Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 19, 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 3,789,474 shares of its Series A Convertible Preferred Stock par value $0.001 per share, stated value $3,789,474 per share (the "Series A Preferred Stock"), equating to 3,789.74 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 9,473,685 warrants (the "Common Warrants") to acquire up to 9,473,685 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 $3,600,000. 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 March 19, 2026, with aggregate gross proceeds totaling approximately $3.6 million. The Company intends to use $3.075 million of the net proceeds from the PIPE Offering to retire an aggregate of 6,250,000 shares of the Company's Common Stock owned by certain Insiders, pursuant to Stock Purchase Agreements, dated as of March 19 2026 (the "Share Redemption Agreement") and the remainder of the proceeds shall be used for general corporate and working capital purposes. The aggregate of 6,250,000 shares consists of (i)1,500,000 shares from Dr. Glynn Wilson, the Company's Chief Executive Officer; (ii) 1,250,000 shares from Brnan John, the Company's Chairman; and (iii) 3,500,000 shares from NovoDX, Inc. These redemptions would reduce the total amount of shares of common stock outstanding from 14,761,925 shares to 8,511,925 shares of common stock.

The Purchaser shall have the right, exercisable at any time and from time to time, to purchase up to $4.0 million of additional shares of Series A Preferred Stock and Warrants from the Company (the AIR"), provided that any AIR may only be exercised in an amount of the AIR and shall have the same terms as the Series A Preferred Stock and Common Warrants , except that the Conversion Price and Exercise Price of the additional shares of Series A Preferred Stock and Common Warrants issued pursuant to the AIR shall be equal to the lower of (i) 90% of the arithmetic average of the five lowest closing trading prices occurring any time during the ten days prior to the Purchaser exercising an AIR pursuant to the terms of the Securities Purchase Agreement and (ii) the lowest Conversion Price and Exercise Price for any previously issued Series A Preferred Stock or Common Warrants pursuant to the Securities Purchase Agreement.

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 CommonWarrants 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 CommonWarrants) 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.

Pursuant to the Securities Purchase Agreement, for a period of twelve (12) months after the closing date, the Purchaser shall have the right of first refusal to participate with respect to any offering involving (i) future equity or equity-linked securities of the Company or (ii) debt of the Company, which is convertible into equity or in which there is an equity component for up to 50% of any such new financing.