What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-15 · 400 added, 441 removed, 457 unchanged (65% of the section changed)

2 unchanged sentences

Financial Statements

March 31, 2026

June 30, 2026

and its subsidiaries

Condensed Consolidated Interim Financial Statements

as of March 31, 2026 (Unaudited)

Condensed Consolidated Interim Balance Sheets

Condensed Consolidated Interim Statements of Operations

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

Condensed Consolidated Interim Statements of Cash Flows

Notes to Condensed Consolidated Interim Financial Statements

Condensed Consolidated Interim Balance Sheets

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

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

Condensed Consolidated Interim Balance Sheets (Unaudited)

dollars in thousands (except share data)

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Redeemable Preferred A and A-1 shares, NIS 0.01 par value:

0 and 607,373 shares authorized as of March 31, 2026 and December 31, 2025, respectively, 0 and 515,186 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Aggregate liquidation preference of $ 0 and $ 7,180 as of March 31, 2026 and December 31, 2025, respectively;

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 March 31, 2026 and December 31, 2025, respectively, and 0 and 388,739 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Aggregate liquidation preference of $ 0 and $ 6,554 as of March 31, 2026 and December 31, 2025, respectively.

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 March 31, 2026 and December 31, 2025, respectively, and 0 and 233,001 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Aggregate liquidation preference of $ 0 $ 3,446 as of March 31, 2026 and December 31, 2025, respectively.

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.

Capital Deficiency:

Series A Convertible Preferred Stock of Holdings, $ 0.0001 par value per share, 2,177 and zero shares outstanding as of March 31, 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 March 31, 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 March 31, 2026 and December 31, 2025, respectively - -

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

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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.

Condensed Consolidated Interim Statements of

Operations (Unaudited)

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

Condensed Consolidated Interim Statements of Operations (Unaudited)

dollars in thousands (except per share data)

For the Six Months Ended

For the Three Months Ended

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Total operating loss ( 14,944 ) ( 7,457 ) ( 3,120 ) ( 3,419 )

Finance income 1,054 724

Finance income (expenses) 799 1,716 ( 255 ) 992

Loss before taxes on income ( 14,145 ) ( 5,741 ) ( 3,375 ) ( 2,427 )

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Net loss for the period ( 14,209 ) ( 5,760 ) ( 3,439 ) ( 2,446 )

Loss per share attributable to ordinary shareholders

Basic and diluted loss per share $ ( 3.10 ) $ ( 1.47 )

Weighted average number of ordinary shares outstanding used in computation of basic and diluted loss per share 3,471,031 2,356,837

The accompanying notes are an integral part

of the condensed consolidated interim financial statements.

Condensed Consolidated Interim Statements of

Changes in Redeemable Convertible Preferred Shares and Capital Deficiency (Unaudited)

Redeemable Preferred

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.

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

C and C-1 Shares

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Preferred Stock

Ordinary Shares

Balance at December 31, 2025 1,136,926 15,268 - - - - - - 3,019,557 2 7,332 ( 47,373 ) ( 40,039 )

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Net loss - - - - - - - - - - - ( 14,209 ) ( 14,209 )

Balance at March 31, 2026 - - 2,177 - 13,330 - 10,660 - 14,064,191 2 46,093 ( 58,143 ) ( 12,048 )

Balance at June 30, 2026 - - 2,177 * - 13,330 * - 10,660 * - 14,590,282 2 49,584 ( 61,582 ) ( 11,996 )

Redeemable Preferred

3 unchanged sentences

Preferred Stock

Ordinary Shares

Balance at December 31, 2024 903,925 11,780 - - - - - - 2,351,976 2 4,132 ( 34,554 ) ( 30,420 )

Issuance of Series C Preferred Stock, net 165,633 2,431 - - - - - - - - - - -

Conversion of SAFE (as defined below) to Series C-1 Preferred Stock 67,368 1,057 - - - - - - - - - - -

Share based payments - - - - - - - - - - 2,255 - 2,255

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Net loss - - - - - - - - - - - ( 5,760 ) ( 5,760 )

Balance at June 30, 2025 1,136,926 15,268 - - - - - - 2,542,384 2 6,389 ( 40,314 ) ( 33,923 )

Redeemable Preferred

C and C-1 Shares

Preferred Stock

Balance at March 31, 2026 - - 2,177 * - 13,330 * - 10,660 * - 14,064,191 2 46,093 ( 58,143 ) ( 12,048 )

Exercise of options - - - - - - - - 1,091 * - * - - * -

Shares Issued to advisors - - - - - - - - 525,000 * - 3,268 - 3,268

Share based payments - - - - - - - - - - 223 - 223

Net loss - - - - - - - - - - - ( 3,439 ) ( 3,439 )

Balance at June 30, 2026 - - 2,177 * - 13,330 * - 10,660 * - 14,590,282 2 49,584 ( 61,582 ) ( 11,996 )

Redeemable Preferred

C and C-1 Shares

Preferred Stock

Balance at March 31, 2025 903,925 11,780 - - - - - - 2,364,971 2 5,522 ( 37,868 ) ( 32,344 )

Issuance of Series C Preferred Stock, net 165,633 2,431 - - - - - - - - - - -

Conversion of SAFE (as defined below) to Series C-1 Preferred Stock 67,368 1,057 - - - - - - - - - - -

Share based payments - - - - - - - - - - 866 - 866

Exercise of options - - - - - - - - 177,413 * - 1 - 1

Net loss - - - - - - - - - - - ( 2,446 ) ( 2,446 )

Balance at June 30, 2025 1,136,926 15,268 - - - - - - 2,542,384 2 6,389 ( 40,314 ) ( 33,923 )

* Less than $1 thousand

The accompanying notes are an integral part

of the condensed consolidated interim financial statements.

Condensed Consolidated Interim Statements of

Cash Flows (Unaudited)

Three Months Ended

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

Condensed Consolidated Interim Statements of Cash Flows (Unaudited)

Six Months Ended

Cash flows – operating activities

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Interest expense 124 18

Payment of previously accrued interest ( 126 ) -

Share based payments 4,431 2,255

Share based payments for advisory services 1,009 -

Shares issued to advisors 2,100 -

Exchange rate differences 50 11

1 unchanged sentence

Changes in operating assets and liabilities:

(Decrease) Increase in other current assets ( 25 ) 27

Increase in other assets ( 351 ) ( 37 )

Increase in accounts receivable ( 299 ) ( 169 )

Increase (decrease) in trade accounts payable 709 157

Increase in trade accounts payable 829 679

Change in ROU asset and lease liability 5 31

(Decrease) Increase in deferred revenues ( 603 ) 1,207

Increase in deferred revenues 1,204 670

Increase in employees and related 1,639 275

Increase (decrease) in other current liabilities 2,222 ( 120 )

Decrease in other current liabilities ( 61 ) ( 164 )

Net cash used in operating activities ( 4,995 ) ( 3,833 )

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Repayment of loans ( 6,430 ) ( 915 )

Exercise of options and warrants 3 1

Exercise of options 3 2

Cash received from Merger Agreement upon the effectiveness of the Business Combination 1,336 -

Proceeds from PIPE, net of transaction costs 8,000 -

Issuance of preferred shares, net - 2,431

Net cash provided by financing activities 5,564 3,131

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Conversion of warrant liability to equity $ 390 $ -

Share issued to advisors 2,112 -

Right of use asset recognized with corresponding lease liability $ - $ 296

Purchase of property and equipment $ - $ 20

Conversion of SAFE $ - $ 1,057

Cash, cash equivalent and restricted cash at the end of the period:

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Restricted cash $ 24 $ 21

The accompanying notes are an integral part

of the condensed consolidated interim financial statements.

Notes to Condensed Consolidated Interim Financial

Statements (Unaudited)

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

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Note 1 — General

Cyabra Inc (the “Company”) is a newly formed entity that was formed for the purpose of effecting the Merger Agreement (see below) and now serves as a publicly-traded company.

(the “Company”) is a newly formed entity that was formed for the purpose of effecting the Merger Agreement (see below) and now serves as a publicly-traded company.

Its fully owned subsidiary is Cyabra Strategy Ltd.

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On March 27, 2026, the parties completed the Merger Agreement pursuant to which Holdings merged with Parent, with Holdings continuing as the surviving company of such merger and Merger Sub merged with Legacy Cyabra, with Legacy Cyabra continuing as the surviving company of such merger and a wholly-owned subsidiary of Holdings (the “Merger”).

Upon the Closing, three key employees of the Company received 400,000 RSUs of the Company in the aggregate, and are entitled to a one time transaction bonus of $ 400,000 each.

Upon the Closing, three key employees of the Company received 400,000 restricted stock units (“RSUs”) of the Company in the aggregate, and are entitled to a one time transaction bonus of $ 400,000 each.

Upon the effectiveness of the Merger, each outstanding Parent Class A common stock and the sole outstanding Parent Class B common stock was converted into a common share of Holdings on a one-for-one basis.

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The terms of vesting, exercise and/or settlement, as applicable, of such converted options and warrants were to remain the same following such conversion.

Immediately prior to the closing, seven directors were elected to Holdings’s board of directors.

In connection with the closing of the Merger Agreement, the common shares of Holdings are now listed on the Nasdaq Global Market and began trading under the symbol “CYAB”.

Immediately prior to the closing, seven directors were elected to Holdings’ board of directors.

In connection with the closing of the Merger Agreement, the shares of common stock of Holdings are now listed on the Nasdaq Global Market and began trading under the symbol “CYAB”.

The Merger Agreement was accounted for as a reverse recapitalization in accordance with U.S.

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Operations prior to the Merger Agreement are those of Legacy Cyabra.

