季報
季度報告
10-Q
2026-05-15
Cyabra, Inc. 提交咗 2026 財政年度第一季（截至 2026 年 3 月 31 日）嘅 10-Q 報告
AI 繁中摘要
Cyabra, Inc. 提交咗 2026 財政年度第一季（截至 2026 年 3 月 31 日）嘅 10-Q 報告 📄
**關鍵事件：完成業務合併**
- 2026 年 3 月 27 日，Cyabra 與特殊目的收購公司 Trailblazer Merger Corporation I 完成合併，正式成為納斯達克上市公司（股票代號：CYAB）。
- 合併以反向資本重組入賬，Legacy Cyabra 被視為會計收購方。合併後發行新股，原有優先股及可換股票據轉換為普通股或優先股。
**業績重點（未經審計）**
- **收入**：約 141.5 萬美元（去年同期 126 萬美元），按年升約 12.3%。
- **毛利**：約 122.3 萬美元（去年同期 106.4 萬美元），毛利率維持約 86%。
- **經營虧損**：約 1,182.4 萬美元（去年同期 403.8 萬美元），大幅擴大。
- **研發開支**：約 550.8 萬美元（去年同期 185.1 萬美元），主要由於股份支付（269.3 萬美元）及員工相關成本增加。
- **銷售及市場推廣開支**：約 125.5 萬美元（去年同期 173.6 萬美元），有所下降。
- **一般及行政開支**：約 628.4 萬美元（去年同期 151.5 萬美元），包括股份支付及顧問服務費用。
- **淨虧損**：約 1,077 萬美元（去年同期 331.4 萬美元）。
- **每股虧損**：基本及攤薄後每股虧損 3.10 美元（去年同期 1.47 美元）。
**財務狀況及流動性**
- 截至 2026 年 3 月 31 日，現金及現金等價物約 312.2 萬美元（2025 年底僅 29.4 萬美元），主要來自 PIPE 融資（800 萬美元）及合併所得。
- 總資產約 452.7 萬美元，總負債約 1,657.5 萬美元。
- 累計虧損約 5,814.3 萬美元。
- **持續經營重大疑問**：管理層明確指出，若無額外融資，公司將無法在未來 12 個月內持續營運。公司計劃繼續商業化產品及尋求股權融資，但存在不確定性。
**管理層展望及風險**
- 公司專注於打擊虛假資訊及網絡不良行為者，為品牌及公共部門提供軟件解決方案。
- 以色列自 2023 年 10 月起陷入軍事衝突，2026 年 2 月衝突進一步升級，雖然目前對短期業務無重大影響，但中長期影響難以估計。
- 公司仍處於早期發展階段，預期將繼續錄得重大營運虧損。
**其他重大事項**
- 合併完成前後，公司發行多筆可轉換本票及過橋貸款（包括來自 Alpha Capital Anstalt 及銀行），部分已於合併時償還或轉換。
- PIPE 融資總額增至 800 萬美元，投資者獲得 Series B 優先股及認股權證。
- 關鍵員工獲發 40 萬股受限制股票單位（RSU），並於合併日全數歸屬。
**對投資者潛在影響** ⚠️
- 合併後公司上市，但持續經營風險極高，投資者需密切關注公司能否成功籌集新資金及實現收入增長。
- 經營虧損擴大主要來自非現金股份支付，但現金消耗仍然巨大。
- 地緣政治風險可能影響業務穩定性及客戶信心。
展開英文正文
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(Exact name of registrant as specified in its charter) Delaware 99-4210757 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 13 Gershon Shatz Tel Aviv, Israel 6997543 (Address of principal executive offices) (Zip Code) +972-54-768-8642 (Registrant’s telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share CYAB The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of May 14, 2026, the number of outstanding shares of the registrant’s common stock, par value $0.0001 per share, was 14,064,191. CYABRA, INC. FORM 10-Q TABLE OF CONTENTS Page Part I Financial Information 1 Item 1. Financial Statements (unaudited) 1 Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 F-2 Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 F-3 Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 and 2025 F-4 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 F-5 Notes to Condensed Consolidated Financial Statements F-6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 2 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Item 4. Controls and Procedures 10 Part II Other Information 11 Item 1. Legal Proceedings 11 Item 1A. Risk Factors 11 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Mine Safety Disclosures 12 Item 5. Other Information 12 Item 6. Exhibits 13 i PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Cyabra, Inc. Condensed Consolidated Interim Financial Statements March 31, 2026 1 Cyabra, Inc. and its subsidiaries Condensed Consolidated Interim Financial Statements as of March 31, 2026 (Unaudited) Contents PAGE 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-5 Notes to Condensed Consolidated Interim Financial Statements F-6 F-1 Condensed Consolidated Interim Balance Sheets (Unaudited) U.S. dollars in thousands (except share data) March 31, 2026 December 31, 2025 Assets Current assets Cash and cash equivalents $3,122 $294 Restricted cash 193 22 Accounts receivable 216 269 Other current assets 241 152 Total current assets 3,772 737 Non-Current Assets Operating right-of-use asset 493 575 Property and equipment, net 137 146 Other assets 125 - Total non-current assets 755 721 Total Assets 4,527 1,458 Liabilities, Redeemable Convertible Preferred Shares and Capital Deficiency Current liabilities Trade accounts payable 2,484 1,775 Accrued expenses 4,700 476 Short term loans 2,237 5,768 Operating lease liability 390 380 Deferred revenues 2,288 2,816 Employees and related 2,944 1,298 Other current liabilities 1,180 94 Convertible notes - 12,869 Liability with respect to warrants 142 - Total current liabilities 16,365 25,476 Non-Current Liabilities Operating lease liability 169 268 Long-term deferred revenues 41 115 Liability with respect to warrants - 370 Total non-current liabilities 210 753 Total liabilities 16,575 26,229 Commitments and contingent liabilities Redeemable Convertible Preferred Shares: 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; 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. 