Caring Brands, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
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.
Jun 30, 2026 · Filed Aug 13, 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 2026-03-31; filed 2026-05-12.
0001493152-26-022506
Item 2. Management’s discussion and analysis of financial condition and results of operationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037602
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 48 previous paragraphs and 57 current paragraphs.
30 unchanged; 15 reworded; 11 added; 3 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 4 previous and 5 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 (11)
Current report
Table of Contents
Current report
Total operating expenses for the three months ended June 30, 2026 were $638,737, compared to $660,448 for the three months ended June 30, 2025, a decrease of $21,711, or approximately 3%. Selling, general and administrative expenses increased by $4,856, or approximately 23%, to $26,187, reflecting higher public company compliance, insurance and administrative costs. Payroll expenses decreased by $74,928, or approximately 15%, to $414,186, primarily because the prior-year quarter included $382,000 of stock-based consulting expense, while the current quarter included $204,967 of non-cash amortization of restricted stock units and stock options. Professional service fees increased by $123,361, or approximately 164%, to $198,364, primarily attributable to higher legal, accounting and audit fees incurred in connection with settlement matters, the second tranche of the Series A Convertible Redeemable Preferred Stock financing, and ongoing public company compliance obligations. Depreciation and amortization decreased to $0 from $75,000, due to the full impairment of the Company’s intellectual property license recorded during the year ended December 31, 2025.
Current report
Total operating expenses for the six months ended June 30, 2026 were $2,360,236, compared to $1,200,582 for the six months ended June 30, 2025, an increase of $1,159,654, or approximately 97%. Selling, general and administrative expenses increased by $63,233, or approximately 123%, to $114,723, reflecting higher corporate overhead costs, including public company compliance, insurance and administrative expenses. Payroll expenses increased by $658,739, or approximately 77%, to $1,514,886, primarily reflecting non-cash stock-based compensation, including restricted stock unit and stock option amortization and shares committed under consulting, advisory and settlement arrangements, as well as expanded management personnel; the prior-year period included $607,000 of shares issued for services. Professional service fees increased by $587,682 to $730,627, primarily attributable to higher legal, accounting, consulting and audit fees incurred in connection with the Series A Convertible Redeemable Preferred Stock financings, settlement matters, and ongoing public company compliance obligations, including $300,000 of consulting fees to be settled in stock. Depreciation and amortization decreased to $0 from $150,000, due to the full impairment of the intellectual property license recorded during the year ended December 31, 2025.
Current report
Total operating expenses for the three months ended June 30, 2026 were $638,737, compared to $660,448 for the three months ended June 30, 2025, a decrease of $21,711, or approximately 3%, primarily because the prior-year quarter included $382,000 of stock-based consulting expense. Total operating expenses for the six months ended June 30, 2026 were $2,360,236, compared to $1,200,582 for the six months ended June 30, 2025. The increase of $1,159,654, or approximately 97%, was primarily attributable to payroll expenses, including stock-based compensation, and professional service fees.
Current report
Table of Contents
Current report
As a result of the foregoing, the Company reported an operating loss of $638,737 for the three months ended June 30, 2026, compared to an operating loss of $659,583 for the three months ended June 30, 2025, a decrease of $20,846, or approximately 3%, primarily because the prior-year quarter included the stock-based consulting expense under the Genesis agreement described above.
Current report
For the three months ended June 30, 2026, interest expense, net was $39 and other income was $50, compared to interest expense of $0 and other expense of $1,000 for the three months ended June 30, 2025. Amounts in both quarters were immaterial.
Current report
Table of Contents
Current report
For the six months ended June 30, 2026, net cash provided by financing activities was $645,000, compared to $56,000 for the six months ended June 30, 2025, consisting of:
Current report
Table of Contents
Current report
Table of Contents
Removed paragraphs (3)
Previous 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.
Previous 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.
Previous 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.
Reworded paragraphs (15)
Previous wording
*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 wording
*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 and six months ended June 30, 2026 and 2025.
Previous wording
Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025.
Current wording
Comparison of the three and six months ended June 30, 2026 to the three and six months ended June 30, 2025.
Previous wording
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 wording
For the six months ended June 30, 2026, the Company generated no revenue, compared to revenue of $3,056 for the six months ended June 30, 2025, and cost of revenue was $0, compared to $1,400 for the same period. The Company is still in the process of developing and commercializing its products and has not yet generated meaningful commercial revenue.
Previous wording
No impairment charges were recorded during the three months ended March 31, 2026 or March 31, 2025.
