Caring Brands, Inc. has submitted a preliminary, unaudited pro forma balance sheet to the Securities and Exchange Commission to demonstrate compliance with Nasdaq listing standards following a delisting determination.
The filing details a series of financial transactions completed in late August and early September 2026. On August 21, 2026, the company entered into a Securities Purchase Agreement with accredited investors to issue up to 11,000 shares of Series B Convertible Preferred Stock at a price of $1,000 per share. The agreement also included warrants to purchase common stock at exercise prices of $0.825 and $0.95 per share.
The company completed two closings under this agreement. On September 1, 2026, the Initial Closing issued 4,600 shares of Series B Preferred Stock for gross proceeds of $4,600,000. On September 11, 2026, the Subsequent Closing issued an additional 2,549.9 shares of Series B Preferred Stock for gross proceeds of $2,549,900.
The pro forma balance sheet, prepared as of August 31, 2026, reflects the impact of these transactions. It shows that following the PIPE financing and a reclassification of existing Series A Preferred Stock, pro forma stockholders' equity is approximately $8,220,419. This figure exceeds the Nasdaq Capital Market requirement of at least $2,500,000.
Previously, Nasdaq notified the company in April 2026 that it was not in compliance with the Stockholders' Equity Requirement due to a reported equity balance of $2,091,324. On July 15, 2026, the exchange denied the company's request for continued listing. Caring Brands is now requesting that the Nasdaq Hearings Panel resolve the deficiency and confirm compliance.
The company cautions that the pro forma information is preliminary, unaudited, and subject to adjustments during the closing and audit processes. It also notes that the securities issued in the private placement were not registered under the Securities Act of 1933.