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. - 15,268 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 - - Class A common stock 2 2 Additional paid in capital 46,093 7,332 Accumulated deficit (58,143) (47,373) Total capital deficiency (12,048) (40,039) Total liabilities, redeemable convertible preferred shares and capital deficiency $4,527 $1,458 The accompanying notes are an integral part of the condensed consolidated interim financial statements. F-2 Condensed Consolidated Interim Statements of Operations (Unaudited) U.S. dollars in thousands (except per share data) For the three months ended March 31, 2026 2025 Revenues $1,415 $1,260 Cost of revenues 192 196 Gross profit 1,223 1,064 Operating costs and expenses Research and development expenses 5,508 1,851 Sales and marketing expenses 1,255 1,736 General and administrative expenses 6,284 1,515 Total operating loss (11,824) (4,038) Finance income 1,054 724 Loss before taxes on income (10,770) (3,314) Taxes on income - - Net loss for the period $(10,770) $(3,314) 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. F-3 Condensed Consolidated Interim Statements of Changes in Redeemable Convertible Preferred Shares and Capital Deficiency (Unaudited) Redeemable Preferred Additional A, A1,A2,A3, C and C-1 Shares Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Ordinary Shares paid in capital Accumulated deficit Total Shares USD thousands Shares USD thousands Shares USD thousands Shares USD thousands Shares USD thousands USD thousands USD thousands USD thousands Balance at December 31, 2025 1,136,926 15,268 - - - - - - 3,019,557 2 7,332 (47,373) (40,039) Conversion of redeemable preferred shares (1,136,926) (15,268) - - - - - - 4,103,962 *- 15,268 - 15,268 Exercise of stock options and warrants - - - - - - - - 47,953 - 3 - 3 Shares issued in connection with loan agreement - - - - - - - - 2,751 - - - - Impact of closing of Business Combination - - - - 5,330 - 10,660 - 4,178,485 *- (1,564) - (1,564) Shares Issued to Advisors - - - - - - - - 1,105,000 *- 1,009 - 1,009 Conversion of convertible notes - - 3,061 - - - - - 1,356,459 *- 12,676 - 12,676 Issuance of the private investment into public equity (“PIPE”) shares - - - - 8,000 - - - - - 6,771 - 6,771 Conversion of Series A Preferred Stock to common stock - - (884) - - - - - 250,024 - - - Reclassification of warrant to equity - - - - - - - - - - 390 - 390 Share based payments - - 4,208 - 4,208 Net loss - - - - - - - - - - - (10,770) (10,770) Balance at March 31, 2026 - - 2,177 - 13,330 - 10,660 - 14,064,191 2 46,093 (58,143) (12,048) Redeemable Preferred Additional A, A1,A2,A3, C and C-1 Shares Series A Preferred Stock Serries B Preferred Stock Series C Preferred Stock Ordinary Shares paid in capital Accumulated deficit Total Shares USD thousands Shares USD thousands Shares USD thousands Shares USD thousands Shares USD thousands USD thousands USD thousands USD thousands Balance at December 31, 2024 903,925 11,780 - - - - - - 2,351,976 2 4,132 (34,554) (30,420) Share based payments - - - - - - - - - - 1,389 - 1,389 Exercise of options - - - - - - - - 12,995 - 1 - 1 Net loss - - - - - - - - - - - (3,314) (3,314) Balance at March 31, 2025 903,925 11,780 - - - - - - 2,364,971 2 5,522 (37,868) (32,344) * Less than $1 thousand The accompanying notes are an integral part of the condensed consolidated interim financial statements. F-4 Condensed Consolidated Interim Statements of Cash Flows (Unaudited) Three Months Ended March 31, 2026 2025 USD USD thousands thousands Cash flows – operating activities Net loss for the period $(10,770) $(3,314) Adjustments: Depreciation 14 14 Interest expense 173 - Share based payments 4,208 1,389 Share based payments for advisory services 1,009 - Exchange rate differences 32 15 Revaluation of financial liabilities accounted at fair value (1,259) (701) Changes in operating assets and liabilities: (Decrease) Increase in other current assets (25) 27 Increase in accounts receivable 53 26 Increase (decrease) in trade accounts payable 709 157 Change in ROU asset and lease liability (6) (19) (Decrease) Increase in deferred revenues (603) 1,207 Increase in employees and related 1,645 46 Increase (decrease) in other current liabilities 2,222 (120) Net cash used in operating activities (2,598) (1,273) Cash flows – investing activity Purchase of property and equipment (5) (12) Net cash used in investing activity (5) (12) Cash flows – financing activities Receipt of loans 2,655 1,371 Repayment of loans (6,370) (312) Exercise of options and warrants 3 1 Cash received from Merger Agreement upon the effectiveness of the Business Combination 1,336 - Proceeds from PIPE, net of transaction costs 8,000 - Net cash provided by financing activities 5,624 1,060 Increase (decrease) in cash, cash equivalents