NASDAQ: CABR

Our
Products

Prior
to its Q3 2022 commercial launch in India as a treatment for vitiligo and psoriasis, Photocil was briefly launched in the United States
markets from December 2022 until February 2023, however, was subsequently removed from the market due to insufficient sales resulting
from the lack of a dedicated sales and marketing team. We are currently preparing for its relaunch in the United States, which is targeted
for 2026, as we explore manufacturing and marketing options. The product formulation has not been changed since its removal from the
US markets, and no changes to the formulation are planned for the proposed U.S. market relaunch. Photocil is a narrow band UV filter
that focuses UV in the 311nm range which is therapeutic for vitiligo and psoriasis. Dimethicone, also called polymethylsiloxane, is a
silicon-based polymer used as a lubricant and conditioning agent. It is the USP (United States Pharmacopeia, which is the official compendium
of standards for medicines and healthcare products in the United States) monographed ingredient in Photocil. Dimethicone is used to create
a smooth feel and a water-resistant barrier on the skin. In addition to dimethicone, Photocil contains two UV filters that restrict the
band width of UV rays on the skin to a narrow-range ~ 308 nm. This narrow-band UV has therapeutic properties. These proprietary technologies
are not found in other sunscreens and Photocil does not contain conventional UV blockers found in the majority of sunscreens. The product
is categorized as an OTC product in the United States, using an USP monographed ingredient as a skin protectant, with FDA-registered
labeling (USP monographed: A reference to ingredients listed in the United States Pharmacopeia (USP), which is the official compendium
of standards for medicines and healthcare products in the United States). Photocil does not require FDA pre-market approval as it uses
GRASE (Generally Recognized as Safe and Effective) ingredients and is currently marketed in India under local cosmetic regulations. Photocil
is a cosmetic product designed to block certain UV radiation while allowing other UV radiation to pass through when applied to the skin.
The product contains ingredients that are listed in the USP monograph for skin protectants. As a cosmetic product, Photocil has not been
evaluated by the FDA for safety and effectiveness. The product contains ingredients that are listed in the USP monograph for skin protectants
and is marketed as a cosmetic product in compliance with FDA regulations for cosmetics. The Joint American Academy of Dermatology and
National Psoriasis Foundation guidelines for the management and treatment of psoriasis with phototherapy, published in JAMA Dermatology
in 2019, strongly recommend narrow-band UVB phototherapy as a monotherapy for treating plaque psoriasis in adults, supported by a systematic
review and meta-analysis of 41 randomized controlled trials involving 2,416 patients.

1

Phototherapy

Management
believes that phototherapy treatments, used for conditions such as psoriasis and vitiligo, are set for substantial growth globally. However,
there can be no guarantees that this growth will materialize as expected, as it is subject to various market conditions, regulatory developments,
and other external factors beyond the Company’s control. Specific market data focused solely on the Indian phototherapy treatment
segment is limited, and the available market data focuses primarily on phototherapy devices. However, according to Future Market Insights
(2023)1, the Indian market is expected to experience strong growth, driven by the rising prevalence of skin disorders, increased
healthcare spending, and improved access to treatment in both urban and rural areas.

According
to Future Market Insights (2023), the global phototherapy treatment market is projected to rise from ~ USD $1.9 billion in 2023
to ~ USD $3.23 billion by 2033, at a CAGR of around 5.2% during the forecast period from 2023 to 2033. In India, the market is
expected to expand even faster, with an estimated CAGR of approximately 7.8% as of 2023, driven by a large patient base, increasing prevalence
of skin disorders, greater awareness of noninvasive treatments, and improved healthcare infrastructure (Future Market Insights, 2023).

Psoriasis

According
to a report by Nature Reviews Drug Discovery (2024)2, the global psoriasis treatment market was worth ~ $34 billion globally
in the 12 months ending June 2023. The report shows the US remains the dominant market for psoriasis therapies, accounting for approximately
78% of total sales and growing at a compound annual growth rate of approximately 18%.

According
to the same report (Nature Reviews Drug Discovery, 2024), with the current growth rate (CAGR of 8–10% from 2023 to 2030), the global
market is expected to reach ~ USD $54-67 billion by 2030. Estimates from a report published on the National Center for Biotechnology
Information3, indicate that the prevalence of psoriasis in India ranges from 0.44% to 2.8% of the population, highlighting
Management’s belief in the significant market opportunity in India. However, actual market growth may be influenced by factors
such as regulatory changes, competition, and economic conditions, which could impact the overall demand for psoriasis treatments. Management
believes that Psoriasis treatment with Photocil may only address a very small fraction of the market in the US and India. However, actual
market penetration will depend on various factors, including the development of a dedicated sales and marketing team at Caring Brands,
market demand, competitive landscape, and regulatory considerations. There can be no assurance that these efforts will result in significant
market adoption.

Vitiligo

According
to a report by Expert Market Research (2024)4, the global vitiligo treatment market was valued at ~ USD 538.90 million in
2024. The global market is projected to grow at a compound annual growth rate (CAGR) of 4.60% from 2025 to 2034, reaching ~ USD 807.70
million by 2034 (Expert Market Research, 2024). According to Expert Market Research (2024), this growth is attributed to the increasing
global prevalence of vitiligo and the rising demand for effective treatments, and Management believes that these factors may contribute
to expanding market opportunities. However, actual market expansion may be influenced by factors such as regulatory changes, competition,
and advancements in alternative therapies, which could impact the overall demand for vitiligo treatments.

1.
Future Market Insights (2023) – Phototherapy Treatment Market: https://www.futuremarketinsights.com/reports/north-america-and-europe-phototherapy-treatment-market

2.
Nature Reviews Drug Discovery (2024) – The Pipeline and Market for Psoriasis Drugs, Vol. 23, Issue 7, Pages 492-493. Doi: https://doi.org/10.1038/d41573-024-00018-2

3.
National Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC4252960/ Kumar S, Nayak C., Padhi T, et al. (November,
2014). Epidemiological pattern of psoriasis, vitiligo, and atopic dermatitis in India: A hospital-based point prevalence. Indian
Dermatology Online Journal, 5(Suppl 1), S2–S8. Doi: 10.4103/2229-5178.144499

4.
Expert Market Research (2024) – Vitiligo Treatment Market: https://www.expertmarketresearch.com/reports/vitiligo-treatment-market

2

According
to the report by Expert Market Research (2024), the US market is expected to remain the dominant market for vitiligo treatments. The
report also states that the Asia Pacific region is expected to witness the fastest growth during the forecast period due to increasing
awareness, emerging treatment options, growing research and development activities, and favorable government initiatives in developing
nations. As part of this Asia Pacific region, management believes India presents a potential opportunity for market expansion. However,
there is no certainty that this growth will materialize as expected, as it depends on various external factors, which will impact the
overall demand.

