Cyabra Inc

This proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to authorize the issuance of shares (and securities exercisable or convertible into shares) that would equal or exceed 20% of the Company’s outstanding common stock in connection with three related transactions: a July 2026 private placement (including Pre-Funded Warrants, Series A and Series B Common Warrants), an Exchange Agreement with a Series C preferred holder that contemplates an exchange for a large block of common shares and additional warrants, and Conversion Agreements to convert Series A and Series B preferred stock into common stock (or pre-funded warrants). Management seeks approval because Nasdaq rules require stockholder consent where non-public issuances at prices below the Nasdaq “Minimum Price” could result in issuance of 20% or more of outstanding shares; without approval the Series A and Series B Common Warrants would not become exercisable and the Exchange and Conversion Closings, as structured, could not occur in a manner compliant with Nasdaq rules. The transactions are described as producing aggregate issuable common shares of up to 59,268,966 (or pre-funded warrants in lieu thereof) plus warrants to purchase up to 49,011,494 shares, subject to a 19.99% ownership cap per recipient, which nonetheless would be highly dilutive to existing public holders if exercised. The Company states the Private Placement raised approximately $6 million gross to be used for working capital and general corporate purposes and paid the placement agent customary fees; the timing and terms (including reduced conversion prices for preferred stock and immediate exercisability of certain instruments) explain the urgency for approval. The Board’s recommendation to vote FOR reflects a view that completing the financings and exchanges is in the Company’s and stockholders’ interests because it secures capital and resolves preferred stock legacy positions, while complying with Nasdaq requirements to preserve the listing. Key governance risks for investors include substantial potential dilution, concentration of voting power among purchasers and conversion/exchange counterparties while anti-dilution protections and an individual 19.99% cap limit ultimate ownership; analysts should weigh the immediate capital benefits and listing compliance against long-term dilution and control implications when evaluating the company post-transaction.

This proposal asks stockholders to approve a material amendment to the Company’s 2026 Omnibus Equity Incentive Plan consisting of a one-time increase of 20,000,000 shares to the plan reserve (increasing the authorized reserve from 2,072,125 to 22,072,125) and a change to the plan’s annual automatic increase mechanism so that on each January 1 the share reserve will equal 15% of the Company’s fully diluted capitalization as of the preceding December 31. Management frames this amendment as necessary because the Company’s fully diluted capitalization currently includes a significant number of shares issuable upon exercise or conversion of outstanding warrants, pre-funded warrants and convertible preferred stock, meaning the existing reserve tied solely to outstanding common shares understates the Company’s equity needs for future awards. The Plan Amendment is also presented as a competitive and retention tool: additional equity availability is intended to attract, retain and motivate employees, executives and consultants in a competitive industry. The amendment’s definition of “fully diluted capitalization” is broad and explicitly counts all rights to acquire shares (options, RSUs, warrants, convertible securities and related adjustments), which means the annual reserve could grow materially as other instruments convert or are exercised. The Compensation Committee retains broad discretion over award types, vesting, and change-in-control treatment, and the plan contains indemnification, transferability limits, clawback and limits on director awards; however, the expanded share reserve increases potential dilution to existing stockholders. Nasdaq Listing Rule 5635(c) requires stockholder approval for this material amendment; management recommends approval to ensure sufficient equity is available for hiring and retention and to preserve flexibility. Analysts should consider the balance between the expected benefits for talent retention and the dilutionary impact of a much larger option/award pool when assessing long-term EPS and ownership percentages.

This proposal authorizes the proxies to adjourn or postpone the special meeting to allow the Company to solicit additional proxies if there are insufficient votes to approve one or more of the substantive proposals at the scheduled meeting. Management requests this authority as a procedural safeguard to continue outreach to stockholders (including those who previously voted) and to buy time to secure a sufficient number of votes, thereby avoiding having to abandon or re-schedule critical corporate actions. The filing treats the Adjournment Proposal as a routine matter under broker voting rules, meaning brokers holding shares in 'street name' may exercise discretionary voting power on this item even without instructions from their customers, which can reduce broker non-votes and help the Company obtain the necessary quorum or favorable outcome. The Board recommends a vote FOR the Adjournment Proposal; proxies submitted without instructions will be voted FOR this item. A potential downside is that adjournment can delay resolution of corporate governance and financing matters and may increase solicitation expenses, and repeated adjournments could signal potential weakness in support for the principal proposals. Operationally, approval of adjournment provides tactical flexibility to the Board to continue solicitations and to re-convene the meeting as needed; careful investors will note this is a common corporate practice but should also monitor subsequent solicitations and any changes in supporting materials or disclosures between sessions. Because the Adjournment Proposal is routine, it generally will not be dispositive for the substantive proposals but can materially affect their ability to pass by giving management more time to secure votes.