Cyabra signs secured financing for up to $1.5M

The initial $650,000 tranche is secured by substantially all of CYABRA’s assets and is due January 15, 2027, subject to lender extension rights.

Available on EDGAR 11/10/2026 - 05:22 PM EST Accepted by SEC EDGAR 11/10/2026 - 05:21 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

CYABRA, Inc. entered into a secured financing agreement with Alpha Capital Anstalt for an aggregate principal amount of up to $1,500,000, to be funded in agreed tranches; the lender funded an initial $650,000 tranche on November 9, 2026. Outstanding amounts accrue interest at 10% per annum. During the continuance of an Event of Default, the rate increases to the lesser of 18% per annum or the highest rate permitted by law. Principal and accrued interest are due January 15, 2027, with the lender able to extend maturity in three-month increments through December 31, 2028. The obligations are secured by a continuing security interest in substantially all company assets, including intellectual property and subsidiary equity.

At the November 10, 2026 annual meeting, shareholders approved an amendment authorizing a reverse stock split at a ratio from one-for-two to one-for-thirty. The board may set the exact ratio and effect the split after approval and before its one-year anniversary; the proposal received 12,796,385 votes for and 464,998 against. Michael Pompeo and James Flanagan were elected as Class I directors to serve until the 2029 Annual Meeting, and shareholders ratified Somekh Chaikin's appointment as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

4 items: 1.01, 2.03, 5.07, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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

Maximum aggregate principal financing: Up to $1,500,000 Initial funded tranche: $650,000 Interest rate: 10% per annum +5 more

8 metrics

Maximum aggregate principal financing Up to $1,500,000 Funding in tranches agreed by the company and lender

Initial funded tranche $650,000 Funded November 9, 2026

Interest rate 10% per annum Amounts outstanding under the agreement

Event of Default interest rate Lesser of 18% per annum or the highest rate permitted by applicable law Applies following an Event of Default while it continues

Maturity date January 15, 2027 Outstanding principal and accrued interest are due

Maturity extension terms Three-month increments through December 31, 2028 Extension right held by the lender

Authorized reverse stock split ratio One-for-two to one-for-thirty Exact ratio determined by the board

Reverse-split amendment vote 12,796,385 for; 464,998 against Final vote results at the November 10, 2026 annual meeting

Key Terms

aggregate principal amount, Event of Default, security interest, reverse stock split

4 terms

aggregate principal amount financial

"financing in an aggregate principal amount of up to $1,500,000"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

Event of Default regulatory

"Following the occurrence and during the continuance of an Event of Default"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

security interest regulatory

"secured by a continuing security interest in substantially all of the assets"

A security interest is a legal claim a lender or creditor holds on a borrower's asset as collateral to secure repayment; if the borrower fails to pay, the creditor can seize or sell that asset to recover money owed. Think of it like a pawnshop tag on an item that gives the pawnbroker the right to sell it if the loan isn't repaid. For investors, security interests matter because they change how safely lenders and bondholders can recover funds and affect the hierarchy of claims if a company faces financial trouble.

reverse stock split technical

"to effect a reverse stock split of all outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

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

How much financing did CYABRA secure?

The agreement provides for aggregate principal financing of up to $1,500,000, funded in tranches agreed by the parties; Alpha Capital Anstalt funded an initial tranche of $650,000 on November 9, 2026.

What reverse stock split did CYAB shareholders approve?

Shareholders approved an amendment authorizing a reverse split at a ratio from one-for-two to one-for-thirty. The board may select the exact ratio and effect the split after approval and before its one-year anniversary; 12,796,385 votes were for and 464,998 were against.

What were the CYAB director election and auditor vote results?

Michael Pompeo received 11,048,173 votes for and 45,003 against, and James Flanagan received 11,047,022 votes for and 45,010 against, in elections for Class I director terms through the 2029 Annual Meeting. Shareholders ratified Somekh Chaikin as the independent registered public accounting firm for fiscal 2026, with 13,027,530 votes for and 221,981 against.

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

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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): November 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)

(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 1.01 Entry into a Material Definitive Agreement

Secured Promissory Note and Security Agreement

On November 9, 2026, Cyabra, Inc. (the “Company”) entered into a Secured Promissory Note and Security Agreement (the “Note and Security Agreement”) with Alpha Capital Anstalt (the “Lender”), pursuant to which the Lender agreed to provide the Company with financing in an aggregate principal amount of up to $1,500,000, to be funded in tranches agreed to between the Company and the Lender. On November 9, 2026, the Lender funded an initial tranche in the principal amount of $650,000.

Amounts outstanding under the Note and Security Agreement accrue interest at a rate of 10% per annum. Following the occurrence and during the continuance of an Event of Default (as defined in the Note and Security Agreement), the interest rate increases to the lesser of 18% per annum or the highest rate permitted by applicable law. The outstanding principal amount, together with accrued interest, is due on January 15, 2027, provided that the Lender has the right to extend the maturity date in three-month increments until December 31, 2028.

The Company’s obligations under the Note and Security Agreement are secured by a continuing security interest in substantially all of the assets of the Company, including its accounts, inventory, certain deposits, intellectual property and equity ownership of its subsidiaries, together with certain related proceeds and rights. The Note and Security Agreement authorizes the Lender to file financing statements and make other governmental filings to perfect and record its security interest in the collateral.

The foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note and Security Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Note and Security Agreement is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 10, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The final voting results at the 2026 Annual Meeting are set forth below:

Proposal No. 1 - Election of Class I Directors

The shareholders cast the following votes for the following individuals nominated as Class I directors of the Company to hold office until the 2029 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified.

Director Name		For				Against				Abstain				Broker Non-Votes
Michael Pompeo			11,048,173				45,003				13,858				2,165,353
James Flanagan			11,047,022				45,010				15,002				2,165,353

 1

Proposal No. 2 - Ratification of the appointment of Somekh Chaikin, a member firm of KPMG International, as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.

For			Against			Abstain			Broker Non-Votes
13,027,530			221,981			22,876			N/A

The results reported above are final voting results.

Proposal No. 3 – Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of all outstanding shares of the Company’s common stock, par value $0.0001 per share, at a ratio within the range of one-for-two to one-for-thirty, with the exact ratio to be determined by the Company’s board of directors in its sole discretion, and to authorize the Company’s board of directors to effect the reverse stock split at any time following such approval and prior to the one-year anniversary thereof.

For			Against			Abstain			Broker Non-Votes
12,796,385			464,998			11,004			N/A

The results reported above are final voting results.

Proposal No. 4 – Approval of the adjournment of the 2026 Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and voting of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals.

For			Against			Abstain			Broker Non-Votes
12,943,282			317,326			11,779			N/A

The results reported above are final voting results.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Secured Promissory Note and Security Agreement, dated November 9, 2026, by and between Cyabra, Inc. and Alpha Capital Anstalt.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 2

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: November 10, 2026	CYABRA, INC.
	By:	/s/ Dan Brahmy
	Name:	Dan Brahmy
	Title:	Chief Executive Officer

 3

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 SECURED PROMISSORY NOTE AND SECURITY AGREEMENT, DATED NOVEMBER 9, 2026, BY AND B 124.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB