CYABRA, INC.

DEF 14A 1 ea0301432-def14a_cyabra.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Cyabra, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

+972-54-768-8642

August 10, 2026

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders (the “Meeting”) of Cyabra, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), which will be held on September 2, 2026, at 10:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/CYAB2026. To provide access to our stockholders regardless of geographic location, the Company has determined that the Meeting will be a virtual meeting conducted exclusively via live webcast. You or your proxyholder will be able to attend the virtual Meeting online, vote, and submit questions during the Meeting by visiting www.virtualshareholdermeeting.com/CYAB2026 and entering the 16-digit control number included on the proxy card or voting instruction form, as applicable. To receive access to the virtual Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement. Details regarding the Meeting and the business to be conducted at the Meeting are more fully described in the accompanying Notice of Special Meeting of Stockholders and proxy statement. You are entitled to vote at our Meeting and any adjournments, continuations or postponements thereof only if you were a stockholder as of August 7, 2026.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the Meeting online, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Meeting. To vote your shares, you may use the enclosed proxy card, vote by telephone or over the Internet, or attend the Meeting virtually and submit your vote electronically. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or such other intermediary, or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to virtually attend the Meeting and vote online during the Meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.

On behalf of the board of directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the Meeting online.

Thank you for your support of our Company. I look forward to seeing you online at the Meeting via remote communication.

Sincerely,

/s/ Dan Brahmy

Dan Brahmy

Chief Executive Officer and Director

**Cyabra, Inc.

+972-54-768-8642

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on September 2, 2026

The Special Meeting of Stockholders (the “Meeting”) of Cyabra, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), will be held on September 2, 2026, at 10:00 a.m. Eastern Time, via a live webcast on the Internet. You will be able to virtually attend the Meeting online, vote and submit questions during the Meeting by visitingwww.virtualshareholdermeeting.com/CYAB2026. Only stockholders of record of our common stock, as of the close of business on August 7, 2026 (the “Record Date”), will be entitled to vote at the Meeting and any adjournments, continuations or postponements thereof that may take place.

We will consider and act on the following items of business at the Meeting:

Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the matters to be considered at the Meeting. After careful consideration, the Company’s board of directors has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal.The Board recommends a vote “FOR” the Nasdaq Proposal, the Plan Amendment Proposal and the Adjournment Proposal.

The Board has fixed the close of business on August 7, 2026, as the record date (the “Record Date”) for the Meeting. Only stockholders of record of our common stock on the Record Date are entitled to receive notice of the Meeting and vote at the Meeting. A complete list of registered stockholders entitled to vote at the Meeting will be available for inspection at the principal executive offices of the Company (upon request to us by mail at Cyabra, Inc., 13 Gershon Shatz, Tel Aviv, Israel 6997543, Attn: Yael Sandler, or by calling +972-54-768-8642 and asking for Yael Sandler) during regular business hours for the 10 calendar days prior to the Meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

Whether or not you plan to attend the Meeting online, we urge you to vote your shares as promptly as possible by Internet, telephone or mail. For specific instructions on how to vote your shares, please see the section entitled “About the Meeting” beginning on page 1 of the proxy statement.

If your shares are registered in your name, even if you plan to attend the Meeting (or any postponement or adjournment of the Meeting) online, we request that you complete, date, sign and mail the proxy card in accordance with the instructions set out in the form of proxy and in the proxy statement to ensure that your shares will be represented at the Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or such other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to virtually attend the Meeting and vote online. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting online.

By Order of the Board,

/s/ Dan Brahmy

Dan Brahmy

Chief Executive Officer and Director

August 10, 2026

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Cyabra, Inc.

+972-54-768-8642