Cyabra, Inc. (CYAB) registers for resale by selling shareholders up to 21,466,410 shares of Common Stock: 14,347,968 shares issuable upon exercise of Pre-Funded Warrants and 7,118,442 shares issuable upon exercise of Series B Warrants. Selling shareholders may not sell these securities under the prospectus until the registration statement is effective. The Pre-Funded Warrants have a $0.0001-per-share exercise price and are exercisable immediately; the Series B Warrants have a $0.45-per-share exercise price, became exercisable on September 2, 2026, and expire twelve months from the initial exercise date.
Cyabra will receive no proceeds from selling-shareholder resales. If all of the covered warrants are exercised for cash, Cyabra may receive up to approximately $3.2 million for working capital and other general corporate purposes. The underlying PIPE closed on July 10, 2026, with approximately $6 million in gross proceeds before placement-agent fees and offering expenses. The prospectus states that the shares offered equal approximately 61.7% of 34,784,611 Common Stock shares outstanding as of October 7, 2026; the last reported sale price was $0.20 per share on October 6, 2026.
Cyabra, Inc. asks stockholders to vote at its virtual annual meeting on November 10, 2026, on director nominees Michael Pompeo and James Flanagan, ratification of Somekh Chaikin as its independent registered public accounting firm, a reverse-stock-split amendment, meeting adjournment, and other properly presented business. The Board recommends voting FOR both nominees and each of Proposals 2, 3 and 4.
The proposed reverse split would cover all outstanding common shares at a ratio from 1-for-2 to 1-for-30, with the Board choosing the exact ratio if approved. If approved, the Board may effect the split at any time after approval and before its one-year anniversary. Holders of record at close of business September 30, 2026 may vote; 33,284,611 common shares were issued and outstanding then, with one vote per share. The proxy also reports approved compensation changes: Emmanuel Heymann’s annual base salary becomes $310,000 and Yael Sandler’s monthly base salary becomes NIS 80,000 on October 1, 2026; Heymann’s sales commission rate becomes 2.5% of revenues on January 1, 2027.
CYABRA, INC. (CYAB) has a significant shareholder reported on a Schedule 13G. RainForest Partners LLC disclosed beneficial ownership of 2,298,851 shares of CYABRA common stock, representing 8.404% of the class, with sole voting and sole dispositive power over all of these shares.
The ownership percentage is based on 27,353,394 shares outstanding as of September 14, 2026, as reported by the issuer’s chief financial officer. RainForest Partners LLC filed the report, signed by its manager, Mark Weinberger, on September 22, 2026.
CYABRA, INC. (CYAB) has a new significant shareholder disclosure from The Hewlett Fund, which filed a Schedule 13G reporting beneficial ownership of the company’s common stock.
The Hewlett Fund reports owning 2,271,051 shares of common stock, representing 8.3026% of the class, with sole voting and sole dispositive power over all of these shares. The percentage is based on 27,353,394 shares outstanding as of September 14, 2026, as reported by CYABRA’s chief financial officer. The filing is signed by Martin Chopp, General Partner of The Hewlett Fund.
Cyabra, Inc. (CYAB) is registering for resale up to 21,645,176 shares of common stock, all to be sold from time to time by existing selling shareholders, primarily from a July 2026 PIPE financing and conversions of preferred stock. The company itself is not selling shares and will receive no proceeds from these resales, but could receive up to approximately $1,117,222 in cash if the pre-funded and other warrants are fully exercised for cash. Common stock outstanding was 17,597,071 shares as of August 31, 2026 and would be 39,242,247 shares assuming full cash exercise of the registered warrants, implying significant potential dilution. Cyabra provides AI- and machine-learning–based tools to detect and analyze online disinformation for government and commercial customers, but reports an accumulated deficit of $61.6 million and recent annual comprehensive losses, expects continued operating losses, faces competition in disinformation detection, and is exposed to Israeli political and security risks and evolving global data-privacy and AI regulations.
