Caring Brands, Inc.
For the period ended Mar 31, 2026. Filed May 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 12, 2026
CABR$1.02+36.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023541
Item 2. Management’s discussion and analysis of financial condition and results of operationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001493152-26-022506
Item 2. Management’s discussion and analysis of financial condition and results of operationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 42 previous paragraphs and 48 current paragraphs.
10 unchanged; 2 reworded; 36 added; 30 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (36)
Current report
The following discussion of our financial condition and results of operations should be read in conjunction with the other information contained in this Form 10-Q, including our unaudited Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q, as well as our audited Consolidated Financial Statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Form 10-K”), filed with the SEC. This discussion, as well as various other sections of this Form 10-Q, contain and refer to statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are any statements other than those of historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. These risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors,” and elsewhere in our Form 10-K, Part I, “Item 1A. Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and those described from time to time in other reports filed with the SEC. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors. For more information, see “Cautionary Statement Regarding Forward-Looking Information” in our Form 10-K.
Current report
*Due to the anti-dilutive effect, the computation of basic and diluted EPS did not include the shares underlying the exercise of warrants, options, RSUs and Series A preferred stock as the Company had a net loss for the three months ended March 31, 2026 and 2025.
Current report
Revenue and Cost of revenue
Current report
The Company generated no revenue for the three months ended March 31, 2026, compared to revenue of $1,469 for the three months ended March 31, 2025. Cost of revenue was $0 for the three months ended March 31, 2026, compared to $678 for the three months ended March 31, 2025. The Company’s revenue and cost of revenue in the prior year period were inconsequential and reflected early-stage product activity. The Company is still in the process of developing and commercializing its products and has not yet generated meaningful commercial revenue.
Current report
Operating expenses
Current report
Total operating expenses for the three months ended March 31, 2026 were $1,721,499 , compared to $540,134 for the three months ended March 31, 2025. The increase of $1,181,365 , or approximately 219%, was primarily attributable to payroll expenses and professional service fees.
Current report
Selling, general and administrative expenses were $88,536 for the three months ended March 31, 2026, compared to $30,159 for the three months ended March 31, 2025. The increase of $58,377 reflects higher corporate overhead costs, including public company compliance, insurance, and administrative expenses. Payroll expenses were 1,100,700 for the three months ended March 31, 2026, compared to $367,033 for the three months ended March 31, 2025. The increase of $733,667 , or approximately 200%, reflects the expansion of management and operational personnel necessary to support commercialization efforts and public company reporting requirements, including stock-based compensation for consulting and advisory services in connection with the Genesis agreement. Professional service fees totalled $532,263 for the three months ended March 31, 2026, compared to $67,942 for the three months ended March 31, 2025. The increase of $464,321 , or approximately 683%, was primarily attributable to higher legal, accounting, consulting, and audit fees incurred in connection with capital markets activities, including the issuance of the Series A Convertible Redeemable Preferred Stock, consulting and advisory services in connection with the Genesis agreement, and ongoing public company compliance obligations. Depreciation and amortization expense was $0 for the three months ended March 31, 2026, compared to $75,000 for the three months ended March 31, 2025. The decrease is attributable to the full impairment of the Company’s intellectual property license recorded during the year ended December 31, 2025, resulting in no remaining amortizable balance in the current period.
Current report
No impairment charges were recorded during the three months ended March 31, 2026 or March 31, 2025.
Current report
As a result of the foregoing, the Company reported an operating loss of $1,721,499 for the three months ended March 31, 2026, compared to an operating loss of $539,343 for the three months ended March 31, 2025. The increase in operating loss of $1,182,156 , or approximately 219%, was primarily driven by higher payroll, stock-based compensation for consulting services, and professional service fees, partially offset by the absence of depreciation and amortization in the current period.
Current report
Other income (expense)
Current report
Interest expense, net was $286,977 for the three months ended March 31, 2026, compared to $427 for the three months ended March 31, 2025. The increase of $286,550 was primarily attributable to non-cash interest charges consisting of $139,629 of guaranteed interest on convertible debt and $135,947 of amortization of unamortized debt discounts, as well as $6,903 of amortization of debt issuance costs, all associated with the Company’s convertible instruments and outstanding debt obligations during the current quarter, as further discussed in Note 7 – Debt.
Current report
Overview
Current report
As of March 31, 2026, the Company had cash and cash equivalents of $2,033,438, compared to $2,189,232 as of December 31, 2025. The decrease of $155,794 during the three months ended March 31, 2026 was primarily attributable to cash used in operating activities of $550,794, partially offset by net cash provided by financing activities of $395,000 relating to Private Investment in Public Equity financing (“PIPE Financing”) proceeds, net of the repurchase of common stock.
Current report
During the three months ended March 31, 2026, the Company raised gross proceeds of $3,470,000 from a private placement of its Series A Convertible Redeemable Preferred Stock. Concurrent with the PIPE Financing, the Company repurchased 6,250,000 shares of its common stock for an aggregate consideration of $3,075,000. The net cash provided by financing activities for the three months ended March 31, 2026 was $395,000.
