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Item 5. Other Information

2026-08-13 compared with 2026-05-15 · 112 added, 69 removed, 69 unchanged (72% of the section changed)

OTHER INFORMATION.

During the fiscal quarter ended March 31, 2026, none of our officers or directors, as those terms are defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

Nasdaq Deficiency

On May 13, 2026, we received the Notice from the

Listing Qualifications Department of Nasdaq notifying us that we were not currently in compliance with Nasdaq Listing Rule 5450(b)(2)(A),

which requires listed securities to maintain an MVLS of $50 million.

According to the Notice, our MVLS had been below

$50 million for 30 consecutive business days from March 27, 2026 through May 12, 2026.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C),

we have been provided with a compliance period of 180 calendar days, or until November 9, 2026, to regain compliance with the minimum

MVLS requirement.

The Notice has no immediate effect on the listing

or trading of our common stock on the Nasdaq Global Market.

If at any time during the compliance period our MVLS closes at $50 million

or more for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that we have regained compliance with

the applicable requirement, and the matter will be closed.

If we do not regain compliance

with the Nasdaq Global Market continued listing requirements by November 9, 2026, and if we otherwise satisfy the applicable listing requirements

for the Nasdaq Capital Market, Nasdaq may permit our securities to remain listed on Nasdaq through a transfer of the listing of our securities

from the Nasdaq Global Market to the Nasdaq Capital Market.

However, there can be no assurance that we will regain compliance with the

Nasdaq Global Market requirements or qualify for continued listing on the Nasdaq Capital Market.

During the fiscal quarter ended June 30, 2026, none of our officers or directors, as those terms are defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

Executive Compensation

On August 11, 2026, the Compensation Committee of our board of directors approved certain changes to the compensation of the Company’s Chief Revenue Officer and Chief Financial Officer.

Effective October 1, 2026, the annual base salary of Emmanuel Heymann, the Company’s Chief Revenue Officer, will increase from $276,000 to $310,000.

In addition, effective January 1, 2027, Mr.

Heymann’s sales commission will increase from 2.0% to 2.5% of revenues, as defined in his commission plan.

Effective October 1, 2026, the monthly base salary of Yael Sandler, the Company’s Chief Financial Officer, will increase from NIS 70,000 to NIS 80,000.

In addition, effective October 1, 2026, the Company’s contributions to Ms.

Sandler’s education fund (Keren Hishtalmut) will be calculated based on her entire monthly base salary, at a rate of 7.5%, rather than being limited to the applicable tax-exempt ceiling.

Exhibit Description Schedule/

Number Exhibit File Date

2.1 Merger Agreement, as amended.

January 13, 2026

S-4/A 333-283153 2.1 January 13, 2026

3.1 Certificate of Incorporation of Cyabra, Inc.

March 31, 2026

8-K 001-43214 3.1 March 31, 2026

3.2 Bylaws of Cyabra, Inc.

January 13, 2026

S-4/A 333-283153 3.7 January 13, 2026

3.3 Amendment No.

1 to the Amended and Restated Bylaws of Cyabra, Inc.

8-K 001-43214 3.1 July 31, 2026

3.4 Certificate of Designation of Holdings relating to the Series A Convertible Preferred Stock.

March 31, 2026

8-K 001-43214 3.3 March 31, 2026

3.5 Certificate of Designation of Holdings relating to the Series B Convertible Preferred Stock.

March 31, 2026

8-K 001-43214 3.4 March 31, 2026

3.6 Certificate of Designation of Holdings relating to the Series C Convertible Preferred Stock.

March 31, 2026

8-K 001-43214 3.5 March 31, 2026

10.1 Form of Lock-up Agreement .

July 23, 2024

8-K 001-41668 10.3 July 23, 2024

10.2† Cyabra, Inc.