Form 8-K

8-K — CYABRA, INC.

Accession: 0001213900-26-036722

Filed: 2026-03-31

Period: 2026-03-26

CIK: 0002032341

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Registrant's Certifying Accountant

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Change in Shell Company Status

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0283362-8k_cyabra.htm (Primary)

EX-3.1 — CERTIFICATE OF INCORPORATION OF CYABRA, INC (ea028336201ex3-1.htm)

EX-3.3 — CERTIFICATE OF DESIGNATION OF HOLDINGS RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK (ea028336201ex3-3.htm)

EX-3.4 — CERTIFICATE OF DESIGNATION OF HOLDINGS RELATING TO THE SERIES B CONVERTIBLE PREFERRED STOCK (ea028336201ex3-4.htm)

EX-3.5 — CERTIFICATE OF DESIGNATION OF HOLDINGS RELATING TO THE SERIES C CONVERTIBLE PREFERRED STOCK (ea028336201ex3-5.htm)

EX-10.4 — CYABRA, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN (ea028336201ex10-4.htm)

EX-10.7 — FORM OF SECTION 102 RESTRICTED STOCK UNIT AGREEMENT UNDER THE CYABRA, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN (ea028336201ex10-7.htm)

EX-10.19 — REGISTRATION RIGHTS AGREEMENT, DATED MARCH 27, 2026, BETWEEN TRAILBLAZER HOLDINGS, INC. AND CERTAIN INVESTORS (ea028336201ex10-19.htm)

EX-10.25 — FORM OF COMMON STOCK PURCHASE WARRANT (ea028336201ex10-25.htm)

EX-10.32 — PROMISSORY NOTE, DATED FEBRUARY 4, 2026 (ea028336201ex10-32.htm)

EX-10.33 — PROMISSORY NOTE, DATED MARCH 9, 2026 (ea028336201ex10-33.htm)

EX-10.34 — AMENDMENT TO EMPLOYMENT AGREEMENT, DATED MARCH 16, 2026, BETWEEN CYABRA, INC. AND YOSSEF DAAR (ea028336201ex10-34.htm)

EX-10.35 — AMENDMENT TO EMPLOYMENT AGREEMENT, DATED MARCH 16, 2026, BETWEEN CYABRA, INC. AND IDO SHRAGA (ea028336201ex10-35.htm)

EX-10.36 — LOCK-UP AGREEMENT, DATED MARCH 27, 2026 (ea028336201ex10-36.htm)

EX-16.1 — LETTER TO SECURITIES AND EXCHANGE COMMISSION FROM CBIZ CPAS P.C., DATED MARCH 30, 2026 (ea028336201ex16-1.htm)

EX-21.1 — LIST OF SUBSIDIARIES (ea028336201ex21-1.htm)

EX-99.1 — PRESS RELEASE, DATED MARCH 27, 2026 (ea028336201ex99-1.htm)

EX-99.2 — CYABRA STRATEGY LTD. AUDITED CONDENSED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025, AND THE NOTES RELATED THERETO (ea028336201ex99-2.htm)

EX-99.3 — UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF TRAILBLAZER MERGER CORPORATION I AND CYABRA STRATEGY LTD (ea028336201ex99-3.htm)

GRAPHIC (ea028336201_ex99-2img1.jpg)

GRAPHIC (ea028336201_ex99-2img2.jpg)

GRAPHIC (ea028336201_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 26, 2026

CYABRA, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-43214

99-4210757

(State

or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification Number)

13 Gershon Shatz

Tel Aviv Israel

6997543

(Address

of registrant’s principal executive office)

(Zip

code)

+972-54-768-8642

(Registrant’s

telephone number, including area code)

Trailblazer

Holdings, Inc.

510 Madison Avenue, Suite 1401

New York, NY 10022

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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. ☒

Introductory

Note

As previously disclosed, in connection with the business combination

contemplated by the Merger Agreement, dated as of July 22, 2024 (as amended on November 11, 2024 and November 6, 2025, the “Merger

Agreement”), by and among Trailblazer Merger Corporation I (“Trailblazer”), Trailblazer Merger Sub, Ltd. (“Merger

Sub”), Trailblazer Holdings, Inc. (“Holdings” and following the completion of the Business Combination (as defined below)

and the transactions contemplated by the Merger Agreement, the “Company”), and Cyabra Strategy Ltd. (“Cyabra”),

on March 26, 2026 (the “Closing”), Trailblazer merged with and into Holdings with Holdings as the surviving corporation (the

“Parent Merger”) and, on March 27, 2026, Merger Sub merged with and into Cyabra, with Cyabra as the surviving entity (the

“Acquisition Merger” and collectively with the Parent Merger and all other transactions contemplated by the Merger Agreement,

the “Business Combination”). Upon consummation of the Business Combination, Holdings was renamed Cyabra, Inc. and the common

stock, par value $0.0001 per share (“Common Stock”), of the Company began trading on The Nasdaq Global Market (“Nasdaq”)

under the symbol “CYAB.” Upon completion of the Business Combination, the Company became the parent company of Cyabra and

Cyabra became a wholly owned subsidiary of the Company.

February 18, 2026, Trailblazer held a special meeting of its stockholders (the “Special Meeting”) in connection with the

Business Combination. At the Special Meeting, the Trailblazer stockholders voted to approve the Business Combination with Cyabra and

the other related proposals.

the effective time of the Parent Merger, (i) each then issued and outstanding share of Trailblazer Class A Common Stock, par value $0.0001

per share (the “Trailblazer Class A Common Stock”), converted automatically into one share of Common Stock, and (ii) each

then issued and outstanding right to acquire one tenth of one share of Trailblazer Class A Common Stock converted automatically into

one tenth of one share of Common Stock. The one share of Trailblazer Class B Common Stock, par value $0.0001 per share (together with

the Trailblazer Class A Common Stock, the “Trailblazer Common Stock”), issued and outstanding was automatically canceled

at the time of the Parent Merger.

At the effective time of the Acquisition Merger (the “Effective

Time”), (i) each Cyabra ordinary share, NIS 0.01 par value per share (the “Cyabra Ordinary Shares”), issued and outstanding

immediately prior to the Effective Time, converted into a number of shares of Common Stock equal to the quotient obtained by dividing

$106,000,000, the aggregate merger consideration, by the outstanding Cyabra Ordinary Shares, on a fully diluted basis (the “Conversion

Ratio”), (ii) each Cyabra preferred share issued and outstanding immediately prior to the Effective Time (other than the Series

B Preferred Shares of Cyabra (the “Cyabra Series B Shares”) issued to the holders upon conversion of the 2024 Convertible

Notes (as defined below)) converted into the right to receive a number of shares of Common Stock equal to (A) the Conversion Ratio multiplied

by (B) the number of Cyabra Ordinary Shares issuable upon conversion of such Cyabra preferred shares as of immediately prior to the Effective

Time, (iii) each option (whether vested or unvested) to purchase Cyabra Ordinary Shares or Cyabra preferred shares granted, and that remained

outstanding under the Cyabra Strategy Ltd. 2020 Share Option Plan (the “2020 Plan”) was exchanged for an equivalent award

under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan (the “2026 Plan”), as set forth in the Merger Agreement, (iv) each

Cyabra convertible note was (A) treated in accordance with the terms of the relevant agreements governing such Cyabra convertible notes

and (B) converted into Cyabra preferred shares or Cyabra Ordinary Shares, as applicable, and (v) each Cyabra warrant was treated in accordance

with the terms of the relevant agreements governing such Cyabra warrants, provided that any Cyabra warrants not so converted were assumed

by Holdings. Contemporaneously with the execution of, and as a condition and an inducement to Trailblazer and Cyabra, entering into the

Merger Agreement, Alpha Capital Anstalt, a Liechtenstein Anstalt (“Alpha”), an affiliate of Trailblazer Sponsor Group, LLC,

a Delaware limited liability corporation (the “Sponsor”), provided Cyabra with a loan in an aggregate amount of $3.4 million

in the form of convertible promissory notes (collectively, the “2024 Convertible Notes”). Cyabra subsequently raised an additional

$2.6 million (for a total of $6.0 million) from additional purchasers pursuant to the terms of the 2024 Convertible Notes. On

February 28, 2025, Alpha provided Cyabra with a loan in an aggregate amount of $1.0 million in the form of a promissory note

(the “2025 Note”). On December 11, 2025, the 2025 Note was amended such that the terms of the 2024 Convertible Notes

applied to the 2025 Note. Immediately prior to the Closing, the 2024 Convertible Notes (including the 2025 Note) converted into Cyabra

Series B Shares. Each holder of Cyabra Series B Shares received in consideration for the transfer of all of its Cyabra Series B Shares

to Holdings pursuant to the Merger Agreement (the “Preferred B Merger Consideration”), at such holder’s option, either

(1) shares of Common Stock or (2) a number of shares of Series A Convertible Preferred Stock of Holdings, par value $0.0001 per share

(“Holdings Series A Preferred Stock”), equal to the quotient obtained by dividing (x) the amount obtained by multiplying (i)

such holder’s Cyabra Series B Shares and (ii) the original issue price of such Cyabra Series B Shares by (y) 1,000. Pursuant to

the Merger Agreement, the holders of Cyabra Series B Shares received 1,356,459 shares of Common Stock and 3,061 shares of Holdings Series

A Preferred Stock. Each share of Holdings Series A Preferred Stock issued as Preferred B Merger Consideration (i) has a conversion price

equal to the product of the conversion price of the Cyabra Series B Shares multiplied by 1 divided by the Conversion Ratio, or $3.5357,

and (ii) has a stated value of $1,000. For a description of the terms of the Holdings Series A Preferred Stock, see Item 3.03 of this

Current Report.

Pursuant to the Merger Agreement, upon the Closing, Dan Brahmy, Yossef

Daar and Ido Shraga (the “Key Employees”) were granted an aggregate of 400,000 fully vested restricted stock units (“RSUs”)

pursuant to the 2026 Plan. Mr. Daar’s and Mr. Shraga’s grants will be effective 30 days after the 2026 Israeli Sub-Plan to

the 2026 Plan is filed with the Israel Tax Authority.

On December 18,

2025 and February 5, 2026, Holdings entered into subscription agreements with certain investors (the “PIPE Investors”)

providing for (i) aggregate investments in the amount of $8,000,000 in Holdings Series B Preferred Stock, par value $0.0001 per

share (the “Holdings Series B Preferred Stock”), with a stated value of $1,000, for each PIPE Investor equal to such

investor’s subscription amount, and (ii) warrants to purchase up to a number of shares of Common Stock equal to 50% of such

investor’s Conversion Shares (as defined below), with an exercise price of $11.50 subject to adjustment (the “PIPE

Warrants”), in private placements that closed concurrently with the Closing (the “PIPE Investments”). On

July 16, 2025, August 7, 2025 and August 22, 2025, Alpha provided Cyabra with loans in the aggregate amount of

$2.5 million in the form of promissory notes (the “2025 Bridge Notes”). The 2025 Bridge Notes became due upon the

consummation of the PIPE Investments. Upon the closing of the PIPE Investments, the 2025 Bridge Notes were assigned to Holdings and

automatically exchanged for shares of Holdings Series B Preferred Stock in the PIPE Investments. For a description of the terms of

the Holdings Series B Preferred Stock, see Item 3.03 of this Current Report. The PIPE Warrants are immediately exercisable and have

a term of exercise equal to one year from the date of issuance. The number of shares of Common Stock issuable upon exercise of a

PIPE Warrant and the exercise price thereof are subject to customary adjustments in the event of stock dividends, stock splits,

reverse stock splits, combinations, reclassifications or other transactions outlined in the PIPE Warrants. The exercise price of the

PIPE Warrants will also be subject to adjustments for certain issuances of Common Stock or Common Stock equivalents at an effective

price per share below the then current exercise price, subject to a floor price of 20% of the Nasdaq “Minimum Price” on

the Effective Date, or $1.46, with exceptions for exempt issuances. The PIPE Investments closed on March 27, 2026, and the Company

issued 8,000 shares of Holdings Series B Preferred Stock and PIPE Warrants to purchase 400,000 shares of Common Stock in exchange

for $5.5 million in cash and the extinguishment of the 2025 Bridge Notes and their accrued interest. $2.8 million of the proceeds of

the PIPE Investments were used to pay down the outstanding amounts due under the 2025 Promissory Notes, December 2025 Promissory

Note, January 2026 Promissory Note and March 2026 Second Promissory Note (each as defined below) and their accrued interest.

