Caring Brands, Inc.

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding the expected completion, timing and amount of any additional closings under the Purchase Agreement, the Company’s expected stockholders’ equity following any such closings, the intended use of proceeds from the Offering, and the Company’s expectations regarding its compliance with the continued listing requirements of Nasdaq. Forward-looking statements are based on the Company’s current expectations and assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially, including, among others: the failure to satisfy or obtain a waiver of any closing condition under the Purchase Agreement; the failure of escrowed subscription funds to be released to the Company; the results of the Company’s financial statement closing procedures and the review thereof by its independent registered public accounting firm; the Company’s ability to regain and maintain compliance with the continued listing requirements of Nasdaq; the Company’s ability to obtain the stockholder approval contemplated by the Purchase Agreement; the Company’s ability to satisfy its obligations under the Registration Rights Agreement; the dilutive effect of the conversion of the Series B Preferred Stock and the exercise of the Warrants; and the other risks and uncertainties described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its subsequent filings with the SEC. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.