Cyabra, Inc. has called a virtual special stockholder meeting on September 2, 2026 to vote on three proposals. The first, the Nasdaq Proposal, seeks approval under Nasdaq Listing Rule 5635(d) for a July 2026 financing and related preferred stock exchange and conversion transactions that together authorize issuance of 59,268,966 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 49,011,494 additional shares, which exceeds 20% of the 17,597,071 shares outstanding as of August 7, 2026.
The second, the Plan Amendment Proposal, would increase the 2026 Omnibus Equity Incentive Plan share reserve by 20,000,000 shares to 22,072,125 and adopt an annual adjustment so that, each January 1, the reserve equals 15% of fully diluted capitalization as of the prior December 31. The third, the Adjournment Proposal, would allow adjournment or postponement of the meeting to solicit additional votes. The board unanimously recommends voting FOR all three proposals.
Cyabra, Inc. is calling a virtual special stockholder meeting on September 2, 2026, with a record date of August 7, 2026, to vote on three proposals.
The Nasdaq Proposal seeks approval under Nasdaq Listing Rule 5635(d) for issuing at least 20% of the company’s outstanding common stock in connection with a July 2026 $6 million private placement, related pre-funded and common warrants, and the exchange and conversion of preferred stock into common stock (or pre-funded warrants). Without approval, key warrants will not become exercisable and the preferred stock exchange and conversion transactions will not close as structured.
The Plan Amendment Proposal would increase the 2026 Omnibus Equity Incentive Plan share reserve by 20,000,000 shares to 22,072,125 shares and tie future annual increases so the reserve equals 15% of fully diluted capitalization each January 1. The Adjournment Proposal would allow adjournment or postponement of the meeting to solicit additional votes. The board unanimously recommends voting FOR all three proposals.
Cyabra, Inc. amended its corporate bylaws to change how many shares must be represented for a stockholder meeting to proceed. On July 30, 2026, the board of directors approved Amendment No. 1 to the Amended and Restated Bylaws.
The amendment reduces the quorum requirement for any stockholder meeting to thirty-three and one-third percent (33 1/3%) of the stock issued, outstanding and entitled to vote at that meeting. The company’s common stock continues to trade on The Nasdaq Stock Market LLC under the symbol CYAB.
Cyabra, Inc. is registering the resale of up to 150,621,827 shares of Common Stock by selling shareholders, including shares issuable upon Pre-Funded Warrants, Series A and Series B Warrants, and upon conversion or exchange of preferred stock. Cyabra itself is not selling shares and receives no proceeds from these resales.
Pre-Funded Warrants are exercisable at $0.0001 per share immediately; Series A Warrants at $0.50 for five years and Series B Warrants at $0.45 for twelve months, each initially exercisable after stockholder approval. Full cash exercises could provide up to approximately $36,409,556 for working capital and other general corporate purposes.
Shares outstanding were 15,765,372 as of July 29, 2026 and would be 166,387,199 assuming full warrant exercise, preferred conversions and the exchange, so the registered shares equal about 955% of current outstanding stock and the company highlights potential substantial dilution and share-price pressure. Cyabra’s AI- and machine-learning-based platform targets online disinformation, but it reports an accumulated deficit of approximately $58.1 million as of March 31, 2026 and total comprehensive losses of $12.8 million in 2025 and $15.6 million in 2024, and states it will require additional capital.
CYABRA, INC., a Delaware corporation based in Tel Aviv, has filed a Form D for an exempt private securities offering relying on Rule 506(b) of Regulation D. The offering covers equity, warrants or other rights to acquire securities, and the securities issuable on exercise.
The company reports $6,009,901 USD total amount sold as of the first sale date on July 10, 2026, with a further $13,129,095 USD remaining to be sold. The total offering amount assumes cash exercise of all Pre-Funded Warrants and Series A and Series B Common Warrants. A.G.P./Alliance Global Partners is listed in a sales compensation role, and finders’ fees are disclosed as $0 USD.
Cyabra Chief Product Officer Yossef Daar increased his stake through a private placement on July 10, 2026. He purchased 53,650 common shares at $0.435 per share from the company and acquired Series A and Series B warrants, each series covering 53,650 shares with exercise prices of $0.45 and $0.50 per share. The warrants become exercisable only after requisite stockholder approval. Following these transactions, Daar directly holds 894,199 common shares and the newly purchased warrants, which expire twelve months and five years, respectively, after their initial exercise dates.
CYABRA, INC. director James Francis Flanagan increased his exposure on July 10, 2026. He acquired 114,940 shares of common stock at $0.435 per share in a private placement, bringing his direct common stock holdings to 224,940 shares. He also purchased two series of common stock warrants, each covering 114,940 shares, with exercise prices of $0.50 and $0.45 per share. These warrants were bought in the same private placement and will become exercisable only after requisite stockholder approval, with one series expiring 12 months and the other five years after the initial exercise date.
Cyabra, Inc. Chief Technology Officer Shraga Ido purchased 53,650 shares of common stock from the company in a private placement at $0.435 per share, bringing his direct holdings to 894,199 shares.
He also acquired Series A and Series B warrants, each to purchase up to 53,650 common shares, with exercise prices of $0.45 and $0.50 per share. These warrants become exercisable only after requisite stockholder approval; the Series B warrants expire 12 months and the Series A warrants five years after their initial exercise dates.
CYABRA, INC. Chief Executive Officer Dan Brahmy purchased 53,650 shares of Common Stock from the company on July 10, 2026, in a private placement at $0.435 per share, bringing his direct holdings to 853,052 common shares. He also bought Series A and Series B warrants, each covering 53,650 Common Stock shares at $0.45 and $0.50 per underlying share, respectively; both warrant series become exercisable upon receipt of requisite stockholder approval, with the Series B Warrants expiring 12 months and the Series A Warrants five years after their initial exercise dates.
Cyabra, Inc. entered into securities purchase agreements for a private placement of common stock, pre-funded warrants and Series A and Series B common warrants, with expected gross proceeds of approximately $6.0 million at a combined price of $0.435 per share and accompanying warrants. The securities are being issued in reliance on exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D, and Cyabra plans to use the net proceeds for working capital and other general corporate purposes.
The company agreed to file a registration statement to cover the resale of the shares and warrant shares and accepted issuance and variable-rate financing restrictions tied to the date stockholder approval is obtained. Cyabra also entered into agreements to reduce the conversion price of its Series A and Series B convertible preferred stock to $0.435 per share and convert all such preferred shares into common stock (or pre-funded warrants), and to exchange Series C convertible preferred stock with an aggregate value of $10,660,000 for securities on the same economic terms as the private placement, with these capital structure changes subject to stockholder approval.