UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Quarterly Period Ended
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from ______ to ______
Commission
File Number:
(Exact name of registrant as specified in its charter)
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(State
or other jurisdiction of
incorporation or organization) |
(I.R.S.
Employer
Identification No.) |
(Address of principal executive offices)(Zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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☒ | Smaller reporting company |
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| Emerging growth company |
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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 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
The number of shares of the registrant’s common stock, par value $ per share, outstanding as of November 14, 2025 was shares.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, our actual results and the timing of selected events may differ materially. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk factors” in Part II, Item 1A of this Quarterly Report and elsewhere in this Quarterly Report. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
SUMMARY OF MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS
The principal risks and uncertainties affecting our business include the following categories and risks:
Risks Relating to the Separation:
| ● | We may be unable to achieve some or all of the benefits that we expect to achieve from the Separation. | |
| ● | We have a limited operating history as a publicly traded company, and our historical financial information is not necessarily representative of the results we would have achieved as a publicly traded company and may not be a reliable indicator of our future results. | |
| ● | Some of our directors and executive officers own Safety Shot common stock or options to acquire Safety Shot common stock and hold positions with Safety Shot, which could cause conflicts of interest, or the appearance of conflicts of interest, that result in our not acting on opportunities we otherwise may have. |
Risk Related to Our Business:
| ● | Caring Brands has a limited operating history, which makes it difficult to accurately evaluate our business prospects. | |
| ● | We may not have adequate capital to fund our business. | |
| ● | We may not be able to successfully compete against companies with substantially greater resources. | |
| ● | The sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses. |
Risks Related to our Financial Position and Capital Needs
| ● | Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or other assets |
Risks Related to our Intellectual Property
| ● | We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights. | |
| ● | If we are not able to adequately protect our intellectual property, then we may not be able to compete effectively, and we may not be profitable. |
Risks Related to Ownership of Our Securities
| ● | We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors. | |
| ● | Our common stock may become subject to the SEC’s penny stock rules and accordingly, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected |
The summary risk factors described above should be read together with the text of the full risk factors below in the section titled “Risk factors” and the other information set forth in this Quarterly Report, including our unaudited condensed consolidated financial statements and the related notes, as well as in other documents that we file with the U.S. Securities and Exchange Commission (the “SEC”). The risks summarized above or described in the section titled “Risk factors” are not the only risks that we face. Additional risks and uncertainties not precisely known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, results of operations and future growth prospects.
| i |
Caring Brands, Inc.
Table of Contents
| ii |
PART I. FINANCIAL INFORMATION
Item 1. Financial statements (unaudited)
Caring Brands, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
| September 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ |
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$ |
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| Inventory, net |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Intellectual property, net, a related party |
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| Investment in NovoDX, a related party |
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| Total assets | $ |
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$ |
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| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ |
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$ |
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| Related party loan payable |
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| Accrued expenses and other current liabilities |
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| Total current liabilities |
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| Long-term debt, net |
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| Total liabilities |
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| Commitments and contingencies (Note 7) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, par value of $ per share; shares authorized, shares issued and outstanding | ||||||||
| Common stock, par value of $ per share; shares authorized as of September 30, 2025 and December 31, 2024; , and shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively |
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| Additional paid-in capital |
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| Common stock payable |
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| Subscription receivable |
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| Accumulated deficit |
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| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
Caring Brands, Inc. and subsidiaries
Condensed consolidated statements of operations
(unaudited)
| Successor | Successor | Predecessor | Successor | Successor | Predecessor | |||||||||||||||||||
| Three months ended | Nine months ended | |||||||||||||||||||||||
| September 30, 2025 | September 25 to September 30, 2024 | July 1 to September 24, 2024 | September 30, 2025 | September 25 to September 30, 2024 | January 1 to Sep. 24, 2024 | |||||||||||||||||||
| Net sales | $ |
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$ | $ | $ |
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$ | $ | ||||||||||||||||
| Cost of sales |
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| Gross profit |
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| Selling, general and administrative expenses |
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| Operating income |
(
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(
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(
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(
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(
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| Interest expense (income), net |
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| Net loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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(
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| Net income per share: | ||||||||||||||||||||||||
| Basic | $ |
(
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(
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(
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) | $ |
(
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) | $ | n/a | ||||||||
| Diluted | $ |
(
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) | $ |