and restricted cash 3,021 (225) Exchange rate differences on cash and cash equivalents and restricted cash (22) (15) Cash, cash equivalents and restricted cash at the beginning of period 316 946 Cash, cash equivalents and restricted cash at the end of the period 3,315 706 Supplemental Disclosures of cash flow information: Interest paid $179 $31 Supplemental disclosure of non-cash activity: Conversion of redeemable preferred shares $15,268 $- Conversion of convertible notes $12,676 $- Conversion of warrant liability to equity $390 $- Cash, cash equivalent and restricted cash at the end of the period: Cash and cash equivalents $3,122 $688 Restricted cash $193 $19 The accompanying notes are an integral part of the condensed consolidated interim financial statements. F-5 Notes to Condensed Consolidated Interim Financial Statements (Unaudited) Note 1 — General A. 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. Its fully owned subsidiary is Cyabra Strategy Ltd. (“Legacy Cyabra”), an Israeli limited company. From its formation until the consummation of the Merger Agreement on March 27, 2026, the Company had no operations and had been formed for the sole purpose of entering into the Merger Agreement and has been serving as the publicly-traded company following the Merger Agreement. Legacy Cyabra, on the other hand, as the accounting acquirer in the Merger Agreement and the predecessor entity to the Company from an accounting perspective, had active operations during earlier periods of time, prior to the Merger Agreement. Consequently, these financial statements reflect the information of Legacy Cyabra (as the predecessor entity to the Company) until March 27, 2026 and the information of the Company (as the combined company following the Merger Agreement) from that date forward. B. The Company operates as a single operating segment and addresses the threat of fake news for brands and the public sector and provide a software which identifies bad actors online, and mitigates the threat in real-time. On March 12, 2020, Legacy Cyabra established a wholly owned U.S. subsidiary Cyabra Strategy Inc. (the “subsidiary”), for marketing and distribution activity. The subsidiary commenced operations during 2020. Since October 2023, Israel has been involved in significant military conflicts with Hamas and Hezbollah. In February 2026, hostilities escalated significantly into a direct military conflict involving Israel, the United States, and Iran. While a ceasefire between Israel and Hamas remains largely in effect following the October 2025 agreements, the subsequent outbreak of the conflict with Iran has introduced renewed volatility and uncertainty into the region. Although a partial two-week ceasefire regarding direct regional operations was announced on April 7, 2026, and subsequently extended, the security situation remains fluid. The Company estimates that at this stage, based on the information it has as of the date of the approval of these financial statements, that current events do not have a material impact on the business results of the Company in the short term. Since this is an event that is beyond the control of the Company, and factors such as the resumption of the war or its cessation may affect the Company’s estimates, as of the date of the report the Company has no ability to estimate the extent of the impact of the war on its business activities and on its results in the medium and long term. The Company continues to regularly monitor the developments on the subject and examines the consequences for its activities and the value of its assets. C. Reverse Recapitalization: On July 22, 2024, Legacy Cyabra entered into a merger agreement (the “Merger Agreement”) with Trailblazer Merger Corporation I (“Parent”), a blank-check special purpose acquisition company, Trailblazer Merger Sub, Ltd., a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Trailblazer Holdings, Inc., a direct, wholly owned subsidiary of Parent (“Holdings”). Upon the consummation of the transactions contemplated by the Merger Agreement, (a) Parent will merge with and into Holdings and Holdings will be the survivor of such merger and (b) Merger Sub will merge with and into Legacy Cyabra, with Legacy Cyabra being the surviving entity, following which Merger Sub will cease to exist and Legacy Cyabra will become a wholly owned subsidiary of Parent and will be publicly listed on the Nasdaq. The aggregate merger consideration to be received by Legacy Cyabra’ shareholders is 7,000,000 shares of Holdings common stock, par value $0.0001 per share (the “Holdings Common Stock”), calculated by dividing (a) $70,000,000 by (b) $10.00 (the “Aggregate Merger Consideration”). On November 7, 2025, Legacy Cyabra signed an amendment to the Merger Agreement, according to which, the Aggregate Merger Consideration was changed to $106,000,000 instead of $70,000,000. 