Caring Brands (CABR) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for July 9, 2026, to vote on key proposals affecting capital structure and compliance with Nasdaq rules.

• Proposals include approving additional investment rights, authorizing share issuance above 19.99% of outstanding stock, increasing authorized common shares, and potential adjournment to solicit more proxies.

• The Board unanimously recommends voting in favor of all proposals.

• Forward-looking statements address potential dilution, market impacts, and strategic flexibility for future growth.

Voting matters and shareholder proposals

• Proposal 1: Approve additional investment rights for purchasers to buy more Series A Convertible Preferred Stock and warrants.

• Proposal 2: Authorize issuance of common stock upon conversion of Series A Preferred Stock and exercise of warrants, potentially exceeding 19.99% of outstanding shares.

• Proposal 3: Amend Articles of Incorporation to increase authorized common shares from 100 million to 500 million.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit proxies.

• All proposals require a majority of votes cast for approval; abstentions and broker non-votes do not count as votes cast.

Board of directors and corporate governance

• The Board is responsible for soliciting proxies and recommends voting for all proposals.

• No director or executive officer has a substantial interest in the proposals beyond that of other stockholders.