Current report
Total assets decreased to $2,171,749 as of March 31, 2026, compared to $2,326,818 as of December 31, 2025. The decrease of $155,069 was primarily driven by the net decrease in cash and cash equivalents, while inventory remained unchanged and prepaid expenses and other current assets remained relatively stable. The Company had no non-current assets as of either balance sheet date.
Current report
Total liabilities increased to $384,473 as of March 31, 2026, compared to $235,494 as of December 31, 2025. The increase of $148,979 was primarily attributable to an increase in accounts payable of $202,669, primarily related to consulting services incurred in connection with the Genesis agreement, and an increase in accrued expenses and other current liabilities of $4,960, partially offset by a decrease in long-term debt of $58,650 due to the conversion of the Greentree Promissory Note.
Current report
The Company’s primary cash requirements consist of funding operating expenses, including payroll and professional service fees, and supporting corporate development and compliance activities as a public company.
Current report
Based on current operating plans and available cash on hand, management believes that existing cash resources are sufficient to fund operations for at least the next twelve months. The Company may seek additional capital in the future to support long-term growth initiatives, strategic investments, or acquisitions. Such financing, if pursued, may include equity offerings, debt financing, or other strategic transactions; however, there can be no assurance that additional capital will be available on acceptable terms, or at all.
Current report
For the three months ended March 31, 2026, net cash used in operating activities was $550,794, compared to net cash used of $241,774 for the three months ended March 31, 2025. For the three months ended March 31, 2026, cash used in operating activities included a net loss of $2,008,476, partially offset by non-cash expenses consisting primarily of:
Current report
Changes in working capital also impacted operating cash flows during the three months ended March 31, 2026. Accounts payable increased by $202,669, primarily reflecting $200,000 recorded in connection with consulting services under the Genesis agreement, prepaid expenses and other current assets increased by $725 (a use of cash), and accrued expenses and other current liabilities increased by $145,359. Inventory levels remained unchanged during the period. For the three months ended March 31, 2025, net cash used in operating activities of $241,774 was primarily attributable to a net loss of $538,770, partially offset by non-cash stock-based compensation of $225,000 (shares issued for services), and changes in working capital including an increase in accounts payable of $28,809, partially offset by a decrease in accrued expenses of $8,859 and an increase in prepaid expenses of $23,205.
Current report
For the three months ended March 31, 2026 and 2025, net cash provided by investing activities was $0. The Company had no investing activity in either period.
Current report
For the three months ended March 31, 2026, net cash provided by financing activities was $395,000, compared to $0 for the three months ended March 31, 2025.
Current report
Intellectual property, including license agreements, is recorded at cost and amortized over the estimated useful life of the license using the straight-line method. The Company evaluates its intellectual property for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, in accordance with ASC 360. During the year ended December 31, 2025, management determined that the carrying value of the intellectual property was not recoverable and recorded a full impairment charge of $2,550,000. As a result, the Company had no remaining intellectual property balance as of December 31, 2025 or March 31, 2026, and accordingly no amortization expense was recorded during the three months ended March 31, 2026. No impairment charges were recorded during the three months ended March 31, 2026 or March 31, 2025.
Current report
Stock Based Compensation
Current report
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.
Current report
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.
Current report
Mezzanine Equity – Redeemable Preferred Stock
Current report
The Company’s Series A Convertible Redeemable Preferred Stock is classified outside of permanent equity (“mezzanine equity”) in accordance with ASC 480-10-S99, as the preferred stock is redeemable upon the occurrence of events not solely within the Company’s control. The preferred stock is initially recorded at the proceeds allocated to it upon issuance and is subsequently adjusted to its redemption value at each reporting period end through charges to accumulated deficit. The accretion to redemption value is treated as a deemed dividend and is reflected as an adjustment to net loss to arrive at net loss attributable to common stockholders in the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2026, the Company recorded accretion of $1,844,607 to reflect the Series A Preferred Stock at its redemption value.
Current report
Fair Value of Financial Instruments
Current report
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.
Current report
New accounting pronouncements issued but not yet adopted
Current report
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 January 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.
Current report
In May 2025, the FASB issued ASU No. 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, ASU No. 2025-04 clarifies that the guidance in ASC 606 on the variable consideration constraints does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718). ASU No. 2025-04 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to 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 statements and disclosures.
Current report
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption.
Current report
Recently adopted accounting pronouncements
Current report
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. Please refer to Note 12, Income taxes for the inclusion of the new required disclosures.
Removed paragraphs (30)
Previous report
Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read together with the MD&A presented in the Registration Statement on Form S-1 for the year ended December 31, 2024 (the “Annual Report”) and the unaudited condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”), which include additional information about our accounting policies, practices and the transactions underlying our financial results.
Previous report
Net sales and Cost of Sales
Previous report
Net sales and Cost of Sales in the three months ended September 30, 2025 were inconsequential and in the period of July 1, 2024 to September 24, 2024 (“Predecessor QTD Period”) and the period of September 25, 2024 to September 30, 2024 (“Successor 2024 Period”) the Company had no revenue. The Company is still in process of developing and commercializing its products.