Current wording
No impairment charges were recorded during the three and six months ended June 30, 2026 or the comparable prior-year periods.
Previous wording
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 wording
For the six months ended June 30, 2026, the Company reported an operating loss of $2,360,236, compared to an operating loss of $1,198,926 for the six months ended June 30, 2025, an increase of $1,161,310, or approximately 97%, primarily driven by higher stock-based compensation and professional service fees, partially offset by the absence of depreciation and amortization in the current period.
Previous wording
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 wording
Interest expense, net was $287,028 for the six months ended June 30, 2026, compared to $427 for the six months ended June 30, 2025. The increase of $286,601 was recorded entirely in the first quarter of 2026 and was primarily attributable to non-cash charges consisting of $148,867 of guaranteed interest on convertible debt, $141,350 of amortization of debt discounts, and $6,903 of amortization of debt issuance costs, all associated with the Greentree Promissory Note converted into common stock in March 2026, as further discussed in Note 7 – Debt.
Previous wording
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 wording
As of June 30, 2026, the Company had cash and cash equivalents of $1,820,365, compared to $2,189,232 as of December 31, 2025. The decrease of $368,867 during the six months ended June 30, 2026 was primarily attributable to cash used in operating activities of $1,013,867, partially offset by net cash provided by financing activities of $645,000 relating to Private Investment in Public Equity financing (“PIPE Financing”) proceeds, net of the repurchase of common stock.
Previous wording
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 wording
During the six months ended June 30, 2026, the Company raised aggregate gross proceeds of $3,870,000 from private placements of its Series A Convertible Redeemable Preferred Stock, consisting of $3,470,000 of net proceeds received in March 2026 and $400,000 of subscription proceeds received in June 2026 under the second tranche of the PIPE Financing. Concurrent with the initial PIPE Financing, the Company repurchased 6,250,000 shares of its common stock for an aggregate consideration of $3,075,000.
Previous wording
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 wording
Total assets decreased to $1,909,623 as of June 30, 2026, compared to $2,326,818 as of December 31, 2025. The decrease of $417,195 was primarily driven by a net decrease in cash and cash equivalents of $368,867 and a decrease in prepaid expenses and other current assets of $48,328, while inventory remained unchanged. The Company had no non-current assets as of either balance sheet date.
Previous wording
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 wording
Total liabilities increased to $384,646 as of June 30, 2026, compared to $235,494 as of December 31, 2025. The increase of $149,152 was primarily attributable to an increase in accounts payable of $123,454, primarily related to consulting services incurred in connection with the Genesis agreement, and an increase in accrued expenses and other current liabilities of $84,348, largely reflecting accrued dividends on the Series A Preferred Stock, partially offset by a decrease in long-term debt of $58,650 due to the conversion of the Greentree Promissory Note.
Previous wording
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 wording
For the six months ended June 30, 2026, net cash used in operating activities was $1,013,867, compared to net cash used of $451,105 for the six months ended June 30, 2025. For the six months ended June 30, 2026, cash used in operating activities included a net loss of $2,647,202, partially offset by non-cash expenses consisting primarily of:
Previous wording
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 wording
Changes in working capital also impacted operating cash flows during the six months ended June 30, 2026. Accounts payable increased operating cash by $123,454, prepaid expenses and other current assets decreased by $48,328, and accrued expenses and other current liabilities increased by $146,207; inventory was unchanged. For the six months ended June 30, 2025, net cash used in operating activities of $451,105 was primarily attributable to a net loss of $1,199,353, partially offset by $607,000 of shares issued for services and $150,000 of depreciation and amortization, together with working capital changes including an increase in accounts payable of $6,935, a decrease in accrued expenses of $11,438, an increase in prepaid expenses of $4,891 and a decrease in inventory of $642.
Previous wording
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 wording
For the six months ended June 30, 2026 and 2025, net cash used in investing activities was $0. The Company had no investing activity in either period.
Previous wording
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 wording
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 June 30, 2026, and accordingly no amortization expense was recorded during the three and six months ended June 30, 2026. No impairment charges were recorded during the three and six months ended June 30, 2026 or the comparable prior-year periods.
Previous wording
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 wording
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 additional paid-in capital. 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 six months ended June 30, 2026, the Company recorded accretion of $2,062,360 to reflect the Series A Preferred Stock at its redemption value.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the three months ended June 30, 2026, the Company generated no revenue, compared to revenue of $1,587 for the three months ended June 30, 2025, and cost of revenue was $0, compared to $722 for the same period. The prior-year amounts were inconsequential and reflected early-stage product activity.