UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ______ to ______

Commission File Number: 001-42941

CARING BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada		99-4103908
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

130 S Indian River Dr.

Suite 202 pbm# 1232

Fort Pierce, FL 34950

(Address of principal executive offices)(Zip code)

(561) 896-7616

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CABR		NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non- accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of August 13, 2026 was 10,368,226 shares.

Caring Brands, Inc.

Form 10-Q

For the Quarter ended June 30, 2026

Table of Contents

PART I. FINANCIAL INFORMATION	1
Item 1. Financial statements (unaudited)	1
Condensed consolidated balance sheets (unaudited)	1
Condensed consolidated statements of operations (unaudited)	2
Condensed consolidated statements of mezzanine equity and stockholders’ equity (deficit) (unaudited)	3
Condensed consolidated statements of cash flows (unaudited)	4
Notes to condensed consolidated financial statements (unaudited)	5
Item 2. Management’s discussion and analysis of financial condition and results of operations	21
Item 3. Quantitative and qualitative disclosures about market risk	26
Item 4. Controls and procedures	26
PART II. OTHER INFORMATION	27
Item 1. Legal proceedings	27
Item 1A. Risk factors	27
Item 2. Unregistered sales of equity securities and use of proceeds	28
Item 3. Defaults upon senior securities	28
Item 4. Mine safety disclosures	29
Item 5. Other information	29
Item 6. Exhibits	29
SIGNATURES	30

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, our actual results and the timing of selected events may differ materially. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk factors” in Part II, Item 1A of this Quarterly Report and elsewhere in this Quarterly Report. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

iii

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Form 10-Q

For the Quarter ended June 30, 2026

Table of Contents

PART I. FINANCIAL INFORMATION	1
Item 1. Financial statements (unaudited)	1
Condensed consolidated balance sheets (unaudited)	1
Condensed consolidated statements of operations (unaudited)	2
Condensed consolidated statements of mezzanine Equity and stockholders’ equity (deficit) (unaudited)	3
Condensed consolidated statements of cash flows (unaudited)	4
Notes to condensed consolidated financial statements (unaudited)	5
Item 2. Management’s discussion and analysis of financial condition and results of operations	21

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Caring Brands Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2026			December 31, 2025

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,820,365		$	2,189,232
Inventory, net		12,807			12,807
Prepaid expenses and other current assets		76,451			124,779
TOTAL CURRENT ASSETS		1,909,623			2,326,818

TOTAL ASSETS	$	1,909,623		$	2,326,818

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable		293,805			170,351
Accrued expenses and other current liabilities		90,841			6,493
TOTAL CURRENT LIABILITIES		384,646			176,844

NON CURRENT LIABILITIES
Long-term debt, net		-			58,650
TOTAL NON CURRENT LIABILITIES		-			58,650

TOTAL LIABILITIES	$	384,646		$	235,494

COMMITMENTS AND CONTINGENCIES (Note 8)		-			-

MEZZANINE EQUITY
Series A Convertible Redeemable preferred stock, $0.001 par value, 4,500 shares and 0 shares authorized as of June 30, 2026 and December 31, 2025, respectively, 4,233 shares and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		4,232,686			-
TOTAL MEZZANINE EQUITY		4,232,686			-

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, par value of $0.001 per share; 1,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025	$	-		$	-
Common stock, par value of $0.001 per share; 100,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 9,091,506, and 14,761,925 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively *		9,092			14,762
Additional paid-in capital		6,963,403			9,135,341
Common stock payable		258,780			83,003
Subscription receivable		(800	)		(800	)
Receivable from related party for stock repurchase		(150,000	)		-
Accumulated deficit		(9,788,184	)		(7,140,982	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(2,707,709	)		2,091,324

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,909,623		$	2,326,818

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Caring Brands Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended June 30, 2026			For the Three Months Ended June 30, 2025			For the Six Months Ended June 30, 2026			For the Six Months Ended June 30, 2025

Revenue	$	-		$	1,587		$	-		$	3,056
Cost of revenue		-			722			-			1,400
Gross profit		-			865			-			1,656

Selling, general and administrative expenses		26,187			21,331			114,723			51,490
Payroll expense		414,186			489,114			1,514,886			856,147
Professional service fees		198,364			75,003			730,627			142,945
Depreciation and amortization		-			75,000			-			150,000
Total operating expenses		638,737			660,448			2,360,236			1,200,582

Operating loss		(638,737	)		(659,583	)		(2,360,236	)		(1,198,926	)

Other income (loss)		50			(1,000	)		62			-
Interest income (expense), net		(39	)		-			(287,028	)		(427	)
Total other income (expense)		11			(1,000	)		(286,966	)		(427	)

