Correspondence 0001641172-25-025116 from Caring Brands, Inc. (CABR)
Caring Brands, Inc.
Date: Aug. 21, 2025 · CIK: 0002020737 · Accession: 0001641172-25-025116
AI Filing Summary & Sentiment
Referenced dates: August 18, 2025
Show Raw Text
CORRESP
1
filename1.htm
August
21, 2025
Securities
and Exchange Commission
Division
of Corporate Finance
100
F Street, NE
Washington,
D.C. 20549
Attn:
Mr. Robert Augustin and Ms. Jane Park
Re:
Caring Brands, Inc.
Draft
Registration Statement on Form S-1
Submitted
July 30, 2025
CIK
0002020737
Dear
Mr. Augustin and Ms. Park:
Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated August 18, 2025 (the “Comment Letter”) relating
to the draft registration statement on Form S-1, which was submitted to the Commission by Caring Brands, Inc. (the “Company”
or “we”) on July 30, 2025.
The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated in bold.
We
have also updated the Registration Statement on Form S-1 (“Registration Statement”) which is submitted to the Commission
simultaneously together with this letter.
Draft
Registration Statement on Form S-1 submitted July 30, 2025
Capitalization,
page 31
1.
Please
revise your tabular presentation to address the following:
● Remove
the inclusion of the cash and cash equivalents amounts from total capitalization.
●
Include the $50,000 related party loan payable and include in total capitalization.
Response:
We note the Staff’s comment, and respectfully submit that the relevant changes have been made to the Registration Statement. Please
see page 31.
Management,
page 51
2.
Please
disclose the specific skills, qualifications and attributes that led you to the conclusion that Christopher Galeta should serve as
your director. Refer to Item 401(e) of Regulation S-K.
Response:
We note the Staff’s comment, and respectfully submit that the relevant changes have been made to the Registration Statement. Please
see page 52.
Note
10 - Subsequent Events, page F-10
3.
Please
disclose the specific date through which subsequent events have been evaluated in accordance with ASC 855-10-50-1(a).
Response:
We note the Staff’s comment, and respectfully submit that the relevant changes have been made to the Registration Statement. Please
see page F-10
Note
6 – Capital Structure, page F-10
4.
Please
provide disclosures for the warrants outstanding, including the material terms.
Response:
We note the Staff’s comment, and respectfully submit that the relevant changes have been made to the Registration Statement. Please
see page F-10.
Note
6 – Significant Accounting Policies
Research
and Development, page F-18
5.
Please
disclose the amount of research and development expenses recognized for each period presented in accordance with ASC 730-10-50-1.
In this regard, we note your disclosure that you are reformulating the CB-101 and NoStingz products. Refer to ASC 730-10-55-1.e.
for further guidance. Also address this comment in your interim financial statements.
Response:
We note the Staff’s comment, and respectfully submit that the relevant changes have been made to the Registration Statement. Please
see page F-18. In addition, we have revised the S-1 throughout to make sure that the disclosure regarding the reformulation is consistent
throughout.
Should
you have any questions regarding the foregoing, please do not hesitate to contact me or our counsel with any questions or comments regarding
this correspondence on the revised and updated Registration Statement.
Very
truly yours,
By:
/s/
Glynn Wilson
Name:
Glynn
Wilson
Chief
Executive Officer