied on Section 4(a)(2) and Rule 506(b). Registration rights cover resale of the underlying common shares.\nCurrent outstanding Series B Preferred Stock is 7,149 shares and current Warrant entitlements cover 7,149,900 shares in each series\nbefore adjustments. The October 9, 2026 Letter Agreement and Consent provides for the $0.266 floor amendments, operative upon the conditions\ndescribed under “Series B Private Placement”; we filed the implementing Series B certificate amendment on October 21, 2026,\nand is deemed effective September 30, 2026 between the parties.

II-2

The\nsecurities described above were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities\nAct or Rule 506 of Regulation D promulgated under the Securities Act. Each investor acquired such securities for investment purposes\nwithout a view to distribution and had access to information concerning us and our business prospects, as required by the Securities\nAct. In addition, there was no general solicitation or advertising for the purchase of our securities. Our securities were sold only\nto accredited investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough\ndiscussion. Each certificate contained a restrictive legend as required by the Securities Act. Finally, our stock transfer agent has\nbeen instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with\nrespect to their transfer.

Item\n16. Exhibits and Financial Statement Schedules.

\n \n \n \n \n

(a)

Exhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit\n No.		Exhibit\n Description
1.1		Underwriting Agreement, dated November 12, 2025, by and between the Company and D. Boral Capital LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on November 17, 2025).
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
3.3		Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
3.4		Second Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
3.5		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).
3.6		Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed August 25, 2026).
3.7		Certificate of Designation of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed August 25, 2026).
3.8		\n Certificate of Amendment to the Certificate of Designation of Series B Convertible Preferred Stock of Caring Brands, Inc., filed\n with the Nevada Secretary of State on October 21, 2026. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K\n filed October 22, 2026)
3.9		\nCertificate of Amendment to the Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock of Caring\nBrands, Inc., filed with the Nevada Secretary of State on October 16, 2026 (incorporated by reference to Exhibit 3.1 to the Current Report\non Form 8-K filed October 22, 2026)
4.1		Form of Common Stock Purchase Warrant (included as Exhibit A to the Bridge Financing - Form of Securities Purchase Agreement at Exhibit 10.10, and incorporated by reference herein) (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
4.2		Form of Underwriter Warrant (included as Exhibit A to the Underwriting Agreement at Exhibit 1.1, and incorporated by reference herein) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 17, 2025).
4.3		Common Stock Purchase Warrant dated August 6, 2025 issued to Greentree Financial Group Inc. (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
4.4		Common Stock Purchase Warrant A (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on March 24, 2026).
4.5		Form of Series A Common Stock Purchase Warrant issued in the Series B Private Placement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 25, 2026).
4.6		Form of Series B Common Stock Purchase Warrant issued in the Series B Private Placement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed August 25, 2026).

II-3

4.7*		Amendment to the Series B Private Placement Warrants (included as Exhibit B to the Letter Agreement and Consent filed as Exhibit 10.30).
4.8		Common Stock Purchase Warrant issued in the second Series A financing tranche (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 16, 2026).
5.1*		Opinion of Sichenzia Ross Ference Carmel LLP
10.1		Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.2		Amended and Restated Research Collaboration and Non-Exclusive License Agreement dated July 22, 2024, by and between the Company and NovoDX Corporation (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.3		Employment Agreement with Dr. Glynn Wilson, dated April 1, 2024 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.4		Employment Agreement with Brian John, dated April 1, 2024 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.5		2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.6		Form of Separation and Exchange Agreement dated September 24, 2024, by and between the Company and Safety Shot (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.7		Cosmofix and San Pellegrino Cosmetics License Agreement (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.8		Taisho License Agreement (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.9		Manufacturing agreement with Sanpellegrino Cosmetics Pvt. Ltd. (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.10		Bridge Financing – Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.11		Lease (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.12		Sales Agent Agreement (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.13		Form of Securities Purchase Agreement (April 2025 issuance). (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.14		Consulting Agreement dated July 15, 2025 by and between the Company and Tyler Moore (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.15		Consulting Agreement dated June 20, 2025 by and between the Company and Genesis One Holdings, LLC (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.16		Letter Agreement dated August 15, 2025, by and between the Company and Corporate Profile LLC (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.17		Loan Agreement dated August 6, 2025, by and between the Company and Greentree Financial Group Inc. (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.18		Convertible Promissory Note dated August 6, 2025, issued by the Company to Greentree Financial Group Inc. (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.19		Service Agreement dated August 4, 2025, by and between the Company and Greentree Financial Group, Inc. (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.20		Loan Agreement dated July 24, 2025, by and between the Company and Brian John. (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).

