CYABRA, INC.

As filed with the U.S. Securities and Exchange Commission on July 30, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

13 Gershon Shatz

Tel Aviv Israel

+972-54-768-8642

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dan Brahmy

Chief Executive Officer

240W 40 th St

New York, NY 10018

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Oded Har-Even, Esq. Ron Ben-Bassat, Esq. Ilana Neck Levin, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 (212) 660-3060

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling shareholders identified herein may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

(f/k/a Trailblazer Holdings, Inc.)

Up to 150,621,827 Shares of Common Stock

This prospectus relates to the resale, from time to time, by the selling shareholders (the “Selling Shareholders”) identified in this prospectus of up to an aggregate of 150,621,827 shares (the “Shares”) of our common stock, $0.0001 par value per share (“Common Stock”), consisting of: (A) (i) 1,175,090 shares of Common Stock; (ii) 12,643,680 shares of Common Stock issuable upon the exercise of pre-funded warrants; (iii) 13,818,770 shares of Common Stock issuable upon the exercise of Series A warrants; (iv) 13,818,770 shares of Common Stock issuable upon the exercise of Series B warrants, that were issued and sold by us to the Selling Shareholders in a private placement (the “PIPE”), pursuant to certain securities purchase agreements, dated as of July 9, 2026 (the “Securities Purchase Agreements”), by and between the Company and the Selling Shareholders; (B) 35,648,276 shares of Common Stock issuable upon the conversion of our Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and Series B Convertible Preferred Stock (the “Series B Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Shares”) or upon the exercise of pre-funded warrants that may be issued in lieu thereof, pursuant to certain conversion agreements, dated as of July 9, 2026 (the “Conversion Agreements”), by and between the Company and certain Selling Shareholders, the closing of which is subject to stockholder approval; and (C) (i) 24,505,747 shares of Common Stock or shares of Common Stock issuable upon the exercise of pre-funded warrants that may be issued in lieu thereof; (ii) 24,505,747 shares of Common Stock issuable upon the exercise of Series A warrants; and (iii) 24,505,747 shares of Common Stock issuable upon the exercise of Series B warrants, issuable in exchange of our Series C Convertible Preferred Stock (the “Series C Preferred Stock”), pursuant to that certain exchange agreement, dated as of July 9, 2026 (the “Exchange Agreement”), by and between the Company and Alpha Capital Anstalt (“Alpha”), the closing of which is subject to stockholder approval. The Series A warrants issued pursuant to the Securities Purchase Agreements and issuable pursuant to the Exchange Agreement are collectively referred to herein as the “Series A Warrants”, the Series B warrants issued pursuant to the Securities Purchase Agreements and issuable pursuant to the Exchange Agreement are collectively referred to herein as the “Series B Warrants”, the pre-funded warrants issued pursuant to the Securities Purchase Agreements and issuable pursuant to the Conversion Agreements and the Exchange Agreement are collectively referred to herein as the “Pre-Funded Warrants”, and the Series A Warrants and the Series B Warrants are collectively referred to herein as the “Warrants”. This prospectus also covers any additional shares of Common Stock that may become issuable by reason of stock splits, stock dividends or other anti-dilution events described in the Warrants. The Pre-Funded Warrants have an exercise price of $0.0001 per share of Common Stock, are exercisable immediately upon issuance and will remain exercisable until exercised in full. The Series A Warrants have an exercise price of $0.50 per share of Common Stock, will be initially exercisable on the date stockholder approval is obtained and will expire five years from the initial exercise date. The Series B Warrants have an exercise price of $0.45 per share of Common Stock, will be initially exercisable on the date stockholder approval is obtained and will expire twelve months from the initial exercise date.

We are registering the resale of the Shares as required by the Securities Purchase Agreements. We are not selling any securities under this prospectus and will not receive any proceeds from sales of the Shares by the Selling Shareholders or their permitted transferees. To the extent the Pre-Funded Warrants and the Warrants are exercised for cash, if at all, we will receive up to an aggregate of approximately $36,409,556 in cash from the exercise price of such Pre-Funded Warrants and the Warrants, assuming the exercise in full of all the Warrants.

The Selling Shareholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholders may sell their Shares hereunder following the effective date of this registration statement. We provide more information about how a Selling Shareholder may sell its Shares in the section of this prospectus titled “Plan of Distribution.”

Our Common Stock is listed on The Nasdaq Global Market under the symbol “CYAB.” On July 29, 2026, the last reported sale price of our Common Stock was $0.26 per share. There is no established market for the Pre-Funded Warrants and we do not intend to apply to list them on any securities exchange or other nationally recognized trading system.

This prospectus describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus.

This offering will terminate on the earlier of (i) the date when all of the securities registered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the date on which all of such securities may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.

Investing in our Common Stock involves risks. You should carefully review the risks described under the heading “Risk Factors” beginning on page 8 before you invest in our Common Stock.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July , 2026.

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