In accordance with the applicable guidance to reverse recapitalization, the equity structure has been retroactively adjusted in all comparative periods up to the date of the Closing (the “Closing Date”), to reflect the number of Holdings’s Common Shares, $ 0.0001 par value per share issued to Legacy Cyabra shareholders in connection with the reverse recapitalization transaction.

In accordance with the applicable guidance to reverse recapitalization, the equity structure has been retroactively adjusted in all comparative periods up to the date of the Closing (the “Closing Date”), to reflect the number of Holdings’ common stock issued to Legacy Cyabra shareholders in connection with the reverse recapitalization transaction.

As such, the shares and corresponding capital amounts and earnings per share related to Legacy Cyabra shareholders prior to the reverse recapitalization have been retroactively restated as shares reflecting the Conversion ratio established pursuant to the Merger Agreement.

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In connection with such engagement, LifeSci will receive a retainer fee of ordinary shares of Legacy Cyabra which will convert into 105,000 Holdings Shares upon the closing of the Business Combination and an advisory fee of $ 1,050,000 paid in Holdings Shares 90 days after the closing of the Business Combination.

On June 29, 2026, the Company issued 262,500 shares of common stock to LifeSci.

On October 28, 2025, Holdings entered into an advisory agreement with Legacy Cyabra and Ladenburg pursuant to which Ladenburg will provide financial advisory and investment banking services to Cyabra.

In connection with such engagement, Ladenburg will receive an advisory fee of $ 1,050,000 paid in Holdings Shares 90 days after the closing of the Business Combination.

On June 29, 2026, the Company issued 262,500 shares of common stock to Ladenburg.

Attorney Shares

In connection with the Business Combination, on December 18, 2025, Trailblazer, Holdings and Legacy Cyabra entered into a subscription agreement with Loeb & Loeb LLP (“Loeb”), pursuant to which Legacy Cyabra agreed to issue to Loeb, immediately prior to the Closing, a convertible promissory note (the “Loeb Note”) in payment for certain legal fees and expenses due and owing by Trailblazer to Loeb through the closing of the Business Combination.

The Loeb Note is expected to initially be convertible into securities of Legacy Cyabra and, upon the Closing, be assumed by Holdings and automatically convert into 1,000,000 shares of Combined Company Common Stock (the “Loeb Shares”).

The Loeb Note is expected to initially be convertible into securities of Legacy Cyabra and, upon the Closing, be assumed by Holdings and automatically convert into 1,000,000 shares of common stock of the Company (the “Loeb Shares”).

From and after the closing of the Business Combination, Loeb shall have the right to sell or otherwise dispose of the Loeb Shares in its sole discretion, at market prices, at prices related to such market prices, or at negotiated prices.

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Upon payment in full of the total fee obligation and any premium, Loeb shall surrender to Holdings any unsold Loeb Shares.

During the six months ended June 30, 2026, Loeb sold all of the Loeb Shares.

The proceeds from the sale, amounting to approximately $ 1,512 thousand, were offset against outstanding fees owed by the Company to Loeb.

In connection with the Business Combination, on December 18, 2025, Trailblazer, Holdings and Legacy Cyabra entered into a subscription agreement with Lowenstein Sandler LLP (“Lowenstein”), pursuant to which Legacy Cyabra agreed to issue to Lowenstein, immediately prior to the Closing, a convertible promissory note (the “Lowenstein Note”) in payment for certain legal fees and expenses due and owing by Legacy Cyabra to Lowenstein through the closing of the Business Combination.

The Lowenstein Note is expected to initially be convertible into securities of Legacy Cyabra and, upon the Closing, be assumed by Holdings and automatically convert into 1,000,000 shares of Combined Company Common Stock (the “Lowenstein Shares”).

The Lowenstein Note is expected to initially be convertible into securities of Legacy Cyabra and, upon the Closing, be assumed by Holdings and automatically convert into 1,000,000 shares of common stock of the Company (the “Lowenstein Shares”).

From and after the closing of the Business Combination, Lowenstein shall have the right to sell or otherwise dispose of the Lowenstein Shares in its sole discretion, at market prices, at prices related to such market prices, or at negotiated prices.

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Upon payment in full of the total fee obligation and any premium, Lowenstein shall surrender to Holdings any unsold Lowenstein Shares.

During the six months ended June 30, 2026, Lowenstein sold all of the Lowenstein Shares.

The proceeds from the sale, amounting to approximately $ 590 thousand, were offset against outstanding fees owed by the Company to Lowenstein.

As of June 30, 2026, the balance of $ 1,631 thousand, including interest and premium, owed by the Company to Lowenstein, was due but was not yet repaid.

Sponsor Promissory Note

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PIPE Financing

Concurrently with the closing of the Business Combination, Holdings raised $ 8,000 via a private placement (the “PIPE Financing”), in which the investors will receive Holdings Series B Preferred Stock and warrants.

Concurrently with the closing of the Business Combination, Holdings raised $ 8,000,000 via a private placement (the “PIPE Financing”), in which the investors will receive Holdings Series B Preferred Stock and warrants, see also Note 3.

Going Concern:

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As from the date it commenced operations, the Company has devoted substantially all of its financial resources to develop its products and has financed its operations primarily through the issuance of equity securities and loans.

The Company had accumulated losses in the amount of $ 58,143 thousand as of March 31, 2026.

Cash flow used in operating activities was $ 2,598 thousand for the three months period ended March 31, 2026.

The Company had accumulated losses in the amount of $ 61,582 thousand as of June 30, 2026.

Cash flow used in operating activities was $ 4,995 thousand for the six months period ended June 30, 2026.

In addition, the Company anticipates that it will continue to incur significant operating costs and losses in connection with the development of its products and with increased business development efforts.

The amount of the Company’s future net profits or losses will depend, in part, on the rate of its future expenditures, its ability to generate significant revenues from the sale of its products, and its ability to obtain funding through the issuance of securities, strategic collaborations or grants.

Based on the projected cash flows and cash balance as of March 31, 2026, management is of the opinion that without further fund raising it will not have sufficient resources to enable it to continue its operating activities, including the development and marketing of its products for a period of 12 months from the balance sheet date of these consolidated financial statements.

Based on the projected cash flows and cash balance as of June 30, 2026, management is of the opinion that without further fund raising it will not have sufficient resources to enable it to continue its operating activities, including the development and marketing of its products for a period of 12 months from the balance sheet date of these consolidated financial statements.

As a result, there is a substantial doubt about the Company’s ability to continue as a going concern.

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The unaudited condensed consolidated interim financial statements are comprised of the financial statements of the Company.

In management’s opinion, the accompanying unaudited condensed financial statements contain all adjustments necessary for a fair statement if its financial position as of March 31, 2026, and its results of operations for the three months periods ended March 31, 2026 and 2025, and cash flows for the three months periods ended March 31, 2026 and 2025.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2026.

In management’s opinion, the accompanying unaudited condensed financial statements contain all adjustments necessary for a fair statement if its financial position as of June 30, 2026, and its results of operations for the six and three months periods ended June 30, 2026 and 2025, and cash flows for the six months periods ended June 30, 2026 and 2025.

Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2026.

The condensed consolidated interim balance sheet at December 31, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

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- Fair value measurement of financial instruments

The Company accounts for financial liabilities arising from warrants, safes and convertible notes at fair value through profit or loss.

The Company accounts for financial liabilities arising from warrants, simple agreements for future equity (“SAFEs”) and convertible notes at fair value through profit or loss.

The fair values of these instruments are determined by using economic methods for evaluation.

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Fair value of financial Instruments

ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and establishes a framework for measuring fair value.

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and establishes a framework for measuring fair value.

The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances.

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In view of their nature, the fair value of the financial instruments is usually identical or substantially similar to their carrying amounts.

The Company’s cash and cash equivalents balance is denominated mainly in US dollars and New Israeli Shekels.

The Company’s cash and cash equivalents balance is denominated mainly in U.S.

dollars and New Israeli Shekels.

The Company does not have a significant concentration of credit risks.

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The following table sets forth the Company’s financial assets and liabilities that are measured at fair value, on a recurring basis:

As of March 31, 2026

As of June 30, 2026

Level 1 Level 2 Level 3 Total

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In May 2022, Legacy Cyabra signed a warrant agreement with Bank Hapoalim (the “Bank”) in the amount of $ 180 thousand, see note 6.A to the Legacy Cyabra’ audited financial statements for the year ended December 31, 2025.

Up until the Merger, the warrant is precluded from equity classification and is classified as a liability measured at fair value with changes in value recognized in the consolidated statement of operations.

Up until the Merger, the warrant was precluded from equity classification and is classified as a liability measured at fair value with changes in value recognized in the consolidated statement of operations.

The warrant’s liability’s fair value was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

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As a result, on the date of the Merger, the Hapoalim Warrant was remeasured to its fair value of $ 390 thousand, and the liability was reclassified to additional paid-in capital (permanent equity).

No further remeasurement of the Hapoalim Warrant was required as of March 31, 2026.

The change in the fair value of the warrant liabilities measured utilizing Level 3 inputs for the three months ended March 31, 2026, is summarized below.

No further remeasurement of the Hapoalim Warrant was required as of June 30, 2026.

The change in the fair value of the warrant liabilities measured utilizing Level 3 inputs for the six months ended June 30, 2026, is summarized below.

Warrant liability at December 31, 2025 $ 370

1 unchanged sentence

Reclassification to equity ( 390 )

Warrant liability at March 31, 2026 $ -

Warrant liability at June 30, 2026 $ -

Convertible notes

On July 22, 2024, Legacy Cyabra entered into a Merger Agreement, see note 1.C.

