SecProbe.io

January 6, 2025
Glynn Wilson
Chief Executive Officer
Caring Brands, Inc.
1061 E. Indiantown Rd.
Suite 110
Jupiter, FL 33477
Re:Caring Brands, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted December 20, 2024
CIK No. 0002020737
Dear Glynn Wilson:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our November 15, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted December 20,
2024
Prospectus Summary
Company Overview, page 1
We note your revised disclosure in response to comment 2, which we reissue in
part. We refer to your disclosure on page 1 that Photocil was briefly launched in the
United States prior to its Q3 2022 commercial launch in India as a treatment for
vitiligo and psoriasis. However, you also disclose that Photocil entered the U.S. 1.

January 6, 2025
Page 2
market in Q4 2022 on Amazon and was subsequently removed from the U.S. market
on Q2 2023. Please revise to clearly state when Photocil was launched in the United
States, why Photocil was removed from the U.S. market in Q2 2023, and whether the
product's formulation has been changed since its removal in 2023.
2.We note your revised disclosure relating to the global phototherapy, vitiligo, and
psoriasis treatment markets in response to prior comment 4, which we reissue in part.
Please revise your disclosure to address the following comments:

•We refer to your disclosure that Photocil has initially been launched in the United
States and Indian markets to date. Please clarify the proportion that the U.S. and
Indian markets comprise of the phototherapy, vilitigo, and psoriasis global
markets. Please also disclose the range of products and services that are covered
by these global market figures and clarify, if true, that you only provide products
representing a small fraction of such market figures. Please make conforming
changes to your Market Opportunity section; and

•We refer to a certain report disclosed as the source for your estimated global
vitiligo market size. Specifically, we note that the forecast period used to calculate
the vitiligo treatment market size is from 2018 to 2032. To provide investors with
additional context about recent growth in the industry, please revise to provide the
market size and growth rate over a more recent time period.
3.Please revise to provide clear descriptions of the primary endpoints for your clinical
trials and revise your characterizations of the trials to discuss the data, rather than
drawing conclusions from the results. Please also revise to provide a brief explanation
regarding how p-values are used to measure statistical significance, the p-value that
you have to achieve to conclude a statistically significant result, and clearly state
whether the data for Trial 3 was found to be statistically significant. Please also
consider including your revised discussion of these clinical trials under an appropriate
heading in the Business section.
4.We note that JW-700 has been clinically shown to increase the enzymes needed for
minoxidil, which appears to be a third-party FDA-approved over-the-counter
medication used to treat hair loss. Please revise your disclosure throughout the
registration statement to clarify, if true, that JW-700 does not independently treat hair
loss and promote hair regrowth as a standalone product and must be used in
conjunction with a third-party product.
5.We note your revised disclosure in response to prior comment 8 that NoStingz was
previously commercialized and is currently being re-formulated under Caring Brands
as a sunscreen product designed to provide protection against both UV rays and
jellyfish stings. Please expand your disclosure to discuss when and the jurisdictions in
which NoStingz was previously commercialized. Please also disclose when the
product was removed from the market, the reasons for its removal, and the key
differences between the prior commercialized version and the reformulation of the
product.

January 6, 2025
Page 3
Unaudited Pro Forma Condensed Combined Financial Statements, page 31
6.We note your response to comment 21. It is not clear where additional disclosures
have been provided as your response indicates. 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 the 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.
7.We note your response to comment 22. It is not clear where additional disclosures
have been provided as your response indicates. 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
8.We note your response to comment 23. It is not clear where additional disclosures
have been provided as your response indicates. As previously requested, 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 NOVODX Corporation for licenses to use, market, and sell
Ebola Rapid Tests. In the discussion of each of your planned activities, include
specific information regarding each material event or step required to pursue each of
your planned activities, including any contingencies, and the timelines and associated
costs accompanying each proposed step in your business plan.
Critical Accounting Policies and Estimates, page 37
The disclosures provided for each of your identified critical accounting policies
appear to provide investors with a discussion as to how you are accounting for these
items in accordance with US GAAP and are similar to your significant accounting
policies disclosures rather than providing investors with an understanding as to what
the critical estimates being made are and how the uncertainty associated with those
estimates may impact your consolidated financial statements. Please revise the
disclosures for each of your critical estimates made in preparing your consolidated
financial statements to sufficiently explain to investors what each critical estimate is;
the uncertainties associated with the critical estimates; the methods and assumptions
used to make the critical estimates, including an explanation as to how you arrived at
the assumptions used; the events or transactions that could materially impact the
assumptions made; and how reasonably likely changes to those assumptions could 9.

