Caring Brands, Inc.

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Filed by Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

☐ No fee required.

☒ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) of Schedule (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11

130 S Indian River Drive, Suite 202 PBM# 1232

Fort Pierce, Florida 34950

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 A.M. Eastern Time on July 9, 2026

May 4, 2026

NOTICE IS HEREBY GIVEN that the 2026 Special Meeting of Stockholders (the “Special Meeting”) of Caring Brands, Inc. (the “Company”) will be held on July 9, 2026, at 10:00 A.M. Eastern Time, in person at 130 S Indian River Drive, Suite 202 pbm#1232, Fort Pierce, FL 34950 for the following purposes:

(1) To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the Additional Investment Right set forth in Section 4.19 of the Securities Purchase Agreement dated March 19, 2026, by and between the Company and the Purchasers party thereto (the “Securities Purchase Agreement” or “SPA”), which grants each Purchaser the right to purchase additional shares of Series A Convertible Preferred Stock and Warrants (the “Additional Investment Right Proposal”);

(2) To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock of the Company issuable upon conversion of the Series A Convertible Preferred Stock and exercise of the Warrants (collectively, the “Underlying Shares”), including the issuance of all Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock as of March 19, 2026, as contemplated by Section 4.23 of the Securities Purchase Agreement (the “Share Issuance Proposal”);

(3) To approve an amendment to the Company’s Articles of Incorporation to increase the authorized shares of common stock from 100,000,000 shares to 500,000,000 shares (the “Authorized Common Stock Increase Proposal”);

(4) To approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Additional Investment Right Proposal, the Share Issuance Proposal and the AuthorizedCommon Stock Increase Proposal, if there are not sufficient votes at the Special Meeting to approve and adopt such proposals (the “Adjournment Proposal”); and

(5) To consider and transact such other business as may be properly brought before the Special Meeting and any adjournments thereof.

The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board has fixed the close of business on May 12, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting and any adjournments or postponements of the Special meeting. Accordingly, only stockholders of record at the close of business on May 14, 2026, are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting.

Your vote is important. Whether or not you expect to attend the Special Meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the proxy card so that your shares may be represented at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 9, 2026.

The proxy statement is available atwww.cleartrustonline.com/cabr.

Whether or not you expect to attend the meeting in person, please submit voting instructions for your shares promptly using the directions on your proxy card, to vote by one of the following methods: 1) over the internet atwww.cleartrustonline.com/cabr, 2) by telephone by calling the toll-free number 877-285-8605, or 3) by marking, dating and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

130 S Indian River Drive. Suite 202 PBM# 1232

Fort Pierce, Florida 34950

PROXY STATEMENT