CYAB 10-K & 10-Q changes, risk factors and insider trading
Cyabra, Inc. · Nasdaq · Services-Prepackaged Software · CIK 2032341 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
Our business is subject to substantial risks and uncertainties. An investment in our securities involves a high degree of risk. The information presented below supplements the risk factors previously disclosed in “Part I, Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 26, 2026 (our “Annual Report”) and in “Form 10 Information - Risk Factors” in our Current Report on Form 8-K, as filed with the SEC on March 31, 2026 (the “Form 8-K”). In addition to the other information set forth in this report and in our other SEC filings from time to time, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” in our Annual Report and in “Form 10 Information - Risk Factors” in Form 8-K, as supplemented by the information below, which could materially affect our business, financial condition or future results. The risks described in our Annual Report and Form 8-K, as supplemented by the information below, may not be the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor, whether as a result of new information, future events or otherwise.
Removed heading “Risks Relating to the Ownership of the Common Stock”
Removed heading “We may not be able to maintain the listing of our securities on Nasdaq.”
Removed heading “We may not be able to successfully integrate our operations following the Business Combination, which could adversely affect our business, financial condition and results of operations.”
Removed heading “We are dependent on financing arrangements related to the Business Combination and may require additional capital in the future, which may not be available on acceptable terms or at all and could result in significant dilution to our stockholders.”
Largest changes
“If we fail to regain compliance with the minimum MVLS requirement for continued listing on the Nasdaq Global Market, but satisfy the initial or continued listing requirements of the Nasdaq Capital Market, Nasdaq may permit our securities to remain listed by transferring the listing of our securities from the Nasdaq Global Market to the Nasdaq Capital Market. However, there can be no assurance that we would qualify for such transfer or that Nasdaq would approve such transfer. …”see in full comparison
“Our securities are listed on the Nasdaq Global Market. If we violate Nasdaq listing requirements, our securities may be delisted. On May 13, 2026, we received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we are not currently in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires listed securities to maintain a minimum market value of listed securities (“MVLS”) of $50 million. …”see in full comparison
“We are dependent on financing arrangements related to the Business Combination and may require additional capital in the future, which may not be available on acceptable terms or at all and could result in significant dilution to our stockholders.”see in full comparison
“If we are unable to effectively integrate and maintain these systems and processes, or if such systems and controls do not operate as intended, we may experience delays in financial reporting, increased compliance costs, material weaknesses in internal control over financial reporting, or failures to comply with applicable securities laws and stock exchange requirements. Any of these outcomes could harm our reputation, subject us to regulatory scrutiny, adversely affect investor confidence and negatively impact the trading price of our Common Stock.”see in full comparison
“We may not be able to successfully integrate our operations following the Business Combination, which could adversely affect our business, financial condition and results of operations.”see in full comparison
“We may not be able to maintain the listing of our securities on Nasdaq.”see in full comparison
Full comparison: every changed paragraph (15)
Our business is subject to substantial risks and
uncertainties. An investment in our securities involves a high degree of risk. The information presented below supplements the risk factors
previously disclosed in “Part I, Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December
31, 2025, as filed with the SEC on March 26, 2026 (our “Annual Report”) and in “Form 10 Information –- Risk Factors”
in our Current Report on Form 8-K, as filed with the SEC on March 31, 2026 (the “Form 8-K”). In addition to the other information
set forth in this report and in our other SEC filings from time to time, you should carefully consider the factors discussed in “Part
I, Item 1A. Risk Factors” in our Annual Report and in “Form 10 Information –- Risk Factors” in Form 8-K, as supplemented
by the information below, which could materially affect our business, financial condition or future results. The risks described in our
Annual Report and Form 8-K, as supplemented by the information below, may not be the only risks facing us. Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition
and/or operating results. Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor,
whether as a result of new information, future events or otherwise.
Risks Relating to the Ownership of the Common
Stock
We may not be able to maintain the listing
of our securities on Nasdaq.