(
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) | $ | n/a | $ |
(
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) | $ |
(
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| Weighted average shares outstanding: | ||||||||||||||||||||||||
| Basic |
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n/a |
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n/a | ||||||||||||||||||
| Diluted |
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n/a |
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n/a | ||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
Caring Brands, Inc. and subsidiaries
Condensed consolidated statements of stockholders’ equity
(unaudited)
| Common stock |
Additional paid-in |
Accumulated | Total stockholders’ | |||||||||||||||||
| Shares | Amount | capital | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2024 (Predecessor) | $ | $ | $ |
(
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(
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| Net loss | — |
(
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(
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| Balance as of September 24, 2024 | $ | $ | $ |
(
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(
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| Common stock |
Additional
paid-in |
Common stock | Accumulated | Total stockholders’ | ||||||||||||||||||||
| Shares | Amount | capital | payable | deficit | equity | |||||||||||||||||||
| Balance as of September 25, 2024 (Successor) | $ | $ | $ | $ |
(
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(
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| Net book value of assets and liabilities acquired |
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| Shares issued for services |
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| Net loss | — |
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(
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| Balance as of September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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| Common stock |
Additional paid-in |
Common stock | Subscription | Accumulated | Total stockholders’ | |||||||||||||||||||||||
| Shares | Amount | capital | payable | Receivable | deficit | equity | ||||||||||||||||||||||
| Balance as of January 1, 2025 (Successor) |
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$ |
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$ |
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$ | $ |
(
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) | $ |
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| Net loss |
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| Issuance of shares for cash |
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| Shares issued for services |
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| Warrants issued in connection with debt financing |
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| Shares sold on subscription |
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| Common stock to be issued in connection with debt financing | — |
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| Balance as of September 30, 2025 |
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$ |
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$ |
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$ |
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(
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) | $ |
(
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) | $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
Caring Brands, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
| Successor | Successor | Predecessor | ||||||||||
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Nine months ended September 30, 2025 |
September 25, 2024 to September 30, 2024 |
January 1, 2024 to September 24, 2024 |
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| Cash flows from operating activities: | ||||||||||||
| Net income | $ |
(
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) | $ |
(
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) | $ |
(
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| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||||||
| Amortization of license agreement |
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| Amortization of deferred financing costs |
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| Fair value of shares issued for services |
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| Loss on debt issuance |
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| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable |
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| Inventory |
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| Prepaid expenses and other current assets |
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(
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| Accounts payable |
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| Accrued liabilities |
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| Net cash used in operating activities |
(
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(
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(
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| Cash flows from investing activities: | ||||||||||||
| Cash acquired in reverse merger |
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| Net cash used in investing activities |
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| Cash flows from financing activities: | ||||||||||||
| Loans to CBI FL prior to acquisition |
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| Proceeds from long-term debt |
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| Proceeds from related party loan payable |
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| Proceeds from issuance of shares |
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| Net cash (used in) provided by financing activities |
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| Net increase (decrease) in cash, cash equivalents and restricted cash |
(
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| Cash, cash equivalents and restricted cash - beginning of period |
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| Cash, cash equivalents and restricted cash - end of period | $ |
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$ |
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$ |
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| Non-cash investing and financing activities: | ||||||||||||
| Shares sold on subscription | $ |
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| Accounts payable settlement with related party note payable | $ |
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| Discounts on convertible promissory notes | $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
Caring Brands, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
Note 1— Organization and Business Operations
Caring Brands, Inc. (the “Company”) is a Nevada corporation and was incorporated on April 24, 2024. On September 24, 2024, the Company entered into a separation and exchange agreement (the “Separation and Exchange Agreement”) with Safety Shot, Inc. (“Shot”) pursuant to which, Shot exchanged its right, title and interest in and to Caring Brands, Inc., a Florida corporation (“CB FL”), free and clear of all liens and encumbrances, and in exchange thereof, the Company accepted and agreed to assume all obligations of CB FL (see note 2 – Basis of Presentation and note 8 – Acquisition of Caring Brands, Inc. a Florida corporation). The Company’s principal business is the over-the-counter and prescription-grade health and wellness products.