On July 22, 2024, as part of the Merger Agreement, Alpha Capital Anstalt, a Liechtenstein Anstalt, an affiliate of the Sponsor, provided Legacy Cyabra a loan in an aggregate amount of $ 3,400 thousand in the form of convertible promissory notes (collectively, the “2024 Convertible Notes”) provided that Legacy Cyabra will have the ability to raise an additional $ 2,600 thousands (for a total aggregate amount of $ 6,000 thousands).

On July 22, 2024, Legacy Cyabra entered into the Merger Agreement, see note 1.C.

On July 22, 2024, as part of the Merger Agreement, Alpha Capital Anstalt, a Liechtenstein Anstalt, an affiliate of the Sponsor, provided Legacy Cyabra a loan in an aggregate amount of $ 3,400 thousand in the form of convertible promissory notes (collectively, the “2024 Convertible Notes”) provided that Legacy Cyabra will have the ability to raise an additional $ 2,600 thousand (for a total aggregate amount of $ 6,000 thousand).

During the period from June until December 2024, and as a part of the 2024 Convertible Notes described above, Legacy Cyabra entered into agreements with several investors for issuance of convertible notes, for a total consideration of approximately $ 6,000 thousand.

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On the date of the Merger, the 2024 Convertible Notes were remeasured to its fair value of $ 12,676 thousand, and the liability was reclassified to additional paid-in capital (permanent equity).

No further remeasurement of the 2024 Convertible Notes was required as of March 31, 2026.

The change in the fair value of the 2024 Convertible Notes liability measured utilizing Level 3 inputs for the three months ended March 31, 2026, is summarized below.

No further remeasurement of the 2024 Convertible Notes was required as of June 30, 2026.

The change in the fair value of the 2024 Convertible Notes liability measured utilizing Level 3 inputs for the six months ended June 30, 2026, is summarized below.

2024 Convertible Notes liability at December 31, 2025 $ 12,869

1 unchanged sentence

Reclassification to equity ( 12,676 )

2024 Convertible Notes liability at March 31, 2026 $ -

Series A, B and C Preferred Shares

2024 Convertible Notes liability at June 30, 2026 $ -

PIPE Warrants

In connection with the PIPE Investment, Holdings will issue the warrants to the PIPE investors (the “ PIPE Warrants ”).

Each PIPE Warrant will entitle the holder to purchase shares of Holdings Common Stock upon the terms summarized below.

Each PIPE Warrant will entitle the holder to purchase shares of Holdings Common Stock at an exercise price of $ 11.50 per share, subject to adjustment (as described below).

The PIPE Warrants will be exercisable at any time beginning on the initial exercise date and will expire at 5:00 p.m.

(New York City time) on the one-year anniversary of the initial exercise date, unless earlier terminated in accordance with their terms.

The warrant is precluded from equity classification and is classified as a liability measured at fair value with changes in value recognized in the consolidated statement of operations.

The warrant’s liability’s fair value was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

The warrants were valued using the Monte Carlo simulation.

The Monte Carlo simulation included the following inputs:

Expected term Until September 25, 2026

Expected volatility 72.21 %

Share price $ 0.39

The change in the fair value of the PIPE Warrant liabilities measured utilizing Level 3 inputs for the six months ended June 30, 2026, is summarized below.

PIPE Warrant liability at March 27, 2026 $ 1,229

Change in fair value of PIPE Warrant liability ( 1,087 )

PIPE Warrant liability at March 31, 2026 142

Change in fair value of PIPE Warrant liability ( 109 )

PIPE Warrant liability at June 30, 2026 $ 33

Note 4 — Equity

Preferred Shares

The Company’s series A, B and C preferred shares (“Preferred Shares”) were issued as part of the Business Combination.

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Fundamental Transactions - in the event of mergers, asset sales, or other major corporate changes, holders are entitled to receive equivalent consideration as common stockholders.

If the Company issues common stock or equivalents at a price lower than the conversion price, the conversion price is adjusted downward, subject to a floor price.

In the event that, within 18 months following the closing date, the company issues any securities at an effective per-share price lower than the then-current conversion price of the Preferred Share, the conversion price will be adjusted to that lower price, and the number of shares issuable upon conversion of the preferred stock will increase accordingly.

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The shares are presented within permanent equity under ASC 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, since upon a liquidation event, holders of equally and more subordinated equity instruments would also be entitled to receive the same form of consideration.

PIPE Warrants

In connection with the PIPE Investment, Holdings will issue the warrants to the PIPE investors (the “ PIPE Warrants ”).

Each PIPE Warrant will entitle the holder to purchase shares of Holdings Common Stock upon the terms summarized below.

Each PIPE Warrant will entitle the holder to purchase shares of Holdings Common Stock at an exercise price of $ 11.50 per share, subject to adjustment (as described below).

The PIPE Warrants will be exercisable at any time beginning on the initial exercise date and will expire at 5:00 p.m.

(New York City time) on the one-year anniversary of the initial exercise date, unless earlier terminated in accordance with their terms.

The warrant is precluded from equity classification and is classified as a liability measured at fair value with changes in value recognized in the consolidated statement of operations.

The warrant’s liability’s fair value was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

As of March 27, 2026 and March 31, 2026, the warrants were valued using the Monte Carlo simulation.

The Monte Carlo simulation included the following inputs:

Expected term Until September 25, 2026

Expected volatility 65.29 %

Share price $ 1.85

The change in the fair value of the PIPE warrant liabilities measured utilizing Level 3 inputs for the three months ended March 31, 2026, is summarized below.

PIPE warrant liability at March 27, 2026 1,229

Change in fair value of PIPE warrant liability ( 1,087 )

PIPE warrant liability at March 31, 2026 $ 142

Note 4 — Share Based Compensation

Share Based Compensation

The stock-based expense recognized in the financial statements for services received is related to research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses as shown in the following table:

Three months ended

Six months ended

June 30, Three months ended

2026 2025 2026 2025

thousands USD

Stock-based compensation expense – research and development $ 2,831 $ 866 $ 138 $ 330

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In June 2020, Legacy Cyabra adopted the 2020 Share Option Plan for Legacy Cyabra’s officers, directors, employees, consultants and other service providers.

On February 10, 2026, Legacy Cyabra granted of a total of 65,797 options to its employees.

Upon the closing of the Business Combination on March 27, 2026, and pursuant to the Merger Agreement, the Key Employees received a total of 400,000 restricted stock units (“RSUs”) to purchase shares of Holdings Common Stock pursuant to the 2026 Plan.

On February 10, 2026, Legacy Cyabra granted a total of 65,797 options to its employees.

Upon the closing of the Business Combination on March 27, 2026, and pursuant to the Merger Agreement, the Key Employees received a total of 400,000 RSUs to purchase shares of Holdings Common Stock pursuant to the 2026 Plan.

The RSUs are fully vested as of the closing of the Business Combination.

Accordingly, the Company recognized the full compensation expense based on the fair value of the RSUs at the grant date, with a corresponding credit to additional paid-in capital.

In addition to the above, the Company recognized stock-based expense of $ 1,009 thousands with connection to the shares granted to LifeSci, see note 1.C.

During the three months period ended March 31, 2026, 2,978 options were exercised and 20,638 options expired.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that used the weighted average assumptions in the following table.

On May 14, 2026, the Company granted 1,615,536 RSUs to its employees, advisors and board members.

The total fair value of this grant is $ 968 thousand.

In addition to the above, the Company recognized stock-based expense of $ 1,009 thousand with connection to the shares granted to LifeSci, see note 1.C.

During the six months period ended June 30, 2026, 4,069 options were exercised, 49,537 options were forfeited and 13,902 options expired.

The fair value of each option award granted in February 2026 is estimated on the date of grant using the Black-Scholes option-pricing model that used the weighted average assumptions in the following table:

Dividend yield $ -

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The Company computes net loss per share using the two-class method required for participating securities.

The two-class method requires income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

The Company considers its Series A, B and C convertible preferred shares and redeemable convertible preferred shares to be participating securities as the holders of the convertible preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares on an as-if converted basis.

The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

These participating securities do not contractually require the holders of such shares to participate in the Company’s losses.

As such, net loss for the periods presented was not allocated to the Company’s participating securities.

The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration of potentially dilutive securities.

The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common stock outstanding for the period, without consideration of potentially dilutive securities.

The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities.

Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of ordinary shares are anti-dilutive.

Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive.

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

Three months ended

June 30, Three months

Basic net loss per share:

Net loss attributable to Class A common stockholders ( 14,209 ) ( 3,439 )

Deduct redeemable convertible preferred shares cumulative dividend - -

Net loss attributable to Class A common stockholders - basic ( 14,209 ) ( 3,439 )

Weighted average number of common stock - basic 8,458,222 13,390,609

Net loss per share attributable to common stockholders - basic $ ( 1.68 ) $ ( 0.26 )

Diluted loss per share:

Net loss attributable to Class A common stockholders - basic ( 14,209 ) ( 3,439 )

Change in fair value of warrant liability ( 1,196 ) ( 109 )

Net loss attributable to Class A common stockholders - diluted ( 15,405 ) ( 3,548 )

Effect of dilutive securities:

Weighted average number of common stock - basic 8,458,222 13,390,609

Common shares issuable for warrants liability 211,111 400,000

Weighted average number of common stock - diluted 8,669,333 13,790,609

Net loss per share attributable to common stockholders - diluted $ ( 1.78 ) $ ( 0.26 )

June 30, Three months

Basic and diluted net loss per share:

Net loss attributable to Class A common stockholders ( 5,760 ) ( 2,446 )

Weighted average number of ordinary shares (thousands of shares), basic and diluted 3,471,031 2,356,837

Net loss per share attributable to ordinary shareholders, basic and diluted $ ( 3.10 ) $ ( 1.47 )

In computing diluted loss per share for the three month ended March 31, 2026 and 2025, no account was taken of the potential dilution that could occur upon the exercise of warrants, options and RSUs granted under employee stock compensation plans, and contingently issuable shares as well as the impact of the Convertible notes and convertible preferred shares, amounting to 8,288 thousand and 6,231 thousand shares outstanding, as of March 31, 2026 and 2025, respectively, since they had an anti-dilutive effect on net loss per share.