On October 1, 2025,

October 6, 2025, November 7, 2025 and November 20, 2025, Alpha provided Cyabra with loans in the aggregate amount of

$1.8 million in the form of promissory notes (the “2025 Promissory Notes”). The 2025 Promissory Notes become due upon

the earlier of (i) the date of the consummation of the Business Combination or (ii) March 30, 2026. Cyabra shall

prepay the 2025 Promissory Notes with 50% of all gross revenue of Cyabra or proceeds of any financing net of any reseller or broker

fees, within ten (10) business days of receipt of any such funds, until the 2025 Promissory Notes have been repaid in full.

Immediately prior to the Closing of the Business Combination, the accrued interest on the 2025 Promissory Notes amounted to $78,000.

The 2025 Promissory Notes accrued interest at a rate of 10% per annum. Upon the Closing of the Business Combination, the 2025 Promissory Notes were repaid in

full.

On December 29, 2025,

Alpha provided Cyabra with a loan in the aggregate amount of $400,000 in the form of a promissory note (the “December 2025

Promissory Note”). The December 2025 Promissory Note became due on January 12, 2026. Cyabra shall prepay the December 2025

Promissory Note with 50% of all gross revenue of Cyabra or proceeds of any financing net of any reseller or broker fees, within ten (10) business

days of receipt of any such funds, until the December 2025 Promissory Note has been repaid in full. Immediately prior to the Closing

of the Business Combination, the accrued interest on the December 2025 Promissory Note amounted to $10,000. The December 2025 Promissory

Note accrued interest at a rate of 10% per annum. Upon the Closing of the Business Combination, the December 2025 Promissory Note was

repaid in full.

On January 8, 2026, Alpha

provided Cyabra with a loan in the aggregate amount of $200,000 in the form of a promissory note (the “January 2026 Promissory

Note”). The January 2026 Promissory Note becomes due upon the earlier of (i) the date of the consummation of the Business

Combination or (ii) January 22, 2026. Cyabra shall prepay the January 2026 Promissory Note with 50% of all gross revenue

of Cyabra or proceeds of any financing net of any reseller or broker fees, within ten (10) business days of receipt of any such funds,

until the January 2026 Promissory Note has been repaid in full. Immediately prior to the Closing of the Business Combination, the

accrued interest on the January 2026 Promissory Note amounted to $4,000. The January 2026 Promissory Note accrued interest at a rate of

10% per annum. Upon the Closing of the Business Combination, the January 2026 Promissory Note was repaid in full.

On February 5, 2026, Alpha

provided Cyabra with a loan in the aggregate amount of $1.0 million in the form of a promissory note (the “February 2026 Promissory

Note”). The February 2026 Promissory Note becomes due upon the earlier of (i) the date of the consummation of the Business Combination

or (ii) February 18, 2026. Cyabra shall prepay the February 2026 Promissory Note with 50% of all gross revenue of Cyabra or proceeds

of any financing net of any reseller or broker fees, within ten (10) business days of receipt of any such funds, until the February 2026

Promissory Note has been repaid in full. Immediately prior to the Closing of the Business Combination, the accrued interest on the February

2026 Promissory Note amounted to $14,000. The February 2026 Promissory Note accrued interest at a rate of 10% per annum. Upon the Closing

of the Business Combination, the February 2026 Promissory Note remained outstanding.

On March 9, 2026, Alpha

provided Cyabra with a loan in the aggregate amount of $450,000 in the form of a promissory note (the “March 2026 Promissory Note”).

The March 2026 Promissory Note becomes due upon the earlier of (i) the date of the consummation of the Business Combination or (ii) March 19,

2026. Cyabra shall prepay the March 2026 Promissory Note with 50% of all gross revenue of Cyabra or proceeds of any financing net of any

reseller or broker fees, within ten (10) business days of receipt of any such funds, until the March 2026 Promissory Note has been repaid

in full. Immediately prior to the Closing of the Business Combination, the accrued interest on the March 2026 Promissory Note amounted

to $2,000. The March 2026 Promissory Note accrued interest at a rate of 10% per annum. Upon the Closing of the Business Combination, the

March 2026 Promissory Note remained outstanding.

On March 13, 2026, Alpha

provided Cyabra with a loan in the aggregate amount of $350,000 in the form of a promissory note (the “March 2026 Second Promissory

Note”). The March 2026 Second Promissory Note becomes due upon the earlier of (i) the date of the consummation of the Business Combination

or (ii) March 27, 2026. Cyabra shall prepay the March 2026 Second Promissory Note with 50% of all gross revenue of Cyabra or proceeds

of any financing net of any reseller or broker fees, within ten (10) business days of receipt of any such funds, until the March 2026

Second Promissory Note has been repaid in full. Immediately prior to the Closing of the Business Combination, the accrued interest on

the March 2026 Second Promissory Note amounted to $1,000. The March 2026 Second Promissory Note accrued interest at a rate of 10% per

annum. Upon the Closing of the Business Combination, the March 2026 Second Promissory Note was repaid in full.

In addition, upon the Closing, the Second Amended and Restated Promissory

Note from Trailblazer to the Sponsor (as amended on September 30, 2025, November 24, 2025, December 4, 2025, January 14, 2026 and

February 11, 2026, the “Sponsor Note”) in the principal amount of $5.33 million 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 automatically converted into shares of Holdings Series B Preferred Stock with an aggregate stated value equal to 100% of the outstanding

principal amount, or 5,330 shares of Holdings Series B Preferred Stock, and (b) the remaining 200% of the outstanding principal balance

automatically converted into Holdings Series C Preferred Stock, par value $0.0001 per share (the “Holdings Series C Preferred Stock”),

with a total stated value equal to 200% of the outstanding principal amount, or 10,660 shares of Holdings Series C Preferred Stock. For

a description of the terms of the Holdings Series C Preferred Stock, see Item 3.03 of this Current Report.

Pursuant to a letter agreement dated October 28, 2025, by and

among Trailblazer, Holdings, Cyabra, LifeSci Capital LLC (“LifeSci”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”

and together with LifeSci, the “Underwriters”), at the Effective Time, Holdings issued to the Underwriters 207,000 shares

(the “Underwriter Shares”) of Common Stock in lieu of the payment in cash of certain deferred underwriting commissions owed

to the Underwriters in connection with Trailblazer’s initial public offering (the “IPO”).

Additionally, pursuant to a letter agreement dated October 28,

2025, by and among Holdings, Cyabra and LifeSci, Cyabra agreed to engage LifeSci to provide general financial advisory and investment

banking services to Cyabra in exchange for (A) the issuance of Cyabra Ordinary Shares which converted into 105,000 shares of

Common Stock at the Closing and (B) an advisory fee of $1,050,000 (the “LifeSci Advisory Fee”). The LifeSci Advisory

Fee will convert into shares of Common Stock ninety (90) days after the Closing based upon the five (5) day volume weighted average

price (the “VWAP”) at such time; provided, however, that in no event will the conversion price per share be less than the

“Minimum Price” as defined in Nasdaq Listing Rule 5635(d) on the date of issuance; provided further, however, that in no event

will the conversion price per share be less than $4.00 (collectively, the “LifeSci Advisor Shares”).

Pursuant to a letter agreement dated October 28, 2025, by and among

Holdings, Cyabra and Ladenburg, Cyabra agreed to engage Ladenburg to provide general financial advisory and investment banking services

to Cyabra in exchange for an advisory fee of $1,050,000 (the “Ladenburg Advisory Fee”). The Ladenburg Advisory Fee will convert

into shares of Common Stock ninety (90) days after the Closing based upon the five (5) day VWAP at such time; provided, however,

that in no event will the conversion price per share be less than the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d) on

the date of issuance; provided further, however, that in no event will the conversion price per share be less than $4.00 (collectively,

the “Ladenburg Advisor Shares”).

Additionally, in connection with the Business Combination, on December 18,

2025, Trailblazer, Holdings and Cyabra entered into a subscription agreement with Loeb & Loeb LLP (“Loeb”), pursuant

to which Cyabra issued to Loeb 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. Immediately prior to Closing, the Loeb Note automatically converted into Cyabra

Ordinary Shares and, upon the Closing, such Cyabra Ordinary Shares automatically converted into 1,000,000 shares of Common Stock

(the “Loeb Shares”). From and after the Closing, Loeb has 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. In consideration of Loeb’s

agreement to enter into the note issuance agreement, Loeb has 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, Loeb shall surrender to Holdings any unsold

Loeb Shares.

In connection with the Business Combination, on December 18, 2025,

Trailblazer, Holdings and Cyabra entered into a subscription agreement with Lowenstein Sandler LLP (“Lowenstein”), pursuant

to which Cyabra issued to Lowenstein a convertible promissory note (the “Lowenstein Note”) in payment for certain legal fees

and expenses due and owing by Cyabra to Lowenstein through the Closing. Immediately prior to Closing, the Lowenstein Note automatically

converted into Cyabra Ordinary Shares and, upon the Closing, such Cyabra Ordinary Shares were automatically converted into 1,000,000 shares

of Common Stock (the “Lowenstein Shares”). From and after the Closing, Lowenstein has 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. In consideration of Lowenstein’s agreement to enter into the note issuance agreement, Lowenstein has 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.

Immediately after giving effect

to the Business Combination and the transactions contemplated by the Merger Agreement, there were 13,814,167, 3,061, 13,330 and 10,660

issued and outstanding shares of Common Stock, Holdings Series A Preferred Stock, Holdings Series B Preferred Stock and Holdings Series

C Preferred Stock, respectively. The per share redemption price of approximately $11.97 for holders of Trailblazer Class A Common Stock

electing redemption was paid out of Trailblazer’s trust account, which after taking into account the redemption, had a balance immediately

prior to the Closing of approximately $1.5 million.

addition to the base merger consideration, Cyabra shareholders and holders of Cyabra options may also receive up to an aggregate of 3,000,000 shares

of Common Stock in three equal installments upon occurrence of the following triggering events:

From

and after the period commencing on the six-month anniversary of the Closing until December 31, 2026 (the “First Calculation

Period”), in the event that over any 20 consecutive trading days within any 30-trading day period during the First Calculation

Period the daily VWAP of the shares of Common Stock is greater than or equal to $15.00 per share (the “First Earnout Event”),

promptly after the occurrence of the First Earnout Event, the persons that were Cyabra securityholders immediately prior to the Effective

Time (the “Earnout Securityholders”) shall be entitled to receive their pro rata portion of one third of 3,000,000 shares

of Common Stock (the “Incentive Merger Consideration”) as additional consideration for the Business Combination.