Our securities are listed on the Nasdaq Global
Market. If we violate Nasdaq listing requirements, our securities may be delisted. On May 13, 2026, we received a written notice (the
“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that
we are not currently in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires listed securities to maintain a minimum market
value of listed securities (“MVLS”) of $50 million. According to the Notice, our MVLS had been below $50 million for 30 consecutive
business days from March 27, 2026 through May 12, 2026. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been provided with
a compliance period of 180 calendar days, or until November 9, 2026, to regain compliance with the minimum MVLS requirement.
The Notice has no immediate effect on the listing
or trading of our common stock on the Nasdaq Global Market. If at any time during the compliance period our MVLS closes at $50 million
or more for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that we have regained compliance with
the applicable requirement, and the matter will be closed.
We intend to actively monitor our MVLS and evaluate
available options to regain compliance with Nasdaq’s continued listing requirements. However, there can be no assurance that we
will be able to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A) or maintain compliance with the other continued listing requirements
of the Nasdaq Global Market.
If we fail to regain compliance with the minimum
MVLS requirement for continued listing on the Nasdaq Global Market, but satisfy the initial or continued listing requirements of the Nasdaq
Capital Market, Nasdaq may permit our securities to remain listed by transferring the listing of our securities from the Nasdaq Global
Market to the Nasdaq Capital Market. However, there can be no assurance that we would qualify for such transfer or that Nasdaq would approve
such transfer. If our securities are delisted from Nasdaq, or if investors perceive that such delisting may occur, it could materially
impair stockholders’ ability to buy and sell our securities and could adversely affect the market price of, and the efficiency of
the trading market for, our securities. Any such delisting could also significantly impair our ability to raise capital and the value
of your investment.
We may not be able to successfully integrate
our operations following the Business Combination, which could adversely affect our business, financial condition and results of operations.
The Business Combination, which was completed
on March 27, 2026, represents a significant and transformational transaction for the Company. As a result of the Business Combination,
the Company transitioned from a private company to a publicly traded company and assumed new operational, financial reporting, internal
control, compliance and governance obligations.
Following the Closing, we must integrate and continue
to operate our financial reporting systems, internal controls over financial reporting, disclosure controls and procedures, and compliance
processes in a manner that satisfies the requirements applicable to a public company. These integration efforts are complex, time-consuming
and costly and may divert the attention of management and key employees away from the day-to-day operation of our business.
If we are unable to effectively integrate and
maintain these systems and processes, or if such systems and controls do not operate as intended, we may experience delays in financial
reporting, increased compliance costs, material weaknesses in internal control over financial reporting, or failures to comply with applicable
securities laws and stock exchange requirements. Any of these outcomes could harm our reputation, subject us to regulatory scrutiny, adversely
affect investor confidence and negatively impact the trading price of our Common Stock.
In addition, the Business Combination may result
in operational challenges, including difficulties coordinating activities across the combined organization, retaining key personnel, and
achieving anticipated efficiencies. There can be no assurance that the Company will realize the expected benefits of the Business Combination
or that the combined business will perform as expected following the Closing.
We are dependent on financing arrangements
related to the Business Combination and may require additional capital in the future, which may not be available on acceptable terms or
at all and could result in significant dilution to our stockholders.
In connection with the Business Combination, the
Company obtained financing through a PIPE, and the proceeds from such financing were an important source of liquidity during the three
months ended March 31, 2026. The Company has incurred operating losses and expects to continue to incur significant expenses as it seeks
to grow its business and operate as a public company. Our ability to continue operations and execute our business plan depends on our
ability to maintain sufficient liquidity. There can be no assurance that additional financing will be available to us when needed, on
acceptable terms or at all. If we are unable to obtain additional capital through equity financings, debt financings or other arrangements,
we may be required to delay, reduce or curtail our operations, product development efforts or commercialization initiatives.
Any future equity or equity-linked financings,
including issuances of Common Stock, preferred stock, warrants or other convertible securities, could result in significant dilution to
existing stockholders and may involve terms that are unfavorable to holders of our Common Stock. In addition, the perception that we may
need to raise additional capital, or that such financings may occur, could adversely affect the trading price of our Common Stock. Given
our current liquidity position and history of operating losses, investors should consider the risk that financing obtained in connection
with the Business Combination, including the PIPE financing, may not be sufficient to support our operations for the long term and that
additional capital raises may be necessary.
