CYABRA, INC.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
CYAB$0.09+0.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057819
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001213900-26-088752
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 29 previous paragraphs and 14 current paragraphs.
10 unchanged; 0 reworded; 4 added; 19 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
On August 11, 2026, the Compensation Committee of our board of directors approved certain changes to the compensation of the Company’s Chief Revenue Officer and Chief Financial Officer.
Current report
Effective October 1, 2026, the annual base salary of Emmanuel Heymann, the Company’s Chief Revenue Officer, will increase from $276,000 to $310,000. In addition, effective January 1, 2027, Mr. Heymann’s sales commission will increase from 2.0% to 2.5% of revenues, as defined in his commission plan.
Current report
Effective October 1, 2026, the monthly base salary of Yael Sandler, the Company’s Chief Financial Officer, will increase from NIS 70,000 to NIS 80,000. In addition, effective October 1, 2026, the Company’s contributions to Ms. Sandler’s education fund (Keren Hishtalmut) will be calculated based on her entire monthly base salary, at a rate of 7.5%, rather than being limited to the applicable tax-exempt ceiling.
Removed paragraphs (19)
Previous report
Risks Relating to the Ownership of the Common Stock
Previous report
We may not be able to maintain the listing of our securities on Nasdaq.
Previous report
Our securities are listed on the Nasdaq Global Market. If we violate Nasdaq listing requirements, our securities may be delisted. On May 13, 2026, we received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we are not currently in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires listed securities to maintain a minimum market value of listed securities (“MVLS”) of $50 million. According to the Notice, our MVLS had been below $50 million for 30 consecutive business days from March 27, 2026 through May 12, 2026. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been provided with a compliance period of 180 calendar days, or until November 9, 2026, to regain compliance with the minimum MVLS requirement.
Previous report
The Notice has no immediate effect on the listing or trading of our common stock on the Nasdaq Global Market. If at any time during the compliance period our MVLS closes at $50 million or more for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that we have regained compliance with the applicable requirement, and the matter will be closed.
Previous report
We intend to actively monitor our MVLS and evaluate available options to regain compliance with Nasdaq’s continued listing requirements. However, there can be no assurance that we will be able to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A) or maintain compliance with the other continued listing requirements of the Nasdaq Global Market.
Previous report
If we fail to regain compliance with the minimum MVLS requirement for continued listing on the Nasdaq Global Market, but satisfy the initial or continued listing requirements of the Nasdaq Capital Market, Nasdaq may permit our securities to remain listed by transferring the listing of our securities from the Nasdaq Global Market to the Nasdaq Capital Market. However, there can be no assurance that we would qualify for such transfer or that Nasdaq would approve such transfer. If our securities are delisted from Nasdaq, or if investors perceive that such delisting may occur, it could materially impair stockholders’ ability to buy and sell our securities and could adversely affect the market price of, and the efficiency of the trading market for, our securities. Any such delisting could also significantly impair our ability to raise capital and the value of your investment.
Previous report
We may not be able to successfully integrate our operations following the Business Combination, which could adversely affect our business, financial condition and results of operations.
Previous report
The Business Combination, which was completed on March 27, 2026, represents a significant and transformational transaction for the Company. As a result of the Business Combination, the Company transitioned from a private company to a publicly traded company and assumed new operational, financial reporting, internal control, compliance and governance obligations.
Previous report
Following the Closing, we must integrate and continue to operate our financial reporting systems, internal controls over financial reporting, disclosure controls and procedures, and compliance processes in a manner that satisfies the requirements applicable to a public company. These integration efforts are complex, time-consuming and costly and may divert the attention of management and key employees away from the day-to-day operation of our business.
Previous report
If we are unable to effectively integrate and maintain these systems and processes, or if such systems and controls do not operate as intended, we may experience delays in financial reporting, increased compliance costs, material weaknesses in internal control over financial reporting, or failures to comply with applicable securities laws and stock exchange requirements. Any of these outcomes could harm our reputation, subject us to regulatory scrutiny, adversely affect investor confidence and negatively impact the trading price of our Common Stock.
Previous report
In addition, the Business Combination may result in operational challenges, including difficulties coordinating activities across the combined organization, retaining key personnel, and achieving anticipated efficiencies. There can be no assurance that the Company will realize the expected benefits of the Business Combination or that the combined business will perform as expected following the Closing.
Previous report
We are dependent on financing arrangements related to the Business Combination and may require additional capital in the future, which may not be available on acceptable terms or at all and could result in significant dilution to our stockholders.
Previous report
In connection with the Business Combination, the Company obtained financing through a PIPE, and the proceeds from such financing were an important source of liquidity during the three months ended March 31, 2026. The Company has incurred operating losses and expects to continue to incur significant expenses as it seeks to grow its business and operate as a public company. Our ability to continue operations and execute our business plan depends on our ability to maintain sufficient liquidity. There can be no assurance that additional financing will be available to us when needed, on acceptable terms or at all. If we are unable to obtain additional capital through equity financings, debt financings or other arrangements, we may be required to delay, reduce or curtail our operations, product development efforts or commercialization initiatives.
Previous report
Any future equity or equity-linked financings, including issuances of Common Stock, preferred stock, warrants or other convertible securities, could result in significant dilution to existing stockholders and may involve terms that are unfavorable to holders of our Common Stock. In addition, the perception that we may need to raise additional capital, or that such financings may occur, could adversely affect the trading price of our Common Stock. Given our current liquidity position and history of operating losses, investors should consider the risk that financing obtained in connection with the Business Combination, including the PIPE financing, may not be sufficient to support our operations for the long term and that additional capital raises may be necessary.
Previous report
On May 13, 2026, we received the Notice from the Listing Qualifications Department of Nasdaq notifying us that we were not currently in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires listed securities to maintain an MVLS of $50 million.
Previous report
According to the Notice, our MVLS had been below $50 million for 30 consecutive business days from March 27, 2026 through May 12, 2026. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been provided with a compliance period of 180 calendar days, or until November 9, 2026, to regain compliance with the minimum MVLS requirement.
Previous report
The Notice has no immediate effect on the listing or trading of our common stock on the Nasdaq Global Market. If at any time during the compliance period our MVLS closes at $50 million or more for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that we have regained compliance with the applicable requirement, and the matter will be closed.
Previous report
If we do not regain compliance with the Nasdaq Global Market continued listing requirements by November 9, 2026, and if we otherwise satisfy the applicable listing requirements for the Nasdaq Capital Market, Nasdaq may permit our securities to remain listed on Nasdaq through a transfer of the listing of our securities from the Nasdaq Global Market to the Nasdaq Capital Market. However, there can be no assurance that we will regain compliance with the Nasdaq Global Market requirements or qualify for continued listing on the Nasdaq Capital Market.