From

and after the six-month anniversary of the Closing until December 31, 2027 (the “Second Calculation Period”), in the

event that over any 20 trading days within any 30-trading day period during the Second Calculation Period the daily VWAP of

the shares of Common Stock is greater than or equal to $20.00 per share (the “Second Earnout Event”), promptly after the

occurrence of the Second Earnout Event, the Earnout Securityholders shall be entitled to receive their pro rata portion of an additional

one third of the Incentive Merger Consideration as additional consideration for the Business Combination.

From

and after the six-month anniversary of the Closing until December 31, 2029 (the “Third Calculation Period”), in the

event that over any 20 trading days within any 30-trading day period during the Third Calculation Period the daily VWAP of

the shares of Common Stock is greater than or equal to $25.00 per share (the “Third Earnout Event”), promptly after the occurrence

of the Third Earnout Event, the Earnout Securityholders shall be entitled to receive their pro rata portion of the final one third of

the Incentive Merger Consideration as additional consideration for the Business Combination.

The

foregoing description of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety

by the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Unless

context otherwise requires, “we,” “us,” “our” and the

“Company” refer to Cyabra, Inc. following the Closing. Certain terms used in this Current Report on Form 8-K (this “Current

Report”), but not defined herein, have the same meaning as set forth in the final proxy statement/prospectus filed by Holdings

with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(3) (File No. 333-283153) on January 21, 2026

(the “Proxy Statement/Prospectus”).

Item

1.01. Entry into a Material Definitive Agreement.

Indemnification

Agreements

On March 27, 2026, in connection with the consummation of the Business

Combination, the Company entered into separate indemnification agreements with each of its directors and executive officers. These indemnification

agreements provide the Company’s directors and executive officers with contractual rights to indemnification and the advancement

of certain expenses incurred by each such director or executive officer in any action or proceeding arising out of his or her services

as one of the Company’s directors or executive officers.

The

foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the full

text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.18 and is incorporated herein by reference.

Registration

Rights Agreement

On March 27, 2026, in connection with the consummation of the Business

Combination and as contemplated by the Merger Agreement, the Company entered into a registration rights agreement (the “Registration

Rights Agreement”) with Sponsor and other parties thereto (the “Subject Parties”) pursuant to which, among other things,

the Company agreed to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”),

certain shares of Common Stock that are held by the Subject Parties. On January 29, 2026, and as further amended on March 23, 2026, the

Company filed a Form S-1 registration statement registering such shares and, on March 27, 2026, such registration statement was declared

effective by the SEC. The material terms of the Registration Rights Agreement are described on page 26 of the Proxy Statement/Prospectus

in the section entitled “Certain Related Agreements–Registration Rights Agreement.”

The

foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full

text of the Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.19 and is incorporated herein by reference.

Lock-Up Agreements

In connection with the Closing, on March 27, 2026, certain Cyabra securityholders

entered into Lock-Up Agreements with the Company pursuant to which each securityholder agreed to be subject to a lock-up, restricting

the sale, transfer or other disposition of shares of Common Stock held by it for a period of nine months from the Closing in accordance

with the terms and conditions more fully set forth in the form of Lock-Up Agreement, a copy of which is filed herewith as Exhibit

10.3 and is incorporated herein by reference.

Also in connection with the Closing, on March 27, 2026, Sponsor entered

into a Lock-Up Agreement with the Company, pursuant to which the shares of Common Stock held by Sponsor became subject to a lock-up, restricting

the sale, transfer or other disposition of such shares of Common Stock for a period of six months from the Closing in accordance with

the terms and conditions more fully set forth in the Lock-Up Agreement, a copy of which is filed herewith as Exhibit 10.36 and is incorporated

herein by reference.

Item

2.01. Completion of Acquisition or Disposition of Assets.

Reference

is made to the disclosure described in the section of the Proxy Statement/Prospectus entitled “Proposal 1: The Merger Proposal-The

Merger Agreement,” on page 109 of the Proxy Statement/Prospectus and in the section of this Current Report entitled “Introductory

Note” which are incorporated herein by reference.

FORM

10 INFORMATION

Item

2.01(f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as Trailblazer was immediately before the Business

Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for

registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06

of this Current Report, the Company has ceased to be a shell company. Accordingly, the Company is providing the information below that

would be included in a Form 10 if the Company were to file a Form 10. Please note that the information provided below relates to the

Company as the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context

otherwise requires.

Forward-Looking

Statements

This

Current Report contains statements that are forward-looking and as such are not historical facts. This includes, without limitation,

statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These

statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can

be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such

as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “strive,” “would” and similar expressions may identify forward-looking

statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans,

we are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions

made by and information currently available to, our management.

● expectations

regarding Cyabra’s strategies and future financial performance, including its future business plans or objectives, prospective

performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity,

cash flows and uses of cash, capital expenditures, and Cyabra’s ability to invest in growth initiatives and pursue acquisition

opportunities;

●

the outcome of any legal proceedings that may be instituted against Cyabra following the Closing;

●

the risk that the Closing of the Business Combination disrupts Cyabra’s current operations and future plans;

● the

ability to recognize the anticipated benefits of the Business Combination;

● the

ability to retain key executives;

● limited

liquidity and trading of Cyabra’s securities;

● geopolitical

risk and changes in applicable laws or regulations;

● the

size of the addressable markets for Cyabra’s products and services;

● the

possibility that Cyabra may be adversely affected by other economic, business, and/or competitive

factors;

● the

ability to obtain and/or maintain the listing of the Common Stock on Nasdaq; and

● operational

risk.

caution you that the foregoing list may not contain all of the forward-looking statements made in this Current Report. These forward-looking

statements are only predictions based on our current expectations and projections about future events and are subject to a number of

risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors” and elsewhere

in this Current Report. It is not possible for the management of the Company to predict all risks, nor can we assess the impact of all

factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from

those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking

events and circumstances discussed in this Current Report may not occur, and actual results could differ materially and adversely from

those anticipated or implied in the forward-looking statements in this Current Report.

The

forward-looking statements included in this Current Report are made only as of the date hereof. You should not rely upon forward-looking

statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are

reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the

forward-looking statements will be achieved or occur. We do not undertake any obligation to update publicly any forward-looking statements

for any reason after the date of this Current Report to conform these statements to actual results or to changes in expectations, except

as required by law. You should read this Current Report and the documents that have been filed as exhibits hereto with the understanding

that the actual future results, levels of activity, performance, events and circumstances of the Company may be materially different

from what is expected.

Business

Reference

is made to the disclosure contained in the Proxy Statement/Prospectus in the section entitled “Information About Cyabra”

beginning on page 182 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Risk

Factors

Reference

is made to the section of the Proxy Statement/Prospectus entitled “Risk Factors – Risks Related to Cyabra,”

beginning on page 44 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Risks

Relating to the Ownership of the Common Stock

The

price of the Common Stock may be volatile.

Any

of the factors listed below could have a material adverse effect on your investment in our Common Stock and the Common Stock may trade

at prices significantly below the price you paid for them. In such circumstances, the trading price of our Common Stock may not recover

and may experience a further decline.

Factors

affecting the trading price of the Common Stock may include:

● actual

or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar

to us;

● changes

in the market’s expectations about the Company’s operating results;

● success

of competitors;

● operating

results failing to meet the expectations of securities analysts or investors in a particular period;

● changes

in financial estimates and recommendations by securities analysts concerning the Company or the industry in which the Company operates

in general;

● operating

and stock price performance of other companies that investors deem comparable to the Company;

● ability

to market new and enhanced products and services on a timely basis;

● changes

in laws and regulations affecting our business;

● commencement

of, or involvement in, litigation involving the Company;

● changes

in the Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

● the

volume of shares of Common Stock available for public sale;

● any

major change in the board of directors of the Company (the “Board”) or management;

● sales

of substantial amounts of the Common Stock by our directors, executive officers or significant stockholders or the perception that such

sales could occur; and

● general

economic and political conditions such as recessions, changes in interest rates, changes in fuel prices, international currency fluctuations

and acts of war or terrorism.

Broad

market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock

market in general, and Nasdaq specifically, have experienced extreme volatility that has often been unrelated to the operating performance

of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which it

was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to

the Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline

in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain

additional financing in the future.

Following

the Business Combination, a portion of the Company’s total outstanding shares of Common Stock will be restricted from immediate

resale but may be sold into the market shortly thereafter. This could cause the market price of the Common Stock to drop significantly,

even if the Company’s business is doing well.

connection with the Business Combination, certain of Cyabra’s stockholders, including certain officers and directors, entered into

lock-up agreements with the Company, restricting the transfer of Common Stock, any shares of Common Stock issuable upon the exercise

or settlement, as applicable, of options issued under the 2026 Plan in substitution of stock options granted under the 2020 Plan that

were held by such persons immediately after the Effective Time (the “Replacement Options”), and any other securities convertible

into or exercisable or exchangeable for Common Stock held by such persons immediately after the Effective Time, from and after the Closing.

The remaining stockholders not subject to a lock-up agreement may sell a substantial number of shares of Common Stock in the public

market at any time. If the Company’s stockholders sell, or the market perceives that the Company’s stockholders intend to

sell, substantial amounts of Common Stock in the public market following the Business Combination, the market price of the Common Stock

could decline significantly.

Additionally,

certain stockholders of the Company will have rights, subject to some conditions, to require the Company to file one or more registration

statements covering their shares or to include such shares in registration statements that the Company may file for itself or other stockholders.

These shares and their resales, once registered, could be freely sold in the public market. If these additional shares are sold, or if

it is perceived that they will be sold, in the public market, the trading price of Common Stock could decline.

On January 29, 2026, and as

further amended on March 23, 2026, the Company filed a Form S-1 registration statement to register 14,042,892 shares of Common Stock (of

which 400,000 shares are underlying warrants, 487,257 shares are underlying options, 6,111,372 shares are underlying preferred stock and

400,000 shares are underlying RSUs) for resale and, on March 27, 2026, such registration statement was declared effective by the SEC.

Of such shares, 8,393,673 became freely tradeable upon effectiveness, 2,158,949 will become freely tradeable after six months and 3,490,270

will become freely tradeable after nine months.

Future

resales of Common Stock after the consummation of the Business Combination may cause the market price of the Common Stock to drop significantly,

even if the Company’s business is doing well.

Following

consummation of the Business Combination and subject to certain exceptions, the Sponsor, Trailblazer’s directors, and Cyabra are

contractually restricted from selling or transferring most of their shares of Common Stock. The aforementioned stockholders will have

trading restrictions beginning at Closing and ending six months after the Closing, with respect to the shares of Trailblazer Class

A Common Stock held by Sponsor and Trailblazer’s directors since May 2022, and nine months after the Closing with respect

to Cyabra equity holders. Following the expiration of such lockups, the stockholders will not be restricted from selling shares of Common

Stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of Common Stock in the

public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend

to sell shares, could have the effect of increasing the volatility in the market price for the Common Stock or the market price of the

Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell

them.

Upon completion of the Business

Combination, the stockholders subject to the lock-up collectively beneficially owned approximately 62% of the outstanding shares of Common

Stock.

The

Company’s management team has minimal experience managing a public company.