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. F-6 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. Upon the effectiveness of the Merger, each outstanding ordinary share of Legacy Cyabra was converted into 3.6097 common share of Holdings (the “Conversion Ratio”). Each outstanding Legacy Cyabra warrant and option to purchase one Legacy Cyabra share, was to become exercisable for such number of Holdings common shares as were equal to the Conversion Ratio. The exercise price per Holdings common share of each such converted Legacy Cyabra option and warrant was to be adjusted based on dividing the existing per share exercise price by the Conversion Ratio. 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”. The Merger Agreement was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, Legacy Cyabra was treated as the accounting acquirer and the Parent was treated as the “acquired” company for financial reporting purposes. Legacy Cyabra was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● Legacy Cyabra’s shareholders were to hold approximately 61.8% of the outstanding common stock in Holdings upon the closing of the Merger Agreement; ● Legacy Cyabra’s senior management were to comprise the senior management of Holdings; ● The directors nominated by Legacy Cyabra were to constitute a majority of the board of directors of Holdings (six out of seven of the initial directors); ● Legacy Cyabra’s operations were to comprise the ongoing operations of Holdings; and ● Legacy Cyabra’s name was to be the name used by Holdings – Cyabra Inc. (in replacement of Trailblazer Holdings, Inc). Under the reverse recapitalization accounting method, the Merger Agreement was deemed to be the equivalent of a capital transaction in which Legacy Cyabra issued shares for the net assets of the Parent. The net assets of the Parent were stated at fair value, with no goodwill or other intangible assets recorded. 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. 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. In conjunction with the reverse recapitalization, Legacy Cyabra’s Ordinary Shares underwent a 1-for-3.6097 conversion. Underwriters Arrangements On October 28, 2025, Trailblazer, Holdings, Legacy Cyabra, LifeSci (as defined below) and Ladenburg Thalmann & Co. Inc. (“Ladenburg” and together with LifeSci, the “Underwriters”) have agreed that, in lieu of the payment in cash of certain deferred underwriting commissions owed to the Underwriters in connection with the initial public offering (“IPO”), prior to the closing of the Business Combination Holdings will issue to the Underwriters 207,000 shares of Holdings Common Stock. On October 28, 2025, Holdings entered into an advisory agreement with Legacy Cyabra and LifeSci Capital LLC (“LifeSci”) pursuant to which LifeSci will provide certain financial advisory and investment banking services to Cyabra. 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 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. F-7 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”). 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. Any net proceeds actually received from the sale of Loeb Shares shall be deemed to be payment, on a dollar for dollar basis, of fees owed to Loeb. To the extent that the total fee obligation is not fully paid from such net proceeds, Holdings and Legacy Cyabra shall be jointly and severally liable, pursuant to the terms of the note issuance agreement. Upon payment in full of the total fee obligation and any premium, Loeb shall surrender to Holdings any unsold Loeb Shares. 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”). 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. Any net proceeds actually received from the sale of Lowenstein Shares shall be deemed to be payment, on a dollar for dollar basis, of fees owed to Lowenstein. To the extent that the total fee obligation is not fully paid from such net proceeds, Holdings and Legacy Cyabra shall be jointly and severally liable, pursuant to the terms of the note issuance agreement. In consideration of Lowenstein’s agreement to enter into the note issuance agreement Lowenstein shall have the right to receive a premium if the total fee obligation is not paid in full by a certain date. Upon payment in full of the total fee obligation and any premium, Lowenstein shall