Previous report
Selling, general and administrative expenses
Previous report
SG&A expenses were $999,923 for the three months ended September 30, 2025, as compared to $156,091 for the Predecessor QTD Period and $428,906 for the Successor 2024 Period. The increase in SG&A was primarily a result of issuing shares in exchanges for consulting and investor relations services. The main components of SG&A in the current period were $526,398 for legal, accounting and consulting services, $179,005 of investor relations services and $195,663 of payroll and benefits expenses. The increase in professional and investor relations services was primarily as a result of the potential uplisting from the OTC market to NASDAQ.
Previous report
Interest expense, net
Previous report
Interest expense, net was $19,293 for the three months ended September 30, 2025, as compared to $67 for the Predecessor QTD Period and Successor 2024 Period. Interest expense in 2025 was primarily related to the new term loan with Greentree Financial Group, Inc. and the Related Party Loans as discussed in Note 7-Debt.
Previous report
Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024
Previous report
Net sales and Cost of Sales
Previous report
Net sales and Cost of Sales in the nine months ended September 30, 2025 were inconsequential and in the period of January 1, 2024 to September 24, 2024 (“Predecessor YTD Period”) and the period of September 25, 2024 to September 30, 2024 (“Successor 2024 Period”) the Company had no revenue. The Company is still in process of developing and commercializing its products.
Previous report
Selling, general and administrative expenses
Previous report
SG&A expenses were $2,200,504 for the nine months ended September 30, 2025, as compared to $654,573 for the Predecessor YTD Period and $428,906 for the Successor 2024 Period. The increase in SG&A was primarily a result of issuing shares in exchanges for consulting and investor relations services. The main components of SG&A in the current period were $1,270,008 for legal, accounting and consulting services, $225,000 of intangible asset amortization expense, $185,340 of investor relations services and $445,197 of payroll and benefits expenses. The increase in professional and investor relations services was primarily as a result of the potential uplisting from the OTC market to NASDAQ.
Previous report
Interest expense, net
Previous report
Interest expense, net was $19,720 for the nine months ended September 30, 2025, as compared to $67 for the Predecessor YTD Period and income of $0 for the Successor 2024 Period. Interest expense in 2025 was primarily related to the new term loan with Greentree Financial Group, Inc. and the Related Party Loans as discussed in Note 7-Debt.
Previous report
As of September 30, 2025, we had $16,123 of cash and cash equivalents. In addition, as of September 30, 2025, we had borrowing capacity of $80,000 under our Term Loan agreement with Greentree Financial Group, Inc.
Previous report
Our primary cash needs are for working capital related to salaries and other professional services. The current amount of cash will not support the Company’s plans and initiatives, however the Company is in process of completing in public offering of shares of which, approximately $4.0 million is expected to be raised. These funds will provide enough liquidity through the next twelve months and allow the Company to invest in growing and developing its products. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all.
Previous report
Cash (used in) provided by operating activities
Previous report
For the nine months ended September 30, 2025 net cash used in operating activities was $631,875. This included a net loss of $2,218,121 offset by non-cash expenses related to amortization of intangible assets of $225,000, shares issued for services of $1,007,000, and amortization of deferred financing costs of $1,863. This was offset by a change in working capital of $337,720.
Previous report
For the Predecessor YTD period and the Successor 2024 period, net cash used in operating activities was $551,743 and $15 respectively. For the Predecessor YTD period this included a net loss of $654,640 offset by a change in working capital of $102,897. For the Successor 2024 period, the net loss was $428,906 which included $400,000 of shares issued for services and $6,849 of intangible asset amortization. This was offset by a favorable change in working capital of $22,042
Previous report
Cash used in investing activities
Previous report
For the nine months ended September 30, 2025 and the Predecessor YTD, the Company did not have cash used for investing activities. For the Successor 2024 Period the only activity was cash acquired as a result of the reverse merger of $608,596.
Previous report
Cash (used in) provided by financing activities
Previous report
For the nine months ended September 30, 2025 net cash provided by investing activities was $179,000. This included a proceeds of $75,000 from related party loans, $98,000 from a term loan with Greentree Financial Group, Inc. and $6,000 from the sale of common stock.
Previous report
For the Predecessor YTD period net cash provided by financing activities was $666,232 was entirely made up of affiliate loans between Caring Brands Florida and Nevada. There were no financing activities in the Successor 2024 period.
Previous report
Contractual obligations and commitments
Previous report
There are no fixed forward agreements for lease expense, license fees, or capital expenditures.
Previous report
Off-balance sheet arrangements
Previous report
We are not party to any off-balance sheet arrangements.
Previous report
Critical accounting policies and estimates
Previous report
Recent accounting pronouncements are disclosed in Note 2 to our unaudited condensed consolidated financial statements.
Reworded paragraphs (2)
Previous wording
Item 2. Management’s discussion and analysis of financial condition and results of operations.
Current wording
Management’s discussion and analysis of financial condition and results of operations.*
Previous wording
The MD&A is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these unaudited condensed consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in the Annual Report.
Current wording
The Management’s Discussion and Analysis (“MD&A”) is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these unaudited condensed consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, except as described below.