Deduct redeemable convertible preferred shares cumulative dividend ( 312 ) ( 171 )

Net loss attributable to Class A common stockholders ( 6,072 ) ( 2,617 )

Weighted average number of common stock, basic and diluted 2,396,328 2,435,385

Net loss per share attributable to common stockholders, basic and diluted $ ( 2.53 ) $ ( 1.07 )

In computing diluted loss per share for the three and six months ended June 30, 2026 and 2025, no account was taken of the potential dilution that could occur upon the exercise of other warrants, options and RSUs granted under employee stock compensation plans, and contingently issuable shares as well as the impact of the Convertible notes and convertible preferred shares, amounting to 9,456 thousand and 6,884 thousand shares outstanding, as of June 30, 2026 and 2025, respectively, since they had an anti-dilutive effect on net loss per share.

Note 6 — Segment Information

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As such, information on segment loss and significant expenses is similar to the Company’s consolidated statements of operations.

The CODM is also regularly provided with information on significant expenses and cash and cash equivalents balances, as follow:

Three months ended

USD thousands USD thousands

The CODM is also regularly provided with information on significant expenses and cash and cash equivalents balances, as follows:

Six months ended

June 30, Three months ended

2026 2025 2026 2025

USD thousands USD thousands USD thousands USD thousands

Revenues $ 3,268 $ 2,591 $ 1,853 $ 1,331

5 unchanged sentences

Operating loss 14,944 7,457 3,120 3,419

Finance expenses ( 1,054 ) ( 724 )

Finance expenses (income) ( 799 ) ( 1,716 ) 255 ( 992 )

Taxes on income 64 19 64 19

Net loss 14,209 5,760 3,439 2,446

2 unchanged sentences

Contract Assets and Liabilities

The following table provides information about accounts receivables and contract liabilities from contracts with customers:

The following table provides information about accounts receivable and contract liabilities from contracts with customers:

2026 December 31,

USD thousands

Accounts receivables $ 216 $ 269

Accounts receivable $ 568 $ 269

Contract liabilities (deferred revenues) – short term $ 3,452 $ 2,816

2 unchanged sentences

Remaining performance obligations represent contracted revenue that had not yet been recognized, and include billed deferred revenue, consisting of amounts invoiced to customers whether collected or uncollected which have not been recognized as revenue, as well as unbilled amounts that will be invoiced and recognized as revenue in future periods.

As of March 31, 2026, the Company’s remaining performance obligations were $ 4,794 thousand, of which the Company expects to recognize $ 3,819 thousand and $ 975 thousand as revenue within one year and beyond one year, respectively.

As of June 30, 2026, the Company’s remaining performance obligations were $ 4,913 thousand, of which the Company expects to recognize $ 4,230 thousand and $ 683 thousand as revenue within one year and beyond one year, respectively.

Note 8 — Significant Events During the Reporting Period

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As of the date of these financial statements, this note was due but was not yet repaid.

As a result of the note not being repaid when due, the interest rate was adjusted in accordance with the contractual terms of the note.

On January 14, 2026, Legacy Cyabra received a bridge loan from the Bank in the amount of $ 524 thousand.

The loan bears interest of 10.50 % per year and was repaid on January 31, 2026.

On February 5, 2026, Holdings entered into additional subscription agreements with certain investors providing for an additional $ 2.0 million private placement investment in Holdings.

Such additional PIPE Investment was entered into on substantially the same terms as the previously disclosed $ 6.0 million PIPE financing.

As a result of the additional PIPE investment, the total committed PIPE financing has been increased to $ 8.0 million.

On March 2, 2026, Legacy Cyabra received a bridge loan from the Bank in the amount of $ 131 thousand.

5 unchanged sentences

As of the date of these financial statements, this note was due but was not yet repaid.

As a result of the note not being repaid when due, the interest rate was adjusted in accordance with the contractual terms of the note.

On March 13, 2026, Legacy Cyabra received $ 350 thousand promissory note from Alpha Capital Anstalt, bearing annual interest of 10 %.

2 unchanged sentences

The note was repaid at the closing of the business combination.

Note 9 — Subsequent Events

On July 9, 2026, the Company entered into securities purchase agreements (each, a “Purchase Agreement”) for the issuance of an aggregate of 1,175,090 shares (the “Shares”) of common stock, par value $ 0.0001 per share, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 12,643,680 shares of common stock (the “Pre-Funded Warrant Shares”), at a purchase price of $ 0.435 per Share and $ 0.4349 per Pre-Funded Warrant, Series A warrants (the “Series A Common Warrants”) to purchase up to 13,818,770 shares of common stock (the “Series A Common Warrant Shares”), at an exercise price of $ 0.50 and Series B warrants (the “Series B Common Warrants”) to purchase up to 13,818,770 shares of common stock (the “Series B Common Warrant Shares”), at an exercise price of $ 0.45 .

The offering (the “Offering”) closed on July 10, 2026.

Out of the Shares, 275,890 were issued to directors and officers that participated in the Offering under the same terms as other investors for total proceeds of approximately $120 thousand.

The gross proceeds from the Offering, before deducting the placement agent fees and Offering expenses, were approximately $ 6 million.

The net proceeds after deducting the placement agent fees and Offering expenses, were approximately $ 5.3 million.

The Pre-Funded Warrants are exercisable immediately upon issuance and remain exercisable until exercised in full.

The Series A Common Warrants will be initially exercisable on the date stockholder approval is obtained and will expire five years from the initial exercise date.

The Series B Common Warrants will be initially exercisable on the date stockholder approval is obtained and will expire twelve months from the initial exercise date.

On July 9, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with Alpha Capital Anstalt (the “Holder”) that holds the outstanding Series C Convertible Preferred Stock, pursuant to which the Holder agreed to exchange at the Exchange Closing (as defined in the Exchange Agreement) an amount of Series C Preferred Shares with an aggregate value of $10,660,000 (the “Preferred Shares Value”), and the Company agreed to issue to the Holder, in the exchange therefor:

(i) the number of shares of common stock;

(ii) if applicable, the Pre-Funded Warrants;

and (iii) the Series A Common Warrants and the Series B Common Warrants as if the Holder had invested additional cash equal to the Preferred Shares Value in the Offering mentioned in section A above.

Effective upon the Exchange Closing, the Exchange Preferred Shares (as defined in the Exchange Agreement) shall automatically be cancelled, retired and restored to the status of authorized but unissued shares of the Series C Preferred Shares.

The Exchange Closing is subject to stockholder approval.

On July 9, 2026, the Company entered into a conversion agreement (the “Conversion Agreement”) with the holders (the “Holders”) of an aggregate of 35,648,276 of Series A Preferred Shares and Series B Convertible Preferred Stock (“Series B Preferred Shares” and together with the Series A Preferred Shares, the “Preferred Shares”), pursuant to which the Holders agreed that upon the Conversion Closing (as defined in the Conversion Agreement), all of the outstanding Preferred Shares (the “Committed Preferred Shares”) shall be deemed to have been converted (the “Conversion”) into shares of common stock (or pre-funded warrants in lieu thereof).

Pursuant to the Conversion Agreement, the Company and the Holders agreed to amend the terms of the Certificates of Designation governing the Preferred Shares to reduce the conversion price of each class of Preferred Shares to $ 0.435 per share.

The Conversion is subject to stockholder approval.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On March 27, 2026 (the “Effective Time”

or “Closing”), Cyabra Strategy Ltd.

On March 27, 2026 (the “Effective Time” or “Closing”), Cyabra Strategy Ltd.

(“Legacy Cyabra”) and Trailblazer Holdings, Inc.

consummated the business combination (the “Business Combination”) as contemplated by a definitive business combination agreement

and Holdings changed its name to Cyabra, Inc.

(“Holdings”) consummated the business combination (the “Business Combination”) as contemplated by a definitive business combination agreement and Holdings changed its name to Cyabra, Inc.

(the “Company” or “Cyabra”).

As a result, the financial statements

of Legacy Cyabra are now the financial statements of the Company.

The following discussion and analysis of the financial condition and

results of operations should be read together with our condensed consolidated financial statements for the three months ended March 31,

2026 and 2025, and the related notes included elsewhere in this Quarterly Report on Form 10-Q and Legacy Cyabra’s audited financial statements

for the year ended December 31, 2025 and the related notes incorporated by reference into the Company’s Form 8-K filed with the

As a result, the financial statements of Legacy Cyabra are now the financial statements of the Company.

The following discussion and analysis of the financial condition and results of operations should be read together with our condensed consolidated financial statements for the six and three months ended June 30, 2026 and 2025, and the related notes included elsewhere in this Quarterly Report on Form 10-Q and Legacy Cyabra’s audited financial statements for the year ended December 31, 2025 and the related notes incorporated by reference into the Company’s Form 8-K filed with the U.S.

Securities and Exchange Commission (the “SEC”) on March 31, 2026.

All statements other than statements of historical

fact included in this section regarding our financial position, business strategy and the plans and objectives of management for future

operations, are forward-looking statements.

