Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On July 10, 2026, Caring Brands, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with one accredited investor (the "Purchaser") for a private investment in public equity (the "PIPE Offering") of 443.2133 shares of its Series A Convertible Preferred Stock par value $0.001 per share, with a stated value $1,000.00 per share (the "Series A Preferred Stock"), equating to 443.213 Series A Convertible Preferred Shares which equates to a purchase price of $950 per share of Series A Preferred Stock with a stated value of $1,000 per share, after factoring in an original issue discount ("OID") of 5%. The Series A Preferred Stock is convertible into common stock.at a conversion price of $0.40 per share. The Company also issued an aggregate of 1,052,632 warrants (the "Common Warrants") to acquire up to 1,052,632 shares of Common Stock at an exercise price of $0.40 per share. The Common Warrants issued in the PIPE Offering are exercisable immediately and will expire five years from the date of issuance. The exercise of the Common Warrants and the conversion of the Series A Preferred Stock are both subject to beneficial ownership limitations set by the holder. The aggregate purchase price was $400,000. In addition, the Company will not issue any shares upon the exercise of the Warrants or the conversion of the Series A Preferred Stock to the extent that the aggregate issuances thereunder would exceed an aggregate of 19.99% of the Company's outstanding shares of common stock without first obtaining shareholder approval.

The PIPE Offering closed on July 10, 2026, with aggregate gross proceeds totaling approximately $400,000. The Company intends to use $150,000 of the net proceeds from the PIPE Offering to retire an aggregate of 150,000 shares of the Company's Common Stock owned by BK Investments LLC, an entity owned by Brian John, the Company's Chairman and acting Chief Financial Officer, pursuant to a Stock Purchase Agreement, dated as of July 10, 2026 (the "Share Redemption Agreement") and the remainder of the proceeds shall be used for general corporate and working capital purposes.

The exercise price and number of shares of Common Stock issuable upon exercise of the PIPE Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock and the exercise price. Subject to limited exceptions, the Purchaser may not exercise any portion of the Common Warrants to the extent that the Investor would beneficially own more than 4.99% of the outstanding Common Stock after exercise. In the event of certain fundamental transactions, the holder of the Common Warrants A will have the right to receive the Black Scholes Value (as defined in the Common Warrants) of its Common Warrants calculated pursuant to a formula set forth in the Common Warrants, payable in cash. There is no trading market available for the Series A Preferred Stock or Common Warrants on any securities exchange or nationally recognized trading system. The Company does not intend to list the Series A Preferred Stock or Common Warrants on any securities exchange or nationally recognized trading system.