Cyabra, Inc. Approves Large Increase to 2026 Equity Incentive Plan

What Happened

• On September 2, 2026 Cyabra, Inc. held a Special Meeting of Stockholders and announced stockholder approval of an amendment to its 2026 Omnibus Equity Incentive Plan (the “2026 Plan”). The Board had previously approved the amendment on July 31, 2026, and the Proxy Statement was filed August 10, 2026.
• The approved amendment provides a one-time increase of 20,000,000 shares (raising the maximum issuable under the 2026 Plan from 2,072,125 to 22,072,125 shares) and adds an annual adjustment such that, each January 1, the share reserve will equal 15% of the Company’s fully diluted capitalization as of the prior December 31.

Key Details

• Special Meeting date: September 2, 2026; Board approval: July 31, 2026; Proxy filed: August 10, 2026.
• One-time share increase: +20,000,000 shares (from 2,072,125 to 22,072,125).
• Ongoing adjustment: reserve will be set each year at 15% of fully diluted capitalization as of prior year-end (cannot decrease).
• Vote totals for the Plan Amendment (Proposal 2): For 6,318,847; Against 422,993; Abstain 10,905. Separately, Proposal 1 (Nasdaq issuance approval) also passed: For 6,629,672; Against 118,489; Abstain 4,584.

Why It Matters

• The amendment expands the pool of shares available for employee, director and consultant awards, enabling broader equity grants for hiring, retention and incentives. That increased share reserve is potentially dilutive to existing shareholders depending on future awards or issuances.
• Approval of the Nasdaq-related proposal also clears shareholder consent for recent/private transactions that involved issuing shares in excess of 20% of outstanding common stock, which is a regulatory step important for the company’s capital and corporate actions.