Item 5. Other Information
ITEM 5. OTHER INFORMATION.
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.
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ITEM 6. EXHIBITS
Exhibit Description Schedule/
Form File
Number Exhibit File Date
2.1 Merger Agreement, as amended. S-4/A 333-283153 2.1 January 13, 2026
3.1 Certificate of Incorporation of Cyabra, Inc. 8-K 001-43214 3.1 March 31, 2026
3.2 Bylaws of Cyabra, Inc. S-4/A 333-283153 3.7 January 13, 2026
3.3 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. 8-K 001-43214 3.3 March 31, 2026
3.5 Certificate of Designation of Holdings relating to the Series B Convertible Preferred Stock. 8-K 001-43214 3.4 March 31, 2026
3.6 Certificate of Designation of Holdings relating to the Series C Convertible Preferred Stock. 8-K 001-43214 3.5 March 31, 2026
10.1 Form of Lock-up Agreement . 8-K 001-41668 10.3 July 23, 2024
10.2† Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. 8-K 001-43214 10.4 March 31, 2026
10.3† Form of Incentive Stock Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. S-4/A 333-283153 10.23 December 20, 2024
10.4† Form of Non-Qualified Stock Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. S-4/A 333-283153 10.24 December 20, 2024
10.5† Form of Section 102 Restricted Stock Unit Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. 8-K 001-43214 10.7 March 31, 2026
10.6† Form of Restricted Stock Unit Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. S-4/A 333-283153 10.25 December 20, 2024
10.7† Form of Restricted Stock Award Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan. S-4/A 333-283153 10.26 December 20, 2024
10.8† Form of Section 3(i) Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan and 2026 Israeli Sub-Plan. S-4/A 333-283153 10.27 December 20, 2024
10.9† Form of Section 102 Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan and 2026 Israeli Sub-Plan. S-4/A 333-283153 10.28 December 20, 2024
10.10 Facility Agreement, dated May 30, 2022, between Cyabra and Bank Hapoalim B.M. S-4/A 333-283153 10.31 January 13, 2026
10.11 Offer of Employment, dated December 29, 2022 by and between Cyabra Strategy Inc. and Emmanuel Heymann. S-4/A 333-283153 10.36 January 13, 2026
10.12 Employment Agreement dated June 18, 2024 by and between Cyabra Strategy Ltd. and Yael Sandler. S-4/A 333-283153 10.37 January 13, 2026
10.13 Amendment to Offer of Employment, by and between Cyabra Strategy Inc. and Emmanuel Heymann, dated August 15, 2024. S-4/A 333-283153 10.38 January 13, 2026
10.14 Form of Indemnification Agreement. S-4/A 333-283153 10.39 January 13, 2026
10.15 Registration Rights Agreement, dated March 27, 2026, between Trailblazer Holdings, Inc. and certain investors. 8-K 001-43214 10.19 March 31, 2026
10.16 Offer of Employment, dated February 10, 2025 by and between Cyabra Strategy Inc. and Dan Brahmy. S-4/A 333-283153 10.40 January 13, 2026
10.17 Amendment to Employment Agreement dated February 10, 2025 by and between Yossef Daar and Cyabra Strategy Ltd. S-4/A 333-283153 10.41 January 13, 2026
10.18 Amendment to Employment Agreement dated February 10, 2025 by and between Ido Shraga and Cyabra Strategy Ltd. S-4/A 333-283153 10.42 January 13, 2026
10.19 Securities Purchase Agreement dated December 18, 2025, between Trailblazer Holdings, Inc. and certain purchasers. S-4/A 333-283153 10.45 January 13, 2026
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Exhibit Description Schedule/
Form File
Number Exhibit File Date
10.20 Form of Common Stock Purchase Warrant. 8-K 001-43214 10.25 March 31, 2026
10.21 Deferred Fee Agreement, dated October 28, 2025. 8-K 001-41668 10.1 November 3, 2025
10.22 Amendment to Advisory Agreement, dated October 28, 2025. 8-K 001-41668 10.2 November 3, 2025
10.23 LifeSci Advisory Agreement, dated October 28, 2025. 8-K 001-41668 10.3 November 3, 2025
10.24 Ladenburg Advisory Agreement dated October 28, 2025. 8-K 001-41668 10.4 November 3, 2025
10.25 Note Issuance Agreement among Cyabra, Trailblazer Merger Corporation I, Trailblazer Holdings, Inc. and Lowenstein Sandler LLP. S-4/A 333-283153 10.52 January 13, 2026
10.26 Note Issuance Agreement among Cyabra, Trailblazer Merger Corporation I, Trailblazer Holdings, Inc. and Loeb & Loeb LLP. S-4/A 333-283153 10.53 January 13, 2026
