SecProbe.io

November 15, 2024
Glynn Wilson
Chief Executive Officer
Caring Brands, Inc.
1061 E. Indiantown Rd.
Suite 110
Jupiter, FL 33477
Re:Caring Brands, Inc.
Draft Registration Statement on Form S-1
Submitted October 18, 2024
CIK No. 0002020737
Dear Glynn Wilson:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted October 18, 2024
Cover Page
We note your disclosure on pages 4 and 24 that you are currently a “controlled
company” within the meaning of the Nasdaq rules and that your officers and directors
are the beneficial owners of approximately 59.6% of your outstanding voting
securities. We also refer to your disclosure on page 52 identifying Safety Shot as your
controlling stockholder and that following the completion of this offering, Safety Shot
will beneficially own 21.26% of the outstanding shares of common stock. Please
revise your cover page and in the prospectus summary to disclose your “controlled
company” status, identify the controlling shareholder and the voting power percentage
of such controlling shareholder, and disclose that your officers and directors will have 1.

November 15, 2024
Page 2
the ability to substantially influence all matters submitted to your stockholders for
approval and to substantially influence or control your management and affairs.
Prospectus Summary
Company Overview, page 1
2.We note your disclosure here and throughout the prospectus that Photocil was
launched commercially in India in 2022 as a treatment for vitiligo and psoriasis and
that you plan to "re-launch Photocil in the US in 2024." Please revise to identify
Photocil’s target indications in the United States and clarify whether Photocil was
previously launched in the US or in any other jurisdictions. We refer to Safety Shot,
Inc.’s (formerly known as Jupiter Wellness Inc.) Form 8-K filed July 9, 2021 relating
to its exclusive license to manufacture and sell Applied Biology Inc.’s proprietary
product, Photocil, and its Form 8-K filed June 28, 2022 relating to Safety Shot’s
acquisition of all of Applied Biology Inc.’s assets pursuant to an asset purchase
agreement on June 20, 2022. Please revise to disclose the timeline of the development
and commercialization of Photocil, including but not limited to, when Safety Shot
licensed and purchased Photocil from Applied Biology Inc. and the regulatory status
of Photocil in India, the U.S. and in other jurisdictions, as applicable.
3.We note your disclosure that your "product pipeline includes a diverse range of
products." Please expand your disclosure with respect to each of your product
candidates in addition to addressing the following comments:

•We note your disclosure relating to Photocil that "additional licensing
opportunities are being pursued primarily in development markets with lower
direct access to physicians." Please expand your disclosure, where appropriate, to
discuss the licensing opportunities and identify the applicable jurisdictions;
•We refer to your disclosure on page 15 that the labeling of your Minoxidil
Booster product was approved by Indian regulatory authorities. Please clarify
whether your JW-700 product is also known as Minoxidil Booster and disclose
when you received labeling approval in India. Please revise to disclose, if true,
that JW-700 was initially developed by Applied Biology Inc. and acquired by
your parent, Safety Shot. Please also revise to disclose the timeline of the
development and commercialization of JW-700; and
•We note your disclosure of your plans to launch JW-700 in the US in the fourth
quarter of 2024, Taisho’s plan to launch JW-700 commercially in 2025, and the
launch of your CB-101 eczema treatment in the third quarter of 2024 with a new
formulation to be launched in the fourth quarter of 2024. Please revise to update
your disclosure in regard to these recent developments accordingly.
We note your disclosure that the "vitiligo treatment market was valued at $1.5 billion
in 2022 and is expected to grow to $2.57 billion by 2032" and that the "psoriasis
treatment market was valued at $26.5 billion in 2022 and is expected to grow to $60.5
billion by 2032." Additionally, on page 43, you disclose that you have a unique
portfolio that may be able to address a combined market size of approximately $70
billion. Please expand your disclosure to identify each of the target markets included
in your estimated $70 billion combined market size. For each total market opportunity 4.