As
per reports published on the National Centre for Biotechnology Information5 6, across studies from India, the prevalence of
vitiligo has consistently been reported to be between 0.25%-4% (Cureus Report)5 and can reach as high as 8.8% of the population
in certain regions like Gujarat and Rajasthan (Indian Journal of Community Medicine)6, making India a highly affected region
globally. However, even though Management believes that this presents a potential market opportunity, Vitiligo treatment with Photocil
is expected to address only a very small fraction of the total global market. Future market penetration is uncertain and subject to factors
such as regulatory approvals, competitive dynamics, and effective marketing strategies. There can be no assurances that Photocil will
achieve meaningful adoption in the market.

Our
licensee in India, Cosmofix and San Pellegrino Cosmetics, is currently exploring additional sub-licensing opportunities in Nepal, Bangladesh,
Sri Lanka, Vietnam, Philippines, Malaysia, Cambodia, Laos, Indonesia, UAE, Egypt, Algeria, Tunisia, Congo, Nigeria, Kenya, Thailand,
Bahrain, Iran, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, and Saudi Arabia. For further details in relation to the license
agreement, please see “Intellectual Property – License Agreements” below. We are also in preliminary discussions
regarding potential licensing opportunities in Europe and South America, though no formal agreements are currently in place. The results
of clinical trials on Photocil have been published in Expert Opin Pharmacother, including 2014 Dec;15(18):2623-7; Dermatol Ther. 2014
Jul-Aug;27(4):195-7; Dermatol Ther. 2014 Sep-Oct;27(5):260-3. In July 2021, Safety Shot (then Jupiter Wellness) obtained an exclusive
license from Applied Biology Inc. to manufacture and sell Photocil. Subsequently, in June 2022, Safety Shot (then Jupiter Wellness) acquired
all assets of Applied Biology Inc., including Photocil, through an asset purchase agreement. The product was commercially launched in
India in September 2022 under a licensing agreement with Cosmofix and San Pellegrino Cosmetics and entered the U.S. market in Q4 2022
via Amazon. However, it was removed from the U.S. market in February 2023 due to insufficient sales resulting from the lack of a dedicated
sales and marketing team. In India, Photocil is currently marketed as an OTC product compliant with local regulatory standards. In the
United States, it was previously commercialized with FDA-registered labeling as a Jupiter Wellness product. We plan to apply for a National
Drug Code (NDC) number for FDA registration prior to relaunching the product in the U.S. market. In July 2021, Safety Shot, then Jupiter
Wellness, obtained an exclusive license from Applied Biology Inc. to manufacture and sell Photocil. Subsequently, in June 2022, Safety
Shot (then Jupiter Wellness). acquired all assets of Applied Biology Inc., including Photocil, through an asset purchase agreement. The
product was commercially launched in India in September 2022 under a licensing agreement with Cosmofix and San Pellegrino Cosmetics and
entered the U.S. market in Q4 2022 via Amazon. However, it was removed from the U.S. market in Q2 2023. In India, Photocil is currently
marketed as an OTC product compliant with local regulatory standards. In the United States, it was previously commercialized with FDA-registered
labeling as a Jupiter Wellness product. We plan to apply for a National Drug Code (NDC) number for FDA registration prior to relaunching
the product in the U.S. market. Photocil has been evaluated in clinical trials for the treatment of vitiligo and psoriasis, demonstrating
significant efficacy.

5.
National Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC11112533/ Saha D, Roy S, Ahmed R, et al. (April
23, 2024). Clinico-Epidemiological Profile of Vitiligo Among Patients Attending a Tertiary Care Centre of North-East India. Cureus
16(4): e58804. doi:10.7759/cureus.58804

6.
National Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC4134529/ Vora R V., Patel B., Chaudhary A.H.,
et al. (July – Sept 2014). A Clinical Study of Vitiligo in a Rural Set up of Gujarat. Indian Journal of Community Medicine
39(3):p 143-146, Jul–Sep 2014. Doi: 10.4103/0970-0218.137150

3

Our
Hair Enzyme Booster (JW-700), previously known as Minoxidil Booster, was initially developed by Applied Biology Inc. and was
acquired by Safety Shot (then Jupiter Wellness) in June 2022 through an asset purchase agreement. The product received labelling
approval as a cosmetic from the Central Drugs Standard Control Organization (CDSCO) and is currently being manufactured and sold in
India through our agreement with Cosmofix and San Pellegrino Cosmetics. Hair Enzyme Booster (JW-700) was launched on Amazon on
October 28, 2024, and became available on NOVODX’s e-commerce platform on December 11, 2024. As of the date of this annual
report, the Hair Enzyme Booster (JW-700) is currently only for sale on Amazon.

The
Hair Enzyme Booster has been clinically shown to increase the enzymes needed for minoxidil (an FDA-approved over-the-counter medication
used to treat hair loss and promote hair regrowth) to work, sulfotransferase enzymes, by using the product topically in conjunction with
topical minoxidil. The Hair Enzyme Booster (JW-700) is marketed and sold as a cosmetic product in the U.S., containing GRASE ingredients
that do not require FDA pre-market approval and complying with FDA labeling requirements. In India, it is currently marketed under local
cosmetic regulations. The Company launched the Hair Enzyme Booster (JW-700) in the U.S in the fourth Quarter of 2024. The product is
designed to improve Minoxidil efficacy and is available as a topical solution. It is designed to enhance the efficacy of minoxidil by
increasing necessary enzyme levels and must be used in combination with FDA-approved minoxidil products. JW-700 does not independently
treat hair loss or promote hair regrowth. Clinically shown to increase the sulfotransferase enzyme needed for minoxidil to work, has
2 granted and 5 pending patents.

