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Caring Brands (NASDAQ: CABR) lowers quorum, appoints founder as interim CFO

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Caring Brands, Inc. reported two governance changes. The Board amended the company’s bylaws so that stockholders holding thirty-three and one-third percent (33 1/3%) of outstanding capital stock entitled to vote now constitute a quorum for stockholder meetings, instead of a majority. The Board also appointed founder and Chairman Brian John, age 56, to serve as Interim Chief Financial Officer and to act as principal financial officer and principal accounting officer, effective March 30, 2026. As of this filing, his existing compensation arrangements remain unchanged in connection with this interim appointment.

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Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New quorum requirement 33 1/3% of outstanding capital stock Stockholders entitled to vote required to constitute a quorum after bylaw amendment
Prior quorum standard Majority of outstanding capital stock Previous threshold for stockholder meeting quorum before bylaw amendment
Brian John age 56 years Age of founder and newly appointed Interim Chief Financial Officer
Board approval date March 29, 2026 Date Board approved bylaw amendment and Brian John’s interim CFO appointment
Interim CFO effective date March 30, 2026 Effective date of Brian John’s role as Interim Chief Financial Officer
quorum regulatory
"shall constitute a quorum (Section 2.06 of the Bylaws)"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
principal financial officer financial
"designated him as principal financial officer and principal accounting officer"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
principal accounting officer financial
"designated him as principal financial officer and principal accounting officer"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
emerging growth company regulatory
"Emerging growth company Item 3.03 Material Modification to Rights"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Material Modification to Rights of Security Holders regulatory
"Item 3.03 Material Modification to Rights of Security Holders."
Understanding 8-K Material Events →
false --12-31 0002020737 0002020737 2026-03-29 2026-03-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): March 29, 2026

 

Caring Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-42941   99-4103908

(State or other jurisdiction

of 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 ☒

 

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. ☐

 

 

 

 
 

 

Item 3.03 Material Modification to Rights of Security Holders.

 

On March 29, 2026, the Board of Directors (the “Board”) of Caring Brands, Inc. (the “Company”) approved and adopted an amendment (the “Amendment”) to the Company’s bylaws (the “Bylaws”) which reduces the number of shares required to constitute a quorum at a stockholders meeting of the holders of shares of the outstanding capital stock of the Company to provide that stockholders holding thirty-three and one-third percent (33 1/3%) of the Company’s outstanding capital stock entitled to vote at such meeting shall constitute a quorum (Section 2.06 of the Bylaws).

 

Prior to the Amendment to the quorum requirements of the Bylaws as discussed above, the presence, in person or by proxy, of the holders of a majority of the outstanding capital stock entitled to vote at the meeting would constitute a quorum for the transaction of business at such meeting. The change to the quorum requirement for shareholder meetings was made to improve the Company’s ability to hold shareholder meetings when called.

 

The foregoing description of the Amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 hereto 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 Interim Chief Financial Officer

 

On March 29, 2026, the Board approved the appointment of Mr. Brian John, the company’s Chief Investment Officer and Chairman of the Board to serve as the Interim Chief Financial Officer of the Company and designated him as principal financial officer and principal accounting officer of the Company, effective as of March 30, 2026.

 

Mr. John, 56, is our founder and has served the Company in various roles since May 2024. He was appointed to act as the Interim Chief Financial officer to the Company effective March 30, 2026. For the past 20 years, Brian has been an investor and advisor to companies around the globe. He is the founder of Caro Partners, LLC, a financial consulting firm specializing in assisting emerging growth companies primarily in the sub- $100 million space and has worked with hundreds of companies in dozens of countries over the last 25 years. He also served on the board of directors of The Learning Center at the Els Center of Excellence–a school for children with autism in Jupiter, Florida from its opening until 2023. Mr. John founded and was CEO of Jupiter Wellness, now Safety Shot (NASDAQ: SHOT), He purchased SRM Entertainment in 2021 that now trades (NASDAQ: SRM) and was the CEO OF Jupiter Wellness Acquisition Corp NASDAQ: JWAC now CJET). Mr. John was appointed due to his proven track record in driving business growth, his entrepreneurial spirit, and his ability to navigate complex financial landscapes. His deep understanding of markets and his experience in successfully launching and managing publicly traded companies make him uniquely qualified to lead the company’s strategic initiatives.

 

There are no family relationships between Mr. John and any director or executive officer of the Company, and other than disclosed in the Company’s public filings with the Securities and Exchange Commission, there are no transactions between Mr. John and the Company that require disclosure pursuant to Item 404 of Regulation S-K.

 

As of the date of filing of this Current Report on Form 8-K, no material changes to Mr. John’s existing compensation arrangements have been made in connection with his appointment as Interim Chief Financial Officer.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
     
3.1   Amendment to the Bylaws of the Company
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: March 31, 2026 Caring Brands, Inc.
     
  By: /s/ Glynn Wilson
  Name: Dr. Glynn Wilson
  Title: Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Caring Brands (CABR) make to its quorum requirement?

Caring Brands amended its bylaws so that stockholders holding thirty-three and one-third percent (33 1/3%) of outstanding capital stock entitled to vote now constitute a quorum, instead of requiring a majority of voting shares present, aiming to make it easier to hold shareholder meetings.

Who was appointed Interim Chief Financial Officer at Caring Brands (CABR)?

The Board appointed founder and Chairman Brian John as Interim Chief Financial Officer, effective March 30, 2026. He will also serve as principal financial officer and principal accounting officer, adding to his existing roles as Chief Investment Officer and Chairman of the Board.

When does Brian John’s Interim CFO role at Caring Brands (CABR) become effective?

Brian John’s appointment as Interim Chief Financial Officer of Caring Brands is effective March 30, 2026. The Board approved his appointment on March 29, 2026, expanding his responsibilities to include principal financial officer and principal accounting officer duties.

Did Caring Brands (CABR) change Brian John’s compensation for becoming Interim CFO?

As of the date of this filing, Caring Brands reports no material changes to Brian John’s existing compensation arrangements in connection with his appointment as Interim Chief Financial Officer, indicating his interim role currently uses his prior compensation framework.

What experience does Caring Brands (CABR) Interim CFO Brian John bring to the role?

Brian John has roughly two decades of experience as an investor and advisor to emerging growth companies through Caro Partners, LLC and has founded or led several Nasdaq-listed companies, bringing extensive public-company and capital markets experience to Caring Brands’ interim finance leadership.

Filing Exhibits & Attachments

4 documents

Other Documents