Net loss	$	(638,726	)	$	(660,583	)	$	(2,647,202	)	$	(1,199,353	)

Accretion to redeemable preferred equity	$	217,753		$	-		$	2,062,360		$	-
Dividends on Series A preferred stock		78,540			-			88,508			-

Net Loss attributable to common stockholders	$	(935,019	)	$	(660,583	)	$	(4,798,070	)	$	(1,199,353	)

Net loss per share attributable to common stockholders - basic	$	(0.10	)	$	(0.05	)	$	(0.41	)	$	(0.09	)
Net loss per share attributable to common stockholders - diluted	$	(0.10	)	$	(0.05	)	$	(0.41	)	$	(0.09	)

Weighted average shares outstanding - basic		8,994,253			13,336,471			11,705,727			13,276,331
Weighted average shares outstanding - diluted		8,994,253			13,336,471			11,705,727			13,276,331

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Caring Brands Inc. and Subsidiaries

Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)

(Unaudited)

	Shares		Amount		Shares			Amount			Capital			payable			Receivable			repurchase			deficit			(Deficit)
																				Receivable from related						Total
											Additional			Common						party for						Stockholders’
	Mezzanine Equity				Common Stock						Paid-in			stock			Subscription			stock			Accumulated			Equity
	Shares		Amount		Shares			Amount			Capital			payable			Receivable			repurchase			deficit			(Deficit)
Balance, December 31, 2024		-		-		13,110,000			13,110			4,541,057			-			-			-			(862,791	)		3,691,376
Balance, December 31, 2024		-		-		13,110,000			13,110			4,541,057			-			-			-			(862,791	)		3,691,376
Restricted stock-based compensation		-		-		225,000			225			224,775			-			-			-			-			225,000
Net loss		-		-		-			-			-			-			-			-			(538,770	)		(538,770	)
Balance, March 31, 2025		-		-		13,335,000			13,335			4,765,832			-			-			-			(1,401,561	)		3,377,606
Issuance of shares		-		-		1,525			2			5,998			-			-			-			-			6,000
Shares sold on subscription						400			-			1,600			-			(1,600	)		-			-			-
Common stock to be issued		-		-		-			-			-			382,000			-			-			-			382,000
Net loss		-		-		-			-			-			-			-			-			(660,583	)		(660,583	)
Balance, June 30, 2025		-		-		13,336,925			13,337			4,773,430			382,000			(1,600	)		-			(2,062,144	)		3,105,023

Balance, December 31, 2025		-		-		14,761,925			14,762			9,135,341			83,003			(800	)		-			(7,140,982	)		2,091,324
Share issued for debt conversion		-		-		299,581			300			350,067			-			-			-			-			350,367
Share issued for common stock payable		-		-		30,000			30			59,970			(60,000	)		-			-			-			-
Common stock payable for services and settlements		-		-		-			-			-			514,557			-			-			-			514,557
Repurchase and cancellation of common stock from related parties		-		-		(6,250,000	)		(6,250	)		(3,068,750	)		-			-			-			-			(3,075,000	)
Stock-based compensation loss on stock repurchased from related parties		-		-		-			-			137,500			-			-			-			-			137,500
Restricted stock-based compensation, net		-		-		-			-			288,015			-			-			-			-			288,015
Stock option compensation		-		-		-			-			28,957			-			-			-			-			28,957
Warrants issued for Series A Convertible Redeemable preferred stock		-		-		-			-			1,525,133			-			-			-			-			1,525,133
Dividends on Series A preferred stock		-		-		-			-			(9,968	)		-			-			-			-			(9,968	)
Proceeds allocated to Series A Preferred Stock		3,789		1,944,867		-			-			-			-			-			-			-			-
Accretion to redemption value		-		1,844,607		-			-			(1,844,607	)		-			-			-			-			(1,844,607	)
Net loss		-		-		-			-			-			-			-			-			(2,008,476	)		(2,008,476	)
Balance, March 31, 2026		3,789		3,789,474		8,841,506			8,842			6,601,658			537,560			(800	)		-			(9,149,458	)		(2,002,198	)
Shares issued for settlement of dispute, net		-		-		250,000			250			278,530			(278,780	)		-			-			-			-
Restricted stock-based compensation, net		-		-		-			-			181,801			-			-			-			-			181,801
Stock option compensation		-		-		-			-			23,166			-			-			-			-			23,166
Dividends on Series A preferred stock		-		-		-			-			(78,540	)		-			-			-			-			(78,540	)
Warrants issued for Series A Convertible Redeemable preferred stock		-		-		-			-			174,541			-			-			-			-			174,541
Advance for repurchase of common stock		-		-		-			-			-			-			-			(150,000	)		-			(150,000	)
Proceeds allocated to Series A Preferred Stock		444		225,459		-			-			-			-			-			-			-			-
Accretion to redemption value		-		217,753		-			-			(217,753	)		-			-			-			-			(217,753	)
Net loss		-		-		-			-			-			-			-			-			(638,726	)		(638,726	)
Balance, June 30, 2026		4,233		4,232,686		9,091,506			9,092			6,963,403			258,780			(800	)		(150,000	)		(9,788,184	)		(2,707,709	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Caring Brands Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended June 30, 2026			For the Six Months Ended June 30, 2025

