{"filing":{"accession_number":"0001213900-26-077124","cik":"0002032341","ticker":"CYAB","company_name":"CYABRA, INC.","form":"8-K","filing_date":"2026-07-10","report_date":null,"primary_document":"ea0297600-8k_cyabra.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2032341/000121390026077124/ea0297600-8k_cyabra.htm"},"events":[{"id":17302,"run_id":15484,"accession_number":"0001213900-26-077124","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"Cyabra completed a $6.0 million private placement on July 9, 2026, issuing 1,175,090 common shares, pre-funded warrants to purchase 12,643,680 shares, and Series A and B warrants to purchase 13,818,770 shares each, together with conversion of 35.6 million preferred shares into common stock equivalents and exchange of $10.66 million in Series C preferred stock for private placement securities. The transaction substantially dilutes existing shareholders through unregistered equity issuance under Section 4(a)(2) and Regulation D, with significant warrant overhang representing a material capital structure adjustment.","company_name":"CYABRA, INC.","ticker":"CYAB","filing_date":"2026-07-10","form":"8-K","submitted_at":null,"items":[{"id":15690,"accession_number":"0001213900-26-077124","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Cyabra entered into securities purchase agreements on July 9, 2026, for a private placement raising approximately $6 million through the sale of 1,175,090 common shares, pre-funded warrants to purchase 12,643,680 shares, and Series A and B warrants to purchase 13,818,770 shares each. This is a classic dilutive unregistered equity issuance under Section 4(a)(2) and Regulation D, with significant warrant overhang (27.6 million warrant shares against ~1.2 million shares sold). The filing also discloses conversion of preferred stock into 35.6 million additional common shares, substantially diluting existing shareholders. This is material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T20:03:16.296112+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15691,"accession_number":"0001213900-26-077124","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Cyabra announced a $6.0 million private placement of 13,818,770 shares of common stock at $0.435 per share, plus Series A and B Warrants, to new and existing institutional investors, management, and board members. The securities are unregistered and sold under Section 4(a)(2) and Regulation D exemptions. This is a classic dilutive equity issuance raising capital through a private placement, which is the core definition of dilutive_issuance under Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T20:03:16.296112+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15692,"accession_number":"0001213900-26-077124","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a $6.0 million private placement of common stock and warrants at $0.435 per share, together with conversion of 35.6 million preferred shares into common stock equivalents and exchange of $10.66 million in Series C preferred stock for private placement securities. While Item 5.03 nominally addresses amendments to articles/bylaws, the substance is a material dilutive equity issuance and preferred-to-common conversion that raises capital and significantly increases share count. The press release emphasizes this as a \"structural overhang\" removal and capital structure adjustment, signaling material shareholder dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T20:03:16.296112+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15693,"accession_number":"0001213900-26-077124","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a $6.0 million private placement of 13,818,770 shares of common stock at $0.435 per share, plus warrants, to new and existing institutional investors, management, and board members. This is an unregistered equity issuance under Section 4(a)(2) and Regulation D. The transaction also includes conversion of all outstanding preferred shares (Series A, B, and C) into common stock equivalents, which is dilutive to existing shareholders. The press release explicitly states this \"removes a structural overhang\" and represents an \"adjustment of Cyabra's capital structure,\" indicating material capital-raising activity typical of dilutive private placements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T20:03:16.296112+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15690,"accession_number":"0001213900-26-077124","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Cyabra entered into securities purchase agreements on July 9, 2026, for a private placement raising approximately $6 million through the sale of 1,175,090 common shares, pre-funded warrants to purchase 12,643,680 shares, and Series A and B warrants to purchase 13,818,770 shares each. This is a classic dilutive unregistered equity issuance under Section 4(a)(2) and Regulation D, with significant warrant overhang (27.6 million warrant shares against ~1.2 million shares sold). The filing also discloses conversion of preferred stock into 35.6 million additional common shares, substantially diluting existing shareholders. This is material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T20:03:16.296112+00:00","company_name":"CYABRA, INC.","ticker":"CYAB","filing_date":"2026-07-10"},{"id":15691,"accession_number":"0001213900-26-077124","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Cyabra announced a $6.0 million private placement of 13,818,770 shares of common stock at $0.435 per share, plus Series A and B Warrants, to new and existing institutional investors, management, and board members. The securities are unregistered and sold under Section 4(a)(2) and Regulation D exemptions. This is a classic dilutive equity issuance raising capital through a private placement, which is the core definition of dilutive_issuance under Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T20:03:16.296112+00:00","company_name":"CYABRA, INC.","ticker":"CYAB","filing_date":"2026-07-10"},{"id":15692,"accession_number":"0001213900-26-077124","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a $6.0 million private placement of common stock and warrants at $0.435 per share, together with conversion of 35.6 million preferred shares into common stock equivalents and exchange of $10.66 million in Series C preferred stock for private placement securities. While Item 5.03 nominally addresses amendments to articles/bylaws, the substance is a material dilutive equity issuance and preferred-to-common conversion that raises capital and significantly increases share count. The press release emphasizes this as a \"structural overhang\" removal and capital structure adjustment, signaling material shareholder dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T20:03:16.296112+00:00","company_name":"CYABRA, INC.","ticker":"CYAB","filing_date":"2026-07-10"},{"id":15693,"accession_number":"0001213900-26-077124","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a $6.0 million private placement of 13,818,770 shares of common stock at $0.435 per share, plus warrants, to new and existing institutional investors, management, and board members. This is an unregistered equity issuance under Section 4(a)(2) and Regulation D. The transaction also includes conversion of all outstanding preferred shares (Series A, B, and C) into common stock equivalents, which is dilutive to existing shareholders. The press release explicitly states this \"removes a structural overhang\" and represents an \"adjustment of Cyabra's capital structure,\" indicating material capital-raising activity typical of dilutive private placements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T20:03:16.296112+00:00","company_name":"CYABRA, INC.","ticker":"CYAB","filing_date":"2026-07-10"}]}