Cyabra Stockholders Approve Conversion and Exchange of All Outstanding Preferred Stock
Cyabra moves toward a single-class common equity structure while reporting record Q2 2026 revenue growth and expanding recurring revenue.
Rhea-AI Summary
Cyabra (CYAB)/b) stockholders approved agreements to convert and exchange all three series of outstanding preferred stock, with approximately 98% of votes cast in favor at a September 2, 2026 special meeting.Upon closing, Cyabra will have a single class of equity outstanding, all common stock, and the conversion price reset provisions tied to the preferred shares will be eliminated. Series A and B preferred will convert into common stock (or equivalents), while Series C preferred will be exchanged for common stock and warrants, with certain holders receiving pre-funded warrants instead of common stock, on terms previously disclosed in connection with the July 2026 $6.0 million private placement.
The company highlights recent operating momentum: record second-quarter 2026 revenue of $1.9 million, up 39% year over year, annual recurring revenue of $8.1 million as of June 30, 2026, up 29%, and approximately 84% gross margin, supported by new government and institutional customer wins.
Positive
- Stockholder approval rate ~98% for preferred stock conversion and exchange
- Elimination of all preferred stock and related conversion price reset provisions upon closing
- $6.0 million July 2026 private placement priced at a premium to market
- Q2 2026 revenue $1.9 million, up 39% year over year
- Annual recurring revenue $8.1 million as of June 30, 2026, up 29% YoY
- Approximately 84% gross margin alongside record quarterly revenue and new customer wins
Negative
- None.
News Explained
The vote approved the conversion, but preferred-stock elimination and related ownership changes still await closing; the resale filing adds no company cash.
Cyabra stockholders approved the conversion and exchange transactions with approximately
Under the existing terms, certain below-conversion-price issuances during the 18-month protection period could have lowered the conversion price and increased the number of common shares issuable upon conversion; closing removes that adjustment mechanism. Issuing additional shares would otherwise increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes.
The separate resale registration statement covers securities associated with the July offering and the conversion and exchange agreements, but it does not issue shares, raise capital, or provide proceeds to Cyabra, and it has not been declared effective.
As of
The concrete checkpoints are the complete voting results in the promised Form 8-K, the company’s announcement that the conversion and exchange agreements have closed, and effectiveness of the resale registration statement.
Sources and calculations
- Cyabra Stockholders Approve Conversion and Exchange of All Outstanding Preferred Stock (2026-09-03)
- Cyabra second-quarter 2026 fundamentals (2026Q2)
- Available liquidity against the last reported quarterly operating outflow, in days at that rate $794,000 / ($2,397,000 / 91) = 30.1 days
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 31 | Enterprise engagement | Positive | +1.3% | Fortune Global 500 company adopted Cyabra's brand protection and narrative intelligence platform. |
| Aug 28 | Annual contract | Positive | +45.4% | Interactive entertainment company signed a six-figure agreement to protect its player community. |
| Aug 24 | Government contracts | Positive | +1.2% | Two European national security agencies signed contracts exceeding $500,000 in annual revenue. |
| Aug 13 | 2Q26 earnings | Positive | +16.5% | Record second-quarter revenue grew 39% year over year with 84% gross margin. |
| Aug 03 | Government contract | Positive | -2.6% | Asia-Pacific intelligence agency signed a multi-year contract for narrative intelligence services. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Four of five recent positive announcements aligned with gains, while the August 03 contract announcement diverged with a -2.65% reaction.
Key Terms
conversion price reset provisions financial
annual recurring revenue financial
pre-funded warrants financial
registration statement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Approximately
Milestone follows record second-quarter revenue, up
New York, NY, Sept. 03, 2026 (GLOBE NEWSWIRE) -- Cyabra, Inc. (Nasdaq: CYAB) (“Cyabra” or the “Company”), an artificial intelligence (“AI”)-powered platform that helps governments and enterprises detect coordinated manipulation and protect digital trust, today announced that stockholders have approved the transactions that will convert and/or exchange the existing classes of the Company’s outstanding preferred stock, resulting in the eventual elimination of the outstanding classes of preferred stock, including their respective conversion price reset provisions. The proposal passed with approximately
The vote represents the most significant change to Cyabra’s capital structure since the Company began trading on Nasdaq on March 27, 2026. Upon closing of the conversion and exchange agreements, Cyabra will have a single class of stock outstanding, all common stock, with no preferred stock and no conversion price reset provisions. The transactions were conducted in parallel to the Company’s
What the approval means for Cyabra stockholders
Following the closing of the conversion and exchange agreements, all three existing series of Cyabra’s preferred stock will be eliminated. Series A and Series B preferred stock will convert into shares of Cyabra’s common stock (or equivalent thereto), and Series C preferred stock will be exchanged for common stock and warrants, on the terms previously disclosed in connection with the July 2026 Offering and related exchange agreement. Certain holders will receive pre-funded warrants in lieu of common stock. Upon the closing of those transactions, no preferred stock will remain outstanding. Additional highlights include:
- Upon the closing of the conversion and exchange agreements, the conversion price reset provisions contained in the existing preferred stock go away with it. Under the existing terms of the preferred stock, certain securities issuances below the applicable conversion price during an 18-month protection period could have lowered the conversion price and increased the number of common shares issuable upon conversion. Since the preferred stock will be eliminated in full, that adjustment mechanism will no longer exist at closing.
- A simpler, more transparent structure. Cyabra’s capital structure will no longer carry three separate classes of preferred stock governed by their respective certificates of designation, each with rights and preferences distinct from those of common stockholders. Every equity holder will hold, or hold the right to acquire, common stock.
“When we announced the July 2026 Offering, we said we believe that it would remove a structural overhang from Cyabra’s capital structure. Yesterday’s vote makes that a reality,” said Dan Brahmy, Co-Founder and Chief Executive Officer of Cyabra. “When we went public in March, we had three series of preferred stock, each with their own rights and preferences, and with conversion price reset provisions attached. Upon the closing of the conversion and exchange agreements, all of these classes of preferred stock will be gone. Cyabra will have one class of stock. We are grateful to our stockholders for their support, and we believe this is a foundation that will serve the Company well as we scale.”
Operating momentum
The approval comes on the heels of a record revenue quarter. For the second quarter of 2026, the Company reported record quarterly revenue of
“With the capital structure question now behind us, our attention is squarely on the business,” Mr. Brahmy continued. “We just delivered record quarterly revenue, growing
The transactions remain subject to their remaining closing conditions, and the Company will announce their completion when it occurs.
Separately, the Company filed an amendment to a registration statement earlier this week covering the resale of securities associated with the July 2026 Offering and the preferred stock conversion and exchange agreements, as required under the terms of those agreements. The registration statement does not issue new shares, does not raise capital and does not generate any proceeds to Cyabra; it has not yet been declared effective.
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 closing of the transactions and the resulting elimination of the Company's preferred stock and conversion price reset provisions, the anticipated benefits of a simplified capital structure, the potential effectiveness of the resale registration statement, and the Company's growth priorities and market opportunity. 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.
