Cyabra holders OK 20M-share equity plan boost
Cyabra stockholders approved a major expansion and annual reset of the 2026 equity incentive plan and cleared share issuances tied to financing agreements.
Rhea-AI Filing Summary
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.
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Filing Explained
The
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
One-time plan share increase: 20,000,000 shares
Plan share pool after amendment: 22,072,125 shares
Plan share pool before amendment: 2,072,125 shares
+5 more
8 metrics
One-time plan share increase
20,000,000 shares
Additional common shares added to the 2026 Omnibus Equity Incentive Plan pool
Plan share pool after amendment
22,072,125 shares
Maximum number of common shares issuable under the 2026 Plan after the amendment
Plan share pool before amendment
2,072,125 shares
Maximum number of common shares issuable under the 2026 Plan prior to the amendment
Annual share reserve formula
15% of fully diluted capitalization
Target level for the 2026 Plan share reserve as of each January 1
Votes for Nasdaq Proposal
6,629,672 votes
Shares voting in favor of Proposal No. 1, including Series A Convertible Preferred Stock on an as-converted basis
Votes for Plan Amendment Proposal
6,318,847 votes
Shares voting in favor of Proposal No. 2, including Series A Convertible Preferred Stock on an as-converted basis
Votes against Plan Amendment Proposal
422,993 votes
Shares voting against Proposal No. 2
Outstanding threshold referenced
20% of outstanding common stock
Limit exceeded by share issuances approved in the Nasdaq Proposal
Key Terms
2026 Omnibus Equity Incentive Plan, fully diluted capitalization, Series A Convertible Preferred Stock, Private Placement, +2 more
6 terms
2026 Omnibus Equity Incentive Plan financial
"approved an amendment (the “Plan Amendment”) to the Company’s 2026 Omnibus Equity Incentive Plan"
fully diluted capitalization financial
"the share reserve will equal 15% of the Company’s fully diluted capitalization"
Total number of company shares that would exist if every outstanding instrument that can be converted into common stock—such as stock options, warrants, convertible debt and restricted stock units—were exercised or converted. Investors use this “all-in” share count to see ownership percentages and to calculate per-share figures (like earnings per share) after potential dilution; think of a cake sliced now plus every extra slice that could be cut if all promises were fulfilled.
Series A Convertible Preferred Stock financial
"including shares of Series A Convertible Preferred Stock eligible to vote on an as-converted basis"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Private Placement financial
"in connection with the Private Placement, the Exchange Agreement and the Conversion Agreements"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Exchange Agreement financial
"in connection with the Private Placement, the Exchange Agreement and the Conversion Agreements"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
Conversion Agreements financial
"in connection with the Private Placement, the Exchange Agreement and the Conversion Agreements"
A conversion agreement is a contract that lets one form of investment — such as a loan, preferred shares or warrants — be changed into another, most often common stock, under set conditions like a price or date. For investors it matters because conversion changes who owns what and how much — similar to exchanging a coupon for a product — which can lower a company’s debt, increase the number of shares (dilution), shift control and alter future returns and valuation.
FAQ
What equity plan change did CYAB (Cyabra, Inc.) stockholders approve?
Stockholders approved an amendment to the 2026 Omnibus Equity Incentive Plan adding a 20,000,000-share one-time increase, raising the plan’s pool from 2,072,125 to 22,072,125 shares, and establishing an annual adjustment so the reserve equals 15% of fully diluted capitalization each year.
How did CYAB stockholders vote on the Plan Amendment Proposal?
For Proposal No. 2 (Plan Amendment), stockholders cast 6,318,847 votes for, 422,993 against, and 10,905 abstaining, including Series A Convertible Preferred Stock on an as-converted basis. The proposal required a majority of votes cast and was approved.
AI-generated analysis. How Rhea-AI works. Not financial advice.
