Cyabra Holders Approve Retiring All Three Preferred Series, Removing Conversion-Price Resets and Leaving a 123% Resale Registration

by Adam Kowalczyk · September 3, 2026

Filings & Deals Reporter, The MicroCap Herald

Cyabra, Inc. (Nasdaq: CYAB) said Thursday that its stockholders approved the conversion and exchange of all of the company's outstanding preferred stock at a special meeting held Sept. 2, with approximately 98% of votes cast in favor, according to a release distributed Sept. 3 through GlobeNewswire.

Under the approved structure described in the release, the Series A and Series B preferred stock will convert into common stock, and the Series C preferred stock will be exchanged for common stock and warrants, with some holders receiving pre-funded warrants in place of common shares. The company said that upon closing, all three classes of preferred stock and their conversion-price reset provisions will be eliminated.

Dan Brahmy, the company's co-founder and chief executive, said in the release: "When we announced the July 2026 Offering, we said we believe that it would remove a structural overhang from Cyabra's capital structure. Yesterday's vote makes that a reality." The release does not claim the structure has changed yet.

That outcome is not yet in place. The release states the transactions remain subject to closing conditions, and that a resale registration statement covering the underlying shares had been filed but had not yet become effective. A shareholder vote is an approval, not a completed transaction, and the Herald is reporting it as such.

The approval traces back to a financing the company disclosed in July. According to StockTitan's summary of Cyabra's Form 8-K filed July 10, 2026, reporting an earliest event date of July 9, the company agreed to a private placement at a combined purchase price of $0.435 per share and accompanying warrants for gross proceeds of approximately $6.0 million. That summary lists 1,175,090 common shares issued, pre-funded warrants covering 12,643,680 shares exercisable immediately at $0.4349, Series A warrants covering 13,818,770 shares at a $0.50 exercise price with a five-year term, and Series B warrants covering 13,818,770 shares at a $0.45 exercise price with a twelve-month term, with the Series A and Series B warrants becoming exercisable only upon stockholder approval. A.G.P./Alliance Global Partners acted as placement agent for a 7.0% cash fee.

The same summary describes the preferred restructuring agreed alongside that placement: the Series A and Series B conversion price was reduced to $0.435 per share, and the Series C preferred, with an aggregate value of $10,660,000, was to be exchanged by its holder, identified as Alpha Capital Anstalt, for the same package of securities the placement investors received. The Herald did not retrieve the primary July 8-K and is attributing these terms to StockTitan's filing summary.

The reset is substantial when measured against the terms in place when Cyabra listed. A Form 8-K filed with the SEC and dated March 26, 2026, covering the completion of the company's business combination with Cyabra Strategy Ltd., states that the Series A preferred carried a stated value of $1,000 per share and a conversion price of $3.5357. That filing lists 13,814,167 common shares outstanding after closing, alongside 3,061 Series A preferred shares, 13,330 Series B preferred shares and 10,660 Series C preferred shares. It also records that the entity was renamed Cyabra, Inc. and that its common stock trades on the Nasdaq Global Market under the symbol CYAB. The 10,660 Series C shares at that $1,000 stated value reconcile with the $10,660,000 aggregate value attached to the Series C exchange in July.

The gap between a $3.5357 conversion price at listing in March and a $0.435 conversion price agreed in July is the reason the share count now in play is so much larger than the one at closing. Conversion-price reset provisions of the kind Cyabra is eliminating work in that direction by design: as the common stock falls, the number of shares issuable on conversion rises. Removing them ends that mechanism going forward, but it does not retire shares that are already issuable under the revised terms.

The scale of that overhang is visible in the company's own registration statement. StockTitan's summary of an amended Form S-1 dated Sept. 1, 2026, reports that Cyabra is registering 21,645,176 shares of common stock for resale against 17,597,071 shares of common stock outstanding as of Aug. 31, 2026, or roughly 123% of the current count. The summary quotes the prospectus warning that "The issuance of up to 20,470,086 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants and the Warrants and the conversion of the Preferred Shares could cause our existing stockholders to experience substantial dilution," and cautioning that sales of the registered shares, or the potential for such sales, may adversely affect the market price, liquidity and demand for the common stock. Those two figures reconcile: the 1,175,090 shares issued in the July placement plus 20,470,086 shares issuable on exercise and conversion equal the 21,645,176 shares registered.

StockTitan's summary of the July filing also describes post-approval restrictions on further issuance, specifically a 60-day equity issuance freeze and a six-month moratorium on variable-rate transactions. Those provisions, if in force as described, would limit near-term follow-on financing but say nothing about the company's cash position, which the Herald is not reporting here.

Cyabra describes itself as an AI-powered narrative intelligence platform serving governments, enterprises and agencies, with products aimed at detecting coordinated manipulation online. The Herald was not able to retrieve the company's second-quarter 2026 report and is therefore not publishing revenue, margin, cash or recurring-revenue figures in this article. The data panel on StockTitan's page carrying the Sept. 3 announcement showed a market capitalization of approximately $7.58 million and a float of about 12.68 million shares at the time of retrieval; those are vendor-supplied figures on a live page, not company disclosures.

The Herald is not reporting an intraday or closing price for Cyabra today. The US market is open at the time of publication.

The risks in this situation are structural and should be stated directly. A registration covering more shares than are outstanding creates a persistent supply overhang once it becomes effective. Warrants struck at $0.50 and $0.45 sit above the $0.435 placement price, so their eventual exercise depends on where the stock trades. The conversion and exchange remain subject to closing conditions that have not been satisfied. And a company with a market capitalization in single-digit millions has limited capacity to absorb selling pressure. Readers evaluating this security should work from Cyabra's own filings on EDGAR, including the registration statement and its risk factors, rather than from secondary summaries.