November 15, 2024
Page 3
referenced, please revise to discuss how you calculated the estimates of the total
market opportunity, including the sources, methodology, and the assumptions and
limitations you relied on for these estimates, and specify the relevant jurisdiction(s)
for your estimates. Please balance your disclosure by addressing the current market
share of your products (such as phototherapy treatments) in each such target
market. Additionally, when referring to a statistic, study, or research article that is not
common knowledge please provide a full citation to the source of the information,
provide the date of the information, and, at first instance, provide a summary of the
material findings. In this regard, footnotes may be helpful.
5.We note your disclosure on page 1 and elsewhere in the prospectus that Photocil is an
OTC cosmetic product that uses a USP monographed ingredient and that you
anticipate your CB-101 treatment for eczema to be available in the US as an OTC
product under a USP monograph. You also disclose on page 44 that you “believe that
[y]our sunscreen products fall within the FDA monograph and that FDA premarket
approval and testing is not required” and that JW-700 and NoStingz do not require
FDA approval. Please revise your disclosure to clearly specify the regulatory status
for each of your products, including whether FDA pre-market approval is required,
and clarify which products will be OTC monograph products. Please also revise to
address the risk that you may not receive OTC approval for your products and the
impact this would have on such proposed products and operations, as applicable.
6.We refer to your disclosure that the results of clinical trials on Photocil, JW-700 and
JW-100 have previously been published in various journals. You also disclose that
JW-700 has been "clinically shown to increase the enzymes needed for minoxidil to
work." Please revise your disclosure to provide the material facts and findings of each
clinical trial. For example, revise to clarify the scope, size and design of each trial
(including who conducted the trial); whether the studies were powered to show
statistical significance; the primary endpoints and whether any adverse events were
observed in the studies, as applicable; and discuss the data and the significance of the
results. Please also disclose, if true, whether you funded or sponsored the clinical
studies and if your employees were involved in both the trials and publications.
7.We refer to your disclosure on page 1 and elsewhere in the prospectus that Photocil
provides patients with “safe and effective” phototherapy and that your product “safely
and effectively” permits phototherapy treatments at home by blocking harmful
radiation and permitting the passage of therapeutic UV radiation. You also explain on
page 44 that your products fall within the FDA monograph and are not subject to pre-
market approval by the FDA. Please revise your disclosure in the Summary to clarify
that your products are unapproved cosmetic products. For any product that has not
been approved by the FDA or a similar regulatory authority, please remove all such
claims of safety and efficacy, or alternatively, explain why such claims can be
substantiated and revise to provide such substantiation.
8.Given the limited disclosure regarding your NoStingz product and the status of its
development, it seems premature to highlight this product prominently in the
Summary. Please expand your disclosure relating to the NoStingz product here and in
the Business section or balance your disclosure to highlight the early stage of
development in the Summary accordingly.

November 15, 2024
Page 4
Corporate History, page 3
9.Please expand your disclosure to discuss the operational history of your company,
Caring Brands, Inc. ("Caring Brands Florida") and your parent company, Safety Shot,
Inc. Please also clarify that you were recently incorporated in Nevada in connection
with the separation from Safety Shot Inc. and that you have not historically operated
as a stand-alone company.
The Offering, page 6
10.We note your disclosure that "existing holders of all of our outstanding shares of
common stock, warrants, and options have agreed with the underwriters not to offer
for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our shares of
common stock or securities convertible into or exercisable for shares of common
stock for 180 days after the closing of this offering as described in further detail in the
prospectus." We also note your disclosure on the cover page of the Resale Prospectus
that "the shares offered by this prospectus may be sold by the Selling Stockholders
from time to time in the open market" and that "sales of the shares of our common
stock registered in this prospectus and the IPO Prospectus will result in two offerings
taking place concurrently. . ." Please revise your disclosure to clarify the lock-up
agreements between the parties and file each lock-up agreement as an exhibit to your
registration statement or explain why you are not required to do so.
Risk Factors, page 9
11.Please revise to include risk factor disclosure to address the risk of dilution related to
the concurrent resale offering, including the effect that the distribution by Safety Shot
may have upon dilution.
12.We note your disclosure on page Alt-1 that the selling stockholders must sell their
shares at a fixed price per share until such time as your shares are listed on a national
securities exchange, and thereafter, the resale shares may be sold by the selling
stockholders from time to time at market prices prevailing at the time of sale or at
negotiated prices. Given that there are two offerings and the offering prices could
differ, include risk factor disclosure to highlight the risk that purchasers in the resale
offering could pay more or less than the price in your primary offering.
Our Certificate of Incorporation contains an exclusive forum provision for certain claims . . .,
page 25
13.We note your disclosure on page 25 that the exclusive forum provision in your
amended and restated certificate of incorporation may limit a stockholder's ability to
bring a claim in a judicial forum that it finds favorable for disputes with you and may
discourage such lawsuits. Please revise this risk factor to include the risk of increased
costs for investors to bring a claim.
Use of Proceeds, page 29
Please revise to provide more specific detail regarding the use of funds to be allocated
to (i) the development of licensed goods, (ii) expansion products design, manufacture
and inventory, (iii) sales and marketing, and (iv) research and development with 14.