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025”
New heading “Cost of Revenues”
New heading “Research and Development Expenses”
New heading “Sales and Marketing Expenses”
New heading “General and Administrative Expenses”
New heading “Finance Expense and Income”
Largest changes
“Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025”see in full comparison
“On July 9, 2026, Cyabra entered into an exchange agreement (the “Exchange Agreement”) with Alpha Capital Anstalt (the “Holder”) that holds the outstanding Series C Convertible Preferred Stock (“Series C Preferred Shares ”), pursuant to which the Holder agreed to exchange at the Exchange Closing (as defined in the Exchange Agreement) an amount of Series C Preferred Shares with an aggregate value of $10,660,000 (the “Preferred Shares Value”), and Cyabra agreed to issue to the Holder, in the exchange therefor: (i) the number of shares of Common Stock; (ii) if applicable, the Pre-Funded Warrants; …”see in full comparison
“On July 9, 2026, Cyabra entered into a conversion agreement (the “Conversion Agreement”) with the holders (the “Holders”) of an aggregate of 35,648,276 of Series A Preferred Shares and Series B Convertible Preferred Stock (“Series B Preferred Shares” and together with the Series A Preferred Shares, the “Preferred Shares”), pursuant to which the Holders agreed that upon the Conversion Closing (as defined in the Conversion Agreement), all of the outstanding Preferred Shares (the “Committed Preferred Shares”) shall be deemed to have been converted (the “Conversion”) into shares of Common Stock …”see in full comparison
Full comparison: every changed paragraph (50)
On March 27, 2026 (the “Effective Time”
or “Closing”), Cyabra Strategy Ltd. (“Legacy Cyabra”) and Trailblazer Holdings, Inc. (“Holdings”)
consummated the business combination (the “Business Combination”) as contemplated by a definitive business combination agreement
and Holdings changed its name to Cyabra, Inc. (the “Company” or “Cyabra”). As a result, the financial statements
of Legacy Cyabra are now the financial statements of the Company. The following discussion and analysis of the financial condition and
results of operations should be read together with our condensed consolidated financial statements for the six and three months ended MarchJune 31,
30, 2026 and 2025, and the related notes included elsewhere in this Quarterly Report on Form 10-Q and Legacy Cyabra’s audited financial statements
for the year ended December 31, 2025 and the related notes incorporated by reference into the Company’s Form 8-K filed with the
U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026.
Cyabra is an entity that was formed for the purpose of effecting the
Business Combination and now serves as a publicly-traded company. Its fully owned subsidiary is Legacy Cyabra, an Israeli company that
was formed on July 13, 2017. Cyabra uncovers disinformation spread online. Disinformation diminishes trust, creates false or negative
narratives and content and sows dissension. Creators of disinformation may be sponsored by foreign governments, competitors, or other
third parties with significant resources and access to highly sophisticated generative artificial intelligence tools that generate and
spread fake content. They use these tools to create botboth networks and fake social media accounts to disseminate disinformation, inciting
fear, anger and distrust and making us question everything we see or read. These tools make it difficult for the targets of the disinformation,
whether they are corporations or public sector agencies, to detect and combat its spread. In many cases, these targets do not have the
tools or expertise to effectively identify or counteract the threat. As fake accounts using enhanced AI tools appear more and more authentic,
the line between real and fake is disappearing. Cyabra combats disinformation by leveraging advanced artificial intelligence (“AI”)
and machine learning technologies to monitor and analyze online conversations in real-time. Developed by experts in information warfare,
Cyabra’s platform collects publicly available data from social media and news sites. The platform applies Cyabra’s proprietary
algorithms to assess authenticity and sentiment, enabling Cyabra to identify fake accounts, uncover harmful narratives, detect GenAI text
and images, and filter between real and fake profiles, helping customers protect their brand reputation and ensure the authenticity of
online discourse about them.
