Caring Brands, Inc.: Form 10-Q for the period ended Sep 30, 2025

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read together with the MD&A presented in the Registration Statement on Form S-1 for the year ended December 31, 2024 (the “Annual Report”) and the unaudited condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”), which include additional information about our accounting policies, practices and the transactions underlying our financial results.

Overview and Business Trends

Caring Brands, Inc., a Nevada corporation (“Caring Brands” and together with its subsidiaries, the “Company,” or “we”), is a wellness consumer products company. We offer several over-the-counter, or (OTC) and cosmetic, consumer products. Our product pipeline includes a diverse range of products, such as hair loss treatments, Eczema and Psoriasis Treatments, vitiligo solutions, and a Jellyfish sting protective suncare line, that cater to different health and wellness needs. Our method of operation is to ensure that (1) the mechanism of action of all products is established, (2) efficacy is determined through controlled clinical trials, (3) products are protected by issued and filed patents, and (4) products have acceptable commercial stability.

Results of operations

The following table sets forth our consolidated statements of operations data in dollars for the periods presented:

Comparison of the three months ended September 30, 2025 to the three months ended September 30, 2024

Net sales and Cost of Sales

Net sales and Cost of Sales in the three months ended September 30, 2025 were inconsequential and in the period of July 1, 2024 to September 24, 2024 (“Predecessor QTD Period”) and the period of September 25, 2024 to September 30, 2024 (“Successor 2024 Period”) the Company had no revenue. The Company is still in process of developing and commercializing its products.

Selling, general and administrative expenses

SG&A expenses were $999,923 for the three months ended September 30, 2025, as compared to $156,091 for the Predecessor QTD Period and $428,906 for the Successor 2024 Period. The increase in SG&A was primarily a result of issuing shares in exchanges for consulting and investor relations services. The main components of SG&A in the current period were $526,398 for legal, accounting and consulting services, $179,005 of investor relations services and $195,663 of payroll and benefits expenses. The increase in professional and investor relations services was primarily as a result of the potential uplisting from the OTC market to NASDAQ.

Interest expense, net

Interest expense, net was $19,293 for the three months ended September 30, 2025, as compared to $67 for the Predecessor QTD Period and Successor 2024 Period. Interest expense in 2025 was primarily related to the new term loan with Greentree Financial Group, Inc. and the Related Party Loans as discussed in Note 7-Debt.

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

Net sales and Cost of Sales

Net sales and Cost of Sales in the nine months ended September 30, 2025 were inconsequential and in the period of January 1, 2024 to September 24, 2024 (“Predecessor YTD Period”) and the period of September 25, 2024 to September 30, 2024 (“Successor 2024 Period”) the Company had no revenue. The Company is still in process of developing and commercializing its products.

Selling, general and administrative expenses

SG&A expenses were $2,200,504 for the nine months ended September 30, 2025, as compared to $654,573 for the Predecessor YTD Period and $428,906 for the Successor 2024 Period. The increase in SG&A was primarily a result of issuing shares in exchanges for consulting and investor relations services. The main components of SG&A in the current period were $1,270,008 for legal, accounting and consulting services, $225,000 of intangible asset amortization expense, $185,340 of investor relations services and $445,197 of payroll and benefits expenses. The increase in professional and investor relations services was primarily as a result of the potential uplisting from the OTC market to NASDAQ.

Interest expense, net

Interest expense, net was $19,720 for the nine months ended September 30, 2025, as compared to $67 for the Predecessor YTD Period and income of $0 for the Successor 2024 Period. Interest expense in 2025 was primarily related to the new term loan with Greentree Financial Group, Inc. and the Related Party Loans as discussed in Note 7-Debt.

Financial condition, liquidity and capital resources

Overview

As of September 30, 2025, we had $16,123 of cash and cash equivalents. In addition, as of September 30, 2025, we had borrowing capacity of $80,000 under our Term Loan agreement with Greentree Financial Group, Inc.

Our primary cash needs are for working capital related to salaries and other professional services. The current amount of cash will not support the Company’s plans and initiatives, however the Company is in process of completing in public offering of shares of which, approximately $4.0 million is expected to be raised. These funds will provide enough liquidity through the next twelve months and allow the Company to invest in growing and developing its products. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all.

Our ability to meet our operating, investing and financing needs depends to a significant extent on our future financial performance, which will be subject in part to general economic, competitive, financial, regulatory and other factors that are beyond our control, including those described elsewhere in Part II, Item 1A “Risk factors.”

Cash flows

Cash (used in) provided by operating activities

For the nine months ended September 30, 2025 net cash used in operating activities was $631,875. This included a net loss of $2,218,121 offset by non-cash expenses related to amortization of intangible assets of $225,000, shares issued for services of $1,007,000, and amortization of deferred financing costs of $1,863. This was offset by a change in working capital of $337,720.

For the Predecessor YTD period and the Successor 2024 period, net cash used in operating activities was $551,743 and $15 respectively. For the Predecessor YTD period this included a net loss of $654,640 offset by a change in working capital of $102,897. For the Successor 2024 period, the net loss was $428,906 which included $400,000 of shares issued for services and $6,849 of intangible asset amortization. This was offset by a favorable change in working capital of $22,042

Cash used in investing activities

For the nine months ended September 30, 2025 and the Predecessor YTD, the Company did not have cash used for investing activities. For the Successor 2024 Period the only activity was cash acquired as a result of the reverse merger of $608,596.

Cash (used in) provided by financing activities

For the nine months ended September 30, 2025 net cash provided by investing activities was $179,000. This included a proceeds of $75,000 from related party loans, $98,000 from a term loan with Greentree Financial Group, Inc. and $6,000 from the sale of common stock.

For the Predecessor YTD period net cash provided by financing activities was $666,232 was entirely made up of affiliate loans between Caring Brands Florida and Nevada. There were no financing activities in the Successor 2024 period.

Contractual obligations and commitments

There are no fixed forward agreements for lease expense, license fees, or capital expenditures.

Off-balance sheet arrangements

We are not party to any off-balance sheet arrangements.

Critical accounting policies and estimates

The MD&A is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these unaudited condensed consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in the Annual Report.

Recent accounting pronouncements

Recent accounting pronouncements are disclosed in Note 2 to our unaudited condensed consolidated financial statements.

There have been no material changes to our primary risk exposures or management of market risks from those disclosed in the Annual Report.

Evaluation of disclosure controls and procedures over financial reporting

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2025.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not yet fully effective because we are a newly public company and are in the process of designing and implementing our disclosure controls and procedures to comply with the requirements of the Exchange Act. We are taking steps to establish formal processes and controls and documenting our internal controls and procedures. As part of the preparation of our financial statements, we identified accounting transactions that were not initially recorded when these financial statements were prepared. We believe this represents a material weakness in our internal controls over financial reporting.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As we continue to mature as a public company, we expect to further formalize and enhance our internal control environment. As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, we are not required to provide an auditor’s attestation report on management’s assessment of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.

There have been no material changes to the risk factors previously disclosed in our Registration Statement filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) on November 14, 2025 in connection with our public offering.

The risk factors described in that filing continue to apply to our business and operations. You should carefully review and consider the information described under “Risk Factors” in that filing, together with the other information in this Quarterly Report on Form 10-Q.