When used in this section, words such as “ anticipate, ” “ believe, ” “ estimate, ” “ expect, ” “ intend ”

and similar expressions, as they relate to our management, identify forward-looking statements.

Such forward-looking statements are

based on the beliefs of management, as well as assumptions made by, and information currently available to, our management.

Actual results

could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed herein.

subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety

by this paragraph.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING

This Quarterly Report on Form 10-Q contains forward-looking

statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the

Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”).

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals,

expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties

and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially

different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other

than statements of historical fact are statements that could be forward-looking statements.

You can identify these forward-looking statements

through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,”

“indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,”

“estimate,” “continue,” “plan,” “point to,” “project,” “predict,”

“could,” “intend,” “target,” “potential” and other similar words and expressions of the

There are a number of important factors that could

cause the actual results to differ materially from those expressed in any forward-looking statement made by us.

These factors include,

but are not limited to:

● expectations regarding our strategies and future financial

performance, including our future business plans or objectives, prospective performance and opportunities and competitors, revenues,

products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and

our ability to invest in growth initiatives and pursue acquisition opportunities;

● the outcome of any legal proceedings that may be instituted

against us following the Closing;

All statements other than statements of historical fact included in this section regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

When used in this section, words such as “ anticipate, ” “ believe, ” “ estimate, ” “ expect, ” “ intend ” and similar expressions, as they relate to our management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed herein.

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements.

You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future.

There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us.

These factors include, but are not limited to:

● expectations regarding our strategies and future financial performance, including our future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives and pursue acquisition opportunities;

● the outcome of any legal proceedings that may be instituted against us following the Closing;

● our ability to successfully integrate and operate as a public company following the Business Combination, including our ability to maintain effective internal controls, comply with reporting obligations, and manage increased legal, regulatory, and compliance costs;

4 unchanged sentences

● geopolitical risk and changes in applicable laws or regulations;

● the size of the addressable markets for our products and

● the possibility that we may be adversely affected by other

economic, business, and/or competitive factors;

● the ability to obtain and/or maintain the listing of the

Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”);

● the size of the addressable markets for our products and services;

● the possibility that we may be adversely affected by other economic, business, and/or competitive factors;

● the ability to obtain and/or maintain the listing of the Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”);

● operational risk.

The foregoing does not represent an exhaustive

list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may

cause our actual results to differ from those anticipated in such forward-looking statements.

Please see “Part II-Item 1A-Risk Factors”

for additional risks which could adversely impact our business and financial performance.

All forward-looking statements are expressly qualified

in their entirety by this cautionary notice.

You are cautioned not to place undue reliance on any forward-looking statements, which speak

only as of the date of this report or the date of the document incorporated by reference into this report.

We have no obligation, and

expressly disclaims any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information,

future events or otherwise.

We have expressed our expectations, beliefs and projections in good faith and believe they have a reasonable

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in such forward-looking statements.

Please see “Part II-Item 1A-Risk Factors” for additional risks which could adversely impact our business and financial performance.

All forward-looking statements are expressly qualified in their entirety by this cautionary notice.

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by reference into this report.

We have no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.

We have expressed our expectations, beliefs and projections in good faith and believe they have a reasonable basis.

However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS OF CYABRA

The following discussion and

analysis of Cyabra’s financial condition and results of operations should be read in conjunction with Cyabra’s consolidated

financial statements and the notes related thereto which are included elsewhere in this report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated

in these forward-looking statements as a result of many factors, including those set forth under “ Cautionary Note Regarding Forward-Looking Statements ,”

“ Risk Factors ” and elsewhere in this report.

Cyabra is an entity that was formed for the purpose of effecting the

Business Combination and now serves as a publicly-traded company.

Its fully owned subsidiary is Legacy Cyabra, an Israeli company that

was formed on July 13, 2017.

The following discussion and analysis of Cyabra’s financial condition and results of operations should be read in conjunction with Cyabra’s consolidated financial statements and the notes related thereto which are included elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “ Cautionary Note Regarding Forward-Looking Statements ,” “ Risk Factors ” and elsewhere in this report.

Cyabra is an entity that was formed for the purpose of effecting the Business Combination and now serves as a publicly-traded company.

Its fully owned subsidiary is Legacy Cyabra, an Israeli company that was formed on July 13, 2017.

Cyabra uncovers disinformation spread online.

Disinformation diminishes trust, creates false or negative

narratives and content and sows dissension.

Creators of disinformation may be sponsored by foreign governments, competitors, or other

third parties with significant resources and access to highly sophisticated generative artificial intelligence tools that generate and

spread fake content.

They use these tools to create bot networks and fake social media accounts to disseminate disinformation, inciting

fear, anger and distrust and making us question everything we see or read.

These tools make it difficult for the targets of the disinformation,

whether they are corporations or public sector agencies, to detect and combat its spread.

In many cases, these targets do not have the

tools or expertise to effectively identify or counteract the threat.

As fake accounts using enhanced AI tools appear more and more authentic,

the line between real and fake is disappearing.

Cyabra combats disinformation by leveraging advanced artificial intelligence (“AI”)

and machine learning technologies to monitor and analyze online conversations in real-time.

Developed by experts in information warfare,

Cyabra’s platform collects publicly available data from social media and news sites.

The platform applies Cyabra’s proprietary

algorithms to assess authenticity and sentiment, enabling Cyabra to identify fake accounts, uncover harmful narratives, detect GenAI text

and images, and filter between real and fake profiles, helping customers protect their brand reputation and ensure the authenticity of

online discourse about them.

Cyabra analyzes patterns typical

of fake profiles spreading harmful narratives, tracking the source and spread of information to measure its reach and impact.

This comprehensive

approach enables customers to understand narratives, discover trends, and identify attempts to influence public opinion, safeguarding

public trust and maintaining the integrity of online spaces against long-established disinformation threats as well as newer AI-driven harms.

Disinformation diminishes trust, creates false or negative narratives and content and sows dissension.

Creators of disinformation may be sponsored by foreign governments, competitors, or other third parties with significant resources and access to highly sophisticated generative artificial intelligence tools that generate and spread fake content.

They use these tools to create both networks and fake social media accounts to disseminate disinformation, inciting fear, anger and distrust and making us question everything we see or read.

These tools make it difficult for the targets of the disinformation, whether they are corporations or public sector agencies, to detect and combat its spread.

In many cases, these targets do not have the tools or expertise to effectively identify or counteract the threat.

As fake accounts using enhanced AI tools appear more and more authentic, the line between real and fake is disappearing.

Cyabra combats disinformation by leveraging advanced artificial intelligence (“AI”) and machine learning technologies to monitor and analyze online conversations in real-time.

Developed by experts in information warfare, Cyabra’s platform collects publicly available data from social media and news sites.

The platform applies Cyabra’s proprietary algorithms to assess authenticity and sentiment, enabling Cyabra to identify fake accounts, uncover harmful narratives, detect GenAI text and images, and filter between real and fake profiles, helping customers protect their brand reputation and ensure the authenticity of online discourse about them.

Cyabra analyzes patterns typical of fake profiles spreading harmful narratives, tracking the source and spread of information to measure its reach and impact.

This comprehensive approach enables customers to understand narratives, discover trends, and identify attempts to influence public opinion, safeguarding public trust and maintaining the integrity of online spaces against long-established disinformation threats as well as newer AI-driven harms.

Components of Operating Results

Cyabra offers its technology

solution primarily on a software as a service (SaaS) subscription basis under which customers purchase a subscription to access Cyabra’s

suite of tools through a website hosted by a third-party service provider.

Subscriptions are non-refundable and generally have

terms ranging from several months to three years.

Cyabra offers its technology solution primarily on a software as a service (SaaS) subscription basis under which customers purchase a subscription to access Cyabra’s suite of tools through a website hosted by a third-party service provider.

Subscriptions are non-refundable and generally have terms ranging from several months to three years.

These customers receive access to the website through a secure connection.

Certain customers, particularly governmental agencies, may want or need to host Cyabra’s application on their own server network.

Where appropriate, Cyabra will sell licenses to such customers, which have a term of two to three years, under which the customers

have the ability to install the application locally.

Other potential customers may want to access Cyabra’s tools for a limited purpose

or for a limited period of time, such as for tracking the reaction of customers to a promotion or a change in the user’s business

Where appropriate, Cyabra will sell licenses to such customers, which have a term of two to three years, under which the customers have the ability to install the application locally.

Other potential customers may want to access Cyabra’s tools for a limited purpose or for a limited period of time, such as for tracking the reaction of customers to a promotion or a change in the user’s business practices.

Other potential users wish to sample the utility of Cyabra’s solution before committing to a long-term subscription.

For these customers, Cyabra provides managed services, under which a customer pays fees for a report or a package of several reports prepared

by Cyabra directly based on agreed-upon criteria using its own in-house resources.

Cyabra recognizes revenue from its SaaS and

on-premises services ratably over the period in which the services are rendered.

Cyabra’s customers usually pay for the services

in advance for the duration of the subscription or license which is recorded as deferred revenue and amortized ratably over the term of

the subscription or license.

Revenues relating to managed services are recognized at the point in time at which the deliverable is transferred

to the customer.

Legacy Cyabra began offering its application to customers in 2022 and

to date has generated limited revenues.

Consequently, Cyabra has funded its operations principally through the issuance of Ordinary and

Preferred Shares.

Cyabra’s ability to generate significant revenues and achieve profitability depends on its ability to successfully

continue to develop and commercialize its application and solutions provided by its applications.

As of March 31, 2026, Cyabra had

an accumulated deficit of approximately $58.1 million.

