Monitor the November 10, 2026 annual meeting vote on the reverse stock split proposal; if approved, the board has discretion to implement a split up to 1-for-30 within 12 months. Failure to regain Nasdaq compliance by December 7, 2026 could lead to delisting. The massive warrant overhang from Alpha Capital (24.5M pre-funded warrants, 24.5M Series A warrants, 24.5M Series B warrants) and the Conversion Agreement (9.8M shares + 25M pre-funded warrants) represent significant future dilution risk.
Price Chart
Executive Summary
Cyabra's definitive proxy statement seeks stockholder approval for a reverse stock split (1-for-2 to 1-for-30) to regain Nasdaq minimum bid price compliance after receiving a deficiency notice on June 9, 2026. The meeting also covers election of two Class I directors (Michael Pompeo and James Flanagan), ratification of KPMG as auditor, and an adjournment proposal. Executive compensation totals $374,251 for CEO Dan Brahmy and $881,202 for CFO Yael Sandler in FY2025, with no shareholder proposals or contested director elections.
Key Facts
- Reverse stock split proposal at ratio of 1-for-2 to 1-for-30 to cure Nasdaq minimum bid price deficiency (closing bid below $1.00 for 30 consecutive business days as of June 9, 2026); compliance deadline December 7, 2026
- 33,284,611 shares of common stock outstanding as of September 30, 2026 record date; 150,000,000 authorized shares
- CEO Dan Brahmy total compensation: $374,251 (FY2025) vs $380,983 (FY2024); CFO Yael Sandler total compensation: $881,202 (FY2025) vs $137,480 (FY2024)
- Net income (loss) figures not disclosed in the filing for either FY2024 or FY2025
- Five 5%+ holders identified: Trailblazer Sponsor Group (12.27%), Alpha Capital Anstalt (9.99%), Armistice Capital Master Fund (9.99%), RainForest Partners (6.90%), Hewlett Fund LP (6.82%)
- Related-party transactions include $5,330,000 promissory note from Trailblazer Sponsor converted into preferred stock at 300% of principal at business combination close on March 27, 2026
- Exchange Agreement with Alpha Capital closed September 9, 2026: issued pre-funded warrants for 24,505,747 shares, Series A and B warrants for 24,505,747 shares each in exchange for Series C Preferred Stock valued at $10,660,000
Financial Impact
Reverse stock split ratio up to 1-for-30 would reduce outstanding shares from 33,284,611 to as few as 1,109,487; no financial results (revenue, net income) disclosed in filing
Risk Factors
- Nasdaq delisting risk if reverse stock split not approved or fails to maintain bid price above $1.00
- Massive potential dilution from outstanding warrants: Alpha Capital holds pre-funded warrants for 51.4M shares, Series A warrants for 29.1M shares, Series B warrants for 29.1M shares, plus additional warrants; Armistice Capital holds pre-funded warrants for 3.6M shares
- Reverse stock split may not increase market price proportionally and could reduce liquidity
- No financial performance data (revenue, net income) disclosed in proxy statement, limiting assessment of business fundamentals
- Board has no designated chair or lead independent director, and compensation committee does not use an independent compensation consultant
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001213900-26-110049 |
| Document: 0001213900-26-110049-index-headers.html | 0001213900-26-110049 |
| Document: 0001213900-26-110049-index.html | 0001213900-26-110049 |
| Document: 0001213900-26-110049.txt | 0001213900-26-110049 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 6d ago | Press Release | $0.1480 | awaiting T+5 | — | $0.1314 (−11.22%) |
Oct 19, 2026 8d ago | EFFECT | $0.1500 $0.1390 | ▼ −7.33% | ▼ −7.19% | $0.1314 (−12.40%) |
Oct 16, 2026 10d ago | DEF 14A | $0.1432 $0.1370 | ▲ +4.33% | ▲ +3.90% | $0.1314 (+8.24%) |
Oct 13, 2026 14d ago | Press Release | $0.1598 $0.1520 | ▼ −4.88% | ▼ −3.73% | $0.1314 (−17.77%) |
Oct 7, 2026 19d ago | S-1 | $0.1700 $0.1500 | ▲ +11.76% | ▲ +11.49% | $0.1314 (+22.71%) |
Oct 5, 2026 22d ago | Press Release | $0.2080 $0.1670 | ▼ −19.71% | ▼ −20.13% | $0.1314 (−36.83%) |
Sep 30, 2026 27d ago | Press Release | $0.2140 $0.1874 | ▼ −12.43% | ▼ −14.34% | $0.1314 (−38.60%) |
Sep 22, 2026 4w ago | SC 13G | $0.2700 $0.2100 | ▼ −22.22% | ▼ −21.04% | $0.1314 (−51.33%) |
Sep 22, 2026 4w ago | SC 13G | $0.2700 $0.2100 | ▼ −22.22% | ▼ −21.04% | $0.1314 (−51.33%) |
Sep 22, 2026 5w ago | Press Release | $0.2681 $0.2112 | ▼ −21.22% | ▼ −20.04% | $0.1314 (−50.99%) |
US Market Status
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