Legacy Cyabra began offering its application to customers in 2022 and
to date has generated limited revenues. Consequently, Cyabra has funded its operations principally through the issuance of Ordinary and
Preferred Shares. Cyabra’s ability to generate significant revenues and achieve profitability depends on its ability to successfully
continue to develop and commercialize its application and solutions provided by its applications. As of MarchJune 31,30, 2026, Cyabra had
an accumulated deficit of approximately $58.1$61.6 million. Cyabra expects to incur significant expenses and operating losses in the future
as it grows its business and continues to develop and commercialize its application and solutions provided by its applications. Furthermore,
Cyabra expects to incur additional costs associated with operating as a public company. Cyabra will need to generate significant revenues
to achieve profitability and may never do so.
Cost of revenues consists primarily of costs of serversservers, salaries and related personnel expenses and royalties
paid to the Israel Innovation Authority. Cyabra expects its cost of revenues to increase as its business grows and it continues to develop
and commercialize its application and solutions provided by its applications.
Sales and marketing expenses
consist primarily of personnel-related costs, including salaries and share-basedrelated compensation,personnel expenses, as well as reseller fees and commissions, conferences and exhibitions costs, consulting fees, share-based compensation expenses, travel expenses
and other sales and marketing costs. Cyabra expects that sales and marketing expenses will increase in the future as Cyabra increases
its commercialization efforts.
General and administrative
expenses consist primarily of professional services, salaries and related expenses, share-based payments expenses, professionalinsurance services,expenses, travel expenses, and other
general and administrative expenses. Cyabra expects that general and administrative expenses will increase in the future as Cyabra increases
its general and administrative headcount to support the commercialization of its products. Cyabra also expects to incur increased expenses
associated with being a public company, including costs of accounting, audit, legal, regulatory and tax compliance services, directors
and officers insurance, and investor and public relations costs.
Finance expense and income
mainly consist of interest expenses, revaluation of financial liabilities, bankinterest fees, andexpenses, exchange rate differences.differences and bank fees.
Comparison of the threesix months ended MarchJune 31,
30, 2026 to the threesix months ended MarchJune 31,30, 2025
The following table summarizes
Cyabra’s results of operations for the threesix months ended MarchJune 30, 2026 and 2025:
Revenues for the threesix months
ended MarchJune 31,30, 2026 were approximately $1.4$3.3 million, an increase of approximately $0.2$0.7 million, or 12%,26%, compared to approximately
$1.3 $2.6 million for the threesix months ended MarchJune 31,30, 2025. The reason for the increase in revenues was due to new customers using
Cyabra’s products that joined during 2026 contributed approximately $0.2$0.9 million to the revenues for the threesix months ended
March 31,June 30, 2026, in addition to increased revenues recognition from existing customers, which was partially offset by customers that
did not renew their contracts in 2026.
Cyabra’s ARR was approximately
$7.0 $8.1 million as of MarchJune 31,30, 2026, compared to approximately $5.9$6.3 million as of MarchJune 31,30, 2025. While year-over-year
revenue grew by 12%,26%, our ARR saw a more substantialhigher increase of 19%.29%. This performance reflects a strong surge in booking activity from
new customers during the latter part of the last year. While the revenue recognition rules mean these deals only contributed marginally
to this quarter’speriod’s top line, the growth in ARR serves as a key leading indicator for the accelerated revenue we expect to realize in the
coming year.
Cost of revenues for the three
six months ended MarchJune 31,30, 2026 was approximately $0.2$0.5 million, aan similarincrease levelof approximately $0.1 million, or 21%, compared to approximately $0.2$0.4 million for
the threesix months ended MarchJune 31,30, 2025. The similar levelincrease in cost of revenues,sales althoughis thein revenuesline werewith higher,revenue was primarily due
to improved servers costs efficiencies.growth.
Gross profit for the three
six months ended MarchJune 31,30, 2026 was approximately $1.2$2.8 million, an increase of approximately $0.2$0.6 million, or 15%,27%, compared
to approximately $1.1$2.2 million for the threesix months ended MarchJune 31,30, 2025. The increase resulted primarily from an increase in our revenues
and improved servers costs efficiencies.revenues.
Research and development expenses for the threesix months ended MarchJune 31,
30, 2026 were approximately $5.5$7.6 million, an increase of approximately $3.7$3.9 million, or 198%,105%, compared to approximately $1.9$3.7 million
for the threesix months ended MarchJune 31,30, 2025. The increase resulted primarily from an increase in share-based payment expenses and payroll and related personnel expenses,
as well as share-based payment expenses of $2.7$3.6 million, mainly as a result of expenses recognizedrelated as a result ofto the closing of the Business
Combination.
Sales and marketing expenses
for the threesix months ended MarchJune 31,30, 2026 were approximately $1.3$2.6 million, a decrease of approximately $0.5$0.6 million, or
28%, 20%, compared to approximately $1.7$3.2 million for the threesix months ended MarchJune 31,30, 2025. The decrease resulted primarily from
a decrease in payroll and related expenses, sales commissions and share-based payment expenses,expenses and sales commissions, as a result of higher level of marketing
activities in the threesix months ended MarchJune 31,30, 2025.
General and administrative expenses for the threesix months ended MarchJune 31,
30, 2026 were approximately $6.3$7.6 million, an increase of approximately $4.8 million, or 315%,175%, compared to approximately $1.5$2.8 million
for the threesix months ended MarchJune 31,30, 2025. The increase resulted primarily from an increase in professional services expenses, as
well as payroll and related personnel expenses and share-based payment expenses of $2.4$4.7 million, asprimarily arelated result ofto the closing of the Business Combination.
Operating loss for the threesix months ended MarchJune 31,30, 2026 was approximately
$11.8 $14.9 million, an increase of approximately $7.8$7.5 million, or 193%,100%, compared to approximately $4.0$7.5 million for the three
six months ended MarchJune 31,30, 2025, primarily as a result of share-based payment expenses ofand $5.2 million,payroll and related personnel expenses, as well as one-time non-recurring expense
of $3.4 million related to the Business Combination, as well as an increase in expenses.Combination.
Finance income for the threesix months ended MarchJune 31,30, 2026 was approximately
$1.1 $0.8 million, ana increasedecrease of approximately $0.3$0.9 million, or 46%,53%, compared to finance income of approximately $0.7$1.7 million
for the threesix months ended MarchJune 31,30, 2025. The increasedecrease was primarily attributable to higher interest expenses, as well as lower non-cash gains recognized from the remeasurement
of financial liabilities measured at fair value during the period.period and higher exchange rate expenses.
Total loss for the threesix months ended MarchJune 31,30, 2026 was approximately
$10.8 $14.2 million, an increase of approximately $7.5$8.4 million, or 225%,147%, compared to approximately $3.3$5.8 million for the three
six months ended MarchJune 31,30, 2025,2025. The increase in total loss was primarily as a result of share-based payment expenses of $5.2$5.4 million, and a one-time non-recurring expense
of $3.4 million related to the Business Combination, as well as an increase in expenses.Combination.
Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025
The following table summarizes Cyabra’s results of operations for the three months ended June 30, 2026 and 2025:
Revenues
Revenues for the three months ended June 30, 2026 were approximately $1.9 million, an increase of approximately $0.5 million, or 39%, compared to approximately $1.3 million for the three months ended June 30, 2025. The reason for the increase in revenues was due to new customers using Cyabra’s products that joined during the three months ended June 30, 2026 that contributed approximately $0.7 million in revenues for the three months ended June 30, 2026, in addition to increased revenues recognition from existing customers, which was partially offset by customers that did not renew their contracts in 2026.
Cost of Revenues
Cost of revenues for the three months ended June 30, 2026 was approximately $0.3 million, an increase of approximately $0.1 million or 43% compared to approximately $0.2 million for the three months ended June 30, 2025. The increase in cost of sales is in line with revenue growth.
Gross Profit
Gross profit for the three months ended June 30, 2026 was approximately $1.5 million, an increase of approximately $0.4 million, or 39%, compared to approximately $1.1 million for the three months ended June 30, 2025. The increase in gross profit resulted from an increase in our revenues.
Research and Development Expenses
Research and development expenses for the three months ended June 30, 2026 were approximately $2.1 million, an increase of approximately $0.2 million, or 12%, compared to approximately $1.8 million for the three months ended June 30, 2025. The increase in research and development expenses resulted primarily from an increase in payroll and related personnel expenses, as well as an increase in research and development software and storage costs partially offset by a decrease in share-based payment expenses.
