Caring Brands, Inc.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Caring Brands, Inc.

(Exact name of registrant as specified in its charter)

130 S Indian River Drive,

Suite 202 pbm# 1232,

Fort Pierce, FL 34950

Telephone:(561) 896-7616

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. Glynn Wilson

Chief Executive Officer

Caring Brands, Inc.

130 S Indian River Drive,

Suite 202 pbm# 1232,

Fort Pierce, FL 34950

Telephone:(561) 896-7616

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregory Sichenzia, Esq.

Arthur S. Marcus, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas

New York, NY 10036

(212) 653-8700

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

24,513,943** Shares of Common Stock**

This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified herein (the “Selling Stockholders”) of up to 24,513,943 shares of common stock, par value $0.001 per share (“Common Stock”), of Caring Brands, Inc. (the “Company”). The shares consist of (i) 10,214,143 shares underlying 7,149.9 outstanding shares of our Series B Convertible Preferred Stock (the “Series B Preferred Stock”), calculated using the $1,000 stated value per preferred share and the original $0.70 conversion price, rounded up to a whole share; (ii) 7,149,900 shares underlying Common Stock Purchase Warrants A (the “Series A Warrants”), with an original exercise price of $0.825 per share; and (iii) 7,149,900 shares underlying Common Stock Purchase Warrants B (the “Series B Warrants” and, together with the Series A Warrants, the*“Warrants*”), with an original exercise price of $0.95 per share. The conversion and exercise prices are subject to adjustment. The October 9, 2026 Letter Agreement and Consent and the Series B certificate amendment filed on October 21, 2026 are described under “Series B Private Placement” and “Description of Securities.” The registration amount is based on the original conversion price and unadjusted Warrant share counts. If subsequent adjustments result in additional Registrable Securities exceeding the shares registered here, we will file an additional resale registration statement as required by the Registration Rights Agreement.

We will not receive any proceeds from resales by the Selling Stockholders or from conversion of the Series B Preferred Stock. We may receive cash upon exercise of the Warrants; we will receive no exercise proceeds to the extent the Warrants are exercised on a cashless basis.

The Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell or otherwise dispose of the Common Stock covered by this prospectus in the section entitled “Plan of Distribution” on page 61 of this prospectus. For information on the Selling Stockholder, see the section entitled “Selling Stockholder” on page 24 of this prospectus. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Common Stock covered by this prospectus will be borne by the Selling Stockholder. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Common Stock with the Securities and Exchange Commission, or the SEC.

Our common stock is listed on The Nasdaq Capital Market under the symbol “CABR.” On October 21, 2026, the last reported sale price of our common stock was $1.05 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commission (“SEC”) rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See the discussions in the section titled “Summary – Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section entitled “Risk Factors” beginning on page 5 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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