Approximately 98% of votes cast in favor; upon closing, all three series of preferred stock and the conversion price reset provisions attached to them will be eliminated

Milestone follows record second-quarter revenue, up 39% year over year, and annual recurring revenue of $8.1 million, up 29%, at approximately 84% gross margin

New York, NY, Sept. 03, 2026 (GLOBE NEWSWIRE) -- Cyabra, Inc. (NASDAQ:CYAB) ("Cyabra" or the "Company"), an artificial intelligence ("AI")-powered platform that helps governments and enterprises detect coordinated manipulation and protect digital trust, today announced that stockholders have approved the transactions that will convert and/or exchange the existing classes of the Company’s outstanding preferred stock, resulting in the eventual elimination of the outstanding classes of preferred stock, including their respective conversion price reset provisions. The proposal passed with approximately 98% of votes cast in favor at the Company’s special meeting of stockholders held on September 2, 2026. Stockholders also approved an amendment to the Company’s 2026 Equity Incentive Plan. Complete voting results will be set forth in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission today.

The vote represents the most significant change to Cyabra’s capital structure since the Company began trading on Nasdaq on March 27, 2026. Upon closing of the conversion and exchange agreements, Cyabra will have a single class of stock outstanding, all common stock, with no preferred stock and no conversion price reset provisions. The transactions were conducted in parallel to the Company’s $6.0 million private placement in July 2026 (the "July 2026 Offering"), which was priced at a premium to the market price at that time and included participation by new and existing institutional investors, management and members of the Board.

What the approval means for Cyabra stockholders

Following the closing of the conversion and exchange agreements, all three existing series of Cyabra’s preferred stock will be eliminated. Series A and Series B preferred stock will convert into shares of Cyabra’s common stock (or equivalent thereto), and Series C preferred stock will be exchanged for common stock and warrants, on the terms previously disclosed in connection with the July 2026 Offering and related exchange agreement. Certain holders will receive pre-funded warrants in lieu of common stock. Upon the closing of those transactions, no preferred stock will remain outstanding. Additional highlights include:

Upon the closing of the conversion and exchange agreements, the conversion price reset provisions contained in the existing preferred stock go away with it. Under the existing terms of the preferred stock, certain securities issuances below the applicable conversion price during an 18-month protection period could have lowered the conversion price and increased the number of common shares issuable upon conversion. Since the preferred stock will be eliminated in full, that adjustment mechanism will no longer exist at closing.
A simpler, more transparent structure. Cyabra’s capital structure will no longer carry three separate classes of preferred stock governed by their respective certificates of designation, each with rights and preferences distinct from those of common stockholders. Every equity holder will hold, or hold the right to acquire, common stock.

"When we announced the July 2026 Offering, we said we believe that it would remove a structural overhang from Cyabra’s capital structure. Yesterday’s vote makes that a reality," said Dan Brahmy, Co-Founder and Chief Executive Officer of Cyabra. "When we went public in March, we had three series of preferred stock, each with their own rights and preferences, and with conversion price reset provisions attached. Upon the closing of the conversion and exchange agreements, all of these classes of preferred stock will be gone. Cyabra will have one class of stock. We are grateful to our stockholders for their support, and we believe this is a foundation that will serve the Company well as we scale."

Operating momentum

The approval comes on the heels of a record revenue quarter. For the second quarter of 2026, the Company reported record quarterly revenue of $1.9 million, up 39% year over year, with new customer wins contributing approximately $0.7 million of revenue during the quarter, and annual recurring revenue of $8.1 million as of June 30, 2026, up 29% year over year, at approximately 84% gross margin. During the quarter, Cyabra secured a new European government customer and signed an agreement valued at more than $500,000 with a leading international research institute, and following quarter-end announced a multi-year, six-figure agreement with a prominent Asia-Pacific intelligence agency. Governments, defense and intelligence agencies, law enforcement bodies and global enterprises rely on Cyabra to identify coordinated inauthentic behavior and fake accounts across public digital channels. The need to understand who is behind coordinated digital activity, how it is being amplified and how it is shaping perception continues to grow.

"With the capital structure question now behind us, our attention is squarely on the business," Mr. Brahmy continued. "We just delivered record quarterly revenue, growing 39% year over year at approximately 84% gross margin, in a market where the demand for narrative intelligence is expanding every quarter. Our priorities are clear: grow the business, expand the adoption of our technology and execute on the opportunity in front of us."

The transactions remain subject to their remaining closing conditions, and the Company will announce their completion when it occurs.

Separately, the Company filed an amendment to a registration statement earlier this week covering the resale of securities associated with the July 2026 Offering and the preferred stock conversion and exchange agreements, as required under the terms of those agreements. The registration statement does not issue new shares, does not raise capital and does not generate any proceeds to Cyabra; it has not yet been declared effective.

About Cyabra

Cyabra is an AI-powered narrative intelligence company that helps national security and defense organizations, government agencies, brands, communications agencies, and global enterprises restore trust and authenticity online by analyzing manipulated content, coordinated behaviors, and inauthentic actors. The platform helps teams understand who is operating, how activity is amplified, and where coordinated activity is shaping perception, translating evidence into clear mitigation steps. By reducing ambiguity and misdirected response, Cyabra enables proportionate, evidence-led action when clarity matters most.

For more information, visit www.cyabra.com.

Contact

Investors: ir@cyabra.com

Media: pr@cyabra.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding Cyabra's intent, belief, or expectations, including, but not limited to, statements regarding Cyabra's future results of operations and financial position, planned products and services, business strategy and plans, market size and growth opportunities, competitive position and market trends. Some of these forward-looking statements can be identified by the use of forward-looking words, including "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "plan," "targets," "projects," "could," "would," "continue," "forecast" or the negatives of these terms or variations of them or similar expressions. For example, the Company is using forward-looking statements in this press release when it discusses the expected closing of the transactions and the resulting elimination of the Company's preferred stock and conversion price reset provisions, the anticipated benefits of a simplified capital structure, the potential effectiveness of the resale registration statement, and the Company's growth priorities and market opportunity. These statements relate to future events and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in Cyabra's filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. Cyabra undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.