Sales and Marketing Expenses
Sales and marketing expenses for the three months ended June 30, 2026 were approximately $1.3 million, a decrease of approximately $0.2 million, or 10%, compared to approximately $1.5 million for the three months ended June 30, 2025. The decrease in sales and marketing expenses resulted primarily from a decrease in share-based payment expenses and was partially offset by an increase in payroll and related personnel expenses.
General and Administrative Expenses
General and administrative expenses for the three months ended June 30, 2026 were approximately $1.3 million, an increase of approximately $0.1 million, or 5%, compared to approximately $1.2 million for the three months ended June 30, 2025. The increase in general and administrative expenses resulted primarily from an increase in payroll and related personnel expenses as well as insurance expenses, rental fees and travel expenses, partially offset by a decrease in share-based payment expenses.
Operating Loss
Operating loss for the three months ended June 30, 2026 was approximately $3.1 million, a decrease of approximately $0.3 million, or 9%, compared to approximately $3.4 million for the three months ended June 30, 2025. The decrease in operating loss resulted primarily from the increase in gross profit, and a decrease in share-based payment expenses, partially offset by an increase in payroll and related personnel expenses.
Finance Expense and Income
Finance expenses for the three months ended June 30, 2026 were approximately $0.3 million, an increase of approximately $1.3 million, or 126%, compared to finance income of approximately $1.0 million for the three months ended June 30, 2025. The increase in finance expenses and income was primarily attributable to lower non-cash gains recognized from the remeasurement of financial liabilities measured at fair value during the period, as well as an increase in interest expenses, and higher exchange rate expenses.
Total Loss
Total loss for the three months ended June 30, 2026 was approximately $3.4 million, an increase of approximately $1.0 million, or 41%, compared to approximately $2.4 million for the three months ended June 30, 2025. The increase in total loss was primarily from an increase in payroll and related personnel expenses, as well as an increase in finance expenses, which was partially offset by an increase in gross profit, and a decrease in share-based payment expenses.
Since our inception through
March 31,June 30, 2026, we have funded our operations principally with issuances of shares, as well as receipt of loans. As of MarchJune 31,
30, 2026, our cash and cash equivalents balance was $3.1$0.8 million.
The table below present our
cash flows for the threesix months periods ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:
Net cash used in operating
activities was approximately $2.6$5.0 million during the threesix months ended MarchJune 31,30, 2026, compared to approximately $1.3$3.8 million
during the threesix months ended MarchJune 31,30, 2025. The increase in operating activities is mainly attributed to an increase in net loss.
Net cash used in investing
activities was approximately $0.005$0.03 million during the threesix months ended MarchJune 31,30, 2026, compared to approximately $0.01$0.03 million
during the threesix months ended MarchJune 31,30, 2025.
Net cash provided by financing activities was approximately $5.6 million
during the threesix months ended MarchJune 31,30, 2026, compared to approximately $1.1$3.1 million during the threesix months ended MarchJune 31,
30, 2025. The increase in financing activities resulted primarily from proceeds from a private investment in public equity transaction during the threesix months ended
March 31,June 30, 2026.
On July 9, 2026, Cyabra entered into securities purchase agreements (each, a “Purchase Agreement”) with accredited investors relating to an offering (the “Offering”) and the sale of an aggregate of 1,175,090 shares (the “Shares”) of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 12,643,680 shares of common stock (the “Pre-Funded Warrant Shares”), at a purchase price of $0.435 per Share and $0.4349 per Pre-Funded Warrant, Series A warrants (the “Series A Common Warrants”) to purchase up to 13,818,770 shares of common stock (the “Series A Common Warrant Shares”), at an exercise price of $0.50 and Series B warrants (the “Series B Common Warrants”) to purchase up to 13,818,770 shares of common stock (the “Series B Common Warrant Shares”), at an exercise price of $0.45. The Offering closed on July 10, 2026. The gross proceeds from the Offering, before deducting the placement agent fees and offering expenses, were approximately $6 million.
