Thank you for standing by. I would like to welcome you to Cyabra Inc. annual meeting. I would now like to turn the conference over to Dan Brahmy, Chief Executive Officer and Director of Cyabra Inc. Please go ahead.
Thank you very much and good morning to everybody. I am Dan Brahmy, the Chief Executive Officer and Director of Cyabra Inc., and I'm pleased to welcome you to our 2026 annual meeting of stockholders and call the meeting to order. We will now proceed with the business of the meeting, and we'll deal with the issues covered by the proxy statement and card that have been sent to all of our stockholders. On top of that, Yael Sandler, the Chief Financial Officer of Cyabra Inc., will act as the secretary of the meeting and as the inspector of the elections.
The list of the holders of common shares of the company as of the close of business day on September 30th, 2026, which is the record date for this determination of stockholders entitled to vote at this meeting, showing the number of shares held by each stockholder as of that date is present here. The list is open to examination by any stockholder during the meeting. If there is anyone present who wishes to vote his or her shares in person or holds a proxy that he or she wishes to vote, please let me know at this time. Ballots are available to stockholders desiring to vote in person.
According to the bylaws of the company, a quorum consists of the representation at the meeting in person or by proxy of the holders of one-third of the voting power of all of the shares of the stock issued and outstanding and entitled to vote at the meeting. Based on the report of the inspector of election, as we speak
Holders-.
Accordingly, I do.
Holders of.
Anything coming?
Yeah, holders of 33,284,611.
Right. Which represents. Can you tell me what would be the percentages now of the voting power of the company's outstanding shares?
Sorry, I misread the number. Based on the report of the inspector of election, holders of 13,272,387 shares of common stock, representing 39.87% of the voting power of the company's outstanding shares entitled to vote at the meeting, are present virtually or represented by proxy.
Thank you, Yael. Accordingly, I declare that a quorum is present and that the meeting is duly constituted to transact business. I have also been presented with an affidavit of Joanne Vogel of Broadridge Financial Solutions, dated October 22nd of 2026, which states that the notice of annual meeting of stockholders, proxy statement, and accompanying proxy card were duly mailed commencing on October 15th of 2026 to all stockholders of record on September 30th of 2026. Now, about the election of directors. The first order of formal business, as described in the proxy statement, is to re-elect the following nominees to the board to serve as Class I directors until the company's 2029 annual meeting of the stockholders and until their successors are elected and qualified, or their earlier resignation or removal. Information about the nominees is provided in the proxy statement.
Each nominee has been duly nominated, and the company has not received notice of any other nomination. Accordingly, all nominations are closed. I now call for a motion, the proposal to re-elect the nominees as Class I directors of the company. I move for the adoption of the following resolution, that Michael Pompeo and James Flanagan be and they hereby are re-elected to the board of directors to serve as Class I directors of the company until 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their respective earlier death, resignation, disqualification, or removal. Ms. Sandler, will you please report on the tally of the votes?
Yes, the motion is carried, and each of Michael Pompeo and James Flanagan has been re-elected.
The motion is carried. All right. The second order of formal business, as described in the proxy statement, is to ratify the appointment of Somekh Chaikin, a member firm of KPMG, as independent registered public accounting firm of the company for the fiscal year ending December 31st of 2026. I now call for a motion for the ratification of the appointment of Somekh Chaikin, a member firm of KPMG, as independent registered public accounting firm of the company for the fiscal year ending December 31st of 2026. I move for the adoption of the following resolution: to ratify the appointment of Somekh Chaikin, a member of the firm KPMG, as independent registered public accounting firm of the company for the fiscal year ending December 31st of 2026. Ms. Sandler, will you please report the tally of the votes?
Yes. The affirmative vote of the holders of the majority of the votes having voting power present in person or represented by proxy have been voted for the ratification of the appointment of Somekh Chaikin and Member Firm of KPMG as independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026.
Thank you. The motion is carried. Now, the third order of formal business, as described in the proxy statement, is to obtain stockholder approval of an amendment to the company's certificate of incorporation to effect a reverse stock split of all outstanding shares of common stock of the company at a ratio within a range of one for two to one for 30, to be determined by the board's discretion. The board has approved the reverse stock split to, among other things, comply with certain minimum bid price eligibility requirements for continued listing on Nasdaq. I now call for a motion for the approval to amend the certificate of incorporation to effect a reverse stock split for all outstanding shares of common stock.
I move for the adoption of the following resolution: to approve an amendment to the certificate of incorporation to effect a reverse stock split of all outstanding shares of common stock at a ratio within the range of one for two to one for 30, to be determined in the board's discretion, and to authorize the board to effect the reverse stock split at any time following stockholder approval and prior to the one-year anniversary thereof. Ms. Sandler, will you please report on the tally of the votes?
Yes. The affirmative vote of the holders of a majority of the votes having voting power present in person or represented by proxy have been voted for the approval to amend the certificate of incorporation to effect a reverse stock split of all outstanding shares of common stock at a ratio within the range of one for two to one for 30, to be determined in the board discretion.
Thank you. The motion is carried. The final order of formal business, as described in the proxy statement, is to obtain approval to adjourn the annual meeting to a later date or dates, if necessary or appropriate, to permit additional time to solicit proxies in favor of any one or more of the proposals presented at this meeting if there are insufficient votes to approve any one or more of the proposal presented at this meeting. I now call for a motion for the approval of the adjournment of the annual meeting to a later date or dates, if necessary or appropriate.
I move for the adoption of the following resolution: to approve the adjournment of the annual meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and voting of proxies in the event that there are insufficient votes for or otherwise in connection with the approval of any one or more of the foregoing proposals. Ms. Sandler, will you please report on the tally of the votes?
Yes. The affirmative vote of the holders of a majority of the votes having voting power present in person or represented by proxy have been voted for the approval to adjourn the annual meeting to a later date or dates, if necessary or appropriate, to solicit proxies in favor of any one or more of the proposal presented at this meeting.
Thank you, Ms. Sandler. The motion is carried. Now, this completes the business of our meeting. If there are no other matters that come before the meeting, I will entertain a motion for adjournment of the meeting. I move that the meeting be adjourned. All those in favor of the motion, please say, "Aye." All those opposed to the motion, please say, "Nay." Okay. In that case, the motion to adjourn the formal business of the meeting has been carried. Thank you all for attending the meeting, and thank you for your time. The meeting is hereby adjourned.
Thank you.
Thank you all for joining. You may now disconnect.