Minoxidil
market was valued at $1.5 billion in 2022 and is expected to grow to $2.5 billion by 2032. Licensed to Taisho, a $2.6 billion revenue
company and Japan’s leading seller of minoxidil products. They expect to launch the product commercially in 2025. The term of the
Taisho License is for five (5) years with an automatic renewal of one (1) year unless terminated otherwise. As consideration, Caring
Brands shall receive up to $200,000 in milestone payments and a 3% royalty subject to the terms and conditions of the Taisho License.
On September 1, 2022, Safety Shot (then Jupiter Wellness), entered into a license agreement with Cosmofix and San Pellegrino cosmetics
to market and manufacture the Hair Enzyme Booster (JW-700) and Photocil for the Indian market and 31 other companies in Africa and Far
East. The license is for three years with an automatic renewal of one (1) year unless terminated otherwise. Photocil and the Hair Enzyme
Booster (JW-700) are being sold in India. As consideration a 3% royalty subject to the terms and conditions of the Cosmofix/San Pellegrino
license. The License was transferred to the Company, pursuant to the Separation and Exchange Agreement (as defined below). The Company
launched the Hair Enzyme Booster (JW-700) in the US in 4Q, 2024. As the product contains components that are generally regarded as safe
(GRASE) it does not require FDA approval. Clinical studies on the Hair Enzyme Booster (JW-700) have been published: Journal of Cosmetic
Dermatology (2022), Vol.21, Issue 4, 1647-1650. The Hair Enzyme Booster (JW-700) has undergone multiple clinical trials, demonstrating
its potential efficacy in treating androgenetic alopecia (AGA). The Hair Enzyme Booster (JW-700) is designed to enhance the efficacy
of minoxidil by increasing necessary enzyme levels and must be used in combination with FDA-approved minoxidil products. The Hair Enzyme
Booster (JW-700) does not independently treat hair loss or promote hair regrowth.

CB-101
treatment for Atopic Dermatitis (Eczema) is a topical over-the-counter treatment for atopic dermatitis (eczema) with dual-action relief
from aspartame (ASN) and colloidal oatmeal. In clinical studies of the prior formulation (containing CBD), JW-100 cleared or reduced
eczema following 2 weeks of use and may prove potentially superior to existing prescription drugs. It currently has 4 pending patents,
with the global eczema treatment market valued at $14 billion in 2022. 31.6 million Americans, or 10% of the population, have eczema;
86% are not satisfied with their treatment and want more and better treatment options. CB-101 eczema treatment is planned to undergo
reformulation, which we expect to complete in Q4 2025/Q1 2026, and it is anticipated to be available online in the US in the second quarter
of 2026 as an over-the-counter product under a USP monograph. Reformulation activities are currently in the exploratory phase. PCB-101
will be marketed as an OTC product under the applicable monograph. It contains colloidal oatmeal, which is covered under the USP monograph
for skin protectant products. The product will comply with all requirements outlined in the applicable USP monograph and will require
FDA registration and an NDC number prior to marketing. The clinical study on JW-100 was published in the Journal of Cosmet. Dermatol.,
Vol. 21, Issue 4, April 2022, pp: 1647-1650. The original formulation, JW-100, contained CBD as an active ingredient, while the new formulation,
CB-101, removes CBD, while maintaining aspartame (ASN) and introducing colloidal oatmeal as key ingredients. This dual-action formulation
is designed to provide relief from eczema symptoms and allows the product to be marketed as an OTC product under a USP monograph for
skin protectants. The reformulated product retains the therapeutic approach of the original while utilizing ingredients compliant with
applicable monographs. The development process is expected to move into its final stages upon resumption, with $150,000 anticipated to
be allocated to completing formulation development, $200,000 planned for the initial production run, and $50,000 for clinical testing.

4

NoStingz
is planned to undergo reformulation under Caring Brands as a sunscreen product designed to provide protection against both UV rays and
jellyfish stings. The previously commercialized version contained FDA-compliant sunscreen active ingredients. All actives are intended
to meet the USP specifications mandated by the FDA in its sunscreen monograph. We have not yet established a timeline for commercial
launch. As the product contains ingredients with well-established safety profiles, it is not expected to require FDA approval. NoStingz
will be regulated as a sunscreen product and will comply with the FDA’s sunscreen guidelines. It will contain FDA-approved sunscreen
active ingredients and will require FDA registration and an NDC number prior to marketing.

Our
products are tested for quality and stability each time they are manufactured. One of our manufacturers is Stella Indusstries Ltd, Haryana,
India, which manufactures The Hair Enzyme Booster (JW-700) and Photocil for the Indian market. Stability on commercial batches manufactured
in India indicates a shelf life of at least 24 months. Stella Indusstries is compliant with the FDA’s Current Good Manufacturing
Practice, or CGMP, regulations in accordance with 21 CFR 210/211 required for over-the-counter drug products. It is ISO-9001 certified.
Another manufacturer is DCR Labs, Daytona Beach, Florida, which is also fully compliant with the FDA’s Current Good Manufacturing
Practice, or CGMP, for cosmetic products.

We
expect to continually update and expand upon our corporate website and further refine our online retail strategies on an ongoing basis.
CaringBrands.com is our primary corporate website, which will serve as the primary source of information about us for investors and will
contain press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. We have
built an e-commerce platform designed to connect us directly to consumers. We use the platform to sell products, educate customers, and
build brand loyalty.

Clinical
Trials of our Products

Hair
Enzyme Booster (JW-700) Clinical Studies

Trial
1 - SULT1A1 Enhancement Study (2020)

Design:
Conducted over 14 days, the study involved 19 AGA patients who applied the booster twice daily, with follicular sulfotransferase activity
measured before and after treatment.

Primary
endpoint: Change in sulfotransferase enzyme activity

Scope:
The study evaluated the effect of a topical booster on SULT1A1 activity in hair follicles of androgenetic alopecia (AGA) patients. SULT1A1
plays a role in enzymatic processes within the follicle, and the study aimed to measure any changes in its activity following booster
application.

Results:

Pre-treatment
average: 0.2206 (95% CI: 0.1661 to 0.2750)

Post-treatment
average: 0.4946 (95% CI: 0.2036 to 0.7855)

Percentage
change in SULT1A1 activity: 124%

p-value:
p < 0.03 (The Company believes this is statistically significant.)