Going Concern Consideration
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company was recently formed and has no operations, however the Company recently became listed on the NASDAQ in order to raise additional capital. There is no assurance that the Company will have sufficient resources to execute its business which has raised doubt about the Company’s ability to continue as a going concern as noted by our auditors, M&K CPAS, PLLC in their opinion on the December 31, 2024 financial statements.
Note 2— Significant Accounting Policies
Basis of presentation
The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company, these interim financial statements contain all adjustments, including normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025 and December 31, 2024, its results of operations for the three and nine months ended September 30, 2025 and 2024 and stockholders’ equity for the nine months ended September 30, 2025 and 2024 and its cash flows for the nine months ended September 30, 2025 and 2024. All intercompany balances and transactions have been eliminated in consolidation.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Registration Statement on Form S-1 for the year ended December 31, 2024 (the “Annual Report”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows.
Inventory
Inventories will be stated at the lower of cost or market. The Company will periodically review the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting.
| 7 |
Net loss per share of Common Stock is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential shares of Common Stock would be to decrease the loss per share.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Revenue Recognition
The Company will generate its revenue from the sale of its products directly to the end user (the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements; 1) identify the contract with a customers, 2) identify the performance obligations in the contract, 3) determine the transactions price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as the performance obligations are satisfied.
The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. The Company does not currently have meaningful revenue in different geographic regions or channels and therefore does not disaggregate its revenue for reporting purposes.
As of September 30, 2025, the Company had no material contract assets, contract liabilities or deferred contract costs recorded on its unaudited condensed consolidated balance sheet.
Accounts Receivable and Credit Risk
Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance, if applicable, for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions.
Equity Investments
Equity investments, including our investment in NovoDX common stock, are recorded at cost and the carrying value is adjusted to fair market value for each reporting period.
Intellectual Property
Intellectual property, including license agreements, are recorded at cost and amortized over the life of the License using the straight-line method. We evaluate Intellectual Property for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. The Company’s intellectual property is still in the early stages and there were no indicators of impairment that the company considered significant or to require testing at this time.
Research and Development
The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Any acquired Research and Development would also be expensed as incurred unless there is an alternative use. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.
Research
and development costs
were $
The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.
| 8 |
The Company has adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.
Segment Reporting
The
Company operates under
Income Taxes
Prior to the separation of the Company from its then parent (see Note – 8), the Company was included as a wholly-owned subsidiary of Safety Shot, Inc., and as such, the Company followed the guidance under ASC 740-10-30-27 to account for income taxes using the separate return approach. The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition. The Company incurred losses of $
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. See Note 4 – Intangible Assets, Note 5 – Investment in NovoDX, a Related Party, Note 9 – Acquisition of Caring Brands, Inc., a Florida Corporation – by a Related Party and Note 7 – Debt.
The related party mentioned in Note 4 and Note 5 is a former director at Safety Shot, a former director of Caring Brands and a current director of NovoDX Corporation. Additionally, NovoDX is a related party due to the shares of the Company’s common stock it holds as a result of the shares issued in connection with the License Agreement described in Note 4.
Recent accounting pronouncements
New accounting pronouncements issued but not yet adopted
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The new requirements apply to all entities subject to income taxes and will be effective for the Company’s annual periods beginning January 1, 2026. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2023-09 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition. The Company has elected to delay the adoption of accounting standards until the private company adoption date.
| 9 |
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The standard requires additional disclosures, in the notes to financial statements, of specified information about certain costs and expenses included in the captions presented on the face of the income statement. The new guidance is effective for the Company’s annual reporting period beginning Janary 1, 2027, and interim reporting periods beginning January 1, 2028. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2024-03 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.
