CABR · Caring Brands, Inc.

Summary

Caring Brands, Inc. entered a Securities Purchase Agreement for a $3.6 million PIPE offering of 3,789.74 shares of Series A Convertible Preferred Stock (conversion price $0.40) and warrants for 9,473,685 common shares (exercise price $0.40), sold unregistered to one accredited investor. Net proceeds will primarily retire 6.25 million insider-held common shares, reducing outstanding common stock from 14,761,925 to 8,511,925 shares.

Key takeaways

• PIPE closed March 19, 2026: 3,789.74 Series A Pref shares at $950 each (5% OID, stated value $1,000), gross proceeds $3.6M
• Issued 9,473,685 warrants exercisable immediately at $0.40/share, 5-year term, 4.99% beneficial ownership cap
• Use of proceeds: $3.075M to redeem 6.25M common shares from insiders (Dr. Glynn Wilson: 1.5M; Brnan John: 1.25M; NovoDX: 3.5M)
• Redemption reduces common shares outstanding from 14,761,925 to 8,511,925
• Purchaser right for additional $4M investment (AIR) at adjusted pricing (90% of 5-day VWAP low or prior lowest price)
• Filed Certificate of Designation March 18, 2026; 8% dividend on Series A Pref