No
adverse events reported

5

Trial
was conducted by Applied Biology and conducted at the Department of Dermatology and Radiotherapy, São Paulo State University (UNESP)
Botucatu – SP, Brazil. Principal Investigator: Dr. Paulo Müller Ramos, MD, PhD). Employees of Caring Brands were not authors
on this paper.

*SULT1A1
(sulfotransferase enzyme): A family of enzymes essential for activating minoxidil in the scalp by converting it into its active form
(minoxidil sulfate).

*AGA
(Androgenetic Alopecia): Also known as male-pattern baldness or female-pattern hair loss. It is a common form of hair loss caused by
a combination of genetic and hormonal factors, particularly the effects of dihydrotestosterone (DHT) on hair follicles.

*CI
(Confidence Interval): A statistical range used to estimate the true value of a population parameter based on sample data. It provides
an interval within which the parameter is expected to fall with a certain level of confidence.

p-value:
A statistical measure indicating the probability that the observed results occurred by chance. A lower p-value (typically <0.05) suggests
stronger evidence against the null hypothesis.

Trial
2 - Efficacy Study (2021): published in J.Cosmetic Dermatol. 2021, 1-4

Design:
60-day randomized, double-blind, placebo-controlled study

Participants:
24 male AGA patients (Norwood scale 2-6)

Primary
endpoint: Change in hair regrowth

Results:

Treatment
group response rate: 75% (9 of 12 participants)

Placebo
group response rate: 33% (4 of 12 participants)

p-value:
0.023 (The Company believes this is statistically significant.)

No
adverse events reported

Clinical
Evidence: In a randomized blinded clinical trial 24 males with androgenic alopecia (Norwood scale average 4.4, range 2–6) completed
the trial: 12 in the active arm and 12 in placebo. 75% of the subjects in the treatment group exhibited hair regrowth, compared to 33%
in the placebo group (p = 0.023).

Trial
was conducted by Applied Biology at the Department of Dermatology, LTM Medical College & Hospital Sion, Mumbai, India, Principal
Investigator Dr. Rachita Dhurat MD). Employees of Caring Brands were not authors on this paper.

*Norwood
Scale: A classification system used to measure the stages of male pattern baldness (androgenetic alopecia, AGA). It ranges from Stage
1 (minimal or no hair loss) to Stage 7 (severe baldness with only a horseshoe-shaped fringe of hair remaining on the sides and back of
the scalp).

Trial
3 - Latest Clinical Study (2024) Conducted by Caring Brands

Design:
Open-label, single-arm, single-period exploratory study evaluating JW-700, a topical treatment for androgenetic alopecia (AGA). The study
enrolled 20 to 40 adult subjects who applied JW-700 to the scalp twice daily for 14 days. Sulfotransferase (SULT1A1) activity in the
outer root sheath (ORS) of hair follicles was measured before and after treatment using the MX-IVD diagnostic test.

Primary
endpoint: Change in SULT1A1 enzyme activity

Scope:
Study aimed to assess the ability of JW-700 to upregulate SULT1A1 activity, a key enzyme involved in minoxidil activation. The primary
objective was to determine whether JW-700 could enhance SULT1A1 expression, while the secondary objective focused on evaluating the treatment’s
safety and tolerability

6

Results:

32%
increase in SULT1A1 enzyme activity across all subjects

47%
increase in SULT1A1 in non-responder subgroup (OD<0.4)

75%
of subjects showed increased enzyme activity

31%
of non-responders converted to responders

Statistical
significance: p=0.0700 (The Company believes this is not statistically significant. It should be noted that establishing statistical
significance was not an objective of Trial 3, as this trial served primarily as a bridging study to assess the impact of a minor formulation
change rather than to confirm efficacy.)

Duration:
14 days

No
adverse events reported

Clinical
Evidence: In an open-label study evaluating SULT1A1 enzyme activity, 75% of subjects exhibited an increase in enzyme levels, and 31%
of non-responders demonstrated a shift to responder status. Changes in enzyme activity were observed across all subjects, with varying
levels of increase among different subgroups.

Caring
Brands Employees were involved in preparing the clinical protocol for, and in the execution of this trial. No paper has been published
as of this date. The trial was conducted in India by Enem Nostrum Remedies Pvt. Ltd. Principal Investigators were Dr. Rajan Sharma, MD
and Dr. Rohit Wadgaonkar, MD.

*OD
(Optical Density): A measure commonly used in biochemical assays to quantify enzyme activity, protein concentration, or cell density.

Vitiligo
Trial: Published in Dermatologic Therapy (2014) 27, 1-4

Design:
Double-blind, placebo-controlled study

Participants:
15 patients with acrofacial vitiligo

Duration:
Average 11 weeks

Results:

28%
achieved 70% re-pigmentation

28%
achieved 50% re-pigmentation

44%
achieved 30-40% re-pigmentation

Placebo
group: Only 10% achieved 20% re-pigmentation

Statistical
significance: p<0.0001 (The Company believes this is highly statistically significant.)

Clinical
Evidence: A double-blind, placebo-controlled study evaluated re-pigmentation rates in 15 patients with acrofacial vitiligo over an average
treatment period of 11.25 weeks. Among patients receiving the topical cream, 28% exhibited 70% re-pigmentation, 28% exhibited 50% re-pigmentation,
and 44% exhibited 30-40% re-pigmentation. In the placebo group, 10% of patients exhibited 20% re-pigmentation. The study reported a p-value
of <0.0001. No adverse events were observed.

Trial
was conducted by Applied Biology at the Vimala Dermatological Center, Sanghvi Hospital, Mumbai, India, Principal Investigator Dr. Antonio
Salafia. Employees of Caring Brands were not authors on this paper.

Psoriasis
Trial: Published in Dermatologic Therapy (2014) 27, 260-263

Design:
Double-blind, placebo-controlled study

Participants:
15 psoriasis patients

Duration:
Average 38 sessions

Results:

43%
achieved complete clearance

Remaining
patients achieved at least 50% clearance

Mean
lesion clearance: 75%

Placebo
group: No patients exceeded 20% clearance

Statistical
significance: p<0.00012 (The Company believes this is highly statistically significant.)