Note 3— Cash
As
of September 30, 2025 and December 31, 2024, the Company had a cash balance of $
Note 4— Intangible assets
On
June 18, 2024, the Successor entered into a License Agreement with NovoDX Corporation, a related party, to license the NovoDX’s
GoldNTM Ebola Rapid Diagnostic Test to market and sell the Licensed Product within the commercial field, which was Amended and Restated
on July 22, 2024. In consideration for the License, the Successor issued
shares of its restricted common stock to NovoDX. The
shares were issued at $
per share, the same price as the private placement offering and are being amortized over a
As of September 30, 2025 the Company had the following intangible asset balances:
| Estimated useful life |
Gross
carrying
amount |
Accumulated
amortization |
Net carrying amount | |||||||||||
| Intellectual property - license |
|
$ |
|
$ |
(
|
) | $ |
|
||||||
| Total intangibles | $ |
|
$ |
(
|
) | $ |
|
|||||||
As of December 31, 2024 the Company had the following intangible asset balances:
| Estimated useful life | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||
| Intellectual property - license |
|
$ |
|
$ |
(
|
) | $ |
|
||||||
| Total intangibles | $ |
|
$ |
(
|
) | $ |
|
|||||||
Amortization
expense was $
| Remainder of fiscal 2025 | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 |
|
|||
| 2029 |
|
|||
| Thereafter |
|
|||
| Total | $ |
|
Note 5— Investment in NovoDX, a Related Party
On
May 14, 2024, the Company purchased
shares of NovoDX Corporation’s restricted common stock for $
Note 6— Accrued expenses and other current liabilities
Accrued expenses and other current liabilities as of September 30, 2025 and December 31, 2024 consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Accrued payroll and payroll taxes | $ |
|
$ |
|
||||
| Accrued interest |
|
|||||||
| Accrued related party interest |
|
|||||||
| Accrued expenses and other current liabilities | $ |
|
$ |
|
||||
| 10 |
Note 7— Debt
The Company’s outstanding debt as of September 30, 2025 consisted of the following:
| September 30, 2025 | ||||
| Term loan | $ |
|
||
| Note payable, with a related party |
|
|||
| Loan with Safety Shot, a related party |
|
|||
| Total debt |
|
|||
| Less: debt issuance costs |
(
|
) | ||
| Total debt, net of issuance costs |
|
|||
| Less: current portion |
(
|
) | ||
| Long-term portion of debt | $ |
|
||
As of December 31, 2024 the Company did not have any outstanding debt.
Term Loan
On August 6, 2025, the Company entered into a
convertible promissory note for the amount of $
Related Party Notes Payable
On
June 5, 2025, we entered into a short-term loan agreement with our CEO, Dr. Glynn Wilson, to provide short-term working capital funding
to the business. The loan is for an aggregate of $
Loan with Safety Shot, a Related Party
On
July 18, 2025, Safety Shot, a related party of the Company and a significant shareholder, paid operating expenses on behalf of the Company
in an amount of $
Note 8— Commitments and contingencies
Legal contingencies
The Successor may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. The Company is not currently aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position.
Note 9 — Acquisition of Caring Brands, Inc., a Florida Corporation – a Related Party
On September 24, 2024, the Successor entered into a separation and exchange agreement (the “Separation and Exchange Agreement”) with Safety Shot, Inc., a related part, (“Shot”) pursuant to which, Shot exchanged its right, title and interest in and to Caring Brands, Inc., a Florida corporation (the “Predecessor”), free and clear of all liens and encumbrances, and in exchange thereof, the Successor paid no cash or other asset consideration; however, the Successor agreed to assume all future obligations of the Predecessor. The separation has been accounted for as a related party transaction in which the assets and liabilities are recorded at their respective historical value. The assets and liabilities assumed in the transaction are as follows:
| Cash | $ |
|
||
| Prepaid expenses |
|
|||
| Total Assets |
|
|||
| Accounts payable | $ |
|
||
| Accrued liabilities |
|
|||
| Intercompany debt |
|
|||
| Total liabilities |
|
|||
| Net book value | $ |
(
|
) |
| 11 |
The following unaudited pro forma statement of operations for the year ended December 31, 2024, reflects the separation pursuant to the Separation Agreement, as if it occurred on January 1, 2024.
