Massive share overhang from this resale registration (61.7% of outstanding shares) combined with Nasdaq non-compliance (bid price <$1.00, MVLS <$50M) and a going concern warning creates a high-risk setup. Monitor for selling by Alpha Capital and Armistice Capital, which could further pressure the already-depressed stock price. The $0.45 Series B warrants expiring 12 months from Sep 2026 may force additional dilution if exercised.
Executive Summary
Cyabra, Inc. files an S-1 registration statement for the resale of up to 21,466,410 shares of common stock by selling shareholders, consisting of shares issuable upon exercise of pre-funded warrants and Series B warrants issued in a July 2026 PIPE. The company is a post-SPAC disinformation detection platform with $3.3M in revenue for H1 2026 (up 26% YoY), but remains deeply unprofitable with a $61.6M accumulated deficit, $0.8M cash, and a going concern warning. The stock closed at $0.20 on October 6, 2026, and the registration represents ~61.7% of outstanding shares, creating massive overhang risk.
Key Financial Metrics
Key Facts
- Up to 21,466,410 shares registered for resale by selling shareholders, representing ~61.7% of 34.8M shares outstanding as of Oct 6, 2026
- H1 2026 revenue $3.3M (+26% YoY; Q2 2026 revenue $1.85M, +39% YoY)
- Accumulated deficit $61.6M as of June 30, 2026; cash only $0.8M
- Net loss H1 2026 $14.2M vs $5.8M in H1 2025 (loss widened 147%)
- PIPE closed July 10, 2026 raised ~$6M gross; company may receive up to ~$3.2M if all warrants exercised for cash
- Stock price $0.20 per share on Oct 6, 2026; Nasdaq minimum bid price non-compliance (bid <$1.00) and MVLS/MVPHS deficiencies outstanding
- Going concern warning: management states lack of liquidity to sustain operations for 12 months
- Pre-funded warrants exercisable at $0.0001; Series B warrants at $0.45, expiring 12 months from Sep 2, 2026
- Two largest selling shareholders: Alpha Capital Anstalt (10.7M shares) and Armistice Capital Master Fund (10.7M shares)
Financial Impact
Registration covers 61.7% of current float at $0.20/share, representing ~$4.2M in potential selling pressure at current price. Company has $0.8M cash and $61.6M accumulated deficit.
Risk Factors
- Massive dilution from 21.5M shares registered for resale (61.7% of current float)
- Nasdaq delisting risk from bid price <$1.00 and MVLS <$50M
- Going concern with only $0.8M cash and $61.6M accumulated deficit
- Losses widening rapidly (H1 2026 net loss $14.2M vs $5.8M in H1 2025)
- Potential selling by two large holders (Alpha Capital, Armistice Capital) could further depress stock price
Investment Themes
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1 Filing (Primary) | 0001213900-26-107694 |
| Document: ea030793201ex-fee.htm | 0001213900-26-107694 |
| Document: ea030793201ex5-1.htm | 0001213900-26-107694 |
| Document: ea030793201ex23-1.htm | 0001213900-26-107694 |
| Document: ea030793201ex23-3.htm | 0001213900-26-107694 |
| Document: ea030793201ex23-2.htm | 0001213900-26-107694 |
| Document: 0001213900-26-107694-index-headers.html | 0001213900-26-107694 |
| Document: 0001213900-26-107694-index.html | 0001213900-26-107694 |
| Document: 0001213900-26-107694.txt | 0001213900-26-107694 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 6d ago | Press Release | $0.1480 | awaiting T+5 | — | $0.1319 (−10.88%) |
Oct 19, 2026 8d ago | EFFECT | $0.1500 $0.1390 | ▼ −7.33% | ▼ −7.19% | $0.1319 (−12.07%) |
Oct 16, 2026 11d ago | DEF 14A | $0.1432 $0.1370 | ▲ +4.33% | ▲ +3.90% | $0.1319 (+7.89%) |
Oct 13, 2026 14d ago | Press Release | $0.1598 $0.1520 | ▼ −4.88% | ▼ −3.73% | $0.1319 (−17.46%) |
Oct 7, 2026 19d ago | S-1 | $0.1700 $0.1500 | ▲ +11.76% | ▲ +11.49% | $0.1319 (+22.41%) |
Oct 5, 2026 22d ago | Press Release | $0.2080 $0.1670 | ▼ −19.71% | ▼ −20.13% | $0.1319 (−36.59%) |
Sep 30, 2026 27d ago | Press Release | $0.2140 $0.1874 | ▼ −12.43% | ▼ −14.34% | $0.1319 (−38.36%) |
Sep 22, 2026 4w ago | SC 13G | $0.2700 $0.2100 | ▼ −22.22% | ▼ −21.04% | $0.1319 (−51.15%) |
Sep 22, 2026 4w ago | SC 13G | $0.2700 $0.2100 | ▼ −22.22% | ▼ −21.04% | $0.1319 (−51.15%) |
Sep 22, 2026 5w ago | Press Release | $0.2681 $0.2112 | ▼ −21.22% | ▼ −20.04% | $0.1319 (−50.80%) |
US Market Status
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