CYABRA, INC. 10-Q

ITEM 5. OTHER INFORMATION. During the fiscal quarter ended March 31, 2026, none of our officers or directors, as those terms are defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K. Nasdaq Deficiency 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. 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. 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. 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. 12 ITEM 6. EXHIBITS Exhibit Description Schedule/ Form File Number Exhibit File Date 2.1 Merger Agreement, as amended. S-4/A 333-283153 2.1 January 13, 2026 3.1 Certificate of Incorporation of Cyabra, Inc. 8-K 001-43214 3.1 March 31, 2026 3.2 Bylaws of Cyabra, Inc. S-4/A 333-283153 3.7 January 13, 2026 3.3 Certificate of Designation of Holdings relating to the Series A Convertible Preferred Stock. 8-K 001-43214 3.3 March 31, 2026 3.4 Certificate of Designation of Holdings relating to the Series B Convertible Preferred Stock. 8-K 001-43214 3.4 March 31, 2026 3.5 Certificate of Designation of Holdings relating to the Series C Convertible Preferred Stock. 8-K 001-43214 3.5 March 31, 2026 10.3 Form of Lock-up Agreement . 8-K 001-41668 10.3 July 23, 2024 10.4† Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. 8-K 001-43214 10.4 March 31, 2026 10.5† Form of Incentive Stock Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. S-4/A 333-283153 10.23 December 20, 2024 10.6† Form of Non-Qualified Stock Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. S-4/A 333-283153 10.24 December 20, 2024 10.7† Form of Section 102 Restricted Stock Unit Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. 8-K 001-43214 10.7 March 31, 2026 10.8† Form of Restricted Stock Unit Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. S-4/A 333-283153 10.25 December 20, 2024 10.9† Form of Restricted Stock Award Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. S-4/A 333-283153 10.26 December 20, 2024 10.10† Form of Section 3(i) Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan and 2026 Israeli Sub-Plan. S-4/A 333-283153 10.27 December 20, 2024 10.11† Form of Section 102 Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan and 2026 Israeli Sub-Plan. S-4/A 333-283153 10.28 December 20, 2024 10.12 Facility Agreement, dated May 30, 2022, between Cyabra and Bank Hapoalim B.M. S-4/A 333-283153 10.31 January 13, 2026 10.13 Offer of Employment, dated December 29, 2022 by and between Cyabra Strategy Inc. and Emmanuel Heymann. S-4/A 333-283153 10.36 January 13, 2026 10.14 Employment Agreement dated June 18, 2024 by and between Cyabra Strategy Ltd. and Yael Sandler. S-4/A 333-283153 10.37 January 13, 2026 10.15 Amendment to Offer of Employment, by and between Cyabra Strategy Inc. and Emmanuel Heymann, dated August 15, 2024. S-4/A 333-283153 10.38 January 13, 2026 10.16 Form of Indemnification Agreement. S-4/A 333-283153 10.39 January 13, 2026 10.17 Registration Rights Agreement, dated March 27, 2026, between Trailblazer Holdings, Inc. and certain investors. 8-K 001-43214 10.19 March 31, 2026 10.18 Offer of Employment, dated February 10, 2025 by and between Cyabra Strategy Inc. and Dan Brahmy. S-4/A 333-283153 10.40 January 13, 2026 10.19 Amendment to Employment Agreement dated February 10, 2025 by and between Yossef Daar and Cyabra Strategy Ltd. S-4/A 333-283153 10.41 January 13, 2026 10.20 Amendment to Employment Agreement dated February 10, 2025 by and between Ido Shraga and Cyabra Strategy Ltd. S-4/A 333-283153 10.42 January 13, 2026 10.21 Securities Purchase Agreement dated December 18, 2025, between Trailblazer Holdings, Inc. and certain purchasers. S-4/A 333-283153 10.45 January 13, 2026 10.22 Registration Rights Agreement dated December 18, 2025, between Trailblazer Holdings, Inc. and certain purchasers. S-4/A 333-283153 10.46 January 13, 2026 13 Exhibit Description Schedule/ Form File Number Exhibit File Date 10.23 Form of Common Stock Purchase Warrant. 8-K 001-43214 10.25 March 31, 2026 10.24 Deferred Fee Agreement, dated October 28, 2025. 8-K 001-41668 10.1 November 3, 2025 10.25 Amendment to Advisory Agreement, dated October 28, 2025. 8-K 001-41668 10.2 November 3, 2025 10.26 LifeSci Advisory Agreement, dated October 28, 2025. 8-K 001-41668 10.3 November 3, 2025 10.27 Ladenburg Advisory Agreement dated October 28, 2025. 8-K 001-41668 10.4 November 3, 2025 10.28 Note Issuance Agreement among Cyabra, Trailblazer Merger Corporation I, Trailblazer Holdings, Inc. and Lowenstein Sandler LLP. S-4/A 333-283153 10.52 January 13, 2026 10.29 Note Issuance Agreement among Cyabra, Trailblazer Merger Corporation I, Trailblazer Holdings, Inc. and Loeb & Loeb LLP. S-4/A 333-283153 10.53 January 13, 2026 10.30 Promissory Note, dated February 4, 2026. 8-K 001-43214 10.32 March 31, 2026 10.31 Promissory Note, dated March 9, 2026. 8-K 001-43214 10.33 March 31, 2026 10.32 Amendment to Employment Agreement, dated March 16, 2026, between Cyabra, Inc. and Yossef Daar. 8-K 001-43214 10.34 March 31, 2026 10.33 Amendment to Employment Agreement, dated March 16, 2026, between Cyabra, Inc. and Ido Shraga. 8-K 001-43214 10.35 March 31, 2026 10.34 Lock-up Agreement, dated March 27, 2026. 8-K 001-43214 10.36 March 31, 2026 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) 32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be deemed to be incorporated by reference into any filing under such Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates such certifications by reference. † Annexes, schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Cyabra, Inc. (Registrant) Date: May 15, 2026 By: /s/ Dan Brahmy Dan Brahmy Chief Executive Officer (Principal Executive Officer) Date: May 15, 2026 By: /s/ Yael Sandler Yael Sandler Chief Financial Officer (Principal Financial and Accounting Officer) 14