| Pro Forma | ||||||||||||||||
| Successor | Predecessor | Adjustments | Pro Forma | |||||||||||||
| Revenue | $ |
|
$ | $ | $ |
|
||||||||||
| Cost of revenue |
|
|
||||||||||||||
| Gross profit |
(
|
) |
(
|
) | ||||||||||||
| Operating expenses |
|
|
|
|||||||||||||
| Interest expense (income) |
(
|
) |
|
(
|
) | |||||||||||
| Net Income (loss) | $ |
(
|
) | $ |
(
|
) | $ | $ |
(
|
) | ||||||
The Company computes basic net income per share using the weighted-average number of shares of common stock outstanding. Diluted net income per share amounts are calculated using the treasury stock method for equity-based compensation awards. In all periods presented, the Company has not issued any share based compensation to employees and therefore does not have any related dilution. Further, any shares issued as well as warrants would be considered anti-dilutive and therefore have been excluded from the calculation. The following is a reconciliation of the numerator and denominator in the basic and diluted net income per common share computations for the Successor entity:
|
Three
months ended
September 30, 2025 |
September
25 to
September 30, 2024 |
Nine
months ended
September 30, 2025 |
September
25 to
September 30, 2024 |
|||||||||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Weighted-average common shares outstanding – basic and diluted | ||||||||||||||||
| Net loss per share: | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
Note 11— Capital structure
Common Stock – The Successor has shares of Common Stock, par value $ authorized and has issued shares of its common stock as of September 30, 2025. The changes to equity in the current period include:
| ● | shares issued for advisory services including shares for investor relations services with a fair market value of $ per share, shares for financial advisory services with a fair market value of $ per share and shares for advisory services with a fair market value of $ per share. The total amount recorded in stockholder’s equity for these transactions was $1,007,000. | |
| ● |
issued at $
per share and sold to outside investors at the expected price of the public offering. The Company has a receivable of $
|
Preferred Stock – The Successor has shares of preferred stock, par value $ authorized and has issued preferred shares.
Common
Stock Payable
– The Successor committed
shares as of September 30, 2025 with a fair value of $
per share, or $
Warrants
– In April 2024, the Company issued
Note 12— Subsequent events
In accordance with ASC Topic 855-10, the Company has analyzed its operations through November 14, 2025, which is the date these financial statements were available to be issued.
On
October 15, 2025, the Company drew the remaining $
| 12 |
Item 2. Management’s discussion and analysis of financial condition and results of operations.
Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read together with the MD&A presented in the Registration Statement on Form S-1 for the year ended December 31, 2024 (the “Annual Report”) and the unaudited condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”), which include additional information about our accounting policies, practices and the transactions underlying our financial results.
Overview and Business Trends
Caring Brands, Inc., a Nevada corporation (“Caring Brands” and together with its subsidiaries, the “Company,” or “we”), is a wellness consumer products company. We offer several over-the-counter, or (OTC) and cosmetic, consumer products. Our product pipeline includes a diverse range of products, such as hair loss treatments, Eczema and Psoriasis Treatments, vitiligo solutions, and a Jellyfish sting protective suncare line, that cater to different health and wellness needs. Our method of operation is to ensure that (1) the mechanism of action of all products is established, (2) efficacy is determined through controlled clinical trials, (3) products are protected by issued and filed patents, and (4) products have acceptable commercial stability.
Results of operations
The following table sets forth our consolidated statements of operations data in dollars for the periods presented:
| Successor | Successor | Predecessor | Successor | Successor | Predecessor | |||||||||||||||||||
| Three months ended September 30, 2025 | September 25 to September 30, 2024 | July 1 to September 24, 2024 | Nine months ended September 30, 2025 | September 25 to September 30, 2024 | January 1 to Sep. 24, 2024 | |||||||||||||||||||
| Net sales | $ | 740 | $ | — | $ | — | $ | 3,795 | $ | — | $ | — | ||||||||||||
| Cost of sales | 292 | — | — | 1,692 | — | — | ||||||||||||||||||
| Gross profit | 448 | — | — | 2,103 | — | — | ||||||||||||||||||
| Selling, general and administrative expenses | 999,923 | 428,906 | 156,091 | 2,200,504 | 428,906 | 654,573 | ||||||||||||||||||
| Operating income | (999,475 | ) | (428,906 | ) | (156,091 | ) | (2,198,401 | ) | (428,906 | ) | (654,573 | ) | ||||||||||||
| Interest expense (income), net | 19,293 | — | 67 | 19,720 | — | ) | 67 | |||||||||||||||||
| Net loss | $ | (1,018,768 | ) | $ | (428,906 | ) | $ | (156,158 | ) | $ | (2,218,121 | ) | $ | (428,906 | ) | $ | (654,640 | ) | ||||||
| Net income per share: | ||||||||||||||||||||||||
| Basic | $ | (0.08 | ) | $ | (0.03 | ) | $ | n/a | $ | (0.17 | ) | $ | (0.03 | ) | $ | n/a | ||||||||
| Diluted | $ | (0.08 | ) | $ | (0.03 | ) | $ | n/a | $ | (0.17 | ) | $ | (0.03 | ) | $ | n/a | ||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||
| Basic | 13,436,925 | 12,776,667 | n/a | 13,330,451 | 12,776,667 | n/a | ||||||||||||||||||
| Diluted | 13,436,925 | 12,776,667 | n/a | 13,330,451 | 12,776,667 | n/a | ||||||||||||||||||
Comparison of the three months ended September 30, 2025 to the three months ended September 30, 2024
Net sales and Cost of Sales
Net sales and Cost of Sales in the three months ended September 30, 2025 were inconsequential and in the period of July 1, 2024 to September 24, 2024 (“Predecessor QTD Period”) and the period of September 25, 2024 to September 30, 2024 (“Successor 2024 Period”) the Company had no revenue. The Company is still in process of developing and commercializing its products.
