Cyabra Seeks Shareholder Approval for Highly Dilutive Issuance and Equity Plan Expansion

summarizeSummary

Cyabra's preliminary proxy seeks shareholder approval for a massive share issuance tied to its July financing and a 20-million-share increase to its equity plan, both of which would significantly dilute existing shareholders.

check_boxKey Events · Corporate Governance and Compliance · CYAB

• Nasdaq Rule 5635(d) Approval Sought

  A stockholder vote is required to issue shares equal to 20% or more of outstanding common stock from the July 2026 Private Placement, Exchange Agreement, and Conversion Agreements, all priced below Nasdaq's minimum price.

• Private Placement Terms Detailed

  The placement includes 1,175,090 shares at $0.435, Pre-Funded Warrants for 12,643,680 shares at $0.4349, Series A Warrants for 13,818,770 shares at $0.50 exercise, and Series B Warrants for 13,818,770 shares at $0.45 exercise — total potential issuance of over 41 million shares.

• Preferred Stock Exchange and Conversion

  Alpha Capital Anstalt will exchange $10.66M of Series C Preferred for 24.5M shares and warrants; 35.6M Series A/B Preferred shares will convert at $0.435 each, subject to stockholder approval.

• Equity Plan Expansion Proposed

  The amendment would add 20,000,000 shares to the 2026 Omnibus Equity Incentive Plan and set the annual reserve to 15% of fully diluted capitalization, up from the current 2,072,125 shares.

auto_awesomeAnalysis · CYAB · Technology

Cyabra is asking shareholders to approve the issuance of shares equal to or exceeding 20% of its outstanding common stock — a requirement under Nasdaq rules because the July private placement, preferred stock exchange, and conversions were priced below the minimum price. If approved, the company could issue tens of millions of new shares, including warrants exercisable at $0.45–$0.50, deeply diluting existing holders. Separately, the plan amendment would add 20 million shares to the equity incentive pool and reset the annual reserve to 15% of fully diluted capitalization, further pressuring the stock. The vote is set for September 2, 2026, against a backdrop of a going-concern warning, Nasdaq delisting threat, and a recent $6 million capital raise that already expanded the share count dramatically.