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Cyabra (CYAB) CRO granted replacement stock options after merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CYABRA, INC. Chief Revenue Officer Emmanuel Heymann received two stock option awards tied to the company’s recent business combination. He was granted options over 25,264 shares of common stock at a $1.00 exercise price and options over 28,883 shares at a $7.53 exercise price, both expiring on February 19, 2033.

These options replace prior Cyabra Strategy Ltd. options under the Cyabra, Inc. 2026 Omnibus Incentive Plan. The January 2023 Replacement Option and January 2025 Replacement Option each vest over three years and ten months, with 25% vesting 10 months after their respective January 1 vesting commencement dates and the remainder vesting in equal monthly installments.

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Insider Heymann Emmanuel
Role Chief Revenue Officer
Type Security Shares Price Value
Grant/Award Stock Option(Right to Buy) 25,264 $0.00 --
Grant/Award Stock Option(Right to Buy) 28,883 $0.00 --
Holdings After Transaction: Stock Option(Right to Buy) — 25,264 shares (Direct)
Footnotes (1)
  1. Pursuant to the terms of the January 2023 Replacement Option (as defined below), the January 2023 Replacement Option has vested in part and shall vest over a period of three (3) years and ten (10) months as follows: The January 2023 Replacement Option vest over a period of three (3) years and ten (10) months as follows: Twenty-five percent (25%) vested upon the lapse of 10 months from January 1, 2023 (the "2023 Vesting Commencement Date") and the remaining 75% of the shares subject to the January 2023 Replacement Option has vested and shall vest on equal portions upon the lapse of the last day of each subsequent month thereafter, so that the January 2023 Replacement Option shall be fully vested by the thirty-sixth (36) month from the 2023 Vesting Commencement Date. Received in connection with the Issuer's business combination with Trailblazer Merger Corporation I ("Trailblazer"), in accordance with the terms of the Merger Agreement, dated July 22, 2024, as amended (the "Merger Agreement"), by and among Trailblazer, Trailblazer Merger Sub, Ltd. ("Merger Sub"), Trailblazer Holdings, Inc. ("Holdings"), and Cyabra Strategy Ltd. ("Cyabra"), pursuant to which (a) Trailblazer merged with and into Holdings, with Holdings as the surviving entity of the merger (the "Parent Merger"), and (b) Merger Sub merged with and into Cyabra, with Cyabra as the surviving entity of the merger (together with the Parent Merger and all other transactions contemplated by the Merger Agreement, the "Business Combination"), following which Merger Sub ceased to exist and Cyabra became a wholly owned subsidiary of Holdings. After giving effect to the Business Combination, Holdings changed its name to the Issuer. Pursuant to the Merger Agreement, options to purchase an aggregate of 7,000 ordinary shares of Cyabra held by the Reporting Person that was outstanding immediately prior to the effective time of the Business Combination (the "Effective Time") were, as of the Effective Time, cancelled in consideration for the issuance of an option to purchase shares of the Issuer reported herein under the Cyabra, Inc. 2026 Omnibus Incentive Plan (the "2026 Plan"), subject to the same terms and conditions as were applicable to the corresponding Cyabra option immediately prior to the Effective Time (the "January 2023 Replacement Option"). Pursuant to the terms of the January 2025 Replacement Option (as defined below), the January 2025 Replacement Option has vested in part and shall vest over a period of three (3) years and ten (10) months as follows: The January 2025 Replacement Option shall vest over a period of three (3) years and ten (10) months as follows: Twenty-five percent (25%) vested upon the lapse of 10 months from January 1, 2025 (the "2025 Vesting Commencement Date") and the remaining 75% of the shares subject to the January 2025 Replacement Option have vested and shall vest on equal portions upon the lapse of the last day of each subsequent month thereafter, so that the January 2025 Replacement Option shall be fully vested by the thirty-sixth (36) month from the 2025 Vesting Commencement Date, pursuant to the 2026 Plan. Pursuant to the Merger Agreement, options to purchase an aggregate of 8,000 ordinary shares of Cyabra held by the Reporting Person that was outstanding immediately prior to the Effective Time were, as of the Effective Time, cancelled in consideration for the issuance of an option to purchase shares of the Issuer reported herein under the 2026 Plan, subject to the same terms and conditions as were applicable to the corresponding Cyabra option immediately prior to the Effective Time (the "January 2025 Replacement Option").
Option grant size (2023 Replacement) 25,264 options Stock Option (Right to Buy) at $1.00 exercise price
Option grant size (2025 Replacement) 28,883 options Stock Option (Right to Buy) at $7.53 exercise price
Exercise price (2023 Replacement) $1.00 per share Conversion or exercise price for January 2023 Replacement Option
Exercise price (2025 Replacement) $7.53 per share Conversion or exercise price for January 2025 Replacement Option
Option expiration February 19, 2033 Expiration date for both option grants
2023 vesting schedule 3 years 10 months 25% after 10 months from January 1, 2023; rest monthly
2025 vesting schedule 3 years 10 months 25% after 10 months from January 1, 2025; rest monthly
January 2023 Replacement Option financial
"Pursuant to the terms of the January 2023 Replacement Option (as defined below)..."