7

Clinical
Evidence: A double-blind, placebo-controlled study evaluated lesion clearance in 15 psoriasis patients following an average of 38 sessions
of treatment. In the treatment group, 43% of patients exhibited complete clearance, while the remaining patients exhibited at least 50%
lesion clearance. The mean lesion clearance in the treatment group was 75%. In contrast, no patients in the placebo group exceeded
20% lesion clearance. The study reported a p-value of <0.00012, calculated using an unpaired two-tailed Student’s t-test.

*Student’s
t-test: A statistical test used to test whether the difference between the response of two groups is statistically significant or not.

*Unpaired
two-tailed student’s t-test: Used to compare the means of two samples when each individual in one sample is independent of every
individual in the other sample.

Trial
was conducted by Applied Biology at the Vimala Dermatological Center, Sanghvi Hospital, Mumbai, India, Principal Investigator Dr. Antonio
Salafia. Employees of Caring Brands were not authors on this paper.

All
trials were independently conducted and funded, with Applied Biology or Caring Brands, Inc. providing study materials at no cost. The
studies were conducted in compliance with Good Clinical Practices and received appropriate ethical approvals.

Intellectual
Property

Caring
Brands Reference

Scope
& Technology

Type
of Patent Protection

Country

Status

Application

Number

Patent
No.

Expiry
Date (if applicable)

JW-100/CB-101

Topical
product containing aspartame & colloidal oatmeal

Composition
and methods for treatment of atopic dermatitis

Australia

Pending

2020331290

-

China

Published

202080071037.7

-

Mexico

Pending

MX/a/2022/001723

-

United
States of America

Published

17/937,327

-

Hair
Enzyme Booster (JW-700)

Stimulates
production and release of sulphotransferases in hair outer root sheet for conversion of minoxidil to active minoxidil sulphate. Correlated
with improved hair growth.

Composition
and methods for increasing level of sulphotransferases in hair outer root sheet.

United
States of America

Granted

16/593,577

11,766,392

October
4, 2039

United
States of America

Published

18/474,052

-

United
States of America

Granted

16/747,685

11,628,132

October
4, 2039

United
States of America

Published

18/301,951

-

United
States of America

Published

17/806,363

-

Patent
Cooperation Treaty

Published

PCT/US2023/062611

-

India

Pending

202317067100

-

Japan

Pending

2023-540689

-

TAAR
Receptor Agonists for the Treatment of Alopecia

-

-

United
States of America

Published

17/155,865

-

-

JW-710

Topical
product containing minoxidil and JW-700

Composition
and methods

United
States of America

Pending

63/594,884

-

Photocil

Topical
Narrow-band UV filter

Composition
and methods for treatment of psoriasis and vitiligo

United
States of America

Granted

14/145,824

10,111,821

November
5, 2032

8

Research
and Development and License Agreements

On
June 20, 2024, the Company entered into a Research Collaboration and Non-Exclusive License Agreement, as amended and restated on July
22, 2024 (the “License Agreement”) with NOVODX Corporation a Delaware corporation and a related party (“NOVODX”).
NOVODX is a diagnostic company dedicated to the development and commercialization of innovative health products, with a primary focus
on rapid diagnostic screenings and their companion therapeutics (see the Section “Certain Relationships And Related Party Transactions,”
below). NOVODX is engaged in the research and development of rapid diagnostic devices intended for both Over the Counter (“OTC”)
and Point of Care (“POC”) applications. NOVODX aims to manufacture, market, and sell these devices, either directly or indirectly,
for use in at-home diagnostic screenings. NOVODX possesses or has the rights to use (through licenses or other agreements) certain assets,
patent applications, and associated know-how, technology, scientific, and technical information. Collectively, these resources are referred
to as the GoldNTM Ebola Rapid Test Technical Information, which pertains to the development of an Ebola diagnostic test (the “Ebola
Rapid Test”). The agreement provides for issuance of 3,000,000 shares of restricted common stock, which were issued upon the agreement’s
effectiveness.

The
agreement remains in effect until the earlier of the royalty term expiration or agreement termination. It does not permit sublicensing
or assignment, and requires a 90-day notice for termination.

To
date, no payments have been made under this agreement, other than the issuance of the restricted common stock. Additionally, no commercialization activities commenced under this agreement. This agreement was terminated as part of a settlement agreement with NOVODX on March 10, 2026.

Cosmofix/San
Pellegrino license agreement

On
September 1, 2022, Safety Shot (then Jupiter Wellness) entered into a license agreement with Cosmofix and San Pellegrino Cosmetics (the
“Cosmofix/San Pellegrino License”) to manufacture and distribute Photocil and Hair Enzyme Booster (JW-700) in India and 31
other territories. The License was transferred to the Company pursuant to the Separation and Exchange Agreement. The Cosmofix/San Pellegrino
License has an initial term of three years with automatic one-year renewals unless terminated. The licensee paid an upfront fee of $20,000
and is required to pay $25,000 after launch of all products in the first year, followed by minimum annual royalties of $50,000 from the
second year onwards. After the second year, we may terminate with 30-day notice if annual royalties fall below $50,000. The license grants
exclusive rights to manufacture and distribute the products in India and specified territories including Nepal, Bangladesh, Sri Lanka,
Vietnam, Philippines, Malaysia, Cambodia, Laos, Indonesia, UAE, Egypt, Algeria, Tunisia, Congo, Nigeria, Kenya, Thailand, Bahrain, Iran,
Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, and Saudi Arabia. The licensee is responsible for obtaining necessary regulatory
approvals, and manufacturing must comply with quality specifications and applicable laws.

9

Applied
Biology Inc. /Taisho Pharmaceutical Co. license agreement

On
May 1, 2022, Applied Biology Inc. entered into an exclusive license agreement with Taisho Pharmaceutical Co., Ltd., granting Taisho rights
to certain intellectual property and products. This agreement was subsequently acquired by Safety Shot (then Jupiter Wellness) from Applied
Biology via an asset acquisition and is now owned by the Company following the transfer from Safety Shot pursuant to the Separation Agreement.
The license grants exclusive rights in Japan for the development, manufacture, and commercialization of Hair Enzyme Booster (JW-700)
formulations, including solutions, shampoos, conditioners, and related test products.

The
license covers a comprehensive range of intellectual property, including patents, know-how, trademarks, and trade secrets related to
minoxidil booster products. The agreement applies to current and future formulations, including aerosol versions and successor products.
The technology transfer under the agreement encompasses preclinical and clinical data, regulatory communications, chemistry, manufacturing,
and control (CMC) data, as well as manufacturing processes.

