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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):
July 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.
On July 9, 2026, Cyabra, Inc. (the “Company”)
entered into securities purchase agreements (each, a “Purchase Agreement”) with accredited investors relating to an offering
(the “Offering”) and the sale of an aggregate of 1,175,090 shares (the “Shares”) of common stock, par value $0.0001
per share, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 12,643,680 shares of common stock (the “Pre-Funded
Warrant Shares”), at a purchase price of $0.435 per Share and $0.4349 per Pre-Funded Warrant, Series A warrants (the “Series
A Common Warrants”) to purchase up to 13,818,770 shares of common stock (the “Series A Common Warrant Shares”), at an
exercise price of $0.50 and Series B warrants (the “Series B Common Warrants”) to purchase up to 13,818,770 shares of common
stock (the “Series B Common Warrant Shares”), at an exercise price of $0.45. The Offering closed on July 10, 2026. The gross
proceeds from the Offering, before deducting the placement agent fees and offering expenses, were approximately $6 million. The Company
intends to use the net proceeds received from the Offering for working capital and other general corporate purposes.
The Pre-Funded Warrants are exercisable immediately
upon issuance and remain exercisable until exercised in full. The Series A Common Warrants will be initially exercisable on the date stockholder
approval (the “Stockholder Approval”) is obtained and will expire five years from the initial exercise date. The Series B
Common Warrants will be initially exercisable on the date the Stockholder Approval is obtained and will expire twelve months from the
initial exercise date.
The Purchase Agreements contain representations and
warranties that the parties made to the others in the context of all of the terms and conditions of that agreement and in the context
of the specific relationship between the parties. In addition, pursuant to the terms of the Purchase Agreements, the Company has agreed
that for a period of sixty (60) days from the Stockholder Approval date, it will not: (i) issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement)
or (ii) file any registration statement or amendment or supplement thereto, other than the Registration Statement (as defined below),
filing a registration statement on Form S-8 in connection with any employee benefit plan, or file or cause to be filed any registration
statement with the U.S. Exchange and Securities Commission relating to the offering of any shares of capital stock of the Company or any
securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than the filing of a registration
statement on Form S-8, the Registration Statement and any amendment to any registration statement that has been filed as of the date hereof);
or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled
by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. In addition, the Company agreed
that it will not conduct any sales of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) or
any of its subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction
(as defined in the Purchase Agreement) for a period of six (6) months following the Stockholder Approval date, subject to certain
exceptions as described in the Purchase Agreement.
The Company has also agreed to file a registration
statement (the “Registration Statement”) to register the Shares, the Pre-Funded Warrant Shares, the Series A Common Warrant
Shares and Series B Common Warrant Shares within 15 trading days following the date of the Purchase Agreement. The provisions of such
Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the
parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current
state of affairs of the parties to that agreement. Rather, investors and the public should look to other disclosures contained in the
Company’s filings with the U.S. Securities and Exchange Commission.
On July 9, 2026, the Company entered into a placement
agent agreement (the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners, as exclusive placement agent (the
“Placement Agent”), pursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection
with the Offering. Pursuant to the Placement Agent Agreement, the Company will pay the Placement Agent a cash fee equal to 7.0% of the
aggregate gross proceeds raised from the sale of the securities sold in the Offering (the “Cash Fee”). The Company shall not
be required to pay the Placement Agent any fees or expenses except for the Cash Fee and the reimbursement of accountable legal fees and
other reasonable and documented out-of-pocket expenses incurred by the Placement Agent in connection with the transaction in the amount
of up to $75,000 and the reimbursement of up to $15,000 for non-accountable expenses. The Placement Agent Agreement also contains representations,
warranties, indemnification and other provisions customary for transactions of this nature.
The securities to be issued in the Offering are
exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of
Regulation D promulgated thereunder. The securities have not been registered under the Securities Act and may not be resold in the United
States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The foregoing description of the Pre-Funded Warrant,
Series A Common Warrant, Series B Common Warrant, the Purchase Agreement and the Placement Agent Agreement are qualified by reference
to the full text of these documents, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, to this Current
Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The response to this
item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 9, 2026, the
Company entered into an exchange agreement (the “Exchange Agreement”) with Alpha Capital Anstalt (the “Holder”)
that holds the outstanding Series C Convertible Preferred Stock (“Series A Preferred Shares ”), pursuant to which the Holder
agreed to exchange at the Exchange Closing (as defined in the Exchange Agreement) an amount of Series C Preferred Shares with an aggregate value
of $10,660,000 (the “Preferred Shares Value”), and the Company agreed to issue to the Holder, in the exchange therefor: (i)
the number of shares of Common Stock; (ii) if applicable, the Pre-Funded Warrants; and (iii) the Series A Common Warrants and the Series
B Common Warrants (including the Series A Common Warrant Shares and the Series B Common Warrant Shares) as if the Holder had invested
additional cash equal to the Preferred Shares Value in the Offering. Effective upon the Exchange Closing, the Exchange Preferred Shares
(as defined in the Exchange Agreement) shall automatically be cancelled, retired and restored to the status of authorized but unissued
shares of the Series C Preferred Shares. The Exchange Closing is subject to Stockholder Approval.
