Cyabra Announces Pricing of $6.0 Million Private Placement Priced At a Premium to the Market Price with New and Existing Institutional Investors, Management, and Board Members

Cyabra (Nasdaq: CYAB) priced a $6.0 million private placement of 13,818,770 common shares (or equivalents) plus Series A and B warrants at $0.435 per share and accompanying warrants.

Rhea-AI Summary

Cyabra (Nasdaq: CYAB) priced a $6.0 million private placement of 13,818,770 common shares (or equivalents) plus Series A and B warrants at $0.435 per share and accompanying warrants. Series A warrants are exercisable at $0.50 for five years; Series B at $0.45 for twelve months, both following stockholder approval.

Cyabra plans to convert all outstanding Series A and B preferred into 35,648,276 common shares and exchange $10,660,000 of Series C preferred into placement securities, subject to stockholder approval. Net proceeds are intended for working capital and general corporate purposes.

Positive

• Raises approximately $6.0 million in gross proceeds for working capital needs
• Converts 35,648,276 preferred shares into common, simplifying capital structure
• Exchanges $10,660,000 of Series C preferred into new securities
• Participation from new institutional investors plus management and board members
• Preferred share conversion and exchange expected to remove a structural capital overhang

Negative

• Issuance of 13,818,770 new shares plus warrants creates potential dilution
• Conversion of 35,648,276 preferred shares significantly increases common share count
• Additional dilution potential from 27,637,540 Series A and B warrant shares
• Private placement priced at $0.435 may pressure valuation perceptions despite claimed premium
• Closing and preferred conversions remain subject to stockholder approval and customary conditions

Argus Jul 9 session 28 alerts

-21.57% close to close 6.9x rel. volume Open Argus

Details

Market move: CYAB -21.57% in the Jul 9 session. $6.0 million private placement

-34.0% Trough in 5 hr 57 min

$5.94M Market Cap

On Jul 9, the day this news came out, CYAB closed 21.57% below the previous close. Argus tracked a trough of -34.0% from its starting point during tracking. Our momentum scanner recorded 28 alerts for this stock that day. Relative volume reached 6.9x the daily average during tracking.

Data tracked by StockTitan Argus for the Jul 9 session.

Key Figures

Private placement shares: 13,818,770 shares Purchase price: $0.435 per share Gross proceeds: $6.0 million +5 more

Private placement shares

13,818,770 shares

Common stock or equivalents sold with accompanying warrants

Purchase price

$0.435 per share

Combined price per share plus accompanying warrants in private placement

Gross proceeds

$6.0 million

Expected from private placement before fees and expenses

Series A warrant exercise price

$0.50 per share

Exercise price for Series A Warrants, exercisable after stockholder approval

Series B warrant exercise price

$0.45 per share

Exercise price for Series B Warrants, exercisable after stockholder approval

Series A warrant term

5 years

Expiration from initial exercise date for Series A Warrants

Preferred conversion shares

35,648,276 shares

Common stock issued on conversion of all outstanding preferred shares

Series C preferred value

$10,660,000

Aggregate value of Series C Preferred exchanged into placement securities

Historical Context

5 past events · Latest: Jun 08

5 events

1. Jun 08

   Customer contract win

   24h Move

   +7.5%

   Signed agreement worth more than $500,000 with research institute client.

2. Jun 03

   Management appointment

   24h Move

   -4.5%

   Appointed new Chief Marketing Officer to support growth initiatives.

3. May 15

   1Q26 earnings report

   24h Move

   +1.6%

   Reported Q1 2026 revenue growth and higher ARR with strong gross margins.

4. May 05

   Shareholder update

   24h Move

   -32.9%

   Shared post‑listing execution priorities and 2025 revenue overview.

5. Apr 29

   Board appointments

   24h Move

   -0.7%

   Named new board members with government and corporate experience.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

series a warrants, series b warrants, convertible preferred stock, section 4(a)(2), +2 more

6 terms

series a warrants financial

"Series A Warrants to purchase up to 13,818,770 shares of common stock"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

series b warrants financial

"Series B Warrants to purchase up to 13,818,770 shares of common stock"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

convertible preferred stock financial

"Series A Convertible Preferred Stock and Series B Convertible Preferred Stock"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

section 4(a)(2) regulatory

"reliance on an exemption from the registration requirement under Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and/or Regulation D promulgated thereunder, and applicable state securities laws"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"agreed to file a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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• In conjunction with the Private Placement, all outstanding preferred shares will convert into common stock or common stock equivalents in lieu thereof, subject to stockholder approval
• An existing shareholder, as well as management and board members, are investing new equity as part of the Private Placement

New York, NY, July 09, 2026 (GLOBE NEWSWIRE) -- Cyabra, Inc. (Nasdaq: CYAB) ("Cyabra" or the "Company"), a company whose artificial intelligence ("AI")-powered platform helps governments and enterprises detect coordinated manipulation and protect digital trust, today announced that it has entered into securities purchase agreements with new and existing institutional investors, management, and board members, for the purchase and sale of 13,818,770 shares of common stock (or common stock equivalents in lieu thereof), Series A Warrants to purchase up to 13,818,770 shares of common stock (the “Series A Warrants”) and Series B Warrants to purchase up to 13,818,770 shares of common stock (the “Series B Warrants,” and together with the Series A Warrants, the “Warrants”) at a combined purchase price of $0.435 per share and accompanying Warrants in a private placement (the “Private Placement”). The gross proceeds from the Private Placement offering are expected to be approximately $6.0 million, before deducting placement agent commissions and other estimated offering expenses.