The
agreement is underpinned by robust intellectual property protection, including U.S. Patent 11,766,392 and U.S. Patent 11,628,132 for
the Hair Enzyme Booster (JW-700) for treating alopecia, both expiring October 4, 2039.

The
agreement is structured with an initial term of five years, automatically renewing for successive one-year periods unless terminated.
Financial terms include a $200,000 upfront payment, which was paid to Applied Biology prior to the asset purchase, and a $100,000 milestone
payment contingent upon the first regulatory authorization in Japan (not yet achieved). Additionally, a 3% royalty on net sales is payable
under the agreement.

Under
the agreement, Taisho holds exclusive rights to research, develop, market, manufacture, import, and sell the licensed product in Japan.
The Company, as the successor to Applied Biology, retains rights for all other markets. Caring Brands is responsible for maintaining
and defending the licensed intellectual property, while Taisho is obligated to use commercially reasonable efforts to market the products
within the licensed territory.

The
agreement allows either party to terminate with six months’ notice prior to the expiration of the term or in the event of a material
breach. Post-termination, a one-year non-compete provision restricts activities related to the licensed products.

The
license gives Taisho the exclusive rights to market our Hair Enzyme Booster (the “Booster”) in Japan for which the Company
will receive a royalty on all sales of the Booster. The License was carried on the books of Safety Shot at zero value and the transfer
of the License to the Company will be recorded at zero value.

Raw
Material & Manufacturing

Our
products are manufactured by Sanpellegrino Cosmetics pvt. Ltd. through their manufacturing facility at Stella Indusstries Ltd., who sources
raw materials from multiple qualified vendors. While we currently do not rely on any single or limited number of suppliers for raw materials,
and have not experienced any shortages to date, we cannot provide absolute assurance that raw material availability will not be impacted
in the future by supply chain disruptions, geopolitical events, or other factors beyond our control. Stella Indusstries Ltd., through
our agreement with Sanpellegrino Cosmetics Pvt. Ltd., manufactures the Hair Enzyme Booster (JW-700) for our initial U.S. market launch.
The agreement, effective May 1, 2024, governs the manufacturing of the Hair Enzyme Booster (JW-700) in accordance with brand owner specifications.
Payment terms require 50% of the payment upon order placement and the remaining 50% upon product dispatch. Either party may terminate
the agreement with a 30-day notice. We are also exploring the possibility of engaging DCR Labs, a former manufacturer for Jupiter Wellness,
to potentially manufacture CB-101 in the future. However, no formal agreement is currently in place with DCR Labs.

10

For
our Hair Enzyme Booster (JW-700) and other planned products, our manufacturer maintains relationships with multiple vendors for each
key ingredient to help ensure consistent supply and competitive pricing. While we anticipate adequate availability of raw materials for
our current and planned production volumes, market conditions affecting raw material supply and costs could impact our operations and
manufacturing timelines. We work closely with our manufacturer to monitor raw material inventory levels and maintain appropriate safety
stock to mitigate potential supply disruptions.

The
Cosmofix/San Pellegrino license agreement grants an exclusive, irrevocable, and perpetual license to manufacture, sell, and distribute
Photocil and the Hair Enzyme Booster (JW-700) across India and 31 other territories, including key markets in Asia, the Middle East,
and Africa. The license covers proprietary know-how, including technical information, processes, trade secrets, product formulas, manufacturing
practices, and testing methods. Products must comply with quality specifications and applicable laws, and the licensee is responsible
for obtaining regulatory approvals in the licensed territories.

The
agreement is underpinned by robust intellectual property protection, including U.S. Patent 11,766,392 and U.S. Patent 11,628,132 for
the Hair Enzyme Booster (JW-700) for treating alopecia, both expiring October 4, 2039, and U.S. Patent 10,111,821 for Photocil’s
methods of treating psoriasis, vitiligo, atopic dermatitis, and pruritus, expiring November 5, 2032.

Effective
September 1, 2022, the agreement has an initial term of three years with automatic one-year renewals unless terminated. Financial terms
include a $20,000 upfront payment, a $25,000 payment in the first year following the product launches, and a minimum annual royalty requirement
of $50,000 starting in the second year. The licensor may terminate the agreement with 30 days’ notice if royalties fall below the
annual minimum after the second year. Additionally, Jupiter Wellness (now Caring Brands) retains the right to purchase products at cost
plus 10%.

Our
Market Opportunity

Hair
Enzyme Booster (JW-700) was launched on Amazon on October 28, 2024, and became available on NOVODX’s e-commerce platform on December
11, 2024. We are currently in the early stages of commercialization and are refining our marketing strategies for both platforms. Sales
have been minimal during this initial soft launch period as we optimize our marketing approach and distribution channels. As of the date
of this annual report, the Hair Enzyme Booster (JW-700) is currently only for sale on Amazon.

Discussions
are ongoing to utilize an established third-party e-commerce platform to further expand our online presence. While retail channel opportunities
are being explored, no formal agreements have been executed to date.

As
our product line expands and market presence grows, we will continue to evaluate and pursue additional distribution channels. Our immediate
focus remains on strengthening and growing our e-commerce presence before expanding into traditional retail channels.

Our
Growth Strategy

We
plan to seek acquisition opportunities in the branded consumer products space, including but not limited to additional OTC/cosmetic therapeutic
brands and skin care brands that can be manufactured, marketed and distributed without additional FDA approval. We may market such products
as they are currently formulated or may seek to modify the formulations for such products. We have no definitive agreements in place
to acquire any other entities. We also intend to sell the product online directly through our own website, and other third-party marketplaces
as these sites permit.

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Marketing

We
expect to continually update and expand upon our corporate website and further refine our online retail strategies on an ongoing basis.
caringbrands.com is our primary corporate website, which will serve as the primary source of information about us for investors and contain
press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. We anticipate
that each brand will have its own front-facing website dedicated to retail sales and brand specific information. As we expand our brands
we anticipate utilizing the same strategy and dedicating a new e-commerce website to each brand moving forward. We are also building
a website dedicated to servicing our wholesale and larger distributor clients. This website will have more information about each product
and provide a central location for larger retailers to find more in-depth information about all of our brands in one place.