Cyabra expects to incur significant expenses and operating losses in the future

as it grows its business and continues to develop and commercialize its application and solutions provided by its applications.

Cyabra expects to incur additional costs associated with operating as a public company.

Cyabra will need to generate significant revenues

to achieve profitability and may never do so.

For these customers, Cyabra provides managed services, under which a customer pays fees for a report or a package of several reports prepared by Cyabra directly based on agreed-upon criteria using its own in-house resources.

Cyabra recognizes revenue from its SaaS and on-premises services ratably over the period in which the services are rendered.

Cyabra’s customers usually pay for the services in advance for the duration of the subscription or license which is recorded as deferred revenue and amortized ratably over the term of the subscription or license.

Revenues relating to managed services are recognized at the point in time at which the deliverable is transferred to the customer.

Legacy Cyabra began offering its application to customers in 2022 and to date has generated limited revenues.

Consequently, Cyabra has funded its operations principally through the issuance of Ordinary and Preferred Shares.

Cyabra’s ability to generate significant revenues and achieve profitability depends on its ability to successfully continue to develop and commercialize its application and solutions provided by its applications.

As of June 30, 2026, Cyabra had an accumulated deficit of approximately $61.6 million.

Cyabra expects to incur significant expenses and operating losses in the future as it grows its business and continues to develop and commercialize its application and solutions provided by its applications.

Furthermore, Cyabra expects to incur additional costs associated with operating as a public company.

Cyabra will need to generate significant revenues to achieve profitability and may never do so.

Cost of Revenues

Cost of revenues consists primarily of costs of servers and royalties

paid to the Israel Innovation Authority.

Cyabra expects its cost of revenues to increase as its business grows and it continues to develop

and commercialize its application and solutions provided by its applications.

Cost of revenues consists primarily of costs of servers, salaries and related personnel expenses and royalties paid to the Israel Innovation Authority.

Cyabra expects its cost of revenues to increase as its business grows and it continues to develop and commercialize its application and solutions provided by its applications.

Operating Expenses

Cyabra’s current operating

expenses consist of research and development expenses, sales and marketing expenses, and general and administrative expenses.

Cyabra’s current operating expenses consist of research and development expenses, sales and marketing expenses, and general and administrative expenses.

Research and Development Expenses

Cyabra’s research and

development expenses consist of salaries and related personnel expenses, share-based payments expenses, software and storage expenses,

consultants, rental fees, and other related research and development expenses.

Cyabra’s research and development expenses consist of salaries and related personnel expenses, share-based payments expenses, software and storage expenses, consultants, rental fees, and other related research and development expenses.

Cyabra expenses research and development costs as incurred.

Sales and Marketing Expenses

Sales and marketing expenses

consist primarily of personnel-related costs, including salaries and share-based compensation, as well as consulting fees, travel expenses

and other sales and marketing costs.

Cyabra expects that sales and marketing expenses will increase in the future as Cyabra increases

its commercialization efforts.

General and Administrative Expenses

General and administrative

expenses consist of salaries and related expenses, share-based payments expenses, professional services, travel expenses, and other

Sales and marketing expenses consist primarily of salaries and related personnel expenses, as well as reseller fees and commissions, conferences and exhibitions costs, consulting fees, share-based compensation expenses, travel expenses and other sales and marketing costs.

Cyabra expects that sales and marketing expenses will increase in the future as Cyabra increases its commercialization efforts.

General and Administrative Expenses

Cyabra expects that general and administrative expenses will increase in the future as Cyabra increases

its general and administrative headcount to support the commercialization of its products.

Cyabra also expects to incur increased expenses

associated with being a public company, including costs of accounting, audit, legal, regulatory and tax compliance services, directors

and officers insurance, and investor and public relations costs.

Finance Expense and Income

General and administrative expenses consist primarily of professional services, salaries and related expenses, share-based payments expenses, insurance expenses, travel expenses, and other general and administrative expenses.

Cyabra expects that general and administrative expenses will increase in the future as Cyabra increases its general and administrative headcount to support the commercialization of its products.

Cyabra also expects to incur increased expenses associated with being a public company, including costs of accounting, audit, legal, regulatory and tax compliance services, directors and officers insurance, and investor and public relations costs.

Finance Expense and Income

mainly consist of interest expenses, revaluation of financial liabilities, bank fees, and exchange rate differences.

Select Performance Metrics and Non-GAAP Financial

Cyabra uses annualized recurring

revenues (“ARR”) as a performance metric in managing its business.

Cyabra defines ARR as of a specific date as the annualized

recurring revenue of signed term-based contracts from all customers with a term of at least 12 months.

ARR is calculated by

dividing the total contract value of each signed contract with a term of at least 12 months by the number of years in the term.

Finance expense and income mainly consist of revaluation of financial liabilities, interest expenses, exchange rate differences and bank fees.

Select Performance Metrics and Non-GAAP Financial Measures

Cyabra uses annualized recurring revenues (“ARR”) as a performance metric in managing its business.

Cyabra defines ARR as of a specific date as the annualized recurring revenue of signed term-based contracts from all customers with a term of at least 12 months.

ARR is calculated by dividing the total contract value of each signed contract with a term of at least 12 months by the number of years in the term.

ARR represents the annualized contract value for all contractually binding term-based contracts at the end of a period.

uses ARR to understand customer trends and the overall health of Cyabra’s business, helping it to formulate strategic business decisions.

ARR is not defined in GAAP

and is not derived from accounting principles generally accepted in the United States (“GAAP”) measure.

ARR should be viewed

independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items.

a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by

our customers.

The metrics Cyabra uses to

evaluate its business are periodically reviewed and revised to reflect changes in its business.

Because Cyabra commenced offering its

application in 2022, is still developing and implementing its commercial business strategy and is at an early stage of its commercial

operations, it does not believe that metrics related to customer retention or renewals are reliable metrics on which to measure its performance

and management does not use such metrics to manage Cyabra’s business.

Such metrics may become relevant once Cyabra has a longer

history of performance.

In addition, we believe

that non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results

in the same manner as management.

As these measures are not financial measures calculated in accordance with GAAP, they should not be

considered as substitutes for financial measures that have been calculated in accordance with GAAP.

We primarily review the following

non-GAAP measures when assessing our performance:

Management uses ARR to understand customer trends and the overall health of Cyabra’s business, helping it to formulate strategic business decisions.

ARR is not defined in GAAP and is not derived from accounting principles generally accepted in the United States (“GAAP”) measure.

ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items.

ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

The metrics Cyabra uses to evaluate its business are periodically reviewed and revised to reflect changes in its business.

Because Cyabra commenced offering its application in 2022, is still developing and implementing its commercial business strategy and is at an early stage of its commercial operations, it does not believe that metrics related to customer retention or renewals are reliable metrics on which to measure its performance and management does not use such metrics to manage Cyabra’s business.

Such metrics may become relevant once Cyabra has a longer history of performance.

In addition, we believe that non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as management.

As these measures are not financial measures calculated in accordance with GAAP, they should not be considered as substitutes for financial measures that have been calculated in accordance with GAAP.

We primarily review the following non-GAAP measures when assessing our performance:

Adjusted EBITDA

In addition to our financial

results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance.

In addition to our financial results determined in accordance with GAAP, we believe Adjusted EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance.

We use Adjusted EBITDA to evaluate our ongoing operations.

We believe that this non-GAAP financial measure, when taken together with the

corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items

that may not be indicative of our business, results of operations or outlook.

In particular, we believe that the use of Adjusted EBITDA

is helpful to our investors as it is a metric used by management in assessing our operating performance.

However, non-GAAP financial information

is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation

or as a substitute for financial information presented in accordance with GAAP.

In addition, other companies, including companies in our

industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of

which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison.

A reconciliation is provided below for our

non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.

Investors are encouraged

to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to its most directly comparable

GAAP financial measure, and not to rely on any single financial measure to evaluate our business.

We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook.

In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing our operating performance.

However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison.

A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.

Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business.

Adjusted EBITDA

Three Months Ended

Six Months Ended

June 30, Three Months Ended

2026 2025 2026 2025

Thousands USD

Net loss (14,209 ) (5,760 ) (3,439 ) (2,446 )

Depreciation and amortization 29 29 15 15

Income taxes 64 19 64 19

Finance income, net (799 ) (1,716 ) 255 (992 )

EBITDA (14,915 ) (7,428 ) (3,105 ) (3,404 )

Stock based compensation expenses (1) 5,440 2,255 223 866

1 unchanged sentence

Adjusted EBITDA (6,037 ) (5,173 ) (2,882 ) (2,538 )

(1) Represents non-cash charges

associated with stock-based compensation expense, which has been,

and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation

(2) Represents non-recurring costs

related to our Business Combination, including bonus expenses to several employees in connection with the Business Combination.

(1) Represents non-cash charges associated with stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.

(2) Represents non-recurring costs related to our Business Combination, including bonus expenses to several employees in connection with the Business Combination.

Critical Accounting Policies

Cyabra’s consolidated

financial statements are prepared according to GAAP, assuming Cyabra will continue as a going concern.

The preparation of financial

statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in

the financial statements and accompanying notes.

Cyabra’s consolidated financial statements are prepared according to GAAP, assuming Cyabra will continue as a going concern.

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

Information about assumptions

made by Cyabra with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of

resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are included in Cyabra’s

financial statements and accompanying notes.

Information about assumptions made by Cyabra with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are included in Cyabra’s financial statements and accompanying notes.

