CYABRA, INC.

Private Placement

On July 9, 2026, the Company entered into securities purchase agreements (each, a “Purchase Agreement”) with certain accredited investors (the “Purchasers”) relating to a private placement transaction (the “Private Placement”) and the sale of an aggregate of 1,175,090 shares of Common Stock (the “Shares”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 12,643,680 shares of Common Stock (the “Pre-Funded Warrant Shares”), at a purchase price of $0.435 per Share and $0.4349 per Pre-Funded Warrant, Series A warrants (the “Series A Common Warrants”) to purchase up to 13,818,770 shares of Common Stock (the “Series A Common Warrant Shares”), at an exercise price of $0.50 per share, and Series B warrants (the “Series B Common Warrants” and, together with the Series A Common Warrants, the “Common Warrants”) to purchase up to 13,818,770 shares of Common Stock (the “Series B Common Warrant Shares”), at an exercise price of $0.45 per share. The Private Placement closed on July 10, 2026, for aggregate gross proceeds of approximately $6 million, before deducting placement agent fees and offering expenses. The Company intends to use the net proceeds from the Private Placement for working capital and other general corporate purposes.

The Pre-Funded Warrants are exercisable immediately upon issuance and remain exercisable until exercised in full. The Series A Common Warrants will be initially exercisable on the date Stockholder Approval (as defined below) is obtained and will expire five years from the initial exercise date. The Series B Common Warrants will be initially exercisable on the date Stockholder Approval is obtained and will expire twelve months from the initial exercise date.

A.G.P./Alliance Global Partners acted as the exclusive placement agent (the “Placement Agent”) in connection with the Private Placement. Pursuant to a placement agent agreement, dated July 9, 2026, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in the Private Placement, plus reimbursement of up to $75,000 for accountable legal fees and expenses and up to $15,000 for non-accountable expenses.

Exchange Agreement

On July 9, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with Alpha Capital Anstalt (the “Exchange Holder”), which holds outstanding shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”), pursuant to which the Exchange Holder agreed to exchange, at the closing of the exchange (the “Exchange Closing”), shares of Series C Preferred Stock with an aggregate value of $10,660,000 (the “Preferred Shares Value”) for (i) 24,505,747 shares of Common Stock (or pre-funded warrants in lieu thereof) and (ii) Series A Common Warrants to purchase up to 24,505,747 shares of Common Stock and Series B Common Warrants to purchase up to 24,505,747 shares of Common Stock (including the Series A Common Warrant Shares and the Series B Common Warrant Shares issuable thereunder), in each case as if the Exchange Holder had invested additional cash equal to the Preferred Shares Value in the Private Placement. Effective upon the Exchange Closing, the shares of Series C Preferred Stock so exchanged will automatically be cancelled, retired and restored to the status of authorized but unissued shares of Series C Preferred Stock. The Exchange Closing is subject to Stockholder Approval.

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Conversion Agreements

On July 9, 2026, the Company entered into conversion agreements (the “Conversion Agreements”) with the holders (the “Conversion Holders”) of an aggregate of 35,648,276 shares of the Company’s 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 “Committed Preferred Shares”), pursuant to which the Conversion Holders agreed that, upon the closing of the conversion (the “Conversion Closing”), all of the Committed Preferred Shares will be deemed converted (the “Conversion”) into shares of Common Stock (or pre-funded warrants in lieu thereof). Pursuant to the Conversion Agreements, the Company and the Conversion Holders agreed to amend the terms of the Certificates of Designation governing the Series A Preferred Stock and the Series B Preferred Stock to reduce the conversion price of each such class of preferred stock to $0.435 per share. The Conversion is subject to Stockholder Approval.