Form 8-K

8-K — Caring Brands, Inc.

Accession: 0001493152-26-042225

Filed: 2026-09-10

Period: 2026-09-03

CIK: 0002020737

SIC: 2844 (PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): September 3, 2026

Caring

Brands, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42941

99-4103908

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

130

S Indian River Drive,

Suite

202 pbm# 1232,

Fort

Pierce, FL 34950

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (561) 896-7616

Not

Applicable

(Former name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

CABR

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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. ☐

Item

1.01. Entry into a Material Definitive Agreement.

September 3, 2026, Caring Brands, Inc., a Nevada corporation (the “Company”), entered into a Consulting Services Agreement

with Myall Luna Ventures Inc. (“Myall Luna”), effective as of September 2, 2026 (the “Consulting Agreement”).

Mr. Brian R. Meadows is the President of Myall Luna.

Under

the Consulting Agreement, Myall Luna will provide financial and accounting management services to support the Company’s cash flow

management, financial reporting and other public company services reasonably requested by the Company’s Chief Financial Officer.

Myall Luna will coordinate its work with the Chief Financial Officer, and the Company retains responsibility for management decisions,

approvals, internal controls and its financial statements and public disclosures.

The

Consulting Agreement has a term from September 2, 2026 through September 1, 2027 and does not renew automatically. The Company will pay

Myall Luna a monthly fee of $10,000, payable in advance, and reimburse reasonable out-of-pocket expenses approved in writing in advance

by the Chief Financial Officer. Either party may terminate the Consulting Agreement for any reason upon at least 30 days’ written

notice. Upon termination, fees are earned on a daily pro rata basis through the termination date, and Myall Luna must refund any unearned

prepaid amounts.

The

foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement,

which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Appointment

of Director

August 28, 2026, the Nominating And Corporate Governance Committee of the Company’s Board of Directors (the “Board”)

unanimously approved the proposed appointment of Brian R. Meadows as a director of the Company, and recommended that the Board approve

the appointment.

September 3, 2026, the Board approved Mr. Meadows’ appointment. His appointment became effective on September 4, 2026. The Board

has determined that Mr. Meadows is an independent director under Nasdaq Listing Rule 5605(a)(2), after considering the Consulting Agreement

and his relationship with Myall Luna.

Mr.

Meadows has served as Chief Financial Officer of Jones Soda Co. since 2025. He previously served as Chief Financial Officer of Trubar

Inc. from December 2020 to December 2024 and of Atmofizer Technologies Inc. from November 2021 to August 2026. Earlier in his career,

he held senior financial, operational and strategic roles at GLG Life Tech Corporation and TELUS. Mr. Meadows holds a Master of Business

Administration from the University of Glasgow and a Bachelor of Business Administration from Wilfrid Laurier University, and holds CPA

(CMA) and CFA designations.

Director

Compensation and Other Arrangements

The

Company and Mr. Meadows entered into an Independent Director’s Agreement, dated as of September 4, 2026, in relation to his appointment

as a director of the Company (the “Director Agreement”). The Director Agreement provides for an annual grant of options to

purchase 25,000 shares of the Company’s common stock under the Company’s Equity Incentive Plan (“Plan”). The

options will have an exercise price equal to the market price of the Company’s common stock at issuance and will expire five years

after issuance, subject to the applicable stock option agreement and Plan.

The

Director Agreement also other customary terms, including confidentiality, non-compete, reimbursement of expenses, indemnification, and

insurance coverage. It commences upon Mr. Meadows’ appointment and continues until his removal or resignation.

The

information regarding the Consulting Agreement set forth in Item 1.01 above is incorporated by reference into this Item 5.02.

Other

than the agreements described above, there are no arrangements or understandings between Mr. Meadows and any other person pursuant to

which he was selected as a director. There are no family relationships between Mr. Meadows and any director or executive officer of the

Company. Except for the Consulting Agreement described above, there are no transactions involving Mr. Meadows that are required to be

disclosed under Item 404 of Regulation S-K.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are being filed herewith:

Exhibit

No.

Description

3.1

Consulting Services Agreement, by and between Caring Brands, Inc. and Myall Luna Ventures Inc.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

September 10, 2026

Caring

Brands, Inc.

By:

/s/

Glynn Wilson

Name:

Dr.

Glynn Wilson

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

CONSULTING

SERVICES AGREEMENT

Effective

September 2, 2026

This

Consulting Services Agreement (the “Agreement”) is made effective as of September 2, 2026 (the “Effective Date”)

by and between:

Company

Caring

Brands, Inc.