Cash flows from operating activities:
Net loss	$	(2,647,202	)	$	(1,199,353	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		-			150,000
Amortization of debt discounts		141,350			-
Stock-based compensation		1,036,496			-
Stock-based compensation loss on stock repurchased from related parties		137,500			-
Shares issued for services		-			607,000
Changes in operating assets and liabilities:
Inventory, net		-			642
Prepaid expenses and other current assets		48,328			(4,891	)
Accounts payable		123,454			6,935
Accrued expenses and other current liabilities		146,207			(11,438	)
Net cash used in operating activities		(1,013,867	)		(451,105	)

Cash flows from financing activities:
Related party loan payable		-			50,000
Proceeds from shares		-			6,000
Proceeds from PIPE financing, net		3,870,000			-
Advance for repurchase of common stock		(150,000	)		-
Repurchase of common stock		(3,075,000	)		-
Net cash provided by financing activities		645,000			56,000

Net decrease in cash and cash equivalents		(368,867	)		(395,105	)

Cash and cash equivalents, beginning of period		2,189,232			468,998

Cash and cash equivalents, end of period	$	1,820,365		$	73,893

Supplemental disclosure of non-cash investing and financing activities:
Common stock sold on subscription	$	-		$	1,600
Share issued for common stock payable	$	60,000		$	-
Share issued for debt conversion	$	350,367		$	-
Accretion of Series A preferred stock to redemption value	$	2,062,360		$	-
Dividends accrued on Series A Convertible Preferred Stock	$	88,508		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Caring Brands, Inc. and subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 1 - Organization and Business Operations

Caring Brands, Inc. (the “Company”) is a Nevada corporation and was incorporated on April 24, 2024. On September 24, 2024, the Company entered into a separation and exchange agreement with Safety Shot, Inc. (“Shot”) pursuant to which, Shot exchanged its right, title and interest in and to Caring Brands, Inc., a Florida corporation (“CB FL”), free and clear of all liens and encumbrances, and in exchange thereof, the Company accepted and agreed to assume all obligations of CB FL (see Note 2 – Significant Accounting Policies). The Company’s principal business is the over-the-counter and prescription-grade health and wellness products.

Going Concern Consideration

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

For the six months ended June 30, 2026, the Company incurred a net loss of $2,647,202 and used $1,013,867 of cash in operating activities. As of June 30, 2026, the Company had cash and cash equivalents of $1,820,365 and an accumulated deficit of approximately $9,788,184. The Company has generated minimal revenues to date and continues to incur operating losses as it advances its business plan. On July 17, 2026, the Company received a delisting determination from the Nasdaq Stock Market LLC (see Note 13). The Company has generated minimal revenues to date.

Although the Company completed its initial public offering in November 2025, generating net proceeds of approximately $3,235,692, its ability to continue as a going concern is dependent upon its ability to generate revenues and/or obtain additional financing.

Management believes that existing cash resources will be sufficient to fund operations for at least the next twelve months; however, there can be no assurance that additional capital will not be required. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 - Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows.

From time to time, the Company may maintain bank balances in interest bearing accounts in excess of $250,000, which is currently the maximum amount insured by the FDIC for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash.

Inventory

Inventories will be stated at the lower of cost or market. The Company will periodically review the value of items in inventory and provide write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting.

Net Loss Per Share

Net loss per share is computed pursuant to section ASC 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential shares of Common Stock would be to decrease the loss per share.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

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Revenue Recognition

The Company generates its revenue from the sale of its products directly to the end user (the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements; 1) identify the contract with a customers, 2) identify the performance obligations in the contract, 3) determine the transactions price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as the performance obligations are satisfied.

The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. The Company does not currently have meaningful revenue in different geographic regions or channels and therefore does not disaggregate its revenue for reporting purposes.

As of June 30, 2026, the Company had no contract assets, contract liabilities or deferred contract costs recorded on its condensed consolidated balance sheet.