Members

of the Company management team have minimal experience managing a publicly traded company, interacting with public company investors,

and complying with the increasingly complex laws pertaining to public companies. The Company management team may not successfully or

efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations

under the federal securities laws and the continuous scrutiny of securities analysts and investors.

The

Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder

activism, which could cause the Company to incur significant expense, hinder execution of business and growth strategy and impact its

stock price.

the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has

often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been

increasing recently. Volatility in the stock price of Common Stock or other reasons may in the future cause it to become the target of

securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could

result in substantial costs and divert management’s and board of directors’ attention and resources from the Company’s

business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to the Company’s

future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel.

Also, the Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist

stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events,

risks and uncertainties of any securities litigation and stockholder activism.

The

Company is deemed to be an “emerging growth company” and, as a result of the reduced disclosure and governance requirements

applicable to emerging growth companies, the Common Stock may be less attractive to investors.

The

Company qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified

by the JOBS Act, as of the Closing of the Business Combination. As such, the Company is eligible for and intends to take advantage of

certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for

as long as it continues to be an emerging growth company, including, but not limited to, (a) not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”), (b) reduced disclosure

obligations regarding executive compensation in the Company’s periodic reports and proxy statements and (c) exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved. As a result, the Company’s stockholders may not have access to certain information they may deem important.

The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market

value of shares of the Common Stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal

year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during

such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt

in the prior three-year period or (iv) December 31, 2028, which is the last day of the fiscal year following the

fifth anniversary of the date of the first sale of Trailblazer Common Stock in the IPO. We cannot predict whether investors will

find the Company’s securities less attractive because it relies on these exemptions. If some investors find the Company’s

securities less attractive as a result of its reliance on these exemptions, the trading prices of the Common Stock may be lower than

they otherwise would be, there may be a less active trading market for the Common Stock and the trading prices of the Common Stock may

be more volatile.

The

Company is also deemed a smaller reporting company, and even if the Company no longer qualifies as an “emerging growth company”,

any decision on the Company’s part to comply only with certain reduced disclosure and governance requirements applicable to smaller

reporting companies could make the Common Stock less attractive to investors.

addition to qualifying as an “emerging growth company”, the Company is deemed to be a “smaller reporting company”

under the federal securities laws. For as long as the Company continues to be a smaller reporting company, it may choose to take advantage

of exemptions from various reporting requirements applicable to public companies that are not available to companies that are not smaller

reporting companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section

404, reduced financial disclosure obligations and reduced disclosure obligations regarding executive compensation in the Company’s

periodic reports and proxy statements. The Company will continue to be a smaller reporting company as long it has a public float (determined

as of the end of its second fiscal quarter) of less than $250 million or has annual revenues of less than $100 million as of

the last fiscal year for which it has audited financial statements and a public float of less than $700 million. We cannot predict

whether investors will find the Common Stock less attractive because it relies on these exemptions. If some investors find the Common

Stock less attractive as a result of its reliance on these exemptions, the trading prices of the Common Stock may be lower than they

otherwise would be, there may be a less active trading market for the Common Stock and the trading prices of the Common Stock may be

more volatile.

we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial

statements could be impaired, investors may lose confidence in our financial reporting and the trading price of the Common Stock may

decline.

Effective

internal controls over financial reporting are necessary for the Company to provide reliable financial reports and, together with adequate

disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties

encountered in their implementation could cause the Company to fail to meet its reporting obligations. In addition, any testing by the

Company conducted in connection with Section 404 or any subsequent testing by the Company’s independent registered public

accounting firm, may reveal deficiencies in the Company’s internal controls over financial reporting that are deemed to be material

weaknesses or that may require prospective or retroactive changes to the Company’s financial statements or identify other areas

for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in the Company’s

reported financial information, which could have a negative effect on the trading price of the Common Stock.

For

as long as the Company is an emerging growth company, its independent registered public accounting firm will not be required to attest

to the effectiveness of its internal controls over financial reporting pursuant to Section 404. An independent assessment of the

effectiveness of the Company’s internal controls over financial reporting could detect problems that the Company’s management’s

assessment might not detect. Undetected material weaknesses in the Company’s internal controls over financial reporting could lead

to restatements of the Company’s consolidated financial statements and require the Company to incur the expense of remediation.

the Company is not able to comply with the requirements of Section 404 in a timely manner or it is unable to maintain proper and

effective internal controls over financial reporting may not be able to produce timely and accurate consolidated financial statements.

As a result, the Company’s investors could lose confidence in its reported financial information, the market price of the Common

Stock could decline and the Company could be subject to sanctions or investigations by the SEC or other regulatory authorities.

securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or

downgrade our Common Stock, the price of our Common Stock could decline.

The

trading market for our Common Stock will depend in part on the research and reports that third-party securities analysts publish

about us and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease

coverage of us, the price and trading volume of our Common Stock would likely be negatively impacted. If any of the analysts that may

cover us change their recommendation regarding our Common Stock adversely, or provide more favorable relative recommendations about our

competitors, the price of our Common Stock would likely decline. If any analyst that may cover us ceases covering us or fails to regularly

publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our Common

Stock to decline. Moreover, if one or more of the analysts who cover us downgrades our Common Stock, or if our reporting results do not

meet their expectations, the market price of our Common Stock could decline.

active market for the Common Stock may not develop, which would adversely affect the liquidity and price of the Common Stock.

The

price of the Common Stock may vary significantly due to factors specific to general market or economic conditions. Furthermore, an active

trading market for the Common Stock may never develop or, if developed, it may not be sustained. You may be unable to sell your Common

Stock unless a market can be established and sustained.

Insiders

will continue to have substantial influence over the Company after the Closing, which could limit your ability to affect the outcome

of key transactions, including a change of control.

Upon the Closing, the Company’s

executive officers, directors, and their affiliates beneficially owned approximately 20.6% of the Common Stock outstanding.

a result, these stockholders, if they act together, will be able to influence the Company’s management and affairs and all matters

requiring stockholder approval, including the election of directors, amendments of the Company’s organizational documents, and

approval of significant corporate transactions. They may also have interests that differ from yours and may vote in a way with which

you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing,

or deterring a change in control of the Company and might affect the market price of the Common Stock.

Following

consummation of the Business Combination, the Company became a holding company and its only significant asset is its ownership interest

in Cyabra and such ownership may not be sufficient to pay dividends or make distributions or loans to enable it to pay any dividends

on the Common Stock or satisfy the Company’s other financial obligations, including taxes.

Following

consummation of the Business Combination, the Company became a holding company with no material assets other than its ownership of Cyabra.

As a result, the Company will have no independent means of generating revenue or cash flow. The Company’s ability to pay taxes

and pay dividends will depend on the financial results and cash flows of Cyabra and its subsidiaries and the distributions it receives

from Cyabra. Deterioration in the financial condition, earnings or cash flow of Cyabra and its subsidiaries for any reason could limit

or impair Cyabra’s ability to pay such distributions. Additionally, to the extent that the Company needs funds and Cyabra and/or

any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing

arrangements, or Cyabra is otherwise unable to provide such funds, it could materially adversely affect the Company’s liquidity

and financial condition.

Dividends

on the Common Stock, if any, will be paid at the discretion of the Board, which will consider, among other things, the Company’s

business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations

on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict the Company’s ability

to pay dividends or make other distributions to its stockholders. In addition, the Company is generally prohibited under Delaware law

from making a distribution to stockholders to the extent that, at the time of the distribution, after giving effect to the distribution,

liabilities of the Company (with certain exceptions) exceed the fair value of its assets. If Cyabra does not have sufficient funds to

make distributions, the Company’s ability to declare and pay cash dividends may also be restricted or impaired.

Future

sales, or the perception of future sales, of our Common Stock by us or our existing stockholders in the public market could cause the

market price for our Common Stock to decline.

The

sale of substantial amounts of shares of our Common Stock in the public market, or the perception that such sales could occur, could

harm the prevailing market price of shares of our Common Stock. These sales, or the possibility that these sales may occur, also might

make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of the Business

Combination, we had on a fully diluted basis a total of 22,352,286 shares of Common Stock outstanding, including (i) 13,814,167 of

Common Stock, (ii) 6,534,549 shares of Common Stock underlying shares of preferred stock of the Company, (iii) 1,553,587 shares of Common

Stock underlying awards issued under the 2026 Plan and (iv) 449,983 shares of Common Stock underlying warrants.

Upon

the expiration or waiver of the lock-ups described above, shares held by certain of our stockholders will be eligible for resale,

subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144. As restrictions on

resale end, the market price of shares of our Common Stock could drop significantly if the holders of these shares sell them or are perceived

by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future

offerings of our shares of Common Stock.

Our

Amended and Restated Certificate of Incorporation (the “Charter”) provides that the Court of Chancery of the State of Delaware

is the sole and exclusive forum for substantially all disputes between us and our stockholders and federal district courts will be the

sole and exclusive forum for Securities Act claims, which could limit our stockholders’ ability to obtain a favorable judicial

forum for disputes with us or our directors, officers, or employees.

The

Charter provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware will

be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting

a claim of breach of fiduciary duty owed by any of our current or former directors, officers, or other employees to us or to our stockholders;

(iii) any action asserting a claim arising pursuant to the Delaware General Corporation Law (the “DGCL”), the Charter

or our Amended and Restated Bylaws (the “Bylaws”) or as to which the DGCL confers exclusive jurisdiction on the Court of

Chancery of the State of Delaware; or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of

the State of Delaware, provided that the exclusive forum provisions will not apply to suits brought to enforce any liability or duty

created by the Exchange Act or to any claim for which the federal courts have exclusive jurisdiction. Our Charter further provides

that, unless we consent in writing to the selection of an alternative forum, the federal district courts are the sole and exclusive forum

for the resolution of any complaint asserting a right under the Securities Act, subject to a final adjudication in the State of Delaware

of the enforceability of such exclusive forum provision. We note that investors cannot waive compliance with the federal securities laws

and the rules and regulations thereunder. The choice of forum provisions may limit a stockholder’s ability to bring a claim in

a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such

lawsuits against us and our directors, officers, and other employees. Further, the choice of forum provisions may result in increased

costs for a stockholder to bring a claim. Alternatively, if a court were to find the choice of forum provisions contained in our Charter

to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions,

which could harm our business, results of operations, and financial condition.

Provisions

in the Charter and Bylaws regarding exculpation and indemnification of our directors and officers may result in substantial expenditures

by us and may discourage lawsuits against our directors and officers.

The

Charter and Bylaws, to the maximum extent permissible under Delaware law, eliminates the personal liability of our directors and officers

to us and our stockholders for damages for breach of fiduciary duty. These provisions may discourage us, or our stockholders through

derivative litigation, from bringing a lawsuit against any of our current or former directors or officers for any breaches of their fiduciary

duties, even if such legal actions, if successful, might benefit us or our stockholders. In addition, the Charter and Bylaws provides

that we will, to the fullest extent permitted by Delaware law, indemnify our directors and officers for costs or damages incurred by

them in connection with any threatened, pending, or completed action, suit, or proceeding brought against them by reason of their positions

as directors and officers. Although we expect to purchase directors’ and officers’ insurance, these indemnification obligations

could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against our directors or officers.

Financial

Information

Reference

is made to the disclosure set forth in Item 9.01 of this Current Report concerning the financial information of Cyabra, and certain unaudited

pro forma financial information of Cyabra and Trailblazer combined, and is incorporated herein by reference.

