Cyabra, Inc.: Form 10-Q for the period ended Jun 30, 2026

On March 27, 2026 (the “Effective Time” or “Closing”), Cyabra Strategy Ltd. (“Legacy Cyabra”) and Trailblazer Holdings, Inc. (“Holdings”) consummated the business combination (the “Business Combination”) as contemplated by a definitive business combination agreement and Holdings changed its name to Cyabra, Inc. (the “Company” or “Cyabra”). As a result, the financial statements of Legacy Cyabra are now the financial statements of the Company. The following discussion and analysis of the financial condition and results of operations should be read together with our condensed consolidated financial statements for the six and three months ended June 30, 2026 and 2025, and the related notes included elsewhere in this Quarterly Report on Form 10-Q and Legacy Cyabra’s audited financial statements for the year ended December 31, 2025 and the related notes incorporated by reference into the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026.

All statements other than statements of historical fact included in this section regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this section, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed herein. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future.

There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to:

• expectations regarding our strategies and future financial performance, including our future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives and pursue acquisition opportunities;
• the outcome of any legal proceedings that may be instituted against us following the Closing;
• our ability to successfully integrate and operate as a public company following the Business Combination, including our ability to maintain effective internal controls, comply with reporting obligations, and manage increased legal, regulatory, and compliance costs;
• our expectations regarding future revenue growth, contract renewals, customer demand, and the conversion of bookings and annualized recurring revenue into recognized revenue, which are subject to the timing of customer purchasing decisions, contract terms, and revenue recognition requirements;
• the ability to recognize the anticipated benefits of the Business Combination;
• the ability to retain key executives;
• limited liquidity and trading of our securities;
• geopolitical risk and changes in applicable laws or regulations;
• the size of the addressable markets for our products and services;
• the possibility that we may be adversely affected by other economic, business, and/or competitive factors;
• the ability to obtain and/or maintain the listing of the Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”); and
• operational risk.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in such forward-looking statements. Please see “Part II-Item 1A-Risk Factors” for additional risks which could adversely impact our business and financial performance.

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by reference into this report. We have no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, beliefs and projections in good faith and believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS OF CYABRA

The following discussion and analysis of Cyabra’s financial condition and results of operations should be read in conjunction with Cyabra’s consolidated financial statements and the notes related thereto which are included elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this report.

Overview

Cyabra is an entity that was formed for the purpose of effecting the Business Combination and now serves as a publicly-traded company. Its fully owned subsidiary is Legacy Cyabra, an Israeli company that was formed on July 13, 2017. Cyabra uncovers disinformation spread online. Disinformation diminishes trust, creates false or negative narratives and content and sows dissension. Creators of disinformation may be sponsored by foreign governments, competitors, or other third parties with significant resources and access to highly sophisticated generative artificial intelligence tools that generate and spread fake content. They use these tools to create both networks and fake social media accounts to disseminate disinformation, inciting fear, anger and distrust and making us question everything we see or read. These tools make it difficult for the targets of the disinformation, whether they are corporations or public sector agencies, to detect and combat its spread. In many cases, these targets do not have the tools or expertise to effectively identify or counteract the threat. As fake accounts using enhanced AI tools appear more and more authentic, the line between real and fake is disappearing. Cyabra combats disinformation by leveraging advanced artificial intelligence (“AI”) and machine learning technologies to monitor and analyze online conversations in real-time. Developed by experts in information warfare, Cyabra’s platform collects publicly available data from social media and news sites. The platform applies Cyabra’s proprietary algorithms to assess authenticity and sentiment, enabling Cyabra to identify fake accounts, uncover harmful narratives, detect GenAI text and images, and filter between real and fake profiles, helping customers protect their brand reputation and ensure the authenticity of online discourse about them.

Cyabra analyzes patterns typical of fake profiles spreading harmful narratives, tracking the source and spread of information to measure its reach and impact. This comprehensive approach enables customers to understand narratives, discover trends, and identify attempts to influence public opinion, safeguarding public trust and maintaining the integrity of online spaces against long-established disinformation threats as well as newer AI-driven harms.

