Caring Brands, Inc.

The Company has included in Item 1A of Part 1 of its Annual Report on Form 10-K for the year ended December 31, 2025 (“Form 10-K”), a description of certain risks and uncertainties that could affect the Company’s business, future performance, or financial condition (the “Risk Factors”). Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025. The following risk factor updates and replaces the risk factor entitled “We may not be able to satisfy listing requirements of the NASDAQ or obtain or maintain a listing of our common stock on the NASDAQ.”

We are not in compliance with Nasdaq’s continued listing requirements and have appealed a Staff Delisting Determination. If our appeal is unsuccessful, our common stock will be suspended from trading and delisted from Nasdaq, which would materially adversely affect the liquidity and market price of our common stock and our ability to raise capital.

Our common stock is listed on The Nasdaq Capital Market under the symbol “CABR.” On April 7, 2026, we received notice from the Listing Qualifications Department of Nasdaq (the “Staff”) that we were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity, and that we did not satisfy either alternative continued listing standard under Nasdaq Listing Rule 5550(b). The notice was based on our Annual Report on Form 10-K for the year ended December 31, 2025.

We submitted a plan to regain compliance that contemplated (i) amending the Certificate of Designation of our Series A Convertible Redeemable Preferred Stock to eliminate its redemption rights and permit its reclassification from mezzanine equity to permanent stockholders’ equity and (ii) obtaining additional financing from the holder of the Series A Convertible Redeemable Preferred Stock. On July 15, 2026, we received a Staff Delisting Determination denying our request for continued listing. The Staff determined that, because we had not entered into a definitive agreement for the contemplated financing, we had not demonstrated our ability to regain compliance in the near term and sustain compliance over an extended period. Accordingly, the Staff did not grant us a discretionary compliance period.

We timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”), which stayed the suspension of trading in our common stock and the filing of a Form 25-NSE pending the Panel’s decision. The hearing is scheduled for August 25, 2026. There can be no assurance that the Panel will grant our request for continued listing or that we will regain or maintain compliance with Nasdaq’s continued listing requirements. Any exception granted by the Panel would be subject to milestones established by the Panel. Failure to satisfy any such milestone could result in the suspension and delisting of our common stock. We could also be subject to a one-year Discretionary Panel Monitor, during which a new deficiency could result in another Staff Delisting Determination without an opportunity to submit a compliance plan or receive an otherwise available cure period.

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Our ability to regain compliance depends on our ability to amend the Certificate of Designation, obtain additional financing on acceptable terms and demonstrate that we can sustain compliance over an extended period. We may be unable to complete these actions, and Nasdaq may determine that any actions we complete are insufficient. In addition, our continued losses may further reduce our stockholders’ equity, and we must continue to satisfy all other Nasdaq continued listing requirements.

On July 22, 2026, the SEC’s Division of Trading and Markets approved a Nasdaq rule change that would require companies listed on The Nasdaq Capital Market to maintain a market value of listed securities of at least $5 million. Under the approved rule, a company falling below that threshold for 30 consecutive business days would be subject to immediate suspension and delisting proceedings without a cure period, and a hearing request would not stay the suspension. On July 29, 2026, the approval order was stayed pending review by the full Commission. Accordingly, the new requirement is not currently effective. There can be no assurance regarding the timing or outcome of the Commission’s review or whether the rule will become effective in its current or a modified form. If the rule becomes effective and we fail to satisfy the requirement, our common stock could be suspended and subjected to delisting proceedings with little or no opportunity for remedial action.

If our common stock is delisted, our stockholders may experience reduced liquidity, limited availability of market quotations and decreased trading prices. Our common stock may also become subject to the SEC’s “penny stock” rules, which would impose additional requirements on broker-dealers and could further limit trading. Delisting could also reduce analyst coverage, impair our ability to issue securities or obtain financing, adversely affect our relationships with investors and financial institutions and materially reduce the value of an investment in our common stock.