Cyabra, Inc. (CYAB) reported completion of previously agreed exchanges and conversions of its preferred stock into common equity and warrants following stockholder approval on September 2, 2026. On September 3, 2026, the company filed amendments to the Series A and Series B Certificates of Designation to reduce the conversion price of each class of Preferred Shares to $0.435 per share and to remove certain anti-dilution protections; these amendments did not by themselves involve issuing additional securities.
On September 9, 2026, Cyabra closed the Exchange Agreement with the holder of Series C Preferred Shares valued at $10,660,000, issuing 24,505,747 pre-funded warrants, 24,505,747 Series A common warrants and 24,505,747 Series B common warrants at a purchase price of $0.4349 per underlying share, and the Series C Preferred Shares were cancelled. The pre-funded warrants have a $0.0001 exercise price and are exercisable immediately, the Series A common warrants carry a $0.50 exercise price and five-year term, and the Series B common warrants carry a $0.45 exercise price and twelve-month term.
Also on September 9, 2026, Cyabra closed the Conversion Agreement with holders of Series A and Series B Preferred Shares, issuing 9,756,323 shares of common stock and a pre-funded warrant to purchase up to 25,006,895 shares of common stock, after which the outstanding Series A and Series B Preferred Shares were cancelled and returned to authorized but unissued status.
CYABRA, INC. (CYAB) reported that stockholders, at a September 2, 2026 special meeting, approved an amendment to its 2026 Omnibus Equity Incentive Plan. The amendment adds a one-time 20,000,000-share increase to the plan’s share pool, raising the maximum issuable under the plan from 2,072,125 to 22,072,125 common shares. It also introduces an annual adjustment so that, as of each January 1, the plan’s share reserve equals 15% of the company’s fully diluted capitalization as of the prior December 31. Stockholders also approved a Nasdaq-related proposal to issue common shares in connection with a private placement and related exchange and conversion agreements.
Cyabra, Inc. (CYAB) filed an amended resale registration statement covering up to 21,645,176 shares of common stock for selling shareholders, all related to a July 2026 PIPE financing and conversion arrangements for preferred stock. The company is not selling shares in this offering and will not receive proceeds from any resale.
The registration covers already issued shares plus shares issuable from pre-funded warrants, Series A and B warrants, and conversion of preferred shares, much of which requires stockholder approval to become exercisable or convertible. If all related warrants and pre-funded warrants are exercised and preferred shares converted, shares outstanding would rise from 17,597,071 to 39,242,247, implying substantial potential dilution and resale overhang for existing holders.
Cyabra recently completed a SPAC business combination and raised approximately $6 million gross in the PIPE at prices around $0.435 per share or pre-funded warrant, and may receive up to about $1.12 million more in cash if all warrants are exercised. The company focuses on AI- and ML-based disinformation detection, remains an emerging growth company and smaller reporting company, and discloses a history of losses, going-forward capital needs, and significant operational, regulatory, geopolitical, and cybersecurity risks.
Cyabra, Inc. completed its SPAC business combination on March 27, 2026 and now reports as a public company focused on AI-driven disinformation detection. For the six months ended June 30, 2026, revenue was $3.3 million, up about 26% from $2.6 million a year earlier, driven by new customers and higher billings to existing accounts. Annualized recurring revenue reached $8.1 million, compared with $6.3 million a year earlier, indicating a growing contracted base beyond current period revenue.
The company remains loss-making, with a net loss of $14.2 million versus $5.8 million in the prior-year period, reflecting higher research and development and general and administrative costs, significant stock-based compensation of $5.4 million, and $3.4 million of non-recurring business combination expenses. Operating cash outflow was $5.0 million. At June 30, 2026, Cyabra held $0.8 million in cash and restricted cash against $14.6 million in total liabilities and a capital deficiency of $12.0 million, and management states there is substantial doubt about its ability to continue as a going concern without additional financing. To bolster liquidity, the company raised $8.0 million via PIPE preferred equity and, after quarter-end, approximately $6 million in a common stock and warrant offering, while also converting $12.7 million of convertible notes and a $0.4 million warrant liability into equity.