Components of Operating Results

Revenue

Cyabra offers its technology solution primarily on a software as a service (SaaS) subscription basis under which customers purchase a subscription to access Cyabra’s suite of tools through a website hosted by a third-party service provider. Subscriptions are non-refundable and generally have terms ranging from several months to three years. These customers receive access to the website through a secure connection. Certain customers, particularly governmental agencies, may want or need to host Cyabra’s application on their own server network. Where appropriate, Cyabra will sell licenses to such customers, which have a term of two to three years, under which the customers have the ability to install the application locally. Other potential customers may want to access Cyabra’s tools for a limited purpose or for a limited period of time, such as for tracking the reaction of customers to a promotion or a change in the user’s business practices. Other potential users wish to sample the utility of Cyabra’s solution before committing to a long-term subscription. For these customers, Cyabra provides managed services, under which a customer pays fees for a report or a package of several reports prepared by Cyabra directly based on agreed-upon criteria using its own in-house resources. Cyabra recognizes revenue from its SaaS and on-premises services ratably over the period in which the services are rendered. Cyabra’s customers usually pay for the services in advance for the duration of the subscription or license which is recorded as deferred revenue and amortized ratably over the term of the subscription or license. Revenues relating to managed services are recognized at the point in time at which the deliverable is transferred to the customer.

Legacy Cyabra began offering its application to customers in 2022 and to date has generated limited revenues. Consequently, Cyabra has funded its operations principally through the issuance of Ordinary and Preferred Shares. Cyabra’s ability to generate significant revenues and achieve profitability depends on its ability to successfully continue to develop and commercialize its application and solutions provided by its applications. As of June 30, 2026, Cyabra had an accumulated deficit of approximately $61.6 million. Cyabra expects to incur significant expenses and operating losses in the future as it grows its business and continues to develop and commercialize its application and solutions provided by its applications. Furthermore, Cyabra expects to incur additional costs associated with operating as a public company. Cyabra will need to generate significant revenues to achieve profitability and may never do so.

Cost of Revenues

Cost of revenues consists primarily of costs of servers, salaries and related personnel expenses and royalties paid to the Israel Innovation Authority. Cyabra expects its cost of revenues to increase as its business grows and it continues to develop and commercialize its application and solutions provided by its applications.

Operating Expenses

Cyabra’s current operating expenses consist of research and development expenses, sales and marketing expenses, and general and administrative expenses.

Research and Development Expenses

Cyabra’s research and development expenses consist of salaries and related personnel expenses, share-based payments expenses, software and storage expenses, consultants, rental fees, and other related research and development expenses. Cyabra expenses research and development costs as incurred.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of salaries and related personnel expenses, as well as reseller fees and commissions, conferences and exhibitions costs, consulting fees, share-based compensation expenses, travel expenses and other sales and marketing costs. Cyabra expects that sales and marketing expenses will increase in the future as Cyabra increases its commercialization efforts.

General and Administrative Expenses

General and administrative expenses consist primarily of professional services, salaries and related expenses, share-based payments expenses, insurance expenses, travel expenses, and other general and administrative expenses. Cyabra expects that general and administrative expenses will increase in the future as Cyabra increases its general and administrative headcount to support the commercialization of its products. Cyabra also expects to incur increased expenses associated with being a public company, including costs of accounting, audit, legal, regulatory and tax compliance services, directors and officers insurance, and investor and public relations costs.

Finance Expense and Income

Finance expense and income mainly consist of revaluation of financial liabilities, interest expenses, exchange rate differences and bank fees.

Select Performance Metrics and Non-GAAP Financial Measures

Cyabra uses annualized recurring revenues (“ARR”) as a performance metric in managing its business. Cyabra defines ARR as of a specific date as the annualized recurring revenue of signed term-based contracts from all customers with a term of at least 12 months. ARR is calculated by dividing the total contract value of each signed contract with a term of at least 12 months by the number of years in the term. ARR represents the annualized contract value for all contractually binding term-based contracts at the end of a period. Management uses ARR to understand customer trends and the overall health of Cyabra’s business, helping it to formulate strategic business decisions.