Selling, general and administrative expenses
SG&A expenses were $999,923 for the three months ended September 30, 2025, as compared to $156,091 for the Predecessor QTD Period and $428,906 for the Successor 2024 Period. The increase in SG&A was primarily a result of issuing shares in exchanges for consulting and investor relations services. The main components of SG&A in the current period were $526,398 for legal, accounting and consulting services, $179,005 of investor relations services and $195,663 of payroll and benefits expenses. The increase in professional and investor relations services was primarily as a result of the potential uplisting from the OTC market to NASDAQ.
Interest expense, net
Interest expense, net was $19,293 for the three months ended September 30, 2025, as compared to $67 for the Predecessor QTD Period and Successor 2024 Period. Interest expense in 2025 was primarily related to the new term loan with Greentree Financial Group, Inc. and the Related Party Loans as discussed in Note 7-Debt.
Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024
Net sales and Cost of Sales
Net sales and Cost of Sales in the nine months ended September 30, 2025 were inconsequential and in the period of January 1, 2024 to September 24, 2024 (“Predecessor YTD Period”) and the period of September 25, 2024 to September 30, 2024 (“Successor 2024 Period”) the Company had no revenue. The Company is still in process of developing and commercializing its products.
Selling, general and administrative expenses
SG&A expenses were $2,200,504 for the nine months ended September 30, 2025, as compared to $654,573 for the Predecessor YTD Period and $428,906 for the Successor 2024 Period. The increase in SG&A was primarily a result of issuing shares in exchanges for consulting and investor relations services. The main components of SG&A in the current period were $1,270,008 for legal, accounting and consulting services, $225,000 of intangible asset amortization expense, $185,340 of investor relations services and $445,197 of payroll and benefits expenses. The increase in professional and investor relations services was primarily as a result of the potential uplisting from the OTC market to NASDAQ.
Interest expense, net
Interest expense, net was $19,720 for the nine months ended September 30, 2025, as compared to $67 for the Predecessor YTD Period and income of $0 for the Successor 2024 Period. Interest expense in 2025 was primarily related to the new term loan with Greentree Financial Group, Inc. and the Related Party Loans as discussed in Note 7-Debt.
| 13 |
Financial condition, liquidity and capital resources
Overview
As of September 30, 2025, we had $16,123 of cash and cash equivalents. In addition, as of September 30, 2025, we had borrowing capacity of $80,000 under our Term Loan agreement with Greentree Financial Group, Inc.
Our primary cash needs are for working capital related to salaries and other professional services. The current amount of cash will not support the Company’s plans and initiatives, however the Company is in process of completing in public offering of shares of which, approximately $4.0 million is expected to be raised. These funds will provide enough liquidity through the next twelve months and allow the Company to invest in growing and developing its products. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all.
Our ability to meet our operating, investing and financing needs depends to a significant extent on our future financial performance, which will be subject in part to general economic, competitive, financial, regulatory and other factors that are beyond our control, including those described elsewhere in Part II, Item 1A “Risk factors.”
Cash flows
| Successor | Successor | Predecessor | ||||||||||
|
Nine
months ended
Sep. 30, 2025 |
Sep. 25, 2024 to Sep. 30, 2024 | Jan. 1, 2024 to Sep. 24, 2024 | ||||||||||
| Net cash (used in) provided by: | ||||||||||||
| Operating activities | $ | (631,875 | ) | $ | (15 | ) | $ | (551,743 | ) | |||
| Investing activities | — | 608,596 | — | |||||||||
| Financing activities | 179,000 | — | 666,232 | |||||||||
Cash (used in) provided by operating activities
For the nine months ended September 30, 2025 net cash used in operating activities was $631,875. This included a net loss of $2,218,121 offset by non-cash expenses related to amortization of intangible assets of $225,000, shares issued for services of $1,007,000, and amortization of deferred financing costs of $1,863. This was offset by a change in working capital of $337,720.
For the Predecessor YTD period and the Successor 2024 period, net cash used in operating activities was $551,743 and $15 respectively. For the Predecessor YTD period this included a net loss of $654,640 offset by a change in working capital of $102,897. For the Successor 2024 period, the net loss was $428,906 which included $400,000 of shares issued for services and $6,849 of intangible asset amortization. This was offset by a favorable change in working capital of $22,042
Cash used in investing activities
For the nine months ended September 30, 2025 and the Predecessor YTD, the Company did not have cash used for investing activities. For the Successor 2024 Period the only activity was cash acquired as a result of the reverse merger of $608,596.
Cash (used in) provided by financing activities
For the nine months ended September 30, 2025 net cash provided by investing activities was $179,000. This included a proceeds of $75,000 from related party loans, $98,000 from a term loan with Greentree Financial Group, Inc. and $6,000 from the sale of common stock.
For the Predecessor YTD period net cash provided by financing activities was $666,232 was entirely made up of affiliate loans between Caring Brands Florida and Nevada. There were no financing activities in the Successor 2024 period.
Contractual obligations and commitments
There are no fixed forward agreements for lease expense, license fees, or capital expenditures.
Off-balance sheet arrangements
We are not party to any off-balance sheet arrangements.
Critical accounting policies and estimates
The MD&A is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these unaudited condensed consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in the Annual Report.
Recent accounting pronouncements
Recent accounting pronouncements are disclosed in Note 2 to our unaudited condensed consolidated financial statements.
Item 3. Quantitative and qualitative disclosures about market risk.
There have been no material changes to our primary risk exposures or management of market risks from those disclosed in the Annual Report.
| 14 |
Item 4. Controls and procedures.
Evaluation of disclosure controls and procedures over financial reporting
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2025.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not yet fully effective because we are a newly public company and are in the process of designing and implementing our disclosure controls and procedures to comply with the requirements of the Exchange Act. We are taking steps to establish formal processes and controls and documenting our internal controls and procedures. As part of the preparation of our financial statements, we identified accounting transactions that were not initially recorded when these financial statements were prepared. We believe this represents a material weakness in our internal controls over financial reporting.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As we continue to mature as a public company, we expect to further formalize and enhance our internal control environment. As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, we are not required to provide an auditor’s attestation report on management’s assessment of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.
| 15 |
PART II. OTHER INFORMATION
Item 1. Legal proceedings.
We are from time to time subject to legal proceedings, claims and litigation arising in the ordinary course of business. We are not currently a party to any matters that management expects will have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Item 1A. Risk factors.
There have been no material changes to the risk factors previously disclosed in our Registration Statement filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) on November 14, 2025 in connection with our public offering.
The risk factors described in that filing continue to apply to our business and operations. You should carefully review and consider the information described under “Risk Factors” in that filing, together with the other information in this Quarterly Report on Form 10-Q.
Item 2. Unregistered sales of equity securities and use of proceeds.
Issuer Purchases of Equity Securities
On September 5, 2025 we issued 200,000 shares of our common stock to Genesis One Holdings, LLC in exchange for professional services and 200,000 shares to Greentree Financial Group, Inc., in exchange for professional services. Both agreements have been filed as exhibits to this filing.
Item 3. Defaults upon senior securities.
None.
Item 4. Mine safety disclosures.
None.
Item 5. Other information.
Rule 10b5-1 Trading Arrangement
During the three and nine months
ended September 30, 2025, no director or officer of the Company
| 16 |
Item 6. Exhibits.
| 17 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Caring Brands, Inc. | ||
| Date: November 14, 2025 | By: | /s/ Glynn Wilson |
| Dr. Glynn Wilson | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 14, 2025 | By: | /s/ Tyler Moore |
| Tyler Moore | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 18 |