Results of Operations

Comparison of the three months ended March 31,

2026 to the three months ended March 31, 2025

The following table summarizes

Cyabra’s results of operations for the three months ended March 30, 2026 and 2025:

Three Months Ended

Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025

The following table summarizes Cyabra’s results of operations for the six months ended June 30, 2026 and 2025:

Six Months Ended

Thousands USD

Revenues 3,268 2,591

Cost of revenues 496 409

Gross profit 2,772 2,182

Operating costs and expenses

7 unchanged sentences

Net loss for the year 14,209 5,760

Revenues for the three months

ended March 31, 2026 were approximately $1.4 million, an increase of approximately $0.2 million, or 12%, compared to approximately

$1.3 million for the three months ended March 31, 2025.

The reason for the increase in revenues was due to new customers using

Cyabra’s products that joined during 2026 contributed approximately $0.2 million to the revenues for the three months ended

March 31, 2026, in addition to increased revenues recognition from existing customers, which was partially offset by customers that

did not renew their contracts in 2026.

Cyabra’s ARR was approximately

$7.0 million as of March 31, 2026, compared to approximately $5.9 million as of March 31, 2025.

While year-over-year

revenue grew by 12%, our ARR saw a more substantial increase of 19%.

This performance reflects a strong surge in booking activity from

new customers during the latter part of the last year.

While the revenue recognition rules mean these deals only contributed marginally

to this quarter’s top line, the growth in ARR serves as a key leading indicator for the accelerated revenue we expect to realize in the

Revenues for the six months ended June 30, 2026 were approximately $3.3 million, an increase of approximately $0.7 million, or 26%, compared to approximately $2.6 million for the six months ended June 30, 2025.

The reason for the increase in revenues was due to new customers using Cyabra’s products that joined during 2026 contributed approximately $0.9 million to the revenues for the six months ended June 30, 2026, in addition to increased revenues recognition from existing customers, which was partially offset by customers that did not renew their contracts in 2026.

Cyabra’s ARR was approximately $8.1 million as of June 30, 2026, compared to approximately $6.3 million as of June 30, 2025.

While year-over-year revenue grew by 26%, our ARR saw a higher increase of 29%.

This performance reflects a strong surge in booking activity from new customers during the latter part of the last year.

While the revenue recognition rules mean these deals only contributed marginally to this period’s top line, the growth in ARR serves as a key leading indicator for the accelerated revenue we expect to realize in the coming year.

Cost of Revenues

Cost of revenues for the three

months ended March 31, 2026 was approximately $0.2 million, a similar level compared to approximately $0.2 million for

the three months ended March 31, 2025.

The similar level in cost of revenues, although the revenues were higher, was primarily due

to improved servers costs efficiencies.

Gross profit for the three

months ended March 31, 2026 was approximately $1.2 million, an increase of approximately $0.2 million, or 15%, compared

to approximately $1.1 million for the three months ended March 31, 2025.

The increase resulted from an increase in our revenues

and improved servers costs efficiencies.

Cost of revenues for the six months ended June 30, 2026 was approximately $0.5 million, an increase of approximately $0.1 million, or 21%, compared to approximately $0.4 million for the six months ended June 30, 2025.

The increase in cost of sales is in line with revenue growth.

Gross profit for the six months ended June 30, 2026 was approximately $2.8 million, an increase of approximately $0.6 million, or 27%, compared to approximately $2.2 million for the six months ended June 30, 2025.

The increase resulted primarily from an increase in our revenues.

Research and Development Expenses

Research and development expenses for the three months ended March 31,

2026 were approximately $5.5 million, an increase of approximately $3.7 million, or 198%, compared to approximately $1.9 million

for the three months ended March 31, 2025.

The increase resulted primarily from an increase in payroll and related personnel expenses,

as well as share-based payment expenses of $2.7 million, mainly as a result of expenses recognized as a result of the closing of the Business

Research and development expenses for the six months ended June 30, 2026 were approximately $7.6 million, an increase of approximately $3.9 million, or 105%, compared to approximately $3.7 million for the six months ended June 30, 2025.

The increase resulted primarily from an increase in share-based payment expenses and payroll and related personnel expenses of $3.6 million, mainly as a result of expenses related to the closing of the Business Combination.

Sales and Marketing Expenses

Sales and marketing expenses for the six months ended June 30, 2026 were approximately $2.6 million, a decrease of approximately $0.6 million, or 20%, compared to approximately $3.2 million for the six months ended June 30, 2025.

The decrease resulted primarily from a decrease in share-based payment expenses and sales commissions, as a result of higher level of marketing activities in the six months ended June 30, 2025.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2026 were approximately $7.6 million, an increase of approximately $4.8 million, or 175%, compared to approximately $2.8 million for the six months ended June 30, 2025.

The increase resulted primarily from an increase in professional services expenses, as well as payroll and related personnel expenses and share-based payment expenses of $4.7 million, primarily related to the closing of the Business Combination.

Operating Loss

Operating loss for the six months ended June 30, 2026 was approximately $14.9 million, an increase of approximately $7.5 million, or 100%, compared to approximately $7.5 million for the six months ended June 30, 2025, primarily as a result of share-based payment expenses and payroll and related personnel expenses, as well as one-time non-recurring expense of $3.4 million related to the Business Combination.

Finance Expense and Income

Finance income for the six months ended June 30, 2026 was approximately $0.8 million, a decrease of approximately $0.9 million, or 53%, compared to finance income of approximately $1.7 million for the six months ended June 30, 2025.

The decrease was primarily attributable to higher interest expenses, as well as lower non-cash gains recognized from the remeasurement of financial liabilities measured at fair value during the period and higher exchange rate expenses.

Total loss for the six months ended June 30, 2026 was approximately $14.2 million, an increase of approximately $8.4 million, or 147%, compared to approximately $5.8 million for the six months ended June 30, 2025.

The increase in total loss was primarily as a result of share-based payment expenses of $5.4 million, and a one-time non-recurring expense of $3.4 million related to the Business Combination.

Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025

The following table summarizes Cyabra’s results of operations for the three months ended June 30, 2026 and 2025:

Three Months Ended

Thousands USD

Revenues 1,853 1,331

Cost of revenues 304 213

Gross profit 1,549 1,118

Operating costs and expenses

Research and development expenses 2,060 1,840

Sales and marketing expenses 1,304 1,456

for the three months ended March 31, 2026 were approximately $1.3 million, a decrease of approximately $0.5 million, or

28%, compared to approximately $1.7 million for the three months ended March 31, 2025.

The decrease resulted primarily from

a decrease in payroll and related expenses, sales commissions and share-based payment expenses, as a result of higher level of marketing

activities in the three months ended March 31, 2025.

General and administrative expenses 1,305 1,241

General and administrative expenses for the three months ended March 31,

2026 were approximately $6.3 million, an increase of approximately $4.8 million, or 315%, compared to approximately $1.5 million

for the three months ended March 31, 2025.

The increase resulted primarily from an increase in professional services expenses, as

well as share-based payment expenses of $2.4 million, as a result of the closing of the Business Combination.

Total operating loss 3,120 3,419

Financing expenses (income), net 255 (992 )

Loss before taxes on income 3,375 2,427

Taxes on Income 64 19

Net loss for the year 3,439 2,446

Revenues for the three months ended June 30, 2026 were approximately $1.9 million, an increase of approximately $0.5 million, or 39%, compared to approximately $1.3 million for the three months ended June 30, 2025.

The reason for the increase in revenues was due to new customers using Cyabra’s products that joined during the three months ended June 30, 2026 that contributed approximately $0.7 million in revenues for the three months ended June 30, 2026, in addition to increased revenues recognition from existing customers, which was partially offset by customers that did not renew their contracts in 2026.

Cost of Revenues

Cost of revenues for the three months ended June 30, 2026 was approximately $0.3 million, an increase of approximately $0.1 million or 43% compared to approximately $0.2 million for the three months ended June 30, 2025.

The increase in cost of sales is in line with revenue growth.

Gross profit for the three months ended June 30, 2026 was approximately $1.5 million, an increase of approximately $0.4 million, or 39%, compared to approximately $1.1 million for the three months ended June 30, 2025.

The increase in gross profit resulted from an increase in our revenues.

Research and Development Expenses

Research and development expenses for the three months ended June 30, 2026 were approximately $2.1 million, an increase of approximately $0.2 million, or 12%, compared to approximately $1.8 million for the three months ended June 30, 2025.

The increase in research and development expenses resulted primarily from an increase in payroll and related personnel expenses, as well as an increase in research and development software and storage costs partially offset by a decrease in share-based payment expenses.

Sales and Marketing Expenses

Sales and marketing expenses for the three months ended June 30, 2026 were approximately $1.3 million, a decrease of approximately $0.2 million, or 10%, compared to approximately $1.5 million for the three months ended June 30, 2025.

The decrease in sales and marketing expenses resulted primarily from a decrease in share-based payment expenses and was partially offset by an increase in payroll and related personnel expenses.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2026 were approximately $1.3 million, an increase of approximately $0.1 million, or 5%, compared to approximately $1.2 million for the three months ended June 30, 2025.

The increase in general and administrative expenses resulted primarily from an increase in payroll and related personnel expenses as well as insurance expenses, rental fees and travel expenses, partially offset by a decrease in share-based payment expenses.

Operating Loss

Operating loss for the three months ended March 31, 2026 was approximately

$11.8 million, an increase of approximately $7.8 million, or 193%, compared to approximately $4.0 million for the three

months ended March 31, 2025, primarily as a result of share-based payment expenses of $5.2 million, and one-time non-recurring expense

of $3.4 million related to the Business Combination, as well as an increase in expenses.

Operating loss for the three months ended June 30, 2026 was approximately $3.1 million, a decrease of approximately $0.3 million, or 9%, compared to approximately $3.4 million for the three months ended June 30, 2025.