Competition

The
consumer product industry is highly fragmented with numerous companies, consisting of publicly- and privately-owned companies. There
are also large, well-funded companies that have indicated their intention to compete in the hemp-based product category in the U.S. Our
products feature unique mechanisms of action that have demonstrated clinical benefits, underscoring their effectiveness and value. We
routinely assess internal and external opportunities to optimize stockholder value through the development of innovative new products,
as well as strategic asset acquisitions or sales. With a strong foundation and expertise in the market, we believe we are well-positioned
to capitalize on growth opportunities in the expanding over-the-counter skincare product category. We face competition from larger companies
that are, or may be in the process of offering similar products to ours. Many of our current and potential competitors have longer operating
histories, significantly greater financial, marketing and other resources than we have or may be expected to have. However, our products
are differentiated through a unique mechanism of action that offers clinical benefits not provided by traditional products. This innovation
positions us to compete effectively by demonstrating to consumers that our formulations deliver superior results. We plan to leverage
targeted marketing strategies and education to build brand trust and establish ourselves as a competitive alternative to existing brands.

Competitors
may include major pharmaceutical and biotechnology companies and public and private research institutions. Our management cannot be certain
that we will be able to compete against current or future competitors or that competitive pressure will not seriously harm our business
prospects. These competitors may be able to react to market changes, respond more rapidly to new regulations or allocate greater resources
to the development and promotion of their products than we can.

Furthermore,
some of these competitors may make acquisitions or establish collaborative relationships among themselves to increase their ability to
rapidly gain market share. Large pharmaceutical companies may eventually enter the market.

Competition
faced for each product category

For
the treatment of psoriasis the market is dominated by biologics including IL-23 inhibitors (risankizumab (Skyrizi; AbbVie/Boehringer
Ingelheim) and guselkumab (Tremfya; Janssen)) dominate the US psoriasis market with ~31% market share, followed by IL-17 inhibitors (ixekizumab
(Taltz; Lilly) and secukinumab (Cosentyx; Novartis)) with ~23%, TNF inhibitors with 23% and ustekinumab (Stelara; Janssen) with 13%.
Deucravacitinib (Sotyku; Bristol Myers Squibb) is a member of the Janus kinase inhibitor family. These biologicals can exhibit significant
side-effects commonly including increasing susceptibility to infections. Janus kinase inhibitors in patients 50 years of age and older,
with at least one cardiovascular risk factor, have shown higher rates of all-cause mortality, including sudden cardiovascular death,
major adverse cardiovascular events, overall thrombosis, deep venous thrombosis, pulmonary embolism, and malignancies (excluding non-melanoma
skin cancer) were observed in patients treated with the JAK inhibitor compared to those treated with TNF blockers.

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Most
cases of localized, plaque-type psoriasis can be treated with topical glucocorticoids, although long-term use can be complicated by loss
of effectiveness and atrophy of the skin. Calcipotriene, a vitamin D analogue, and tazarotene, a retinoic acid derivative, are also effective
in the treatment of limited psoriasis. Narrow-band UV therapy, either alone or in combination with topical steroids has also been shown
to be effective.

In
contrast, Photocil allows narrow-band UV rays to target psoriasis with minimal side-effects. Phototherapy is considered to be one of
the most effective therapies for psoriasis but conventional phototherapy lamp treatment requiring frequent physician visits has not gained
patient acceptance. Topical Photocil treatment which can be used at home avoids this problem.

Treatments
for vitiligo include the use of topical corticosteroids and tacrolimus. Ruxolitinib (Opzelura™) a JAK inhibitor is the only biologic
medication approved by the U.S. Food and Drug Administration (FDA) to restore lost skin color in people who have vitiligo. It is marketed
by Incyte. Phototherapy is used, alone or in combination with corticosteroids, and can lead to re-pigmentation. Topical Photocil treatment
is more convenient and has fewer side effects than these other approaches.

Our
Hair Enzyme Booster does not on its own increase hair growth but can work to improve the efficacy of minoxidil, an FDA-approved treatment
for hair growth. There are many products on the market (most of them nutritional supplements) that address improved hair growth. The
majority are not FDA approved. The Hair Enzyme Booster works with a clinically proven FDA-approved product to improve hair growth. The
market for minoxidil in 2024 was over $1billion worldwide. Our license with Taisho, the largest supplier of minoxidil in Japan, shows
the potential of the combination with Hair Enzyme Booster.

Given
the rapid changes affecting the global, national, and regional economies in general and cannabis-related medical research and development
in particular, we may not be able to create and maintain a competitive advantage in the marketplace. Time-to-market is an important factor
in our industry and our success will depend on our ability to develop innovative products that will be accepted by patients as efficient
and helpful to use.

Our
success will also depend on our ability to respond quickly to, among other things, changes in the economy, market conditions, and competitive
pressures. Any failure to anticipate or respond adequately to such changes could have a material effect on our financial condition, operating
results, liquidity, cash flow and our operational performance.

Government
Regulations

Our
business and our products are subject to regulatory requirements for both over-the-counter (OTC) and cosmetic products in the U.S. and
internationally, including by the US Food and Drug Administration (the “FDA”), the Consumer Product Safety Commission (the
“CPSC”), the Federal Trade Commission (the “FTC”). These laws and regulations principally relate to the ingredients,
proper labelling, advertising, packaging, marketing, manufacture, safety, shipment and disposal of our products. Further, as the vast
majority of our products are imported from overseas manufacturers, we may also be subject to Customs Border Patrol clearance regulations
prior to goods being released into the United States market.

We
market certain non-prescription drug products, including certain products that are intended to be used as sunscreens, which are regulated
as over-the-counter (“OTC”) drug products by the FDA. In the U.S., OTC products must comply with the regulatory framework
set forth by the FDA, which includes requirements related to acceptable active ingredients, required labeling, manufacturing specifications,
quality control standards, registration requirements (including National Drug Code (NDC) numbers), and Good Manufacturing Practice (GMP)
compliance.

