03/31/2026 | Press release | Distributed by Public on 03/31/2026 19:23
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $0.0009 | 03/27/2026 | A | 42,146 | (5) | 11/13/2033 | Common Stock | 42,146 | (1)(6) | 42,146 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Brahmy Dan C/O CYABRA, INC. 13 GERSHON SHATZ TEL AVIV 6997543 |
X | Chief Executive Officer | ||
| /s/ Dan Brahmy | 03/31/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Received in connection with the Issuer's business combination with Trailblazer Merger Corporation I ("Trailblazer"), in accordance with the terms of the Merger Agreement, dated July 22, 2024, as amended (the "Merger Agreement"), by and among Trailblazer, Trailblazer Merger Sub, Ltd. ("Merger Sub"), Trailblazer Holdings, Inc. ("Holdings"), and Cyabra Strategy Ltd. ("Cyabra"), pursuant to which (a) Trailblazer merged with and into Holdings, with Holdings as the surviving entity of the merger (the "Parent Merger"), and (b) Merger Sub merged with and into Cyabra, with Cyabra as the surviving entity of the merger (together with the Parent Merger and all other transactions contemplated by the Merger Agreement, the "Business Combination"), following which Merger Sub ceased to exist and Cyabra became a wholly owned subsidiary of Holdings. After giving effect to the Business Combination, Holdings changed its name to the Issuer. |
| (2) | Pursuant to the Merger Agreement, 148,324 ordinary shares of Cyabra held by the Reporting Person that were outstanding immediately prior to the effective time of the Business Combination (the "Effective Time") were, as of the Effective Time, converted into 535,402 shares of the Issuer. |
| (3) | Held by IBI Trust Management in trust for the Reporting Person. |
| (4) | On March 27, 2026, the Reporting Person was granted 134,000 restricted stock units of the Issuer pursuant to the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan (the "2026 Plan") which were fully vested upon grant. |
| (5) | The options were fully vested upon grant. |
| (6) | Pursuant to the Merger Agreement, each option to purchase ordinary shares of Cyabra held by the Reporting Person that was outstanding immediately prior to the Effective Time for an aggregate of 11,676 ordinary shares was, as of the Effective Time, cancelled in consideration for the issuance of an option to purchase shares of the Issuer reported herein pursuant to the 2026 Plan, subject to the same terms and conditions as were applicable to the corresponding Cyabra option immediately prior to the Effective Time. |