The Series A Warrants will have an exercise price of $0.50 per share, will be initially exercisable on the date stockholder approval is obtained, and will expire five years from the initial exercise date. The Series B Warrants will have an exercise price of $0.45 per share, will be initially exercisable on the date stockholder approval is obtained, and will expire twelve months from the initial exercise date.

In connection with the offering, the Company and its existing holders of the Company’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock have agreed to amend the conversion price of the preferred shares to $0.435 and convert all outstanding preferred shares into an aggregate of 35,648,276 shares of common stock (or common stock equivalents in lieu thereof) (the “Preferred Conversion”). In addition, the holder of the Company’s Series C Convertible Preferred Stock agreed to exchange its preferred stock having an aggregate value of $10,660,000 for the securities sold in the Private Placement (the “Exchange”). The Preferred Conversion and the Exchange are subject to stockholder approval.

The closing of the Private Placement is expected to occur on or about July 10, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the offering for working capital and other general corporate purposes.

“This private placement and the conversion of our outstanding preferred shares remove a structural overhang and marks an important adjustment of Cyabra's capital structure. We believe that the participation of new institutional investors, together with continued support from existing investors, management, and our board, reflects strong alignment around the Company's next stage of execution,” said Dan Brahmy, Co-Founder and Chief Executive Officer, Cyabra.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities purchase agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the ordinary shares and ordinary shares underlying warrants sold in the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cyabra

Cyabra is an AI-powered narrative intelligence company that helps national security and defense organizations, government agencies, brands, communications agencies, and global enterprises restore trust and authenticity online by analyzing manipulated content, coordinated behaviors, and inauthentic actors. The platform helps teams understand who is operating, how activity is amplified, and where coordinated activity is shaping perception, translating evidence into clear mitigation steps. By reducing ambiguity and misdirected response, Cyabra enables proportionate, evidence-led action when clarity matters most.

For more information, visit www.cyabra.com. 

Contact:
Investors: ir@cyabra.com 
Media: pr@cyabra.com 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding Cyabra's intent, belief, or expectations, including, but not limited to, statements regarding Cyabra's future results of operations and financial position, planned products and services, business strategy and plans, market size and growth opportunities, competitive position and market trends. Some of these forward-looking statements can be identified by the use of forward-looking words, including "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "plan," "targets," "projects," "could," "would," "continue," "forecast" or the negatives of these terms or variations of them or similar expressions. For example, the Company is using forward-looking statements in this press release when it discusses the expected proceeds, the intended use of proceeds and the belief that the participation of new institutional investors, together with continued support from existing investors, management, and our board, reflects strong alignment around the Company's next stage of execution. These statements relate to future events and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in Cyabra's filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. Cyabra undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cyabra (NASDAQ: CYAB) announce about its $6.0 million private placement on July 9, 2026?

Cyabra announced a $6.0 million private placement of common stock and warrants at $0.435 per share. According to Cyabra, the deal includes 13,818,770 shares (or equivalents) plus Series A and B warrants, with proceeds earmarked for working capital and general corporate purposes.

How many shares and warrants are included in the new Cyabra (CYAB) private placement?

The private placement covers 13,818,770 common shares (or equivalents) plus Series A and B warrants for the same amount. According to Cyabra, Series A warrants are exercisable at $0.50 for five years and Series B warrants at $0.45 for twelve months, post stockholder approval.

How will the Cyabra (CYAB) preferred share conversion affect its capital structure?

Cyabra plans to convert all outstanding Series A and B preferred into 35,648,276 common shares. According to Cyabra, the company also will exchange $10,660,000 of Series C preferred for placement securities, steps intended to streamline its capital structure, subject to stockholder approval.

What are the terms of the Cyabra (CYAB) Series A and Series B warrants in the 2026 offering?

Series A warrants have a $0.50 exercise price and five-year term, while Series B warrants have a $0.45 exercise price and twelve-month term. According to Cyabra, both warrant series become exercisable once stockholder approval is obtained for the private placement transactions.

When is the Cyabra (CYAB) private placement expected to close and what conditions apply?

The private placement closing is expected on or about July 10, 2026. According to Cyabra, completion is subject to customary closing conditions, while the preferred share conversion and Series C exchange also require stockholder approval before becoming effective.

How will Cyabra (CYAB) use the proceeds from the $6.0 million private placement?

Cyabra intends to use net proceeds primarily for working capital and general corporate purposes. According to Cyabra, the capital infusion supports ongoing operations as the company adjusts its capital structure through preferred share conversions and the Series C preferred stock exchange.

Will the new Cyabra (CYAB) securities from the private placement be registered for resale?

The securities are initially issued in an unregistered private placement under Section 4(a)(2) and Regulation D. According to Cyabra, the company agreed to file a registration statement with the SEC covering resale of the shares and shares underlying the warrants.