January 2025 Replacement Option financial
"Pursuant to the terms of the January 2025 Replacement Option (as defined below)..."
Business Combination financial
"together with the Parent Merger and all other transactions contemplated by the Merger Agreement, the "Business Combination""
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Merger Agreement financial
"in accordance with the terms of the Merger Agreement, dated July 22, 2024, as amended"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Cyabra, Inc. 2026 Omnibus Incentive Plan financial
"under the Cyabra, Inc. 2026 Omnibus Incentive Plan (the "2026 Plan")"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Heymann Emmanuel
(Last)(First)(Middle)
C/O CYABRA, INC. 13 GERSHON SHATZ
(Street)
TEL AVIV6997543
(City)(State)(Zip)
ISRAEL
(Country)		2. Issuer Name and Ticker or Trading Symbol
CYABRA, INC. [ CYAB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Revenue Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option(Right to Buy)$103/27/2026A25,264 (1)02/19/2033Common Stock25,264(2)(3)25,264D
Stock Option(Right to Buy)$7.5303/27/2026A28,883 (4)02/19/2033Common Stock28,883(2)(5)28,883D
Explanation of Responses:
1. Pursuant to the terms of the January 2023 Replacement Option (as defined below), the January 2023 Replacement Option has vested in part and shall vest over a period of three (3) years and ten (10) months as follows: The January 2023 Replacement Option vest over a period of three (3) years and ten (10) months as follows: Twenty-five percent (25%) vested upon the lapse of 10 months from January 1, 2023 (the "2023 Vesting Commencement Date") and the remaining 75% of the shares subject to the January 2023 Replacement Option has vested and shall vest on equal portions upon the lapse of the last day of each subsequent month thereafter, so that the January 2023 Replacement Option shall be fully vested by the thirty-sixth (36) month from the 2023 Vesting Commencement Date.
2. Received in connection with the Issuer's business combination with Trailblazer Merger Corporation I ("Trailblazer"), in accordance with the terms of the Merger Agreement, dated July 22, 2024, as amended (the "Merger Agreement"), by and among Trailblazer, Trailblazer Merger Sub, Ltd. ("Merger Sub"), Trailblazer Holdings, Inc. ("Holdings"), and Cyabra Strategy Ltd. ("Cyabra"), pursuant to which (a) Trailblazer merged with and into Holdings, with Holdings as the surviving entity of the merger (the "Parent Merger"), and (b) Merger Sub merged with and into Cyabra, with Cyabra as the surviving entity of the merger (together with the Parent Merger and all other transactions contemplated by the Merger Agreement, the "Business Combination"), following which Merger Sub ceased to exist and Cyabra became a wholly owned subsidiary of Holdings. After giving effect to the Business Combination, Holdings changed its name to the Issuer.
3. Pursuant to the Merger Agreement, options to purchase an aggregate of 7,000 ordinary shares of Cyabra held by the Reporting Person that was outstanding immediately prior to the effective time of the Business Combination (the "Effective Time") were, as of the Effective Time, cancelled in consideration for the issuance of an option to purchase shares of the Issuer reported herein under the Cyabra, Inc. 2026 Omnibus Incentive Plan (the "2026 Plan"), subject to the same terms and conditions as were applicable to the corresponding Cyabra option immediately prior to the Effective Time (the "January 2023 Replacement Option").
4. Pursuant to the terms of the January 2025 Replacement Option (as defined below), the January 2025 Replacement Option has vested in part and shall vest over a period of three (3) years and ten (10) months as follows: The January 2025 Replacement Option shall vest over a period of three (3) years and ten (10) months as follows: Twenty-five percent (25%) vested upon the lapse of 10 months from January 1, 2025 (the "2025 Vesting Commencement Date") and the remaining 75% of the shares subject to the January 2025 Replacement Option have vested and shall vest on equal portions upon the lapse of the last day of each subsequent month thereafter, so that the January 2025 Replacement Option shall be fully vested by the thirty-sixth (36) month from the 2025 Vesting Commencement Date, pursuant to the 2026 Plan.
5. Pursuant to the Merger Agreement, options to purchase an aggregate of 8,000 ordinary shares of Cyabra held by the Reporting Person that was outstanding immediately prior to the Effective Time were, as of the Effective Time, cancelled in consideration for the issuance of an option to purchase shares of the Issuer reported herein under the 2026 Plan, subject to the same terms and conditions as were applicable to the corresponding Cyabra option immediately prior to the Effective Time (the "January 2025 Replacement Option").
/s/ Yael Sandler, Attorney-in-Fact03/31/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR