Cyabra, Inc. Exchanges Preferred Stock for Common Shares and Warrants

What Happened

• Cyabra announced that, following stockholder approval on Sept 2, 2026, it completed two related transactions that converted and exchanged outstanding preferred shares into common stock and warrants. On Sept 3, 2026 the company amended the Series A and Series B Certificates of Designation to reduce the conversion price to $0.435 per share and remove certain anti‑dilution protections. The exchange and conversion closings were completed on Sept 9, 2026.
• As part of the Exchange Agreement, Alpha Capital Anstalt exchanged Series C preferred stock with an aggregate value of $10,660,000 and, at a purchase price of $0.4349, received: 24,505,747 pre‑funded warrants (exercise price $0.0001), 24,505,747 Series A common warrants (exercise price $0.50, five‑year term), and 24,505,747 Series B common warrants (exercise price $0.45, one‑year term).
• Under the Conversion Agreement, holders of an aggregate 35,648,276 Series A and Series B preferred shares had their preferred shares converted; Cyabra issued 9,756,323 shares of common stock and a pre‑funded warrant to purchase up to 25,006,895 shares of common stock.

Key Details

• Stockholder approval received: Sept 2, 2026; amendments filed with Delaware Secretary of State: Sept 3, 2026; closings: Sept 9, 2026.
• Series C preferred exchanged valued at $10,660,000; purchase price used for calculations: $0.4349/share.
• Securities issued in the exchange: 24,505,747 pre‑funded warrants (exercise $0.0001), plus 24,505,747 Series A warrants (exercise $0.50, 5‑yr) and 24,505,747 Series B warrants (exercise $0.45, 1‑yr).
• Conversion issued 9,756,323 common shares and a pre‑funded warrant to buy up to 25,006,895 shares; conversion price for Series A/B amended to $0.435.

Why It Matters

• These transactions materially increase the number of instruments that can become common shares (issued common stock today plus large pools of warrants and pre‑funded warrants), which can dilute existing shareholders if and when exercised.
• The amended lower conversion price ($0.435) and removal of certain anti‑dilution protections change the economic rights of former preferred holders and likely increase potential common share issuance.
• Warrants with exercise prices of $0.45–$0.50 could bring cash to the company if exercised; pre‑funded warrants (exercise $0.0001) generally convert to shares without further cash inflow.
• Investors should watch future SEC filings for updated fully diluted share counts and potential cash proceeds from warrant exercises.