Management’s

discussion and analysis of financial condition and results of operations of Cyabra for the year ended December 31, 2025, prior to, and

not reflecting the result of, the consummation of the Business Combination, is set forth below.

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Results

of Operations

Comparison

of the year ended December 31, 2025 to the year ended December 31, 2024

The following table summarizes Cyabra’s results of operations

for the year ended December 31, 2025 and 2024:

Year Ended December 31,

2025

2024

USD Thousands

Revenues

5,707

4,155

Cost of revenues

866

782

Gross profit

4,841

3,373

Operating costs and expenses

Research and development expenses

6,894

4,653

Sales and marketing expenses

5,696

3,316

General and administrative expenses

4,221

4,602

Total operating loss

11,970

9,198

Financing expenses, net

828

6,398

Loss before taxes on income

(12,798 )

(15,596 )

Taxes on Income

Net loss for the year

(12,819 )

(15,610 )

Revenues

for the year ended December 31, 2025 were approximately $5.7 million, an increase of approximately $1.6 million, or 37%,

compared to approximately $4.2 million for the year ended December 31, 2024. New customers using Cyabra’s products that

joined during 2025 contributed approximately $1.3 million to the revenues for the year ended December 31, 2025, in addition

to increased revenues recognition from existing customers, which was partially offset by customers that did not renew their contracts

in 2025.

ARR

Cyabra’s

annualized recurring revenues (“ARR”) was approximately $6.1 million as of December 31, 2025, compared to approximately

$6.1 million as of December 31, 2024. While Cyabra’s revenues grew by 37% year-over-year, its ARR remained flat at approximately

$6.1 million. While revenue is recognized over the full term of a customer contract, reflecting the cumulative value of historical

and current engagements throughout the fiscal year, ARR is a point-in-time snapshot of the annualized value of active contracts with

a term of at least 1 year as of December 31, 2025. Consequently, although Cyabra recognized increased revenue from existing and

new customers during 2025, the timing of high-value renewals that shifted into early 2026 prevented a corresponding increase in Cyabra’s

year-end ARR. The year-end ARR level was primarily influenced by the timing of several high-value contract renewals and expansions

that did not finalize prior to the December 31 measurement date. A limited number of high-volume engagements concluded during 2025,

and certain renewals and new agreements shifted into early 2026 due to extended procurement timelines and administrative approval processes,

particularly within Cyabra’s public sector vertical. During 2025, Cyabra observed a temporary lengthening of sales cycles in this

sector as a result of heightened budgetary review and procurement procedures. These factors primarily reflect contract timing and procurement

dynamics rather than attrition of customer relationships. The affected opportunities remain active within Cyabra’s late-stage pipeline,

and management continues active engagement with these customers.

Cost

of Revenues

Cost

of revenues for the year ended December 31, 2025 was approximately $0.9 million, an increase of approximately $0.01 million,

or 11%, compared to approximately $0.8 million for the year ended December 31, 2024. The similar level in cost of revenues,

although the revenues were higher, was primarily due to improved servers costs efficiencies.

Gross

Profit

Gross profit for the year ended December 31, 2025 was approximately

$4.8 million, an increase of approximately $1.5 million, or 44%, compared to approximately $3.4 million for the year ended

December 31, 2024. The increase resulted from an increase in revenues and improved servers costs efficiencies.

Research

and Development Expenses

Research

and development expenses for the year ended December 31, 2025 were approximately $6.9 million, an increase of approximately

$2.2 million, or 48%, compared to approximately $4.7 million for the year ended December 31, 2024. The increase resulted

primarily from an increase in payroll and related personnel expense due to the expansion of Cyabra’s research and development team.

Sales

and Marketing Expenses

Sales

and marketing expenses for the year ended December 31, 2025 were approximately $5.7 million, an increase of approximately $2.4 million,

or 72%, compared to approximately $3.3 million for the year ended December 31, 2024. The increase resulted primarily from an

increase in payroll and related expenses due to an increase in headcount in the sales and marketing teams. Cyabra expects that sales

and marketing expenses will continue to increase in future periods as it continues to add headcount and expand its sales and marketing

efforts.

General

and Administrative Expenses

General

and administrative expenses for the year ended December 31, 2025 were approximately $4.2 million, a decrease of approximately

$0.4 million, or 8%, compared to approximately $4.6 million for the year ended December 31, 2024. The decrease resulted

primarily from a decrease in professional services expenses. Cyabra expects that general and administrative expenses will increase in

future periods as a result of becoming a publicly traded company.

Operating

Loss

Operating

loss for the year ended December 31, 2025 was approximately $12.0 million, an increase of approximately $2.8 million,

or 30%, compared to approximately $9.2 million for the year ended December 31, 2024, primarily as a result of the factors described

above.

Finance

Expense and Income

Finance

expenses for the year ended December 31, 2025 was approximately $0.8 million, a decrease of approximately $5.6 million,

or 87% in the finance expenses, compared to finance expenses of approximately $6.4 million for the year ended December 31,

2024. The decrease resulted primarily from a decrease in expenses from revaluation of financial liabilities measured at fair value.

Total

Loss

Total

loss for the year ended December 31, 2025 was approximately $12.8 million, a decrease of approximately $2.8 million, or

18%, compared to approximately $15.6 million for the year ended December 31, 2024, primarily as a result of the factors described

above.

Liquidity

and Capital Resources

Since

our inception through December 31, 2025, we have funded our operations principally with issuance of Ordinary and Preferred Shares,

as well as receipt of loans. As of December 31, 2025, our cash and cash balance was $0.3 million.

The

table below present our cash flows for the years ended December 31, 2025 and December 31, 2024:

Year ended

December 31,

2025

Year ended

December 31,

2024

USD Thousands

Operating Activities

(8,144 )

(5,196 )

Investing Activities

(54 )

(85 )

Financing Activities

7,597

5,702

Net increase (decrease) in cash

(601 )

421

Operating

Activities

Net

cash used in operating activities was approximately $8.1 million during the year ended December 31, 2025, compared to approximately

$5.2 million during the year ended December 31, 2024. The increase resulted primarily from an increase in the net loss after

effect of non-cash adjustments such as share based payments and revaluation of financial liabilities accounted at fair value.

Investing

Activities

Net

cash used in investing activities was approximately $0.05 million during the year ended December 31, 2025, compared to approximately

$0.08 million during the year ended December 31, 2024. The decrease resulted primarily from a decrease in purchase of fixed

assets.

Financing

Activities

Net

cash provided by financing activities was approximately $7.6 million during the year ended December 31, 2025, compared to approximately

$5.7 million during the year ended December 31, 2024. The increase resulted primarily from receipt of loans and issuance of

preferred shares, net during the year ended December 31, 2025.

Liquidity

and Capital Resources

Cyabra

will need to raise additional capital to support its operations until such time, if any, as it is able to generate sufficient cash to

fund its working capital requirements. Cyabra may not be able to obtain additional financing on acceptable terms, or at all. To the extent

that Cyabra raises additional capital through the future sale of equity or debt, the ownership interest of its shareholders will be diluted,

and the terms of these securities may include liquidation or other preferences that adversely affect the rights of Cyabra’s existing

shareholders. If Cyabra raises additional funds through partnerships or strategic alliances in the future, it may have to relinquish

valuable rights to its technologies, future revenue streams or products or grant licenses on terms that may not be favorable to Cyabra.

Cyabra is unable to raise additional funds when needed, Cyabra may be required to delay, limit, reduce or terminate its product development

or future commercialization efforts.

connection with Cyabra’s assessment of going concern considerations in accordance with the authoritative guidance in Financial

Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management has determined that Cyabra currently lacks the liquidity

it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial

statements are issued as it expects to continue to incur significant costs. There are no assurances however, that Cyabra will be successful

in obtaining the level of financing needed for its operations. If Cyabra 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 Cyabra be unable to continue as a going concern.

Off-Balance

Sheet Arrangements

Cyabra

did not have any off-balance sheet arrangements as of December 31, 2025.

Properties.

Reference

is made to the section of the Proxy Statement/Prospectus entitled “Properties,” on page 190 of the Proxy Statement/Prospectus,

which is incorporated herein by reference.

Security

Ownership of Certain Beneficial Owners and Management.

The

following table sets forth information regarding the beneficial ownership of the shares of Common Stock as of the Closing, after giving

effect to the Business Combination, by:

● each

person known by us to be the beneficial owner of more than 5% of the Common Stock;

● each

person who is an executive officer or director of the Company; and

● all

executive officers and directors of the Company, as a group.

Beneficial

ownership is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security

if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or

“investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the right

to acquire such powers within 60 days.

The beneficial ownership of the shares of Common Stock is calculated

based on 13,814,167 shares of Common Stock outstanding after giving effect to the Business Combination.

Unless

otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities

named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.

Name and Address of Beneficial Owner(1)

Number of

Beneficially

Owned

Directors and Named Executive Officers of the Company

Dan Brahmy(2)

711,548

5.1

Ido Shraga(3)

710,549

5.1

Yossef Daar(4)

710,549

5.1

Michael Pompeo(5)

101,072

Sonny Vu(6)

330,668

2.4

Josette Sheeran(7)

144,387

1.0

Michael Madon(8)

14,436

Yael Sandler(9)

101,071

Emmanuel Heymann(10)

54,147

James Flanagan

—

All Directors and Executive Officers of the Company as a Group (Ten Individuals)

2,878,427

20.6

5%+ Holders

OurCrowd General Partner Limited(11)

1,427,755

10.2

Trailblazer Sponsor Group, LLC(12)

2,158,949

15.6

Alpha Capital Anstalt(13)

1,380,035

9.9

Less

than one percent.

(1)

Unless otherwise noted, the business address of each of the individuals is 13 Gershon Shatz, Tel Aviv, 6997543 Israel.

(2)

Includes (i) 360,968 shares of Common Stock held directly by Mr. Brahmy, (ii) 174,434 shares of Common Stock held by IBI Trust Management in trust for Mr. Brahmy, (iii) 42,146 shares of Common Stock underlying Replacement Options and (iv) 134,000 RSUs held directly by Mr. Brahmy.

(3)

Includes (i) 360,968 shares of Common Stock held directly by Mr. Shraga, (ii) 216,581 shares of Common Stock held by IBI Trust Management in trust for Mr. Shraga and (iii) 133,000 RSUs held directly by Mr. Shraga effective 30 days after the 2026 Israeli Sub-Plan to the 2026 Plan is filed with the Israel Tax Authority.

(4)

Includes (i) 360,968 shares of Common Stock held directly by Mr. Daar, (ii) 216,581 shares of Common Stock held by IBI Trust Management in trust for Mr. Daar and (iii) 133,000 RSUs held directly by Mr. Daar effective 30 days after the 2026 Israeli Sub-Plan to the 2026 Plan is filed with the Israel Tax Authority.

(5)

Consists of Common Stock underlying Replacement Options.

(6)

Includes (i) 27,329 shares of Common Stock held directly by Mr. Vu, (ii) 18,048 shares of Common Stock underlying Replacement Options held directly by Mr. Vu and (iii) 285,291 shares of Common Stock and Common Stock underlying Replacement Options held by FF Alabaster LLC upon which Mr. Vu has voting and dispositive control.

(7)

Consists of Common Stock underlying Replacement Options.

(8)

Consists of Common Stock underlying Replacement Options.

(9)

Consists of Common Stock underlying Replacement Options.

