Caring Brands, Inc.

Note 1—Organization and Business Operations

Caring Brands, Inc. (the “Company”) is a Nevada corporation and was incorporated on April 24, 2024. On September 24, 2024, the Company entered into a separation and exchange agreement (the “Separation and Exchange Agreement”) with Safety Shot, Inc. (“Shot”) pursuant to which, Shot exchanged its right, title and interest in and to Caring Brands, Inc., a Florida corporation (“CB FL”), free and clear of all liens and encumbrances, and in exchange thereof, the Company accepted and agreed to assume all obligations of CB FL (see note 2 – Basis of Presentation and note 8 – Acquisition of Caring Brands, Inc. a Florida corporation). The Company’s principal business is the over-the-counter and prescription-grade health and wellness products.

Going Concern Consideration

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company was recently formed and has no operations, however the Company recently became listed on the NASDAQ in order to raise additional capital. There is no assurance that the Company will have sufficient resources to execute its business which has raised doubt about the Company’s ability to continue as a going concern as noted by our auditors, M&K CPAS, PLLC in their opinion on the December 31, 2024 financial statements.

Note 2—Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company, these interim financial statements contain all adjustments, including normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025 and December 31, 2024, its results of operations for the three and nine months ended September 30, 2025 and 2024 and stockholders’ equity for the nine months ended September 30, 2025 and 2024 and its cash flows for the nine months ended September 30, 2025 and 2024. All intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Registration Statement on Form S-1 for the year ended December 31, 2024 (the “Annual Report”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.

Emerging Growth Company Status

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

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

Use of estimates

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

Cash and Cash Equivalents

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

Inventory

Inventories will be stated at the lower of cost or market. The Company will periodically review the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting.

Net Loss Per Share of Common Stock

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

Fair Value of Financial Instruments

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

Revenue Recognition

The Company will generate its revenue from the sale of its products directly to the end user (the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements; 1) identify the contract with a customers, 2) identify the performance obligations in the contract, 3) determine the transactions price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as the performance obligations are satisfied.

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

As of September 30, 2025, the Company had no material contract assets, contract liabilities or deferred contract costs recorded on its unaudited condensed consolidated balance sheet.

Accounts Receivable and Credit Risk

Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance, if applicable, for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions.

Equity Investments

Equity investments, including our investment in NovoDX common stock, are recorded at cost and the carrying value is adjusted to fair market value for each reporting period.

Intellectual Property

Intellectual property, including license agreements, are recorded at cost and amortized over the life of the License using the straight-line method. We evaluate Intellectual Property for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. The Company’s intellectual property is still in the early stages and there were no indicators of impairment that the company considered significant or to require testing at this time.

Research and Development

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

Research and development costs were $0 and $39,558 for the nine-month period ended September 30, 2025 (Successor) and the combined nine-month period ended September 30, 2024 (Predecessor and Successor), respectively. Research and development costs for the Predecessor period from January 1, 2024 through September 24, 2024 were $39,558, and for the Successor period from September 25, 2024 through September 30, 2024 were $0.

Stock based compensation

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

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

Segment Reporting

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

Income Taxes

Prior to the separation of the Company from its then parent (see Note – 8), the Company was included as a wholly-owned subsidiary of Safety Shot, Inc., and as such, the Company followed the guidance under ASC 740-10-30-27 to account for income taxes using the separate return approach. The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken 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 be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company incurred losses of $2,218,121 and $1,083,546 for the nine-month period ended September 30, 2025 (Successor) and the combined nine-month period ended September 30, 2024 (Predecessor and Successor), respectively. Net loss for the Predecessor period from January 1, 2024 through September 24, 2024 was$654,640, and for the Successor period from September 25, 2024 through September 30, 2024 was $428,906. Using a 21% tax rate at the balance sheet date, the Company’s deferred tax asset as of September 30, 2025 and December 31, 2024 would be $647,029 and $181,186 respectively with a valuation allowance of $647,029 and $181,186.

Related parties

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

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

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. See Note 4 – Intangible Assets, Note 5 – Investment in NovoDX, a Related Party, Note 9 – Acquisition of Caring Brands, Inc., a Florida Corporation – by a Related Party and Note 7 – Debt.

The related 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 of NovoDX Corporation. Additionally, NovoDX is a related party due to the shares of the Company’s common stock it holds as a result of the shares issued in connection with the License Agreement described in Note 4.

Recent accounting pronouncements

New accounting pronouncements issued but not yet adopted

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

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

Note 3—Cash

As of September 30, 2025 and December 31, 2024, the Company had a cash balance of $16,123 and $468,998 respectively.

Note 4—Intangible assets

On June 18, 2024, the Successor entered into a License Agreement with NovoDX Corporation, a related party, to license the NovoDX’s GoldNTM Ebola Rapid Diagnostic Test to market and sell the Licensed Product within the commercial field, which was Amended and Restated on July 22, 2024. In consideration for the License, the Successor issued 3,000,000 shares of its restricted common stock to NovoDX. The shares were issued at $1.00 per share, the same price as the private placement offering and are being amortized over a 10-year period.