130

S Indian River Dr., Suite 202 pbm# 1232

Fort

Pierce, FL 34950

Consultant

Myall

Luna Ventures Inc.

1103-11871 Horseshoe Way

Richmond,

BC V7A 5H5, Canada

The

parties agree as follows:

Services

Consultant

will provide financial and accounting management services to support the Company’s cash flow management, financial reporting, and

other public company services identified and reasonably requested by the Company’s Chief Financial Officer (the “CFO”).

Consultant will coordinate its work with the CFO and other Company personnel designated by the CFO.

Standard of Performance

Consultant

will perform the Services professionally, diligently, and in accordance with applicable laws and the Company’s reasonable policies

communicated to Consultant. The Company retains responsibility for management decisions, approvals, internal controls, and the final

form and filing of its financial statements and public disclosures. Unless separately agreed in writing, the Services do not constitute

an audit, review, legal opinion, or tax opinion.

Term

The

term of this Agreement begins on September 2, 2026 and continues through September 1, 2027, unless terminated earlier in accordance with

Section 8. The Agreement does not renew automatically.

Compensation and Payment

The

Company will pay Consultant a monthly fee of US$10,000, payable in advance. The initial monthly fee is due on the Effective Date. Each

subsequent monthly fee is due on the first day of the applicable month. Consultant will provide any invoice or payment information reasonably

requested by the Company. Amounts not disputed in good faith are payable without setoff or deduction, except for withholding required

by law. The Consultant shall invoice the company for each month of services to be provided.

Expenses

The

Company will reimburse Consultant for reasonable out-of-pocket expenses incurred in providing the Services only if the CFO approves the

expense in writing in advance. Consultant will provide reasonable supporting documentation for reimbursement.

Page 1

Independent Contractor

Consultant

is an independent contractor and not an employee, partner, joint venturer, or agent of the Company. Consultant is responsible for its

own taxes, insurance, personnel, and business expenses. Consultant may not bind the Company or incur obligations on its behalf unless

expressly authorized in writing.

Confidentiality and Company Property

Consultant

will keep confidential and use only to perform the Services all non-public information received from or concerning the Company. This

obligation does not apply to information that is publicly available through no breach of this Agreement, was lawfully known to Consultant

without restriction, is received lawfully from a third party without restriction, or must be disclosed by law. Upon request or termination,

Consultant will promptly return or securely destroy Company property and confidential information, subject to ordinary archival copies

maintained for legal or compliance purposes. Consultant will comply with applicable securities laws and will not trade in the Company’s

securities while aware of material non-public information.

Termination

Either

party may terminate this Agreement for any reason by giving the other party at least 30 days’ written notice. The parties will

continue to perform their obligations during the notice period unless they agree otherwise in writing. On termination, the Company will

pay Consultant for Services performed and approved expenses incurred through the effective termination date. Any prepaid monthly fee

will be earned on a daily pro rata basis through that date, and Consultant will promptly refund any unearned balance.

Work Product

Upon

payment of the applicable fees, reports, schedules, analyses, and other deliverables created specifically for the Company under this

Agreement will belong to the Company. Consultant retains ownership of its pre-existing materials, methods, templates, and general know-how,

but grants the Company a perpetual, non-exclusive, royalty-free license to use any such material incorporated into a deliverable as necessary

to use that deliverable.

10.

Notices

under this Agreement must be in writing and delivered personally, by nationally recognized courier, or by email with confirmation of

receipt, to the addresses shown above and to any email address or replacement address later designated in writing. A notice is effective

when received.

11.

Governing Law

This

Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The parties consent to the exclusive

jurisdiction of the state and federal courts located in Florida for disputes arising from this Agreement.

12.

General

This

Agreement is the entire agreement between the parties concerning the Services and supersedes prior discussions or understandings on that

subject. Any amendment or waiver must be in writing and signed by both parties. Neither party may assign this Agreement without the other

party’s written consent, except that the Company may assign it in connection with a merger, reorganization, or sale of substantially

all of its relevant business or assets. If any provision is unenforceable, the remaining provisions remain effective. Sections that by

their nature should survive termination, including confidentiality, ownership, payment obligations, and governing law, will survive.

This Agreement may be signed in counterparts and by electronic signature, each of which is deemed an original.

Page 2

AGREED

AND ACCEPTED

CARING BRANDS, INC.

By:

Name:

Title:

Date:

MYALL LUNA VENTURES INC.

By:

Name:

Brian Meadows

Title:

President

Date:

September 3, 2026

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