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respect to each of your Photocil, JW-700, CB-101, and NoStingz products, including
reference to how far the proceeds from the offering will allow you to proceed with
continued development of each product listed.
Capitalization, page 30
15.Please clearly show in the notes to the capitalization table how you computed each pro
forma amount, including a discussion of any significant assumptions and estimates
used to arrive at the amounts.
Dilution, page 31
16.Please correct the total shares, which appear to total 14,110,000. Please tell us where
you discuss the “other issuance” of 400,000 shares or provide appropriate disclosure
in the filing for this transaction.
Unaudited Pro Forma Condensed Combined Financial Statements, page 31
17.Pursuant to Rule 11-02(a)(2) of Regulation S-X, please provide notes for each
adjustment to explain the nature of the adjustment and correspondingly how the
adjustment amount was determined, including a discussion of any significant
estimates and assumptions used to determine the amount. For example, on the pro
forma balance sheet, there is an adjustment to Loans from Safety Shot. It is not clear if
this is due to the loan being repaid or settled in some other manner.
18.Please also provide a pro forma statement of operations for the year ended December
31, 2023. Refer to Rule 11-02(c)(2) of Regulation S-X.
19.Please present the historical basic and diluted per share amounts and the number of
shares used to calculate such per share amounts on the face of the pro forma
condensed statement of operations. Please disclose in a note to the pro forma financial
information your computation of the number of basic and diluted weighted average
shares to use in determining your pro forma earnings per share amounts. Please also
disclose any shares not included for anti-dilution reasons. Refer to Rule 11-02(a)(9) of
Regulation S-X.
20.In note 1 to the pro forma financial information, you indicate that the founder shares
are assumed to have been issued on January 1, 2024, the private placement shares
issued in May and June, and the Ebola License shares in June for purposes of
calculating the weighted average net loss per share. It appears that the private
placement shares and Ebola License shares have only been reflected in the historical
financial statement amounts based on their actual transaction date not are not being
adjusted for in arriving at your pro forma financial information. Please clarify in your
disclosures.

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21.We note your disclosures on page 34 regarding certain services that will be provided
under the separation agreement and also disclosure regarding costs you expect to incur
to replace certain services previously provided by Jupiter Wellness. Please tell us
what consideration was given to reflecting these additional costs including those
associated with the separation agreement in your pro forma financial
information. Please also disclose the terms of the separation agreement, including the
consideration that you will pay for these services. Please refer to Rule 11-02(a)(6)(ii)
of Regulation S-X.
22.We note your disclosures regarding the Taisho License, including that it will be
transferred to the company from Safety Shot pursuant to the Separation and Exchange
Agreement. Please tell us what consideration you gave to reflecting this transaction in
the pro forma financial information.
Management's Discussion and Analysis, page 34
23.Given that Caring Brands, Inc. (Florida) did not have any reported revenues during six
months ended June 30, 2024, please provide a more clear description of the status of
your current operations and your plan of operations for the next twelve months. For
example your disclosures elsewhere including on page 1 indicate that you currently
offer several over-the-counter cosmetic, consumer products and your product pipeline
includes a diverse range of products, such as hair loss treatments, eczema and
psoriasis treatments, vitiligo solutions, jellyfish sting protective suncare line and
women’s sexual wellness products. In addition, one of your more recent transactions
in June 2024 was related to a license agreement with NO