II-4

10.21		Loan Agreement dated June 5, 2025, by and between the Company and Glynn Wilson. (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.22		Employment Agreement with Tyler Moore, dated September 4, 2025 (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.23		Amendment No. 1 dated September 19, 2025, to the Separation and Exchange Agreement dated September 24, 2024 (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
10.24		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).
10.25		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).
10.26		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).
10.27		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).
10.28		Securities Purchase Agreement dated August 21, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 25, 2026).
10.29		Registration Rights Agreement dated August 21, 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed August 25, 2026).
10.30*		Letter Agreement and Consent dated October 9, 2026 regarding the Series B and PIPE Warrant Floor Price Amendments, including Exhibits A and B and executed counterparts.
10.31		Consulting Services Agreement with Myall Luna Ventures Inc., effective September 2, 2026 (incorporated by reference to Exhibit 3.1 as listed in the exhibit index to the Current Report on Form 8-K filed September 10, 2026).
10.32		First Amendment to Consulting Services Agreement with Myall Luna Ventures Inc., dated September 18, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 22, 2026).
10.33		Securities Purchase Agreement dated July 10, 2026 between the Company and the purchaser (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 16, 2026).
10.34		Share Redemption Agreement dated July 10, 2026 between the Company and BK Investments LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed July 16, 2026).
14.1		Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
14.2		Corporate Governance Guidelines (incorporated by reference to Exhibit 14.2 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
19.1		Insider Trading Policy (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
21		List of Subsidiaries (incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K filed with the SEC on March 31, 2026)
23.1*		Consent of M&K CPAs
23.2*		Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
97.1		Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the SEC on March 31, 2026)
99.1		Audit Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
99.2		Nomination and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
99.3		Compensation Committee Charter (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-1 filed with the SEC on October 10, 2025).
107*		Calculation of Filing Fee Tables.

*\nFiled herewith

(b)\nFinancial Statement Schedules.

All\nfinancial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the\nconsolidated financial statements or the notes thereto.

II-5

Item\n17. Undertakings.

The\nundersigned registrant hereby undertakes:

\n \n \n \n

(1)	to file, during any period\n in which offers or sales are being made, a post-effective amendment to this registration statement:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(i)	to include any prospectus\n required by Section 10(a)(3) of the Securities Act of 1933;

	(ii)	to reflect in the prospectus\n any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)\n which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.\n Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities\n offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering\n range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes\n in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation\n of Registration Fee” table in the effective registration statement; and

	(iii)	to include any material\n information with respect to the plan of distribution not previously disclosed in the registration statement or any material change\n to such information in the registration statement;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(2)	that,\n for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed\n to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall\n be deemed to be the initial bona fide offering thereof;

	(3)	to\n remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the\n termination of the offering;

	(4)	that,\n for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule\n 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other\n than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of\n the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus\n that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration\n statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior\n to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the\n registration statement or made in any such document immediately prior to such date of first use; and

	(5)	that,\n for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution\n of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant\n to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities\n are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller\n to the purchaser and will be considered to offer or sell such securities to such purchaser:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(a)	any\n preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule\n 424;

	(b)	any\n free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by\n the undersigned registrant;

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(c)	the\n portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant\n or its securities provided by or on behalf of the undersigned registrant; and

	(d)	any\n other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar\nas indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling\npersons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of\nthe Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and\nis, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant\nof expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action,\nsuit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered,\nthe registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of\nappropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act\nof 1933 and will be governed by the final adjudication of such issue.

II-6

SIGNATURES

Pursuant\nto the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed\non its behalf by the undersigned, thereunto duly authorized in Fort Pierce, State of Florida, on October 27, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Caring Brands, Inc.

Dated:\n October 27, 2026	By:	/s/\n Glynn Wilson
	Name:	Dr. Glynn Wilson
	Title:	Chairman and Chief Executive Officer

Each\nperson whose signature appears below constitutes and appoints Dr. Glynn Wilson, as his true and lawful attorney in fact and agent, with\nfull powers of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or\nall amendments (including post effective amendments) to the Registration Statement, and to sign any registration statement for the same\noffering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act\nof 1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in\nconnection therewith, with the SEC, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do\nand perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes\nas he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, each acting alone,\nor his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant\nto the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in\nthe capacities and on the dates indicated below:

Signature	Title	Date

/s/\n Glynn Wilson	Chairman and Chief Executive Officer	October 27,\n 2026
Dr. Glynn Wilson	(Principal Executive Officer)

/s/\n Brian Meadows	Chief Financial Officer and Director	October 27,\n 2026
Brian R. Meadows	(Principal Financial Officer and Principal Accounting\n Officer)

/s/\n Hector Alila	Director	October 27,\n 2026
Dr. Hector Alila

/s/\n Christopher Galeta	Director	October 27,\n 2026
Christopher Galeta

/s/\n Christopher Melton	Director	October 27,\n 2026
Christopher Melton

II-7

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