Certain
OTC drug products are subject to regulation pursuant to United States Pharmacopeia USP “monographs,” which provide standards
applicable to each therapeutic category of non-prescription drug, and establishes conditions, such as active ingredients, uses (indications),
doses, labeling, and testing procedures, under which an OTC drug within that particular category may be generally recognized as a safe
and effective (“GRASE”), and therefore can be marketed without obtaining pre-market approval of an new drug application (“NDA”)
or abbreviated new drug application (“ANDA”). To be legally marketed, among other things, OTC drug products marketed under
an OTC monograph must be manufactured in compliance with the FDA’s GMP requirements for drug products, and the failure to maintain
compliance with these requirements could lead to FDA enforcement action. Moreover, a failure to comply with the OTC monograph requirements
could lead the FDA to determine that the drug is not GRASE, and thus is a “new drug” requiring approval in accordance with
the NDA or ANDA processes, or to make changes to its manufacturing processes or product formulations or labels.

13

We
also market cosmetic products, which are regulated by the FDA under the Federal Food, Drug, and Cosmetic Act (FDCA), as amended by the
Modernization of Cosmetics Regulation Act of 2022 (MoCRA). Under these regulations, we are required to register our manufacturing facilities
with the FDA, list our cosmetic products and their ingredients, maintain safety substantiation records, report serious adverse events,
and comply with Good Manufacturing Practice (GMP) requirements. The FDA now has mandatory recall authority for cosmetic products that
may cause serious adverse health consequences. Failure to comply with these new regulatory requirements could result in FDA enforcement
actions, including mandatory recalls, facility inspections, and potential civil penalties.

Moreover,
the FTC regulates and can bring enforcement action against cosmetic companies for deceptive advertising and lack of adequate scientific
substantiation for claims. The FTC requires that companies have a reasonable basis to support marketing claims. What constitutes a reasonable
basis can vary depending on the strength or type of claim made, or the market in which the claim is made, but objective evidence substantiating
the claim is generally required. The FTC can seek civil monetary penalties, injunctive relief, and consumer redress for violations of
the FTC Act.

In
addition to U.S. regulations, our products are subject to varying regulatory frameworks internationally. For example, in India, our products
must receive approval from the Central Drugs Standard Control Organization (CDSCO) before they can be marketed. All of our products currently
marketed in India have received and maintain the necessary CDSCO approvals.

Our
products in India are regulated under the Drugs and Cosmetics Act, 1940 and the Drugs and Cosmetics Rules, 1945 by the Central Drugs
Standard Control Organization (CDSCO), the national authority responsible for drug and cosmetic safety and compliance in India.

Photocil
was registered as a cosmetic product with CDSCO in October 2022 and complies with the Bureau of Indian Standards (BIS) requirements for
sunscreen products. The Hair Enzyme Booster (JW-700) received CDSCO cosmetic labeling approval in June 2023 and is classified as a cosmetic
product. Its manufacturing and quality control processes comply with Schedule M-II requirements for cosmetics.

Manufacturing
partner, Stella Indusstries Ltd., holds all necessary state licenses and complies with Good Manufacturing Practice (GMP) standards, ensuring
high-quality production. Ongoing regulatory compliance is maintained through regular quality control testing at CDSCO-approved laboratories,
adherence to labeling requirements under the Drugs and Cosmetics Rules, proper documentation and record-keeping, and periodic facility
inspections by state licensing authorities.

Our
Indian licensee, Cosmofix and San Pellegrino Cosmetics, holds all required licenses and permits for importing, manufacturing, and distributing
our products in India. All our product formulations comply with the safety standards set forth in the Drugs and Cosmetics Rules. Any
new products introduced in India will undergo the necessary CDSCO review process prior to commercialization. We continue to work closely
with our manufacturing and distribution partners to ensure ongoing compliance with all applicable Indian regulatory requirements.

Failure
to comply with these regulatory requirements could result in product recalls, regulatory enforcement actions, manufacturing disruptions,
reputational damage, and loss of market access. Additionally, changes in regulations or the interpretation of existing regulations may
require significant resources to maintain compliance and could delay or prevent the launch of our products.

Employees

Currently,
we have three full-time employees, which includes our Chief Executive Officer, Dr. Glynn Wilson;
our operations manager, Paul Jones; and our Executive Chairman, Brian S John. We believe our relations with our employees to be good.

14

Corporate
History

Caring
Brands, Inc. was incorporated in State of Nevada on April 23, 2024, On May 13, 2024, an Amendment to the Articles of Incorporation was
submitted with the State of Nevada to revise the par value to $0.001 per share, followed by an amendment on July 9, 2024 to add 1,000,000
preferred shares with a par value of $0.001 to the authorized share capital. Caring Brands was incorporated for the purpose of the separation
of our business operation from Safety Shot and have not historically operated as a standalone company. Pursuant to the Separation and
Exchange Agreement, we acquired 100% equity in Caring Brands Florida. Consequently, Caring Brands Florida now operates as an operating
subsidiary of the Company.

Caring
Brands, Inc., a Florida Corporation (“Caring Brands Florida”) was originally incorporated in the State of Florida on February
12, 2020, under the name Jupiter Wellness Inc. In June 2020, Articles of Amendment were filed with the Florida Department of State Division
of Corporations to amend the articles of incorporation to change the name of the company to Caring Brands, Inc.

Our
principal business address is 130 S Indian River Drive, Suite 202 pbm# 1232, Fort Pierce, FL 34950. We are currently authorized to issue
a total of 100,000,000 shares of common stock with a par value of $0.001. As of the date of this annual report, we had 12,341,506
shares of common stock issued and outstanding. CaringBrands.com is our primary corporate website, which will serve as the primary source of information about us
for investors and will contain press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each
of our brands. Information contained on or accessible through this website is not a part of this report, and the inclusion of such website
address in this report is an inactive textual reference only.

Implications
of Being an Emerging Growth Company and a Smaller Reporting Company

We
are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a
result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging
growth company, we will not be required to:

●
Have
an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”);

●
Comply
with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation
or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e.,
an auditor discussion and analysis);

●
Submit
certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;”
and

●
Disclose
certain executive compensation related items such as the correlation between executive compensation and performance and comparisons
of the chief executive officer’s compensation to median employee compensation.

In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or
revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until
those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition
period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting
standards.

We
will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which
our total annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined
in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act,”) which would occur if the market
value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed
second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three
year period.

To
the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended, (the “Exchange Act”), after we cease to qualify as an emerging growth company,
certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company,
including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii)
scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead
of three years.

15