January 6, 2025
Page 4
impact your consolidated financial statements. Provide investors with quantified
information to the extent meaningful and available. Please refer to Section 501.14 of
the Financial Reporting Codification.
Business, page 40
10.We note your revised disclosure in response to prior comment 25 and reissue the
comment in part. Specifically, we note your disclosure that dimethicone is the USP
monographed ingredient used in your Photocil product. Please further revise your
disclosure to describe the use and effect of dimethicone in your Photocil product, how
the technology used in Photocil differs from technology used in other OTC
sunscreens, and whether dimethicone is used in other OTC sunscreen products.
11.We note your revised disclosure in response to prior comment 29 and reissue the
comment in part. Specifically, we note your disclosure that your licensee in India is
currently exploring additional sub-licensing opportunities in various countries,
although no formal agreements have been entered into at this time. Please revise to
identify the licensee in India and confirm whether you have entered into a license
agreement with such licensee, and if so, please provide a brief description of the
material terms of the license agreement and file the agreement as an exhibit to the
registration statement or explain to us why you believe you are not required to do so.
Refer to Item 601(b)(10) of Regulation S-K.
Intellectual Property, page 42
12.We refer to your revised disclosure in response to prior comment 32. We note that you
have deleted the column for “Product/Technology” in your table. Please restore this
disclosure accordingly.
Research and Development, page 42
13.We note your revised disclosure in response to prior comment 33 and reissue the
comment in part. We note your disclosure on pages 2 and 3 that the research and
commercial license agreements are valid only in jurisdictions where NOVODX has a
valid claim. Please revise your disclosure to clarify these jurisdictions in which
NOVODX has a valid claim.
Our Market Opportunity, page 43
14.We refer to your revised disclosure in response to prior comment 34 that JW-700 was
soft-launched on Amazon in Q4 2024 and that you anticipate sales pursuant to your
Sales Agent Agreement with NOVODX Corporation to begin by the end of the year.
Please disclose the date on which JW-700 was launched in the United States on
Amazon and clarify the current status of your sale of your JW-700 product on
NOVODX's e-commerce platform.
Competition, page 44
We note your revised disclosure in response to comment 37 and reissue the comment.
Please revise your disclosure in this section to identify your competitors within the
various markets in which you will compete and discuss how your products differs
from those of your competitors and how you plan to compete with the existing well-15.

January 6, 2025
Page 5
known brands in the industries. In this regard, please explain in greater detail the
"unique mechanism of action that offers clinical benefits not provided by traditional
products."
Government Regulations, page 44
16.We note your revised disclosure in response to prior comment 38, which we reissue in
part. Please revise your disclosure to include a discussion of the regulatory
requirements for your cosmetic products in the U.S. and other relevant jurisdictions.
Executive and Director Compensation, page 50
17.We note your response to prior comment 39. Please update your executive
compensation table for the fiscal year ended December 31, 2024. Refer to Item 402 of
Regulaton S-K and Question 117.05 of Regulation S-K Compliance and Disclosure
Interpretations.
Certain Relationships and Related Party Transactions, page 51
18.We note your revised disclosure throughout the registration statement describing
NOVODX Corporation as a related party. Please revise your disclosure here and
elsewhere in the registraiton statement to include the information required by Item
404 of Regulation S-K relating to your relationship with NOVODX.
Relationship with Safety Shot
Historical Relationship with Safety Shot, page 52
19.We note your disclosure on page 52 that "following the Separation Agreement, there
are no services being provided by Safety Shot to Caring Brands Florida" in response
to prior comment 41. However, you continue to disclose elsewhere, such as on page
31 that "Safety Shot currently provides certain services to us, and costs associated
with these functions have not been allocated to us," and on page 34, you state that you
"may agree with Safety Shot to extend the service periods for a limited amount of
time" and that "certain services will be provided under the Separation Agreement."
Please revise your disclosure to clarify what, if any, services are or will be provided
by Safety Shot to the Company under the Separation Agreement.
Security Ownership of Certain Beneficial Owners and Management, page 57
20.We note your disclosure on pages 7 and 57 that you issued 3 million shares of
common stock to the stockholders of Safety Shot, of which 2 million shares of
common stock will be distributed to the shareholders of Safety Shot following the
effectiveness of this registration statement. However, you disclose on page Alt-11 that
Safety Shot beneficially owns 2 million shares of common stock prior to the
effectiveness of the registration statement. We also note your disclosure on page Alt-
11 that NOVODX Corporation beneficially owns 1 million shares of common stock
prior to the offering, but is not disclosed elsewhere in the registration statement.
Please reconcile and revise your disclosures accordingly.

January 6, 2025
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Index to Consolidated Financial Statements, page F-1
21.Based on disclosure on page 40, it appears CBI NV acquired all of the equity of CBI
FL on September 24, 2024, and they were entities under common control prior to the
transaction. CBI NV had no operations since inception and appears to have been
created to effect a recapitalization. Please explain to us your basis for presenting the
financial statements included in this document and how their inclusion meets the
requirements of Regulation S-X. Explain why the financial statements of the registrant
required by Article 8 would not reflect the combined accounts of the two entities as a
single set of financial statements, with the historical periods reflecting the operations
of CBI FL and the recapitalization reflected for all periods presented.
Note 1 - Organization and Business Operations, page F-16
22.We note your response to comment 43.  It is not clear where additional disclosures
have been provided as your response indicates. Please explain and disclose the basis
of presentation for the carve-out financial statements, specifically how you
determined which operations should be included in the carve-out financial statements.
We note your disclosures that you were an operating segment of Safety Shot;
however, there are no disclosures in the Form 10-K for the year ended December 31,
2023, of Safety Shot indicating that there are different operating segments. We also
note other disclosures indicating that the company has operated as a wholly owned
subsidiary of Safety Shot.
23.We note your response to comment 44.  Please address the following pursuant to SAB
Topic 1.B.1:
•Please clearly disclose, if true, that the financial statements provided reflect all of
the costs of doing business related to these operations, including expenses
incurred by other entities on your behalf;
•In a similar manner to your response, please disclose that you do not believe that
there would be a material difference in expenses if you had been on a stand-alone
basis; and
•Please provide an analysis of the intercompany account with Safety Shot, Inc. as
well as the average balance due to Safety Shot, Inc.