ARR is not defined in GAAP and is not derived from accounting principles generally accepted in the United States (“GAAP”) measure. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

The metrics Cyabra uses to evaluate its business are periodically reviewed and revised to reflect changes in its business. Because Cyabra commenced offering its application in 2022, is still developing and implementing its commercial business strategy and is at an early stage of its commercial operations, it does not believe that metrics related to customer retention or renewals are reliable metrics on which to measure its performance and management does not use such metrics to manage Cyabra’s business. Such metrics may become relevant once Cyabra has a longer history of performance.

In addition, we believe that non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as management. As these measures are not financial measures calculated in accordance with GAAP, they should not be considered as substitutes for financial measures that have been calculated in accordance with GAAP. We primarily review the following non-GAAP measures when assessing our performance:

Adjusted EBITDA

In addition to our financial results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business.

Adjusted EBITDA

(1) Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.

(2) Represents non-recurring costs related to our Business Combination, including bonus expenses to several employees in connection with the Business Combination.

Critical Accounting Policies

Cyabra’s consolidated financial statements are prepared according to GAAP, assuming Cyabra will continue as a going concern.

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Information about assumptions made by Cyabra with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are included in Cyabra’s financial statements and accompanying notes.

Results of Operations

Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025

The following table summarizes Cyabra’s results of operations for the six months ended June 30, 2026 and 2025:

Revenues

Revenues for the six months ended June 30, 2026 were approximately $3.3 million, an increase of approximately $0.7 million, or 26%, compared to approximately $2.6 million for the six months ended June 30, 2025. The reason for the increase in revenues was due to new customers using Cyabra’s products that joined during 2026 contributed approximately $0.9 million to the revenues for the six months ended June 30, 2026, in addition to increased revenues recognition from existing customers, which was partially offset by customers that did not renew their contracts in 2026.

ARR

Cyabra’s ARR was approximately $8.1 million as of June 30, 2026, compared to approximately $6.3 million as of June 30, 2025. While year-over-year revenue grew by 26%, our ARR saw a higher increase of 29%. This performance reflects a strong surge in booking activity from new customers during the latter part of the last year. While the revenue recognition rules mean these deals only contributed marginally to this period’s top line, the growth in ARR serves as a key leading indicator for the accelerated revenue we expect to realize in the coming year.

Cost of Revenues

Cost of revenues for the six months ended June 30, 2026 was approximately $0.5 million, an increase of approximately $0.1 million, or 21%, compared to approximately $0.4 million for the six months ended June 30, 2025. The increase in cost of sales is in line with revenue growth.

Gross Profit

Gross profit for the six months ended June 30, 2026 was approximately $2.8 million, an increase of approximately $0.6 million, or 27%, compared to approximately $2.2 million for the six months ended June 30, 2025. The increase resulted primarily from an increase in our revenues.

Research and Development Expenses

Research and development expenses for the six months ended June 30, 2026 were approximately $7.6 million, an increase of approximately $3.9 million, or 105%, compared to approximately $3.7 million for the six months ended June 30, 2025. The increase resulted primarily from an increase in share-based payment expenses and payroll and related personnel expenses of $3.6 million, mainly as a result of expenses related to the closing of the Business Combination.

Sales and Marketing Expenses

Sales and marketing expenses for the six months ended June 30, 2026 were approximately $2.6 million, a decrease of approximately $0.6 million, or 20%, compared to approximately $3.2 million for the six months ended June 30, 2025. The decrease resulted primarily from a decrease in share-based payment expenses and sales commissions, as a result of higher level of marketing activities in the six months ended June 30, 2025.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2026 were approximately $7.6 million, an increase of approximately $4.8 million, or 175%, compared to approximately $2.8 million for the six months ended June 30, 2025. The increase resulted primarily from an increase in professional services expenses, as well as payroll and related personnel expenses and share-based payment expenses of $4.7 million, primarily related to the closing of the Business Combination.

