CYABRA, INC. 8-K

What Happened

• Cyabra, Inc. announced a private securities offering that closed on July 10, 2026, raising approximately $6.0 million in gross proceeds. The offering included 1,175,090 common shares, pre‑funded warrants to buy up to 12,643,680 common shares, Series A warrants for up to 13,818,770 shares (exercise $0.50) and Series B warrants for up to 13,818,770 shares (exercise $0.45). Common shares sold at $0.435 each and pre‑funded warrants at $0.4349 each.
• The company also entered into conversion and exchange agreements (dated July 9, 2026) to convert/exchange outstanding preferred stock into common shares and/or pre‑funded warrants; these transactions (including amendments to reduce preferred conversion prices to $0.435 per share) are subject to stockholder approval.

Key Details

• Offering closed July 10, 2026 with gross proceeds of approximately $6.0 million; securities sold in a Reg D / Section 4(a)(2) private placement.
• Warrants: Pre‑funded warrants exercisable immediately; Series A warrants exercisable upon stockholder approval and expire 5 years from first exercise; Series B warrants exercisable upon stockholder approval and expire 12 months from first exercise.
• Placement agent A.G.P./Alliance Global Partners to receive a cash fee of 7.0% of gross proceeds plus reimbursement of up to $75,000 (accountable legal/out‑of‑pocket) and up to $15,000 (non‑accountable).
• Preferred transactions: Exchange agreement with Alpha Capital Anstalt covering $10,660,000 of Series C value; Conversion agreement covering 35,648,276 Series A/B preferred shares with conversion price amended to $0.435 — both closings require shareholder approval.

Why It Matters

• The offering provides near‑term cash for working capital and general corporate uses but also creates potential future dilution from large pools of pre‑funded warrants and convertible preferred shares if converted or exercised.
• The preferred conversion/exchange outcomes depend on stockholder votes; if approved, they will convert preferred claims into common shares or pre‑funded warrants at the amended conversion price, affecting outstanding share count and ownership.
• Placement fees (7%) and reimbursements reduce net proceeds. The company has agreed to short‑term restrictions on issuing additional securities around the stockholder approval period, which may limit other financing moves in the near term.

(Press release and the full agreement forms were filed as exhibits to the 8‑K.)