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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 9, 2026
CYABRA, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-43214 |
|
99-4210757 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
13 Gershon Shatz
Tel Aviv Israel |
|
6997543 |
| (Address of registrant’s principal executive office) |
|
(Zip code) |
+972-54-768-8642
(Registrant’s telephone number, including
area code)
Trailblazer Holdings, Inc.
510 Madison Avenue, Suite 1401
New York, NY 10022
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.0001 per share |
|
CYAB |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 9, 2026, Cyabra, Inc. (the “Company”)
received notices from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was no longer
in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(C) due to its failure to maintain a minimum Market Value of Publicly Held Shares
(MVPHS) of $15,000,000 (the “MVPHS Rule”), based upon a review of the Company’s MVPHS for the 30 consecutive business
days ended June 8, 2026 and (ii) Nasdaq Listing Rule 5450(a)(1) due to the failure of its common stock to maintain a minimum bid price
of $1.00 per share for the 30 consecutive business days ended June 8, 2026 (the “Minimum Bid Rule”).
The notification has no immediate effect on the
listing of the Company’s common stock, and its common stock will continue to trade on Nasdaq under the symbol “CYAB”
at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(D),
the Company has a compliance period of 180 calendar days from the date of the notice (“Compliance Period”), or until December
7, 2026, and it may regain compliance if at any time during the Compliance Period the MVPHS closes at $15,000,000 or more for a minimum
of ten consecutive business days. In the event the Company does not regain compliance with the MVPHS Rule prior to the expiration of the
Compliance Period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal
the delisting determination to a Nasdaq Hearings Panel. Alternatively, the Company may consider applying to transfer the Company’s
securities to the Capital Market, provided it meets the Capital Market’s continued listing requirements.
In addition, in accordance with Nasdaq Listing
Rule 5810(c)(3)(A), the Company has been provided a compliance period of 180 calendar days, or until December 7, 2026, in which to regain
compliance with the Minimum Bid Rule. If at anytime during this compliance period, the closing bid price of the Company’s common
stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide the written confirmation of compliance
and this matter will be closed. In the event the Company does not regain compliance with the Minimum Bid Rule prior to December 7, 2026,
the Company may be afforded a second 180-calendar day compliance period. To qualify for this additional time, the Company will be required
to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq
with the exception of the minimum bid price requirement, and will need to provide written notice of its intention to cure the deficiency
during the second compliance period. Alternatively, the Company may consider applying to transfer the Company’s securities to the
Capital Market, provided it meets the Capital Market’s continued listing requirements.
The Company is working diligently to regain compliance
with Nasdaq’s listing rules. The Company intends to monitor the bid price of its common stock and consider available options if
its common stock does not trade at a level likely to result in the Company regaining compliance with Nasdaq’s minimum bid price
rule by December 7, 2026. However, there can be no assurance that the Company will be able to regain compliance with Nasdaq’s listing
rules within the prescribed time period.
This announcement is made in compliance with Nasdaq
Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
Forward-Looking Statements
Certain information contained in this report consists
of forward-looking statements for purposes of the federal securities law that involve risks, uncertainties and assumptions that are difficult
to predict. Words such as “will,” “would,” “may,” “intends,” “potential,”
and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement
is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially
from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Nasdaq
listing rules during any compliance period or in the future, or otherwise meet Nasdaq continued listing standards. For additional information
about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer
to the Company’s filings with the SEC. The forward-looking statements contained in this report speak only as of the date of this
report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events
or circumstances after the date of this report, unless required by law.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 12, 2026 |
|
|
| |
|
|
| |
CYABRA, INC. |
| |
|
|
| |
By: |
/s/ Dan Brahmy |
| |
Name: |
Dan Brahmy |
| |
Title: |
Chief Executive Officer |
