IPOs & Offerings

Cyabra Files S-1 for Resale Registration

Cyabra filed a registration statement covering a proposed resale by selling shareholders of common stock connected to a private placement and planned preferred-stock transactions.

By Carter Hayes ·

Key takeaways

  • The prospectus concerns resales by identified selling shareholders rather than a direct sale of securities by Cyabra.
  • The registered securities include common stock and shares potentially issuable through warrants and preferred-stock arrangements.
  • Certain preferred-stock conversion and exchange transactions remain subject to stockholder approval.
  • Cyabra stated that it would not receive proceeds from selling shareholders’ resales under the prospectus.

Resale registration follows private placement and planned transactions

Cyabra submitted a Form S-1 registration statement to the Securities and Exchange Commission. The prospectus relates to a potential resale of common stock by selling shareholders identified in the filing.

The securities covered by the prospectus are tied to a private placement under securities purchase agreements, conversion agreements involving Series A and Series B convertible preferred stock, and an exchange agreement involving Series C convertible preferred stock and Alpha Capital Anstalt.

The filing describes common stock, pre-funded warrants, Series A warrants and Series B warrants as part of the registered resale structure. It also provides for additional common shares that could become issuable under anti-dilution provisions described in the warrants.

Approval is required for parts of the proposed structure

The filing states that closing of the Series A and Series B preferred-stock conversion arrangements is subject to stockholder approval. The planned exchange involving Series C convertible preferred stock is also subject to stockholder approval.

The prospectus describes pre-funded warrants as immediately exercisable upon issuance. It says the Series A and Series B warrants become initially exercisable after stockholder approval is obtained.

The filing remains subject to effectiveness. Selling shareholders may not sell the securities covered by the prospectus until the registration statement is effective.

Company distinguishes resale proceeds from warrant exercises

Cyabra stated that it is not selling securities under the prospectus and will not receive proceeds when selling shareholders resell registered shares.

The company said it could receive cash if pre-funded warrants or warrants are exercised for cash. That potential receipt is separate from any proceeds received by selling shareholders in resales.

The filing states that Cyabra’s common stock is listed on the Nasdaq Global Market under the symbol CYAB. It also says there is no established market for the pre-funded warrants and that the company does not intend to seek a listing for them.