Equity Investments

The Company elected to record equity investments in privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer.

Equity investments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities.

Intellectual Property

Intellectual property, including license agreements, is recorded at cost and amortized over its estimated useful life using the straight-line method. The Company evaluates its intellectual property for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, in accordance with ASC 360.

During the year ended December 31, 2025, the Company identified impairment indicators related to its intellectual property, including ongoing litigation involving the licensor, lack of development or commercialization activities, and significant uncertainty regarding the Company’s ability to utilize the licensed technology.

Based on management’s assessment, the Company determined that the carrying amount of the intellectual property was not recoverable, as the expected undiscounted future cash flows were insufficient to recover its carrying value. Accordingly, the Company recorded a full impairment charge to write down the intellectual property to its estimated fair value of zero as of December 31, 2025.

No impairment charge was recorded for the three and six months ended June 30, 2026.

		Useful Life
Intellectual Property		10 years

Stock Based Compensation

The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

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The Company has adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

Mezzanine Equity

Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.

The Series A convertible preferred stock (“Series A Preferred Stock”) was accounted for as mezzanine equity in accordance with ASC 480. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Segment Reporting

The Company operates under one business segment. Our Chief Operating Decision Maker (CODM) is our Chief Executive Officer. The CODM considers total net income in evaluating key business results and all of our revenue comes from one business segment.

Income Taxes

Prior to the separation of the Company from its then parent, the Company was included as a wholly-owned subsidiary of Safety Shot, Inc., and as such, the Company followed the guidance under ASC 740-10-30-27 to account for income taxes using the separate return approach. The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company incurred losses of $2,647,202 and $1,199,353 for the six months ended June 30, 2026 and 2025, respectively. Using a 21% tax rate at the balance sheet date, the Company’s deferred tax asset as of June 30, 2026 and December 31, 2025 would be $1,809,017, and $1,499,644 respectively with a valuation allowance of $1,809,017, and $1,499,644.

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Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. See Note 4 – Intangible Assets, Note 5 – Investment in NovoDX, a Related Party, Note 7 – Debt, and Note 10 Stockholders’ Equity and Mezzanine Equity.

The related party mentioned in Note 4 and Note 5 is a former director at Safety Shot, a former director of Caring Brands and a current director of NovoDX Corporation. Additionally, NovoDX is a related party due to the shares of the Company’s common stock it holds as a result of the shares issued in connection with the License Agreement described in Note 4.

In addition to the related party relationships described above, during the six months ended June 30, 2026, the Company repurchased shares of its common stock from certain related parties, including Brian S. John, Tyler Moore, and NovoDX, in connection with the Company’s Series A Convertible Preferred Stock private placement. See Note 10 - Stockholders’ Equity and Mezzanine Equity for further detail regarding these transactions.

New Accounting Pronouncements Issued But Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The standard requires additional disclosures, in the notes to financial statements, of specified information about certain costs and expenses included in the captions presented on the face of the income statement. The new guidance is effective for the Company’s annual reporting period beginning January 1, 2027, and interim reporting periods beginning January 1, 2028. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2024-03 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.

In May 2025, the FASB issued ASU No. 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, ASU No. 2025-04 clarifies that the guidance in ASC 606 on the variable consideration constraints does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718). ASU No. 2025-04 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to adopt ASU No. 2025-04 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.

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From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its condensed consolidated financial position or results of operations upon adoption.

Recently adopted accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The new requirements apply to all entities subject to income taxes and will be effective for the Company’s annual periods beginning January 1, 2026. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2023-09 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.

Note 3 - Cash and Cash Equivalents

As of June 30, 2026 and December 31, 2025, the Company had a cash balance of $1,820,365 and $2,189,232 respectively.

Note 4 - Intangible Assets

On June 18, 2024, the Company entered into a License Agreement with NovoDX Corporation, a related party, to license the NovoDX’s GoldNTM Ebola Rapid Diagnostic Test to market and sell the Licensed Product within the commercial field, which was Amended and Restated on July 22, 2024. In consideration for the License, the Company issued 3,000,000 shares of its restricted common stock to NovoDX. The shares were issued at $1.00 per share, the same price as the private placement offering and are being amortized over a 10-year period. During the year ended December 31, 2025, the Company identified impairment indicators and recorded a full impairment charge to write down the carrying amount of the licensed intellectual property to zero.

As of June 30, 2026 the Company had no remaining intangible asset balance.

As of December 31, 2025 the Company had the following intangible asset balances:

Schedule of Intangible Asset Balances

Estimated useful life

Gross carrying amount

Accumulated amortization

Impairment Loss

Net carrying amount

Intellectual property - license

10 years