Operating Loss

Operating loss for the six months ended June 30, 2026 was approximately $14.9 million, an increase of approximately $7.5 million, or 100%, compared to approximately $7.5 million for the six months ended June 30, 2025, primarily as a result of share-based payment expenses and payroll and related personnel expenses, as well as one-time non-recurring expense of $3.4 million related to the Business Combination.

Finance Expense and Income

Finance income for the six months ended June 30, 2026 was approximately $0.8 million, a decrease of approximately $0.9 million, or 53%, compared to finance income of approximately $1.7 million for the six months ended June 30, 2025. The decrease was primarily attributable to higher interest expenses, as well as lower non-cash gains recognized from the remeasurement of financial liabilities measured at fair value during the period and higher exchange rate expenses.

Total Loss

Total loss for the six months ended June 30, 2026 was approximately $14.2 million, an increase of approximately $8.4 million, or 147%, compared to approximately $5.8 million for the six months ended June 30, 2025. The increase in total loss was primarily as a result of share-based payment expenses of $5.4 million, and a one-time non-recurring expense of $3.4 million related to the Business Combination.

Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025

The following table summarizes Cyabra’s results of operations for the three months ended June 30, 2026 and 2025:

Revenues

Revenues for the three months ended June 30, 2026 were approximately $1.9 million, an increase of approximately $0.5 million, or 39%, compared to approximately $1.3 million for the three months ended June 30, 2025. The reason for the increase in revenues was due to new customers using Cyabra’s products that joined during the three months ended June 30, 2026 that contributed approximately $0.7 million in revenues for the three months ended June 30, 2026, in addition to increased revenues recognition from existing customers, which was partially offset by customers that did not renew their contracts in 2026.

Cost of Revenues

Cost of revenues for the three months ended June 30, 2026 was approximately $0.3 million, an increase of approximately $0.1 million or 43% compared to approximately $0.2 million for the three months ended June 30, 2025. The increase in cost of sales is in line with revenue growth.

Gross Profit

Gross profit for the three months ended June 30, 2026 was approximately $1.5 million, an increase of approximately $0.4 million, or 39%, compared to approximately $1.1 million for the three months ended June 30, 2025. The increase in gross profit resulted from an increase in our revenues.

Research and Development Expenses

Research and development expenses for the three months ended June 30, 2026 were approximately $2.1 million, an increase of approximately $0.2 million, or 12%, compared to approximately $1.8 million for the three months ended June 30, 2025. The increase in research and development expenses resulted primarily from an increase in payroll and related personnel expenses, as well as an increase in research and development software and storage costs partially offset by a decrease in share-based payment expenses.

Sales and Marketing Expenses

Sales and marketing expenses for the three months ended June 30, 2026 were approximately $1.3 million, a decrease of approximately $0.2 million, or 10%, compared to approximately $1.5 million for the three months ended June 30, 2025. The decrease in sales and marketing expenses resulted primarily from a decrease in share-based payment expenses and was partially offset by an increase in payroll and related personnel expenses.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2026 were approximately $1.3 million, an increase of approximately $0.1 million, or 5%, compared to approximately $1.2 million for the three months ended June 30, 2025. The increase in general and administrative expenses resulted primarily from an increase in payroll and related personnel expenses as well as insurance expenses, rental fees and travel expenses, partially offset by a decrease in share-based payment expenses.

Operating Loss

Operating loss for the three months ended June 30, 2026 was approximately $3.1 million, a decrease of approximately $0.3 million, or 9%, compared to approximately $3.4 million for the three months ended June 30, 2025. The decrease in operating loss resulted primarily from the increase in gross profit, and a decrease in share-based payment expenses, partially offset by an increase in payroll and related personnel expenses.

Finance Expense and Income

Finance expenses for the three months ended June 30, 2026 were approximately $0.3 million, an increase of approximately $1.3 million, or 126%, compared to finance income of approximately $1.0 million for the three months ended June 30, 2025. The increase in finance expenses and income was primarily attributable to lower non-cash gains recognized from the remeasurement of financial liabilities measured at fair value during the period, as well as an increase in interest expenses, and higher exchange rate expenses.

