Business Context and Reporting Period
Caring Brands, Inc. (CABR), a Nevada corporation listed on The Nasdaq Stock Market LLC, filed this Form 8-K on January 5, 2026, reporting events occurring on December 31, 2025. The company is classified as an emerging growth company.
Key Financial Metrics
This filing is a Current Report regarding a material definitive agreement and does not contain audited financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for the reporting period. The filing text does not provide a clear value for these metrics.
Material Changes and Agreements
On December 31, 2025, the Company entered into an exclusive, worldwide License Agreement with Itonis Pharmaceuticals for the homeopathic product "Emesyl." Key terms include:
- Royalty Obligation: Caring Brands must pay Itonis a royalty of 8% of Net Sales, payable quarterly within 30 days after the end of each calendar quarter.
- Equity Incentive: For every $200,000 in Product sales reached, Caring Brands is entitled to receive 7% of Itonis's equity, subject to agreement terms.
- Manufacturing: Caring Brands will manufacture the Product at its own cost, though Itonis may supply the product by mutual consent.
- Performance Threshold: Exclusive rights will terminate if Product sales are $25,000 or less for four consecutive quarters following the first full calendar quarter after product launch.
- Deliverables: Itonis is expected to provide a technical summary, including formulation, sourcing, and regulatory data, within 60 days of execution.
Outlook, Risks, and Contingencies
The agreement requires the Company to use commercially reasonable efforts to market, manufacture, and sell the Product. The filing notes that the agreement may be terminated by either party for a material breach not cured within the applicable period. The Company's ability to retain exclusive rights is contingent upon meeting minimum sales thresholds post-launch. No specific guidance or management commentary regarding future financial performance was included in this filing.
Investor Verification Checklist
- Verify the definition of "Net Sales" in the full text of the License Agreement (Exhibit 10.1) to understand the royalty calculation base.
- Confirm the specific terms and conditions governing the 7% equity stake in Itonis Pharmaceuticals.
- Review the technical summary and regulatory data to be provided by Itonis to assess product launch feasibility.
- Monitor future quarterly reports to track if the $25,000 sales threshold is met to avoid termination of exclusive rights.