10.27 Promissory Note, dated February 4, 2026. 8-K 001-43214 10.32 March 31, 2026
10.28 Promissory Note, dated March 9, 2026. 8-K 001-43214 10.33 March 31, 2026
10.29 Amendment to Employment Agreement, dated March 16, 2026, between Cyabra, Inc. and Yossef Daar. 8-K 001-43214 10.34 March 31, 2026
10.30 Amendment to Employment Agreement, dated March 16, 2026, between Cyabra, Inc. and Ido Shraga. 8-K 001-43214 10.35 March 31, 2026
10.31 Lock-up Agreement, dated March 27, 2026. 8-K 001-43214 10.36 March 31, 2026
10.32 Letter Agreements, dated March 28, 2023, by and among Trailblazer and each of the Company’s officers, directors and initial stockholders. 8-K 001-41668 10.1 April 3, 2023
10.33 Investment Management Trust Agreement, dated March 28, 2023, by and between Trailblazer and Continental Stock Transfer & Trust Company, LLC. 8-K 001-41668 10.2 April 3, 2023
10.34 Registration Rights Agreement, dated March 28, 2023, by and among Trailblazer and certain security holders. 8-K 001-41668 10.3 April 3, 2023
10.35 Indemnity Agreements, each dated as of March 28, 2023, by and between Trailblazer and each of the officers and directors of the Registrant. 8-K 001-41668 10.4 April 3, 2023
10.36 Stock Escrow Agreement, dated March 28, 2023, by and among Trailblazer, Continental Stock Transfer & Trust Company and the initial stockholders of the Company. 8-K 001-41668 10.5 April 3, 2023
10.37 Private Placement Units Purchase Agreement, dated March 28, 2023, by and among Trailblazer and the initial stockholders of Trailblazer party thereto. 8-K 001-41668 10.6 April 3, 2023
10.38 Promissory Note, dated May 17, 2022. S-1/A 333-265914 10.2 January 31, 2023
10.39 Amendment to Promissory Note, dated January 20, 2023. S-1/A 333-265914 10.3 January 31, 2023
10.40 Amendment to Promissory Note, dated March 31, 2023. 8-K 001-41668 2.1 April 28, 2023
10.41 Amendment to Promissory Note, dated March 27, 2024. 10-K 001-41668 10.14 March 29, 2024
10.42 Amendment to Promissory Note, dated September 16, 2024. 8-K 001-41668 2.1 September 20, 2024
10.43 Amendment to Promissory Note, dated September 30, 2024. 8-K 001-41668 10.1 September 30, 2024
10.44 Subscription Agreement for Sponsor Shares, dated May 17, 2022. S-1/A 333-265914 10.6 January 31, 2023
10.45 Share Exchange Agreement dated September 23, 2022. S-1/A 333-265914 10.10 January 31, 2023
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10.46 Sponsor Shares Forfeiture Agreement, dated January 20, 2023. S-1/A 333-265914 10.11 January 31, 2023
10.47 Advisory Agreement, dated September 23, 2022, between the Trailblazer Sponsor Group, LLC and LifeSci Capital LLC. S-1/A 333-265914 10.12 March 13, 2023
10.48 Amendment No. 1 to the Advisory Agreement, dated March 9, 2023, between the Trailblazer Sponsor Group, LLC and LifeSci Capital LLC. S-1/A 333-265914 10.13 March 13, 2023
10.49 Parent Support Agreement, dated July 22, 2024. 8-K 001-41668 10.1 July 23, 2024
10.50 Company Support Agreement, dated July 22, 2024. 8-K 001-41668 10.2 July 23, 2024
10.51 Form of Lock-up Agreement. 8-K 001-41668 10.3 July 23, 2024
10.52 Waiver and Consent Letter of Alpha Capital Anstalt dated March 19, 2026 and Side Letter with respect to Beneficial Ownership dated March 19, 2026. S-1/A 333-293035 10.54 March 23, 2026
10.53 Form of Securities Purchase Agreement 8-K 001-43214 10.1 July 10, 2026
10.54 Placement Agent Agreement, dated July 9, 2026, by and between Cyabra, Inc. and A.G.P./Alliance Global Partners 8-K 001-43214 10.2 July 10, 2026
10.55 Form of Conversion Agreement 8-K 001-43214 10.3 July 10, 2026
10.56 Exchange Agreement, dated July 9, 2026, by and between Cyabra, Inc. and Alpha Capital Anstalt 8-K 001-43214 10.4 July 10, 2026
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be deemed to be incorporated by reference into any filing under such Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates such certifications by reference.
† Annexes, schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Cyabra, Inc.
(Registrant)
Date: August 13, 2026 By: /s/ Dan Brahmy
Dan Brahmy
Chief Executive Officer
(Principal Executive Officer)
Date: August 13, 2026 By: /s/ Yael Sandler
Yael Sandler
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.