The Pre-Funded Warrants are exercisable immediately upon issuance and remain exercisable until exercised in full. The Series A Common Warrants will be initially exercisable on the date stockholder approval (the “Stockholder Approval”) is obtained and will expire five years from the initial exercise date. The Series B Common Warrants will be initially exercisable on the date the Stockholder Approval is obtained and will expire twelve months from the initial exercise date.
In conjunction with the Offering, Cyabra engaged A.G.P./Alliance Global Partners, as exclusive placement agent and agreed to pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds raised from the sale of the securities sold in the Offering, and agreed to reimburse the placement agent of accountable legal fees and other reasonable and documented out-of-pocket expenses incurred in connection with the transaction in the amount of up to $75,000 and the reimbursement of up to $15,000 for non-accountable expenses.
On July 9, 2026, Cyabra entered into an exchange agreement (the “Exchange Agreement”) with Alpha Capital Anstalt (the “Holder”) that holds the outstanding Series C Convertible Preferred Stock (“Series C Preferred Shares ”), pursuant to which the Holder agreed to exchange at the Exchange Closing (as defined in the Exchange Agreement) an amount of Series C Preferred Shares with an aggregate value of $10,660,000 (the “Preferred Shares Value”), and Cyabra agreed to issue to the Holder, in the exchange therefor: (i) the number of shares of Common Stock; (ii) if applicable, the Pre-Funded Warrants; and (iii) the Series A Common Warrants and the Series B Common Warrants (including the Series A Common Warrant Shares and the Series B Common Warrant Shares) as if the Holder had invested additional cash equal to the Preferred Shares Value in the Offering. Effective upon the Exchange Closing, the Exchange Preferred Shares (as defined in the Exchange Agreement) shall automatically be cancelled, retired and restored to the status of authorized but unissued shares of the Series C Preferred Shares. The Exchange Closing is subject to Stockholder Approval.
On July 9, 2026, Cyabra entered into a conversion agreement (the “Conversion Agreement”) with the holders (the “Holders”) of an aggregate of 35,648,276 of Series A Preferred Shares and Series B Convertible Preferred Stock (“Series B Preferred Shares” and together with the Series A Preferred Shares, the “Preferred Shares”), pursuant to which the Holders agreed that upon the Conversion Closing (as defined in the Conversion Agreement), all of the outstanding Preferred Shares (the “Committed Preferred Shares”) shall be deemed to have been converted (the “Conversion”) into shares of Common Stock (or pre-funded warrants in lieu thereof). Pursuant to the Conversion Agreement, Cyabra and the Holders agreed to amend the terms of the Certificates of Designation governing the Preferred Shares to reduce the conversion price of each class of Preferred Shares to $0.435 per share. The Conversion is subject to Stockholder Approval.
Cyabra did not have any off-balance sheet
arrangements as of MarchJune 31,30, 2026.
CYAB insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 53,650 shares, about $23.6K) and open-market sales in 0 filings. Net open-market shares: 53,650 (purchases minus sales); net value about $23.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-10 | Daar Yossef |
Grant/award | 53,650 | $0.44 | $23.6K |
| 2026-07-10 | Flanagan James Francis |
Grant/award | 114,940 | $0.44 | $50.6K |
| 2026-07-10 | Shraga Ido |
Grant/award | 53,650 | — | — |
| 2026-07-10 | Brahmy Dan |
Open-market purchase | 53,650 | $0.44 | $23.6K |
| 2026-05-14 | Sandler Yael |
Grant/award | 40,000 | — | — |
| 2026-05-14 | Flanagan James Francis |
Grant/award | 110,000 | — | — |
| 2026-05-14 | Daar Yossef |
Grant/award | 130,000 | — | — |
| 2026-05-14 | Heymann Emmanuel |
Grant/award | 100,000 | — | — |
| 2026-05-14 | Brahmy Dan |
Grant/award | 130,000 | — | — |
| 2026-05-14 | Madon Michael P |
Grant/award | 100,000 | — | — |
| 2026-05-14 | Shraga Ido |
Grant/award | 130,000 | — | — |
| 2026-05-14 | Vu Sonny |
Grant/award | 80,000 | — | — |
Well-known investors holding CYAB (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 132,755 | $52.0K | 0.0% | New position |