On July 9, 2026, the
Company entered into a conversion agreement (the “Conversion Agreement”) with the holders (the “Holders”) of an
aggregate of 35,648,276 of Series A Preferred Shares and Series B Convertible Preferred Stock (“Series B Preferred Shares”
and together with the Series A Preferred Shares, the “Preferred Shares”), pursuant to which the Holders agreed that upon the
Conversion Closing (as defined in the Conversion Agreement), all of the outstanding Preferred Shares (the "Committed Preferred Shares")
shall be deemed to have been converted (the “Conversion”) into shares of Common Stock (or pre-funded warrants in lieu thereof).
Pursuant to the Conversion Agreement, the Company and the Holders agreed to amend the terms of the Certificates of Designation governing
the Preferred Shares to reduce the conversion price of each class of Preferred Shares to $0.435 per share. The Conversion is subject to
Stockholder Approval.
The foregoing description of the Amendment to
the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock, the Certificate of
Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock, the Conversion Agreement and the Exchange
Agreement are qualified by reference to the full text of these documents, copies of which are filed as Exhibits 3.1, 3.2, 10.3 and 10.4,
respectively, to this Current Report on Form 8-K.
Item 8.01 Other Events.
On July 9, 2026, the
Company issued a press release relating to the announcement of the Offering. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
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, the Company is using forward-looking statements when it discusses issuance of securities
subject to Stockholder Approval. 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.
(d) Exhibits
| 3.1 |
|
Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock |
| 3.2 |
|
Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Series A Common Warrant |
| 4.3 |
|
Form of Series B Common Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Placement Agent Agreement, dated July 9, 2026, by and between Cyabra, Inc. and A.G.P./Alliance Global Partners |
| 10.3 |
|
Form of Conversion Agreement |
| 10.4 |
|
Exchange Agreement, dated July 9, 2026, by and between Cyabra, Inc. and Alpha Capital Anstalt |
| 99.1 |
|
Press release dated July 9, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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: July 10, 2026 |
CYABRA, INC. |
| |
|
| |
By: |
/s/ Dan Brahmy |
| |
Name: |
Dan Brahmy |
| |
Title: |
Chief Executive Officer |
4
Exhibit 99.1
Cyabra Announces Pricing of $6.0 Million Private
Placement Priced At a Premium to the Market Price with
New and Existing Institutional Investors, Management, and Board Members
| ● | In
conjunction with the Private Placement, all outstanding preferred shares will convert into
common stock or common stock equivalents in lieu thereof, subject to stockholder approval
|
| ● | An existing shareholder, as well as management and board members, are investing new equity as part of the Private Placement |
New York, NY, July 9, 2026 (GLOBE NEWSWIRE) --
Cyabra, Inc. (Nasdaq: CYAB) (“Cyabra” or the “Company”), a company whose artificial intelligence (“AI”)-powered
platform helps governments and enterprises detect coordinated manipulation and protect digital trust, today announced that it has entered
into securities purchase agreements with new and existing institutional investors, management, and board members, for the purchase and
sale of 13,818,770 shares of common stock (or common stock equivalents in lieu thereof), Series A Warrants to purchase up to 13,818,770
shares of common stock (the “Series A Warrants”) and Series B Warrants to purchase up to 13,818,770 shares of common stock
(the “Series B Warrants,” and together with the Series A Warrants, the “Warrants”) at a combined purchase price
of $0.435 per share and accompanying Warrants in a private placement (the “Private Placement”). The gross proceeds from the
Private Placement offering are expected to be approximately $6.0 million, before deducting placement agent commissions and other estimated
offering expenses.
The Series A Warrants will have an exercise price
of $0.50 per share, will be initially exercisable on the date stockholder approval is obtained, and will expire five years from the initial
exercise date. The Series B Warrants will have an exercise price of $0.45 per share, will be initially exercisable on the date stockholder
approval is obtained, and will expire twelve months from the initial exercise date.
In connection with the offering, the Company and
its existing holders of the Company’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock have agreed
to amend the conversion price of the preferred shares to $0.435 and convert all outstanding preferred shares into an aggregate of 35,648,276
shares of common stock (or common stock equivalents in lieu thereof) (the “Preferred Conversion”). In addition, the holder
of the Company’s Series C Convertible Preferred Stock agreed to exchange its preferred stock having an aggregate value of $10,660,000
for the securities sold in the Private Placement (the “Exchange”). The Preferred Conversion and the Exchange are subject to
stockholder approval.
The closing of the Private Placement is expected
to occur on or about July 10, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use
the net proceeds from the offering for working capital and other general corporate purposes.
“This private placement and the conversion
of our outstanding preferred shares remove a structural overhang and marks an important adjustment of Cyabra’s capital structure. We believe
that the participation of new institutional investors, together with continued support from existing investors, management, and our board,
reflects strong alignment around the Company’s next stage of execution,” said Dan Brahmy, Co-Founder and Chief Executive Officer,
Cyabra.
A.G.P./Alliance Global Partners is acting as the
sole placement agent for the offering.
The offer and sale of the foregoing securities
is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities
have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities
may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities
purchase agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and
Exchange Commission (the “SEC”) covering the resale of the ordinary shares and ordinary shares underlying warrants sold in
the offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
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 proceeds, the intended use of proceeds and the belief that the participation of new institutional investors,
together with continued support from existing investors, management, and our board, reflects strong alignment around the Company’s next
stage of execution. 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.