surrender to Holdings any unsold Lowenstein Shares. Sponsor Promissory Note On December 4, 2025, Parent entered into an amendment to the Second Amended and Restated Promissory note with the Parent’ sponsor (“Sponsor”), which still provides that in the event that Parent completes an initial Business Combination, all of the outstanding principal balance will convert into new classes of preferred stock of Parent or its successor with a total stated value of such preferred stock equal to 300% (100% Series B + 200% Series C) of the outstanding principal amount. Upon the closing of the Business Combination, the Second Amended and Restated Promissory Note from Trailblazer to the Sponsor (as amended as of February 11, 2026) in the principal amount of $5.33 million was converted into preferred shares of Holdings with a stated value of $15.99 million. The outstanding principal balance converted into preferred stock with a total stated value of such preferred stock equal to 300% of the outstanding principal amount as follows: (a) the first 100% of the outstanding principal balance converted into shares of Holdings Series B Preferred Stock with an aggregate stated value equal to 100% of the outstanding principal amount, and (b) the remaining 200% of the outstanding principal balance converted into Holdings Series C Preferred Stock with a total stated value equal to 200% of the outstanding principal amount, which is classified as permanent equity. F-8 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. D. Going Concern: The Company has a limited operating history and faces a number of risks, among them: uncertainties regarding demand and market acceptance of the Company’s products, the effects of technological changes, competition and the development of new products. Additionally, other risk factors exist such as the ability to manage growth, the loss of key personnel and the effect of planned expansion of operations on the future results of the Company. 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. 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. As a result, there is a substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include continuing commercialization of the Company’s products and securing sufficient funding through the sale of additional equity securities. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company 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 the Company be unable to continue as a going concern. Note 2 — Significant Accounting Policies A. Unaudited condensed consolidated financial statements The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with GAAP for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). 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. 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. Certain amounts have been reclassified to a separate line item. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Legacy Cyabra’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025. The unaudited condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited annual financial statements of Legacy Cyabra included in the definitive proxy statement/prospectus filed with the SEC on March 27, 2026, but does not include all of the information and footnotes required under GAAP for a complete set of financial statements. Following the Closing, the financial information included in these unaudited condensed consolidated financial statements includes the balances and results of operations of Holdings, which has become the reporting entity, and consolidates the balances and activity of Legacy Cyabra. Prior to the Closing, all references to Cyabra are related to the balances and activity of Legacy Cyabra. All intercompany balances have been eliminated in consolidation. F-9 B. Use of estimates The preparation of financial statements in conformity with U.S. 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 the Company 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 the following notes: - 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 fair values of these instruments are determined by using economic methods for evaluation. For information on details regarding fair value measurement and sensitivity analysis see Note 3 regarding financial instruments. - Share-based payment awards The fair value of each option award is estimated on the date of grant using the Black and Scholes option-pricing model. For the assumptions used to measure the share-based payments awards — see note 3. C. 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. 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 be