CYABRA, INC.

Purposes of the Reverse Stock Split

The primary purpose of the Reverse Stock Split is to provide the Company with a means of increasing the per-share trading price of the Common Stock in order to regain and maintain compliance with the Minimum Bid Price Requirement and maintain the listing of the Common Stock on the Nasdaq Global Market. The Board believes that the Reverse Stock Split could also improve the marketability and liquidity of the Common Stock and facilitate the Company’s ability to raise additional capital and complete strategic transactions.

Maintain our listing on the Nasdaq Global Market. Our Common Stock is traded on the Nasdaq Global Market. As described above, on June 9, 2026, the Company received written notice from Nasdaq that the closing bid price of the Common Stock had been below $1.00 per share for 30 consecutive business days and that the Company therefore was not in compliance with the Minimum Bid Price Requirement. The Company was provided until December 7, 2026 to regain compliance.

The Board has considered the potential harm to the Company and its stockholders if Nasdaq were to delist the Common Stock from the Nasdaq Global Market as a result of the Company’s failure to comply with the Minimum Bid Price Requirement. Delisting could adversely affect the liquidity and market price of the Common Stock because alternatives to trading on the Nasdaq Global Market, including quotation on an over-the-counter market, generally are considered to be less efficient and could make it more difficult for investors to sell, or obtain accurate quotations with respect to, the Common Stock. Many investors may be unwilling or unable to purchase or sell the Common Stock because of difficulties associated with trading in over-the-counter markets, investment policies that prohibit investments in securities not listed on a national securities exchange or other considerations. Delisting also could adversely affect the Company’s ability to raise additional capital and complete strategic transactions.

The Board believes that, if the Company does not otherwise regain compliance with the Minimum Bid Price Requirement, the Reverse Stock Split may be an effective means of increasing the per-share trading price of the Common Stock and avoiding, or at least mitigating, the likely adverse consequences of the Common Stock being delisted from the Nasdaq Global Market. However, there can be no assurance that the Reverse Stock Split, if implemented, will increase the market price of the Common Stock in proportion to the reduction in the number of outstanding shares, result in the Company regaining or maintaining compliance with the Minimum Bid Price Requirement or enable the Company to satisfy any other applicable Nasdaq continued listing requirement.

Improve the marketability and liquidity of the Common Stock. If this Proposal No. 3 is approved by stockholders at the Annual Meeting and the Reverse Stock Split is implemented, the Board believes that the anticipated increase in the per-share trading price of the Common Stock could improve the marketability and liquidity of the Common Stock and encourage greater interest and trading in the Common Stock. The Reverse Stock Split could allow a broader range of institutions to invest in the Common Stock, including investment funds that are prohibited or discouraged from purchasing securities trading below specified price thresholds, and potentially increase the liquidity of the Common Stock.

The Reverse Stock Split could also increase analyst and broker interest in the Common Stock because certain analysts and brokers have policies or practices that discourage them from following or recommending companies with low trading prices. Because of the trading volatility often associated with low-priced securities, many brokerage firms and institutional investors have internal policies and practices that prohibit or discourage them from investing in low-priced securities or recommending such securities to their customers. Some of those policies and practices may also make the processing of trades in low-priced securities economically unattractive to brokers.

In addition, because brokers’ commissions on low-priced securities generally represent a higher percentage of the applicable transaction value than commissions on higher-priced securities, the current per-share trading price of the Common Stock may result in stockholders paying transaction costs that represent a higher percentage of the value of their holdings than would be the case if the per-share trading price were substantially higher.

It should be noted, however, that the liquidity of the Common Stock may be adversely affected by the Reverse Stock Split because the number of outstanding shares of Common Stock would be reduced. There can be no assurance that any increase in the per-share trading price following the Reverse Stock Split would result in increased investor interest, trading volume or liquidity.

Facilitate financing and strategic transactions. The Board believes that a higher per-share trading price and an increase in the number of authorized but unissued shares of Common Stock available following the Reverse Stock Split could provide the Company with greater flexibility to raise additional capital, satisfy its obligations under outstanding convertible or exercisable securities, provide equity incentives to employees, officers and directors, and complete acquisitions or other strategic transactions. Any future issuance of Common Stock would remain subject to applicable Delaware law, Nasdaq listing rules and the terms of the Company’s outstanding agreements and securities.

For the foregoing reasons, the Board believes that authorizing the Reverse Stock Split is advisable and in the best interests of the Company and its stockholders. The Board nevertheless reserves the right not to implement the Reverse Stock Split if it determines, in its sole discretion, that the Reverse Stock Split is no longer necessary or would not be in the best interests of the Company and its stockholders.