Caring Brands, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on August 21, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

130 S Indian River Drive,

Suite 202 pbm# 1232,

Fort Pierce, FL 34950

Tel: (561) 896-7616

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

Glynn Wilson

Chief Executive Officer

130 S Indian River Drive,

Suite 202 pbm# 1232,

Fort Pierce, FL 34950

Tel: (561) 896-7616

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

Copies to:

Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomes effective.

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, 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, a 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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectuses: (i) one to be used in connection with the public offering of up to 1,000,000 shares of common stock, par value $0.001 (the “Common Stock”) through the underwriters named on the cover page of this prospectus (the “Public Offering Prospectus”); and (ii) one to be used in connection with the potential resale by a selling stockholders of up to 2,710,000 shares of Common Stock (the “Resale Prospectus”). The Public Offering Prospectus and the Resale Prospectus will be identical in all respects except for the alternate pages for the Resale included herein which are labeled “Alternate Pages for Resale Prospectus.”

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

We have included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

The information in this prospectus is not complete and may be changed. Neither we, nor the selling stockholders may sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Up to 1,000,000 shares of Common Stock

This is a public offering of 1,000,000 shares of our Common Stock, $0.001 par value per share (the “Common Stock”) of Caring Brands, Inc., a Nevada corporation (the “Company”, “we”, “us”, “our”, “Caring Brands”).

Currently, our common stock is quoted on the OTCQB under the symbol “CBRA”. On July 29, 2025, the last reported sale price of our common stock on the OTCQB was $2.21 per share. The final public offering price of the shares of common stock in this offering will be determined through negotiation between us and the underwriters in the offering and the recent market price of our common stock used throughout this prospectus may not be indicative of the final offering price.

Currently, there is a limited market for our common stock. We intend to apply to list our common stock on The Nasdaq Capital Market (“NASDAQ”) under the symbol “CBRA”. Accordingly, we expect our common stock to begin trading on NASDAQ on or around the date of this prospectus, at which point our common stock will cease to be traded on the OTCQB. There is no assurance that an active trading market for our common stock will develop or be sustained. If our common stock is not approved for listing on NASDAQ, we will not consummate this offering.

We are a “smaller reporting company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and have elected to take advantage of certain scaled disclosure available to smaller reporting companies. We are also an emerging growth company under the Jumpstart our Business Startups Act of 2012, or JOBS Act, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See the section titled “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

The registration statement of which this prospectus forms a part also relates to the registration for resale of an aggregate of 2,710,000 shares of common stock including: (i) 2,110,000 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of the warrants to purchase shares of Common Stock (the “Warrants”) issued to selling shareholders pursuant to the private placements between April and June 2024 (the “Private Placements”), and (ii) 600,000 shares of Common Stock (the “Distributed Shares,” together with the Private Shares and the Warrant Shares as the “Resale Shares”) distributed to our parent Safety Shot, Inc. formerly known as Jupiter Wellness Inc. (“Safety Shot”). Between April and June 2024 Caring Brands, Inc., a Florida corporation (“Caring Brands Florida”) entered into a series of securities purchase agreements with the selling shareholders, pursuant to which the selling shareholders were issued shares of Common Stock and warrants to purchase shares of Common Stock in Caring Brands Florida. Following the execution of the Separation and Exchange Agreement, the shares and warrants issued to the selling shareholders by Caring Brands Florida were exchanged for the Private Shares and the Warrants.

The registration statement of which this prospectus forms a part, in addition to the firm commitment underwritten offering of our common stock by us pursuant to this prospectus, also registers the distribution by Safety Shot of 600,000 shares of our Common Stock it owns to its stockholders and certain warrant holders. Safety Shot has no obligation to affect a distribution of any of its remaining ownership interest, and it may retain its ownership interest in us indefinitely or dispose of all or a portion of its ownership interest in us in a sale or other transaction. No shares will be sold under the Resale Prospectus if our common stock is not approved for listing on NASDAQ.

An investment in our securities is highly speculative, involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 10 of this prospectus.

Neither the U.S. Securities and Exchange Commission nor any state or foreign 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.

(1) The public offering price per share is assumed to be $4.00 per share. The table above assumes no exercise of the over-allotment option by the underwriters. For more information, see “Underwriting.”

(2) Represents underwriting discounts equal to eight percent (8%) of the gross proceeds of the offering per share (or $0.32 per share). We have agreed to pay a non-accountable expense allowance equal to 1% of the gross proceeds of this offering ($0.04 per share) payable to the representative of the underwriters and to reimburse certain expenses of the underwriters. In addition, we have agreed to issue to the representative of the underwriters warrants to purchase the number of shares of Common Stocks in the aggregate equal to 3% of the shares of Common Stock to be issued and sold in this offering (including any shares of Common Stock sold upon exercise of the over-allotment option). See “Underwriting”.

We have granted the underwriters a 45-day option to purchase up to an additional 150,000 shares of Common Stock solely to cover over-allotments, if any.

Sole ** Underwriter**

D. BORAL CAPITAL

The date of this prospectus is , 2025

TABLE OF CONTENTS

Please read this prospectus carefully. It describes our business, our financial condition, and our results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus.

Neither we, the selling stockholders nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholders nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock.

For investors outside the United States: Neither we, the selling stockholders nor any of the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

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