(10)

Consists of Common Stock underlying Replacement Options.

(11)

Includes shares of Common Stock held by OurCrowd (Investment in Cyab) L.P., OurCrowd International

Investment III, L.P., OurCrowd 50 II, L.P., OurCrowd 50 III-QP, L.P., OurCrowd 50 III, L.P., OurCrowd GP Investment Fund, L.P.,

OurCrowd Nominee Limited and OurCrowd Participation Capital, L.P. (the “OC Entities”). OurCrowd General Partner Limited

(“OC General Partner”) is the ultimate controlling general partner of OC Entities. OC General Partner has delegated its

power to direct OC Entities, including to vote and dispose of the shares, by decision of the OurCrowd General Partner Investment

Committee. OurCrowd General Partner Investment Committee decisions are made by a quorum of voting members. The business address of

OC General Partner is 28 Derech Hebron, Jerusalem 9354214 Israel.

(12)

Joseph Hammer is a manager of the Sponsor. Consequently, he may be

deemed the beneficial owner of the shares of Common Stock held by the Sponsor and has voting and dispositive control over such securities.

The business address of Sponsor is 510 Madison Avenue, Suite 1401, New York, NY 10022.

(13)

Consists of (i) 1,356,459 shares of Common Stock, and (ii) 23,576 shares

of Common Stock underlying Holdings Series A Preferred Stock, Holdings Series B Preferred Stock, Holdings Series C Preferred Stock and

PIPE Warrants which are subject to a 9.99% beneficial ownership blocker. Excludes shares of Common stock underlying Holdings Series A

Preferred Stock, Holdings Series B Preferred Stock, Holdings Series C Preferred Stock, and PIPE Warrants that are not exercisable or convertible

due to the 9.99% beneficial ownership blocker. The business address of Alpha is Altenbach 8, FL-9490 Vaduz, Liechtenstein.

Directors

and Executive Officers.

Reference

is made to the disclosure in the subsections entitled “Board of Directors” and “Executive Officers”

in Item 5.02 of this Current Report, which are incorporated herein by reference. Further reference is made to the section of the Proxy

Statement/Prospectus entitled “Executive Officers and Directors of Cyabra and Executive Officers and Directors of the Combined

Company,” beginning on page 191 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Information

with respect to the independence of the Company’s directors is set forth in the Proxy Statement/Prospectus in the section entitled

“Executive Officers and Directors of Cyabra and Executive Officers and Directors of the Combined Company–Independence

of the Board of Directors,” beginning on page 195 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Committees

of the Board of Directors.

Reference

is made to the disclosure in the subsection entitled “Board of Directors” in Item 5.02 of this Current Report, which

is incorporated herein by reference. Further reference is made to the section of the Proxy Statement/Prospectus entitled “Executive

Officers and Directors of Cyabra and Executive Officers and Directors of the Combined Company–Board Committees,” on page

194 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Executive

Compensation.

description of the compensation of the named executive officers of the Company is set forth in the section of the Proxy Statement/Prospectus

entitled “Executive Officers and Directors of Cyabra and Executive Officers and Directors of the Combined Company–Compensation

of Directors and Officers,” beginning on page 195 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

The

Board intends to consider and adopt a director compensation policy for its non-employee directors. The Board anticipates that such policy

will include equity grants determined by the compensation committee and reimbursement for reasonable expenses incurred in connection

with attending board and committee meetings.

At the Special Meeting, the

Trailblazer stockholders approved the 2026 Plan. As of the Closing, there were 2,072,125 shares of Common Stock reserved for issuance

under the 2026 Plan, which does not include the 1,153,587 shares of Common Stock underlying Replacement Options issued in connection with

the Business Combination. The Company expects that the Board or the compensation committee of the Board will make grants of awards under

the 2026 Plan to eligible participants.

The

2026 Plan is described in greater detail in the section of the Proxy Statement/Prospectus entitled “Proposal 6: The Incentive

Plan Proposal,” beginning on page 146 of the Proxy Statement/Prospectus, which is incorporated herein by reference. This summary

and the foregoing description of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the text

of the 2026 Plan, a copy of which is filed herewith as Exhibit 10.4 and is incorporated herein by reference.

Director

Compensation.

description of the compensation of the directors of the Company is set forth in the section of the Proxy Statement/Prospectus entitled

“Executive Officers and Directors of Cyabra and Executive Officers and Directors of the Combined Company–Compensation

of Directors and Officers,” beginning on page 195 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Employment

Agreements.

Reference

is made to the section of the Proxy Statement/Prospectus entitled “Executive Officers and Directors of Cyabra and Executive

Officers and Directors of the Combined Company–Employment Agreements,” beginning on page 197 of the Proxy Statement/Prospectus,

which is incorporated herein by reference.

March 16, 2026 and pursuant to the Merger Agreement, Mr. Daar, the Company’s Chief Product Officer and a member of the Board, and

Mr. Shraga, the Company’s Chief Technology Officer, entered into amendments to their employment agreements pursuant to which they

are each entitled to a: (i) $280,000 annual salary, (ii) $40,000 annual bonus and (iii) one time transaction bonus in the amount of $400,000.

Certain

Relationships and Related Transactions.

Reference

is made to the section of the Proxy Statement/Prospectus entitled “Certain Relationships and Related Transactions,”

beginning on page 229 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Further reference is made to the

section entitled “Introductory Note” and in Item 2.01 of this Current Report, which is incorporated herein by reference.

have adopted a written policy requiring that all related person transactions be reported to our executive management and/or the Board

and approved or ratified by our Audit Committee. In completing its review of proposed related person transactions, the Audit Committee

considers (i) whether the transaction was undertaken in the ordinary course of business of the Company, (ii) whether the transaction

was initiated by the Company, a subsidiary or the related person, (iii) whether the transaction with the related person is proposed to

be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party,

(iv) the purpose of, and the potential benefits to the Company of, the transaction, (v) the approximate dollar value of the amount involved

in the transaction, particularly as it relates to the related person, (vi) the related person’s interest in the transaction and

(vii) any other information regarding the transaction or the related person that would be material to investors in light of the circumstances

of the particular transaction.

Compensation

Committee Interlocks and Insider Participation.

None

of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one

or more officers serving on our Board.

Legal

Proceedings

Reference

is made to the sections of the Proxy Statement/Prospectus entitled “Information About Cyabra—Legal Proceedings”

on page 190 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Market

Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters.

Prior to the Closing Date,

Trailblazer’s common stock, and rights were listed on The Nasdaq Global Market under the symbols “TBMC” and “TBMCR,”

respectively. Upon the consummation of the Business Combination, the Common Stock began trading on Nasdaq under the symbol “CYAB.”

As of March 27, 2026, immediately

after the Closing, there were approximately 65 holders of record of Common Stock.

The

Company has not paid any cash dividends on shares of its Common Stock to date. The payment of any cash dividends in the future will be

within the discretion of the Board. The payment of cash dividends in the future will be contingent upon the Company’s revenues

and earnings, if any, capital requirements, and general financial condition. It is the present intention of Board to retain all earnings,

if any, for use in business operations, and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

Reference

is made to the disclosure described in the Proxy Statement/Prospectus in the section entitled “Proposal 6: The Incentive Plan

Proposal,” beginning on page 146 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The 2026 Plan

and the material terms thereunder were approved by Trailblazer’s stockholders at the Special Meeting.

Recent

Sales of Unregistered Securities.

Reference

is made to the disclosure set forth under Item 3.02 of this Current Report concerning the issuance and sale of certain unregistered securities,

which is incorporated herein by reference.

Description

of Registrant’s Securities to be Registered.

Reference

is made to the section of the Proxy Statement/Prospectus entitled “Description of the Combined Company’s Securities,”

beginning on page 215 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Indemnification

of Directors and Officers.

Reference is made to (i) entitled “Description of the Combined

Company’s Securities - Limitations on Liability and Indemnification of Officers and Directors,” beginning on page 22 of

the Proxy Statement/Prospectus and (ii) the disclosure under the subheading “Indemnification Agreements” in Item 1.01

of this Current Report, which are incorporated herein by reference.

Changes

in and Disagreements with Accountants on Accounting and Financial Disclosure.

Reference

is made to the disclosure set forth in Item 4.01 of this Current Report concerning the auditors of the Company, and is incorporated herein

by reference.

Financial

Statements and Exhibits.

Reference

is made to the disclosure in Item 9.01 of this Current Report, which is incorporated herein by reference.

Item 2.03 Creation

of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure

in the section of this Current Report entitled “Introductory Note” which is incorporated herein by reference to the

extend applicable.

Item

3.02 Unregistered Sales of Equity Securities.

The offer and sale of the

(i) shares of Holdings Series B Preferred Stock issued to the PIPE Investors in the PIPE Investments and the shares of Common Stock issuable

upon conversion of such shares (the “Conversion Shares”) and (ii) PIPE Warrants issued to the PIPE Investors and the shares

of Common Stock issuable upon exercise of such warrants, was and will be made in reliance upon the exemption from registration provided

by Section 4(a)(2) of the Securities Act.

The

issuance of the 400,000 RSUs to the Key Employees was made in reliance upon the exemption from registration provided by Section 4(a)(2)

of the Securities Act.

The

issuance of the LifeSci Advisor Shares and the Ladenburg Advisor Shares in connection with the financial advisory and investment banking

services provided by LifeSci and Ladenburg will be made in reliance upon the exemption from registration provided by Section 4(a)(2)

of the Securities Act.

Additionally, the issuance

of the shares of Holdings Series B Preferred Stock and Holdings Series C Preferred Stock issued to the Sponsor pursuant to the Sponsor

Note and the shares of Common Stock issuable upon conversion of such shares, was and will be made in reliance upon the exemption from

registration provided by Section 4(a)(2) of the Securities Act.

Item

3.03. Material Modifications to Rights of Security Holders.

Charter and Bylaws

In connection with the consummation

of the Business Combination, the Company changed its name to “Cyabra, Inc.,” filed the Charter with the Secretary of State

of the State of Delaware on March 26, 2026 and adopted the Bylaws, effective March 26, 2026. Reference is made to the sections of the

Proxy Statement/Prospectus entitled “Proposal 2: The Charter Amendment Proposal,” “Proposal 3: The Governance

Proposal” and “Description of the Combined Company’s Securities,” beginning on pages 140, 141 and 215

of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference.

Holdings

Series A Preferred Stock

In connection with the Closing,

on March 26, 2026, the Company filed the Series A Convertible Preferred Stock Certificate of Designation (as corrected by the Certificate

of Correction (the “Certificate of Correction”) filed with the State of Delaware on March 27, 2026, the “Series A Certificate

of Designation”) with the Secretary of State of the State of Delaware designating 3,061 shares of Holdings Series A Preferred Stock.

The following is a summary of the principal terms of the Holdings Series A Preferred Stock as set forth in the Series A Certificate of

Designation.

Dividends

The

holders of Holdings Series A Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form

as dividends actually paid on shares of Common Stock, when and if actually paid.

Voting

Rights

The

holders of Holdings Series A Preferred Stock will vote together with the holders of Common Stock on an as-converted basis, provided,

that the number of votes allowed to a holder of Holdings Series A Preferred Stock may not exceed the beneficial ownership limitation

described herein.

long as any shares of Holdings Series A Preferred Stock are outstanding, the Company may not, without the approval of a majority of the

then outstanding shares of Holdings Series A Preferred Stock, amend the Series A Certificate of Designation, the Charter or other charter

documents if such amendment would increase or decrease the aggregate number of authorized shares of Holdings Series A Preferred Stock,

increase or decrease the par value of the shares of Holdings Series A Preferred Stock or alter or change the powers, preferences, or

special rights of the shares of Holdings Series A Preferred Stock so as to affect them adversely.