The decrease in operating loss resulted primarily from the increase in gross profit, and a decrease in share-based payment expenses, partially offset by an increase in payroll and related personnel expenses.

Finance Expense and Income

Finance income for the three months ended March 31, 2026 was approximately

$1.1 million, an increase of approximately $0.3 million, or 46%, compared to finance income of approximately $0.7 million

for the three months ended March 31, 2025.

The increase was primarily attributable to higher non-cash gains recognized from the remeasurement

of financial liabilities measured at fair value during the period.

Total loss for the three months ended March 31, 2026 was approximately

$10.8 million, an increase of approximately $7.5 million, or 225%, compared to approximately $3.3 million for the three

months ended March 31, 2025, primarily as a result of share-based payment expenses of $5.2 million, and one-time non-recurring expense

of $3.4 million related to the Business Combination, as well as an increase in expenses.

Finance expenses for the three months ended June 30, 2026 were approximately $0.3 million, an increase of approximately $1.3 million, or 126%, compared to finance income of approximately $1.0 million for the three months ended June 30, 2025.

The increase in finance expenses and income was primarily attributable to lower non-cash gains recognized from the remeasurement of financial liabilities measured at fair value during the period, as well as an increase in interest expenses, and higher exchange rate expenses.

Total loss for the three months ended June 30, 2026 was approximately $3.4 million, an increase of approximately $1.0 million, or 41%, compared to approximately $2.4 million for the three months ended June 30, 2025.

The increase in total loss was primarily from an increase in payroll and related personnel expenses, as well as an increase in finance expenses, which was partially offset by an increase in gross profit, and a decrease in share-based payment expenses.

Liquidity and Capital Resources

Since our inception through

March 31, 2026, we have funded our operations principally with issuances of shares, as well as receipt of loans.

As of March 31,

2026, our cash and cash equivalents balance was $3.1 million.

The table below present our

cash flows for the three months periods ended March 31, 2026 and March 31, 2025:

Three months ended

USD Thousands

Since our inception through June 30, 2026, we have funded our operations principally with issuances of shares, as well as receipt of loans.

As of June 30, 2026, our cash and cash equivalents balance was $0.8 million.

The table below present our cash flows for the six months periods ended June 30, 2026 and June 30, 2025:

2026 Six months

USD Thousands USD Thousands

Operating Activities (4,995 ) (3,833 )

3 unchanged sentences

Operating Activities

Net cash used in operating

activities was approximately $2.6 million during the three months ended March 31, 2026, compared to approximately $1.3 million

during the three months ended March 31, 2025.

The increase is mainly attributed to an increase in net loss.

Net cash used in operating activities was approximately $5.0 million during the six months ended June 30, 2026, compared to approximately $3.8 million during the six months ended June 30, 2025.

The increase in operating activities is mainly attributed to an increase in net loss.

Investing Activities

Net cash used in investing

activities was approximately $0.005 million during the three months ended March 31, 2026, compared to approximately $0.01 million

during the three months ended March 31, 2025.

Net cash used in investing activities was approximately $0.03 million during the six months ended June 30, 2026, compared to approximately $0.03 million during the six months ended June 30, 2025.

Financing Activities

Net cash provided by financing activities was approximately $5.6 million

during the three months ended March 31, 2026, compared to approximately $1.1 million during the three months ended March 31,

The increase resulted primarily from proceeds from a private investment in public equity transaction during the three months ended

March 31, 2026.

Net cash provided by financing activities was approximately $5.6 million during the six months ended June 30, 2026, compared to approximately $3.1 million during the six months ended June 30, 2025.

The increase in financing activities resulted primarily from proceeds from a private investment in public equity transaction during the six months ended June 30, 2026.

Liquidity and Capital Resources

Cyabra will need to raise additional

capital to support its operations until such time, if any, as it is able to generate sufficient cash to fund its working capital requirements.

Cyabra will need to raise additional capital to support its operations until such time, if any, as it is able to generate sufficient cash to fund its working capital requirements.

Cyabra may not be able to obtain additional financing on acceptable terms, or at all.

To the extent that Cyabra raises additional capital

through the future sale of equity or debt, the ownership interest of its shareholders will be diluted, and the terms of these securities

may include liquidation or other preferences that adversely affect the rights of Cyabra’s existing shareholders.

If Cyabra raises

additional funds through partnerships or strategic alliances in the future, it may have to relinquish valuable rights to its technologies,

future revenue streams or products or grant licenses on terms that may not be favorable to Cyabra.

If Cyabra is unable to raise

additional funds when needed, Cyabra may be required to delay, limit, reduce or terminate its product development or future commercialization

In connection with Cyabra’s

assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board Accounting

Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management

has determined that Cyabra currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered

to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs.

are no assurances however, that Cyabra will be successful in obtaining the level of financing needed for its operations.

unsuccessful in commercializing its products and securing sufficient funding, it may need to reduce activities, curtail, or even cease

The consolidated financial statements do not include any adjustments relating to the carrying amounts and classification of

assets, liabilities, and reported expenses that might be necessary should Cyabra be unable to continue as a going concern.

To the extent that Cyabra raises additional capital through the future sale of equity or debt, the ownership interest of its shareholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of Cyabra’s existing shareholders.

If Cyabra raises additional funds through partnerships or strategic alliances in the future, it may have to relinquish valuable rights to its technologies, future revenue streams or products or grant licenses on terms that may not be favorable to Cyabra.

On July 9, 2026, Cyabra entered into securities purchase agreements (each, a “Purchase Agreement”) with accredited investors relating to an offering (the “Offering”) and the sale of an aggregate of 1,175,090 shares (the “Shares”) of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 12,643,680 shares of common stock (the “Pre-Funded Warrant Shares”), at a purchase price of $0.435 per Share and $0.4349 per Pre-Funded Warrant, Series A warrants (the “Series A Common Warrants”) to purchase up to 13,818,770 shares of common stock (the “Series A Common Warrant Shares”), at an exercise price of $0.50 and Series B warrants (the “Series B Common Warrants”) to purchase up to 13,818,770 shares of common stock (the “Series B Common Warrant Shares”), at an exercise price of $0.45.

The Offering closed on July 10, 2026.

The gross proceeds from the Offering, before deducting the placement agent fees and offering expenses, were approximately $6 million.

The Pre-Funded Warrants are exercisable immediately upon issuance and remain exercisable until exercised in full.

The Series A Common Warrants will be initially exercisable on the date stockholder approval (the “Stockholder Approval”) is obtained and will expire five years from the initial exercise date.

The Series B Common Warrants will be initially exercisable on the date the Stockholder Approval is obtained and will expire twelve months from the initial exercise date.

In conjunction with the Offering, Cyabra engaged A.G.P./Alliance Global Partners, as exclusive placement agent and agreed to pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds raised from the sale of the securities sold in the Offering, and agreed to reimburse the placement agent of accountable legal fees and other reasonable and documented out-of-pocket expenses incurred in connection with the transaction in the amount of up to $75,000 and the reimbursement of up to $15,000 for non-accountable expenses.

On July 9, 2026, Cyabra entered into an exchange agreement (the “Exchange Agreement”) with Alpha Capital Anstalt (the “Holder”) that holds the outstanding Series C Convertible Preferred Stock (“Series C Preferred Shares ”), pursuant to which the Holder agreed to exchange at the Exchange Closing (as defined in the Exchange Agreement) an amount of Series C Preferred Shares with an aggregate value of $10,660,000 (the “Preferred Shares Value”), and Cyabra agreed to issue to the Holder, in the exchange therefor:

(i) the number of shares of Common Stock;

(ii) if applicable, the Pre-Funded Warrants;

and (iii) the Series A Common Warrants and the Series B Common Warrants (including the Series A Common Warrant Shares and the Series B Common Warrant Shares) as if the Holder had invested additional cash equal to the Preferred Shares Value in the Offering.

The Exchange Closing is subject to Stockholder Approval.

On July 9, 2026, Cyabra entered into a conversion agreement (the “Conversion Agreement”) with the holders (the “Holders”) of an aggregate of 35,648,276 of Series A Preferred Shares and Series B Convertible Preferred Stock (“Series B Preferred Shares” and together with the Series A Preferred Shares, the “Preferred Shares”), pursuant to which the Holders agreed that upon the Conversion Closing (as defined in the Conversion Agreement), all of the outstanding Preferred Shares (the “Committed Preferred Shares”) shall be deemed to have been converted (the “Conversion”) into shares of Common Stock (or pre-funded warrants in lieu thereof).

Pursuant to the Conversion Agreement, Cyabra and the Holders agreed to amend the terms of the Certificates of Designation governing the Preferred Shares to reduce the conversion price of each class of Preferred Shares to $0.435 per share.

The Conversion is subject to Stockholder Approval.

If Cyabra is unable to raise additional funds when needed, Cyabra may be required to delay, limit, reduce or terminate its product development or future commercialization efforts.

In connection with Cyabra’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that Cyabra currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs.

There are no assurances however, that Cyabra will be successful in obtaining the level of financing needed for its operations.

If Cyabra is unsuccessful in commercializing its products and securing sufficient funding, it may need to reduce activities, curtail, or even cease operations.

The consolidated financial statements do not include any adjustments relating to the carrying amounts and classification of assets, liabilities, and reported expenses that might be necessary should Cyabra be unable to continue as a going concern.

Off-Balance Sheet Arrangements

Cyabra did not have any off-balance sheet

arrangements as of March 31, 2026.

Cyabra did not have any off-balance sheet arrangements as of June 30, 2026.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the

information called for by this item.

As a smaller reporting company, we are not required to provide the information called for by this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements