{"filing":{"accession_number":"0001493152-26-040102","cik":"0002020737","ticker":"CABR","company_name":"Caring Brands, Inc.","form":"8-K","filing_date":"2026-08-25","report_date":"2026-08-21","primary_document":"form8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2020737/000149315226040102/form8-k.htm"},"events":[{"id":29567,"run_id":27077,"accession_number":"0001493152-26-040102","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"Caring Brands entered into a Securities Purchase Agreement on August 21, 2026, to issue up to 11,000 shares of Series B Convertible Preferred Stock and 22,000,000 warrants in a private placement for $11 million in gross proceeds under Section 4(a)(2) and Regulation D. The transaction carries significant dilution potential with aggregate shares issuable capped at 19.99% of outstanding common stock, requiring stockholder approval to exceed this threshold.","company_name":"Caring Brands, Inc.","ticker":"CABR","filing_date":"2026-08-25","form":"8-K","submitted_at":null,"items":[{"id":31889,"accession_number":"0001493152-26-040102","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Caring Brands entered into a Securities Purchase Agreement on August 21, 2026, to issue up to 11,000 shares of Series B Convertible Preferred Stock (convertible at $0.70 per share) and 22,000,000 warrants in a private placement for $11 million in gross proceeds. The transaction is structured as an unregistered offering under Section 4(a)(2) and Regulation D, with significant dilution potential: the aggregate shares issuable upon conversion and warrant exercise are capped at 19.99% of outstanding common stock (the \"Exchange Cap\"), requiring stockholder approval to exceed this threshold. This is a classic dilutive private placement with convertible securities and warrants, materially affecting existing shareholders through dilution and anti-dilution protections favoring the new investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T21:29:43.559420+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31890,"accession_number":"0001493152-26-040102","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) and Regulation D Rule 506, with investors representing accredited investor status and no general solicitation. The reference to Item 1.01 (which typically describes the transaction details) and the explicit statement that securities \"have not been registered under the Securities Act\" confirms this is a private placement of equity. Such dilutive issuances are material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T21:29:43.559420+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":29568,"run_id":27077,"accession_number":"0001493152-26-040102","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Caring Brands filed an amended and restated certificate of designation for Series B Convertible Preferred Stock with Nevada's Secretary of State on August 25, 2026, to correct inadvertently omitted amendments from the August 21, 2026 filing. This is a routine administrative correction to preferred stock designation documents.","company_name":"Caring Brands, Inc.","ticker":"CABR","filing_date":"2026-08-25","form":"8-K","submitted_at":null,"items":[{"id":31891,"accession_number":"0001493152-26-040102","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure concerns amendments to certificates of designation for preferred stock series filed with Nevada's Secretary of State. While the filing involves corporate governance documents (articles of incorporation/bylaws), the substance is a technical correction to previously filed certificates of designation—specifically, an amended and restated certificate filed on August 25, 2026 to correct inadvertently omitted amendments from the August 21, 2026 filing. This is a routine administrative correction to preferred stock designation documents rather than a material governance event affecting investor rights or capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T21:29:43.559420+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":31889,"accession_number":"0001493152-26-040102","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Caring Brands entered into a Securities Purchase Agreement on August 21, 2026, to issue up to 11,000 shares of Series B Convertible Preferred Stock (convertible at $0.70 per share) and 22,000,000 warrants in a private placement for $11 million in gross proceeds. The transaction is structured as an unregistered offering under Section 4(a)(2) and Regulation D, with significant dilution potential: the aggregate shares issuable upon conversion and warrant exercise are capped at 19.99% of outstanding common stock (the \"Exchange Cap\"), requiring stockholder approval to exceed this threshold. This is a classic dilutive private placement with convertible securities and warrants, materially affecting existing shareholders through dilution and anti-dilution protections favoring the new investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T21:29:43.559420+00:00","company_name":"Caring Brands, Inc.","ticker":"CABR","filing_date":"2026-08-25"},{"id":31890,"accession_number":"0001493152-26-040102","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) and Regulation D Rule 506, with investors representing accredited investor status and no general solicitation. The reference to Item 1.01 (which typically describes the transaction details) and the explicit statement that securities \"have not been registered under the Securities Act\" confirms this is a private placement of equity. Such dilutive issuances are material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T21:29:43.559420+00:00","company_name":"Caring Brands, Inc.","ticker":"CABR","filing_date":"2026-08-25"},{"id":31891,"accession_number":"0001493152-26-040102","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure concerns amendments to certificates of designation for preferred stock series filed with Nevada's Secretary of State. While the filing involves corporate governance documents (articles of incorporation/bylaws), the substance is a technical correction to previously filed certificates of designation—specifically, an amended and restated certificate filed on August 25, 2026 to correct inadvertently omitted amendments from the August 21, 2026 filing. This is a routine administrative correction to preferred stock designation documents rather than a material governance event affecting investor rights or capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T21:29:43.559420+00:00","company_name":"Caring Brands, Inc.","ticker":"CABR","filing_date":"2026-08-25"}]}