cyab-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number: 001-43214

Cyabra, Inc.

(Exact name of registrant as specified in its charter)

Delaware		99-4210757
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

13 Gershon Shatz Tel Aviv, Israel		6997543
(Address of principal executive offices)		(Zip Code)

+972-54-768-8642

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		CYAB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 12, 2026, the number of outstanding shares of the registrant’s common stock, par value $0.0001 per share, was 17,597,071.

CYABRA, INC.

FORM 10-Q TABLE OF CONTENTS

		Page
Part I	Financial Information	1
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	F-2
	Condensed Consolidated Statements of Operations for the six months ended June 30, 2026 and 2025	F-3
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the six months ended June 30, 2026 and 2025	F-4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	F-6
	Notes to Condensed Consolidated Financial Statements	F-7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12

Part II	Other Information	14
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Cyabra, Inc.

Condensed Consolidated

Interim

Financial Statements

June 30, 2026

Cyabra, Inc.

and its subsidiaries

Condensed Consolidated Interim Financial Statements as of June 30, 2026 (Unaudited)

Contents

	PAGE
Condensed Consolidated Interim Balance Sheets	F-2
Condensed Consolidated Interim Statements of Operations	F-3
Condensed Consolidated Interim Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency	F-4
Condensed Consolidated Interim Statements of Cash Flows	F-6
Notes to Condensed Consolidated Interim Financial Statements	F-7

 F-1

Condensed Consolidated Interim Balance Sheets (Unaudited)

U.S. dollars in thousands (except share data)

	June 30, 2026			December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	794		$	294
Restricted cash		24			22
Accounts receivable		568			269
Other current assets		593			152
Total current assets		1,979			737

Non-Current Assets
Operating right-of-use asset		410			575
Property and equipment, net		144			146
Other assets		99			-
Total non-current assets		653			721
Total Assets		2,632			1,458

Liabilities, Redeemable Convertible Preferred Shares and Capital Deficiency
Current liabilities
Trade accounts payable		2,015			1,775
Accrued expenses		1,812			476
Short term loans		2,003			5,768
Operating lease liability		392			380
Deferred revenues		3,452			2,816
Employees and related		2,937			1,298
Other current liabilities		1,206			94
Convertible notes		-			12,869
Liability with respect to warrants		33			-
Total current liabilities		13,850			25,476

Non-Current Liabilities
Operating lease liability		95			268
Long-term deferred revenues		683			115
Liability with respect to warrants		-			370
Total non-current liabilities		778			753
Total liabilities		14,628			26,229

Commitments and contingent liabilities

Redeemable Convertible Preferred Shares:
Redeemable Preferred A and A-1 shares, NIS 0.01 par value: 0 and 607,373 shares authorized as of June 30, 2026 and December 31, 2025, respectively, 0 and 515,186 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. Aggregate liquidation preference of $0 and $7,180 as of June 30, 2026 and December 31, 2025, respectively; Redeemable Preferred A-2 and A-3 shares, NIS 0.01 par value: 0 and 596,056 shares authorized as of June 30, 2026 and December 31, 2025, respectively, and 0 and 388,739 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. Aggregate liquidation preference of $0 and $6,554 as of June 30, 2026 and December 31, 2025, respectively. Redeemable Convertible Preferred C and C-1 shares, NIS 0.01 par value: 0 and 803,963 shares authorized as of June 30, 2026 and December 31, 2025, respectively, and 0 and 233,001 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. Aggregate liquidation preference of $0 $3,446 as of June 30, 2026 and December 31, 2025, respectively.		-			15,268

Capital Deficiency:
Series A Convertible Preferred Stock of Holdings, $0.0001 par value per share, 2,177 and zero shares outstanding as of June 30, 2026 and December 31, 2025, respectively		-			-
Series B Convertible Preferred Stock of Holdings, $0.0001 par value per share, 13,330 and zero shares outstanding as of June 30, 2026 and December 31, 2025, respectively		-			-
Series C Convertible Preferred Stock of Holdings, $0.0001 par value per share, 10,660 and zero shares outstanding as of June 30, 2026 and December 31, 2025, respectively		-			-
Class A common stock		2			2
Additional paid in capital		49,584			7,332
Accumulated deficit		(61,582	)		(47,373	)
Total capital deficiency		(11,996	)		(40,039	)
Total liabilities, redeemable convertible preferred shares and capital deficiency	$	2,632		$	1,458

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 F-2

Condensed Consolidated Interim Statements of Operations (Unaudited)

U.S. dollars in thousands (except per share data)

	For the Six Months Ended June 30,						For the Three Months Ended June 30,
	2026			2025			2026			2025
Revenues		3,268			2,591			1,853			1,331
Cost of revenues		496			409			304			213
Gross profit		2,772			2,182			1,549			1,118

Operating costs and expenses
Research and development expenses		7,568			3,691			2,060			1,840
Sales and marketing expenses		2,559			3,192			1,304			1,456
General and administrative expenses		7,589			2,756			1,305			1,241
Total operating loss		(14,944	)		(7,457	)		(3,120	)		(3,419	)

Finance income (expenses)		799			1,716			(255	)		992
Loss before taxes on income		(14,145	)		(5,741	)		(3,375	)		(2,427	)
Taxes on income		64			19			64			19
Net loss for the period		(14,209	)		(5,760	)		(3,439	)		(2,446	)

Loss per share attributable to common shareholders
Basic loss per share		(1.68	)		(2.53	)		(0.26	)		(1.07	)
Diluted loss per share		(1.78	)		(2.53	)		(0.26	)		(1.07	)

Weighted average number of common stock outstanding used in computation of basic loss per share		8,458,222			2,396,328			13,390,609			2,435,385
Weighted average number of common stock outstanding used in computation of diluted loss per share		8,669,333			2,396,328			13,790,609			2,435,385

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 F-3

Condensed Consolidated Interim Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency (Unaudited)

Redeemable
Preferred

Additional

A, A1,A2,A3,
C and C-1 Shares

Series A
Preferred Stock

Series B
Preferred Stock

Series C
Preferred Stock

Common Stock

paid in
capital

Accumulated
deficit

Total

USD
thousands

Balance at December 31, 2025

1,136,926

15,268

3,019,557

7,332

(47,373

)

(40,039

)