As of September 30, 2025 the Company had the following intangible asset balances:

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

Amortization expense was $225,000 and $6,849 for the nine-month period ended September 30, 2025 (Successor) and the combined nine-month period ended September 30, 2024 (Predecessor and Successor), respectively. Amortization expense for the Predecessor period from January 1, 2024 through September 24, 2024 was $0, and for the Successor period from September 25, 2024 through September 30, 2024 was$6,849. The estimated future amortization expense related to finite-lived intangible assets, assumingno impairment as of September 30, 2025 is as follows:

Note 5—Investment in NovoDX, a Related Party

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

Note 6—Accrued expenses and other current liabilities

Accrued expenses and other current liabilities as of September 30, 2025 and December 31, 2024 consisted of the following:

Note 7—Debt

The Company’s outstanding debt as of September 30, 2025 consisted of the following:

As of December 31, 2024 the Company did not have any outstanding debt.

Term Loan

On August 6, 2025, the Company entered into a convertible promissory note for the amount of $200,000 with Greentree Financial Group, Inc (“Greentree Promissory Note”). The Greentree Promissory Note has an annual interest rate of 10% and the Greentree Promissory Note can be drawn in up to four tranches with the maturity date being five years from the date the respective tranche was drawn. The term of the agreement allows Greentree Financial Group, Inc. to convert all outstanding note balances, plus any outstanding interest charges 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, whichever 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 of common stock. The common stock was issued to Greentree Financial Group, Inc. as of the date of the contract, with a fair value of $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 an exercise price of $4.00 per share. The warrants issued under the Greentree Promissory Note expire on August 6, 2030. As of September 30, 2025, we have drawn $120,000 on the Greentree Promissory Note to pay for working capital needs of the business and the shares of common stock have not been issued. The Company drew two $60,000 tranches on the Greentree Promissory Note on August 13, 2025 and September 12, 2025 respectively. The maturity dates for these tranches are August 12, 2030 and September 11, 2030. Included in the issuance of this debt were discounts related to stock issued with a fair market value of $43,750 and an original issue discount of $22,000. The warrants had a fair value of $136,345 with $54,240 being recorded as debt issuance costs, $14,663 recorded as a non-cash loss on issuance of debt, and the remainder was not recorded due to limitations on the debt facility amount.

Related Party Notes Payable

On June 5, 2025, we entered into a short-term loan agreement with our CEO, Dr. Glynn Wilson, to provide short-term working capital funding to the business. The loan is for an aggregate of $50,000, due on November 5, 2025 and carries an 8% interest rate. On July 24, 2025, we entered into a short-term loan agreement with our Chairman of the Board, Mr. Brian John, to provide short-term working capital funding to the business. The loan is for an aggregate of $25,000, due on December 24, 2025 and carries an 8% interest rate.

Loan with Safety Shot, a Related Party

On July 18, 2025, Safety Shot, a related party of the Company and a significant shareholder, paid operating expenses on behalf of the Company in an amount of $54,405. These advances are non-interest bearing, unsecured, and have no stated repayment terms. The amounts are included within related party loan payables within current liabilities on the accompanying condensed balance sheets. The Company intends to reimburse the shareholder as cash flows permit.

Note 8—Commitments and contingencies

Legal contingencies

The Successor may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. The Company is not currently aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position.

Note 9—Acquisition of Caring Brands, Inc., a Florida Corporation – a Related Party

On September 24, 2024, the Successor entered into a separation and exchange agreement (the “Separation and Exchange Agreement”) with Safety Shot, Inc., a related part, (“Shot”) pursuant to which, Shot exchanged its right, title and interest in and to Caring Brands, Inc., a Florida corporation (the “Predecessor”), free and clear of all liens and encumbrances, and in exchange thereof, the Successor paid no cash or other asset consideration; however, the Successor agreed to assume all future obligations of the Predecessor. The separation has been accounted for as a related party transaction in which the assets and liabilities are recorded at their respective historical value. The assets and liabilities assumed in the transaction are as follows:

The following unaudited pro forma statement of operations for the year ended December 31, 2024, reflects the separation pursuant to the Separation Agreement, as if it occurred on January 1, 2024.

Note 10—Net income per share

The Company computes basic net income per share using the weighted-average number of shares of common stock outstanding. Diluted net income per share amounts are calculated using the treasury stock method for equity-based compensation awards. In all periods presented, the Company has not issued any share based compensation to employees and therefore does not have any related dilution. Further, any shares issued as well as warrants would be considered anti-dilutive and therefore have been excluded from the calculation. The following is a reconciliation of the numerator and denominator in the basic and diluted net income per common share computations for the Successor entity:

Note 11—Capital structure

Common Stock – The Successor has 100,000,000 shares of Common Stock, par value $0.001 authorized and has issued 13,736,925 shares of its common stock as of September 30, 2025. The changes to equity in the current period include:

Preferred Stock – The Successor has 1,000,000 shares of preferred stock, par value $0.001 authorized and has issuedno preferred shares.

Common Stock Payable – The Successor committed 25,000 shares as of September 30, 2025 with a fair value of $1.75 per share, or $43,750 in connection with the issuance of the long term debt.

Warrants – 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 15, 2029. The warrants are only settled in shares with no cash option and were issued as part of the private placement. In August 2025, the Company issued 200,000 warrants in connection with the issuance of debt with an exercise price of $4.00 per share. The fair value of these warrants was $136,345, however due to limitations of the size of the debt facility, only $68,913 was recorded to additional paid in capital.

Note 12—Subsequent events

In accordance with ASC Topic 855-10, the Company has analyzed its operations through November 14, 2025, which is the date these financial statements were available to be issued.

On October 15, 2025, the Company drew the remaining $80,000 under the Greentree Promissory Note. The note has a stated interest rate of 10% and matures on October 14, 2030. All other terms of the tranche are the same as the first two tranches described in Note 7-Debt.