Total Loss

Total loss for the three months ended June 30, 2026 was approximately $3.4 million, an increase of approximately $1.0 million, or 41%, compared to approximately $2.4 million for the three months ended June 30, 2025. The increase in total loss was primarily from an increase in payroll and related personnel expenses, as well as an increase in finance expenses, which was partially offset by an increase in gross profit, and a decrease in share-based payment expenses.

Liquidity and Capital Resources

Since our inception through June 30, 2026, we have funded our operations principally with issuances of shares, as well as receipt of loans. As of June 30, 2026, our cash and cash equivalents balance was $0.8 million.

The table below present our cash flows for the six months periods ended June 30, 2026 and June 30, 2025:

Operating Activities

Net cash used in operating activities was approximately $5.0 million during the six months ended June 30, 2026, compared to approximately $3.8 million during the six months ended June 30, 2025. The increase in operating activities is mainly attributed to an increase in net loss.

Investing Activities

Net cash used in investing activities was approximately $0.03 million during the six months ended June 30, 2026, compared to approximately $0.03 million during the six months ended June 30, 2025.

Financing Activities

Net cash provided by financing activities was approximately $5.6 million during the six months ended June 30, 2026, compared to approximately $3.1 million during the six months ended June 30, 2025. The increase in financing activities resulted primarily from proceeds from a private investment in public equity transaction during the six months ended June 30, 2026.

Liquidity and Capital Resources

Cyabra will need to raise additional capital to support its operations until such time, if any, as it is able to generate sufficient cash to fund its working capital requirements. Cyabra may not be able to obtain additional financing on acceptable terms, or at all. To the extent that Cyabra raises additional capital through the future sale of equity or debt, the ownership interest of its shareholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of Cyabra’s existing shareholders. If Cyabra raises additional funds through partnerships or strategic alliances in the future, it may have to relinquish valuable rights to its technologies, future revenue streams or products or grant licenses on terms that may not be favorable to Cyabra.

On July 9, 2026, Cyabra 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, 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 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.

In conjunction with the Offering, Cyabra engaged A.G.P./Alliance Global Partners, as exclusive placement agent and agreed to 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, and agreed to reimburse the placement agent of accountable legal fees and other reasonable and documented out-of-pocket expenses incurred 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.

On July 9, 2026, Cyabra entered into an exchange agreement (the “Exchange Agreement”) with Alpha Capital Anstalt (the “Holder”) that holds the outstanding Series C Convertible Preferred Stock (“Series C 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 Cyabra 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, Cyabra 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, Cyabra 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.

If Cyabra is unable to raise additional funds when needed, Cyabra may be required to delay, limit, reduce or terminate its product development or future commercialization efforts.

In connection with Cyabra’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that Cyabra currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs. There are no assurances however, that Cyabra will be successful in obtaining the level of financing needed for its operations. If Cyabra is unsuccessful in commercializing its products and securing sufficient funding, it may need to reduce activities, curtail, or even cease operations. The consolidated financial statements do not include any adjustments relating to the carrying amounts and classification of assets, liabilities, and reported expenses that might be necessary should Cyabra be unable to continue as a going concern.

Off-Balance Sheet Arrangements

Cyabra did not have any off-balance sheet arrangements as of June 30, 2026.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and implementation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Our business is subject to substantial risks and uncertainties. An investment in our securities involves a high degree of risk. The information presented below supplements the risk factors previously disclosed in “Part I, Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 26, 2026 (our “Annual Report”) and in “Form 10 Information - Risk Factors” in our Current Report on Form 8-K, as filed with the SEC on March 31, 2026 (the “Form 8-K”). In addition to the other information set forth in this report and in our other SEC filings from time to time, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” in our Annual Report and in “Form 10 Information - Risk Factors” in Form 8-K, as supplemented by the information below, which could materially affect our business, financial condition or future results. The risks described in our Annual Report and Form 8-K, as supplemented by the information below, may not be the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor, whether as a result of new information, future events or otherwise.