Liquidation

Upon

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the then holders of the Holdings Series

A Preferred Stock are entitled to receive out of the assets available for distribution to stockholders of the Company an amount equal

to the stated value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon,

prior and in preference to the Common Stock and all other Common Stock equivalents (other than those securities which are explicitly

senior).

Conversion

Each

share of Holdings Series A Preferred Stock will be convertible, at any time and from time to time from and after its issuance date at

the option of the holder, into that number of shares of Common Stock (subject to the beneficial ownership limitation (as described below)

determined by dividing the Series A Stated Value (as defined below) of such share of Holdings Series A Preferred Stock by the Series

A Conversion Price (as defined below).

addition, any time that the Company grants, issues, or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities,

or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the

Holdings Series B Preferred Stock holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate

Purchase Rights that the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon complete

conversion of such holder’s Holdings Series B Preferred Stock (without regard to any limitations on exercise hereof, including,

without limitation, the beneficial ownership limitation) immediately before the date on which a record is taken for the grant, issuance,

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the grant, issue, or sale of such Purchase Rights (provided, however, to the extent that the holder’s right

to participate in any such Purchase Right would result in the holder exceeding the beneficial ownership limitation, then the holder shall

not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result

of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the holder until such time,

if ever, as its right thereto would not result in the holder exceeding the beneficial ownership limitation).

Beneficial

Ownership Limitation

The

Holdings Series A Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than

9.99% of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess

of 9.99% upon notice to the Company, provided that any increase in this limitation will not be effective until 61 days after such notice

from the holder to us and such increase or decrease will apply only to the holder providing such notice.

Preemptive

Rights

holders of Holdings Series A Preferred Stock will, as holders of Holdings Series A Preferred Stock, have any preemptive rights to purchase

or subscribe for Common Stock or any of our other securities.

Redemption

The

shares of Holdings Series A Preferred Stock are not redeemable by the Company.

Transfer

Restrictions

holder of Holdings Series A Preferred Stock may only sell, transfer or otherwise dispose of its shares of Holdings Series A Preferred

Stock to an affiliate of the holder.

Trading

Market

There

will be no established trading market for any of the Holdings Series A Preferred Stock, and we do not expect a market to develop. We

do not intend to apply for a listing for any of the Holdings Series A Preferred Stock on any securities exchange or other nationally

recognized trading system. Without an active trading market, the liquidity of the Holdings Series A Preferred Stock will be limited.

For

purposes of the Holdings Series A Preferred Stock:

“Common Stock Equivalents” means any securities of Holdings

or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt,

preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or

otherwise entitles the holder thereof to receive, Common Stock;

“Series A Conversion Price”

means $3.5357 (subject to adjustment for stock dividends, stock splits, certain subsequent sales of options, common stock or Common Stock

Equivalents); and

“Series A Stated Value”

means $1,000 per share of Holdings Series A Preferred Stock.

Holdings Series B Preferred Stock

In connection with the Closing,

on March 26, 2026, the Company filed the Series B Convertible Preferred Stock Certificate of Designation (“Series B Certificate

of Designation”) with the Secretary of State of the State of Delaware designating 13,330 shares of Holdings Series B Preferred Stock.

The following is a summary of the principal terms of the Holdings Series B Preferred Stock as set forth in the Series B Certificate of

Designation.

Dividends

The

holders of Holdings Series B Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form

as dividends actually paid on shares of Common Stock, when and if actually paid.

Voting

Rights

The

holders of Holdings Series B Preferred Stock will have no voting rights. As long as any shares of Holdings Series B Preferred Stock are

outstanding, the Company may not, without the approval of a majority of the then outstanding shares of Holdings Series B Preferred Stock,

amend the Series B Certificate of Designation, the Charter or other charter documents if such amendment would increase or decrease the

aggregate number of authorized shares of Holdings Series B Preferred Stock, increase or decrease the par value of the shares of Holdings

Series B Preferred Stock or alter or change the powers, preferences, or special rights of the shares of Holdings Series B Preferred Stock

so as to affect them adversely.

Liquidation

Upon

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the then holders of the Holdings Series

B Preferred Stock are entitled to receive out of the assets available for distribution to stockholders of the Company an amount equal

to the stated value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon,

prior and in preference to the Common Stock and all other Common Stock equivalents (other than those securities which are explicitly

senior).

Conversion

Each

share of Holdings Series B Preferred Stock will be convertible, at any time and from time to time from and after its issuance date at

the option of the holder, into that number of shares of Common Stock (subject to the beneficial ownership limitation (as described below)

determined by dividing the Series B Stated Value (as defined below) of such share of Holdings Series B Preferred Stock by the Series

B Conversion Price (as defined below).

addition, any time that the Company grants, issues, or sells any Common Stock Equivalents or Purchase Rights, then the Holdings Series

B Preferred Stock holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights

that the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon complete conversion of

such holder’s Holdings Series B Preferred Stock (without regard to any limitations on exercise hereof, including, without limitation,

the beneficial ownership limitation) immediately before the date on which a record is taken for the grant, issuance, or sale of such

Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined

for the grant, issue, or sale of such Purchase Rights (provided, however, to the extent that the holder’s right to participate

in any such Purchase Right would result in the holder exceeding the beneficial ownership limitation, then the holder shall not be entitled

to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase

Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the holder until such time, if ever, as its

right thereto would not result in the holder exceeding the beneficial ownership limitation).

Beneficial

Ownership Limitation

The

Holdings Series B Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than

9.99% of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess

of 9.99% upon notice to the Company, provided that any increase in this limitation will not be effective until 61 days after such notice

from the holder to us and such increase or decrease will apply only to the holder providing such notice.

Preemptive

Rights

holders of Holdings Series B Preferred Stock will, as holders of Holdings Series B Preferred Stock, have any preemptive rights to purchase

or subscribe for Common Stock or any of our other securities.

Redemption

The

shares of Holdings Series B Preferred Stock are not redeemable by the Company.

Transfer

Restrictions

holder of Holdings Series B Preferred Stock may only sell, transfer or otherwise dispose of its shares of Holdings Series B Preferred

Stock to an affiliate of the holder.

Trading

Market

There

will be no established trading market for any of the Holdings Series B Preferred Stock, and we do not expect a market to develop. We

do not intend to apply for a listing for any of the Holdings Series B Preferred Stock on any securities exchange or other nationally

recognized trading system. Without an active trading market, the liquidity of the Holdings Series B Preferred Stock will be limited.

For

purposes of the Holdings Series B Preferred Stock:

“Common Stock Equivalents” means any securities of Holdings

or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt,

preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or

otherwise entitles the holder thereof to receive, Common Stock;

“Series

B Conversion Price” means $10.00 (subject to adjustment for stock dividends, stock splits, certain subsequent sales of options,

common stock or Common Stock Equivalents); and

“Series

B Stated Value” means $1,000 per share of Holdings Series B Preferred Stock.

Holdings

Series C Preferred Stock

In connection with the Closing, on March 26, 2026, the Company filed the

Series C Convertible Preferred Stock Certificate of Designation (“Series C Certificate of Designation”) with the Secretary

of State of the State of Delaware designating 10,660 shares of Holdings Series C Preferred Stock. The following is a summary of the principal

terms of the Holdings Series C Preferred Stock as set forth in the Series C Certificate of Designation.

Dividends

The

holders of Holdings Series C Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form

as dividends actually paid on shares of Common Stock, when and if actually paid.

Voting

Rights

The

holders of Holdings Series C Preferred Stock will have no voting rights. As long as any shares of Holdings Series C Preferred Stock are

outstanding, the Company may not, without the approval of a majority of the then outstanding shares of Holdings Series C Preferred Stock,

amend the Series C Certificate of Designation, the Charter or other charter documents if such amendment would increase or decrease the

aggregate number of authorized shares of Holdings Series C Preferred Stock, increase or decrease the par value of the shares of Holdings

Series C Preferred Stock or alter or change the powers, preferences, or special rights of the shares of Holdings Series C Preferred Stock

so as to affect them adversely.

Liquidation

Upon

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the then holders of the Holdings Series

C Preferred Stock are entitled to receive out of the assets available for distribution to stockholders of the Company an amount equal

to the stated value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon,

prior and in preference to the Common Stock and all other Common Stock equivalents (other than those securities which are explicitly

senior).

Conversion

Each

share of Holdings Series C Preferred Stock will be convertible, at any time and from time to time from and after its issuance date at

the option of the holder, into that number of shares of Common Stock (subject to the beneficial ownership limitation determined by dividing

the Series C Stated Value (as defined below) of such share of Holdings Series C Preferred Stock by the Series C Conversion Price (as

defined below).

addition, any time that the Company grants, issues, or sells any Common Stock Equivalents or Purchase Rights, then the Holdings Series

C Preferred Stock holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights

that the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon complete conversion of

such holder’s Holdings Series C Preferred Stock (without regard to any limitations on exercise hereof, including, without limitation,

the beneficial ownership limitation) immediately before the date on which a record is taken for the grant, issuance, or sale of such

Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined

for the grant, issue, or sale of such Purchase Rights (provided, however, to the extent that the holder’s right to participate

in any such Purchase Right would result in the holder exceeding the beneficial ownership limitation, then the holder shall not be entitled

to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase

Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the holder until such time, if ever, as its

right thereto would not result in the holder exceeding the beneficial ownership limitation).

Beneficial

Ownership Limitation

The

Holdings Series C Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than

9.99% of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess

of 9.99% upon notice to the Company, provided that any increase in this limitation will not be effective until 61 days after such notice

from the holder to us and such increase or decrease will apply only to the holder providing such notice.

Preemptive

Rights

holders of Holdings Series C Preferred Stock will, as holders of Holdings Series C Preferred Stock, have any preemptive rights to purchase

or subscribe for Common Stock or any of our other securities.

Redemption

The

shares of Holdings Series C Preferred Stock are not redeemable by the Company.

Transfer

Restrictions

holder of Holdings Series C Preferred Stock may only sell, transfer or otherwise dispose of its shares of Holdings Series C Preferred

Stock to an affiliate of the holder.

Trading

Market

There

will be no established trading market for any of the Holdings Series C Preferred Stock, and we do not expect a market to develop. We

do not intend to apply for a listing for any of the Holdings Series C Preferred Stock on any securities exchange or other nationally

recognized trading system. Without an active trading market, the liquidity of the Holdings Series C Preferred Stock will be limited.

For

purposes of the Holdings Series C Preferred Stock:

“Common Stock Equivalents” means any securities of Holdings

or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt,

preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or

otherwise entitles the holder thereof to receive, Common Stock;

“Series

C Conversion Price” means $2.4586; and

“Series

C Stated Value” means $1,000 per share of Holdings Series C Preferred Stock.

This

summary is qualified in its entirety by reference to the full text of the Charter, Bylaws, Series A Certificate of Designation, Series

B Certificate of Designation and Series C Certificate of Designation which are attached as Exhibits 3.1, 3.2, 3.3, 3.4, and 3.5 hereto,

respectively, and are incorporated herein by reference.

Item

4.01 Changes in Registrant’s Certifying Accountant.

On March 27, 2026, in connection

with the consummation of the Business Combination, the audit committee of the Board approved the appointment of Somekh Chaikin, a member

firm of KPMG International (“KPMG”), as the Company’s independent registered public accounting firm subject to completion

of KPMG’s client acceptance procedures. KPMG served as Cyabra’s independent registered public accounting firm prior to the

Closing. Accordingly, CBIZ CPAs P.C. (“CBIZ”), Holdings’ independent registered public accounting firm was informed

that it would be not be retained to serve as the Company’s independent registered public accounting firm following completion of

the Business Combination. The termination of the engagement of CBIZ was approved by the Company’s audit committee.

The report of CBIZ on the

financial statements of Holdings as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and for the period from July

16, 2024 (Inception) to December 31, 2024 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified

as to uncertainty, audit scope or accounting principles, other than an explanatory paragraph regarding the substantial doubt about Holdings’

ability to continue as a going concern.

During the period from July

16, 2024 (Inception) to December 31, 2024, year ended December 31, 2025 and the subsequent interim period through March 27, 2026, there

were no disagreements with CBIZ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope

or procedure, which disagreement(s), if not resolved to the satisfaction of CBIZ, would have caused it to make reference to the subject

matter of the disagreement(s) in connection with its report. During the period from July 16, 2024 (Inception) to December 31, 2024, year

ended December 31, 2025 and the subsequent interim period through March 27, 2026, there were no reportable events of the type described

in Item 304(a)(1)(v) of Regulation S-K.

The Company provided CBIZ

with a copy of the foregoing disclosure and requested CBIZ to furnish the Company with a letter addressed to the SEC stating whether it

agrees with the statements made therein. A copy of such letter furnished by CBIZ is filed as Exhibit 16.1 to this Current Report.

During the Company’s two most recent fiscal years and the subsequent

interim period through March 27, 2026, neither the Company nor anyone on its behalf consulted with KPMG regarding (i) the application

of accounting principles to a specified transaction, either completed or proposed; the type of audit opinion that might be rendered on

the Company’s financial statements, and neither a written report nor oral advice was provided that KPMG concluded was an important

factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter

that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable

event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item

5.01. Changes in Control of Registrant.

Reference

is made to the section of the Proxy Statement/Prospectus entitled “Proposal 1: The Merger Proposal” beginning on page

109 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Further reference is made to the section entitled “Introductory

Note” and in Item 2.01 of this Current Report, each of which is incorporated herein by reference.

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Board

of Directors

Yosef Eichorn resigned as a member of the Board effective at the Effective

Time. In accordance with the Merger Agreement, on March 27, 2026, effective at the Effective Time, the following individuals were appointed

to the Board: (i) Class I directors - Michael Pompeo and James Flanagan, (ii) Class II directors - Michael Madon and Sonny Vu, and (iii)

Class III directors - Josette Sheeran, Yossef Daar and Dan Brahmy.

Reference

is made to the section of the Proxy Statement/Prospectus entitled “Executive Officers and Directors of Cyabra and Executive

Officers of the Combined Company” beginning on page 191 of the Proxy Statement/Prospectus, which is incorporated herein by

reference.

the Closing Date, the Company’s audit committee consisted of James Flanagan, Michael Madon and Sonny Vu, with Mr. Flanagan serving

as the chair of the committee. The Board determined that each member of the audit committee qualifies as an independent director under

the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, Rule 10A-3 under the Exchange Act, and the applicable Nasdaq

listing requirements and that James Flanagan qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5)

of Regulation S-K, and which member or members possess financial sophistication, as defined under the rules of The Nasdaq Stock Market

LLC (the “Nasdaq Stock Market”).

the Closing Date, the Company’s compensation committee consisted of Sonny Vu, James Flanagan and Michael Pompeo, with Mr. Vu serving

as chair of the committee. The Board determined that each member of the compensation committee is “independent” as defined

under the applicable Nasdaq Stock Market requirements and SEC rules and regulations.

the Closing Date, the Company’s nominating and corporate governance committee consisted of Michael Madon, Sonny Vu and James Flanagan,

with Mr. Madon serving as chair of the committee. The Board determined that each member of the nominating and corporate governance committee

is “independent” as defined under the applicable Nasdaq Stock Market requirements and SEC rules and regulations.

Employment

Agreements

Reference

is made to the section of the Proxy Statement/Prospectus entitled “Executive Officers and Directors of Cyabra and Executive

Officers and Directors of the Combined Company–Employment Agreements,” beginning on page 197 of the Proxy Statement/Prospectus,

which is incorporated herein by reference.

Executive

Officers

In accordance with the Merger Agreement, on March 27, 2026, the Board appointed

the following officers of the Company, effective at the Effective Time:

Name

Position

Dan

Brahmy

Chief

Executive Officer

Yossef

Daar

Chief

Product Officer

Ido

Shraga

Chief

Technology Officer

Emmanuel

Heymann

Chief

Revenue Officer

Yael

Sandler

Chief

Financial Officer

The

disclosure set forth in Item 2.01 of this Current Report under the headings “Executive Compensation,” “Director

Compensation,” “Certain Relationships and Related Transactions” and “Indemnification of Directors

and Officers” is incorporated in this Item 5.02 by reference.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Reference

is made to the disclosure set forth in Item 3.03 of this Current Report, which is incorporated into this Item 5.03 by reference.

Item

5.06. Change in Shell Company Status.

a result of the Business Combination, Trailblazer ceased to be a shell company upon the Closing. The material terms of the Business Combination

are described in the section of the Proxy Statement/Prospectus entitled “Proposal 1: The Merger Proposal,” beginning

on page 109 of the Proxy Statement/Prospectus and are incorporated herein by reference.

Item

7.01. Regulation FD Disclosure.

On March 27, 2026, the Company issued a press release announcing the Closing.

The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The foregoing (including Exhibit 99.1)

is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise

be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities

Act or the Exchange Act.

Item

9.01. Financial Statements and Exhibits.

(a)

Financial

statements of businesses acquired.

The

audited consolidated financial statements of Cyabra as of and for the year ended December 31, 2024 are included in the Proxy Statement/Prospectus

on pages F-68 through F-73, and are incorporated herein by reference. The audited consolidated financial statements of Cyabra as of and

for the year ended December 31, 2025 are filed herewith and attached hereto as Exhibit 99.2, and are incorporated herein by reference.

(b)

Pro

forma financial information.

The

unaudited pro forma financial statements as of and for the year ended December 31, 2025 are filed herewith and attached hereto as Exhibit

99.3, and are incorporated herein by reference.

(d)

Exhibits.

Exhibit

Description

Schedule/

Form

File

Number

Exhibit

File

Date

2.1

Merger

Agreement, as amended.

S-4/A

333-283153

2.1

January

13, 2026

3.1*

Certificate of Incorporation of Cyabra, Inc.

3.2

Bylaws

of Cyabra, Inc.

S-4/A

333-283153

3.7

January

13, 2026

3.3*

Certificate of Designation of Holdings relating to the Series A Convertible Preferred Stock.

3.4*

Certificate of Designation of Holdings relating to the Series B Convertible Preferred Stock.

3.5*

Certificate of Designation of Holdings relating to the Series C Convertible Preferred Stock.

10.1

Parent

Support Agreement, dated July 22, 2024.

8-K

001-41668

10.1

July

23, 2024

10.2

Company

Support Agreement, dated July 22, 2024.

8-K

001-41668

10.2

July

23, 2024

10.3

Form

of Lock-up Agreement.

8-K

001-41668

10.3

July

23, 2024

10.4†*

Cyabra, Inc. 2026 Omnibus Equity Incentive Plan.

10.5†

Form

of Incentive Stock Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan.

S-4/A

333-283153

10.23

December

20, 2024

10.6†

Form

of Non-Qualified Stock Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan.

S-4/A

333-283153

10.24

December

20, 2024

10.7†*

Form of Section 102 Restricted Stock Unit Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan.

10.8†

Form

of Restricted Stock Unit Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan.

S-4/A

333-283153

10.25

December

20, 2024

10.9†

Form

of Restricted Stock Award Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan.

S-4/A

333-283153

10.26

December

20, 2024

10.10†

Form

of Section 3(i) Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan and 2026 Israeli Sub-Plan.

S-4/A

333-283153

10.27

December

20, 2024

10.11†

Form

of Section 102 Option Grant Agreement under the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan and 2026 Israeli Sub-Plan.

S-4/A

333-283153

10.28

December

20, 2024

10.12

Cyabra

Share Option Plan.

S-4/A

333-283153

10.29

December

20, 2024

10.13

U.S.

Addendum to Cyabra Share Option Plan.

S-4/A

333-283153

10.30

December

20, 2024

10.14

Facility

Agreement, dated May 30, 2022, between Cyabra and Bank Hapoalim B.M.

S-4/A

333-283153

10.31

January

13, 2026

10.15

Offer

of Employment, dated December 29, 2022 by and between Cyabra Strategy Inc. and Emmanuel Heymann.

S-4/A

333-283153

10.36

January

13, 2026

10.16

Employment

Agreement dated June 18, 2024 by and between Cyabra Strategy Ltd. and Yael Sandler.

S-4/A

333-283153

10.37

January

13, 2026

10.17

Amendment

to Offer of Employment, by and between Cyabra Strategy Inc. and Emmanuel Heymann, dated August 15, 2024.

S-4/A

333-283153

10.38

January

13, 2026

10.18

Form

of Indemnification Agreement.

S-4/A

333-283153

10.39

January

13, 2026

10.19

Registration Rights Agreement, dated March 27, 2026, between Trailblazer Holdings, Inc. and certain investors.

10.20

Offer

of Employment, dated February 10, 2025 by and between Cyabra Strategy Inc. and Dan Brahmy.

S-4/A

333-283153

10.40

January

13, 2026

10.21

Amendment

to Employment Agreement dated February 10, 2025 by and between Yossef Daar and Cyabra Strategy Ltd.

S-4/A

333-283153

10.41

January

13, 2026

10.22

Amendment

to Employment Agreement dated February 10, 2025 by and between Ido Shraga and Cyabra Strategy Ltd.

S-4/A

333-283153

10.42

January

13, 2026

10.23

Securities

Purchase Agreement dated December 18, 2025, between Trailblazer Holdings, Inc. and certain purchasers.

S-4/A

333-283153

10.45

January

13, 2026

10.24

Registration

Rights Agreement dated December 18, 2025, between Trailblazer Holdings, Inc. and certain purchasers.

S-4/A

333-283153

10.46

January

13, 2026

10.25*

Form of Common Stock Purchase Warrant.

10.26

Deferred

Fee Agreement, dated October 28, 2025.

8-K

001-41668

10.1

November

3, 2025

10.27

Amendment

to Advisory Agreement, dated October 28, 2025.

8-K

001-41668

10.2

November

3, 2025

10.28

LifeSci

Advisory Agreement, dated October 28, 2025.

8-K

001-41668

10.3

November

3, 2025

10.29

Ladenburg

Advisory Agreement dated October 28, 2025.

8-K

001-41668

10.4

November

3, 2025

10.30

Note

Issuance Agreement among Cyabra, Trailblazer Merger Corporation I, Trailblazer Holdings, Inc. and Lowenstein Sandler LLP.

S-4/A

333-283153

10.52

January

13, 2026

10.31

Note

Issuance Agreement among Cyabra, Trailblazer Merger Corporation I, Trailblazer Holdings, Inc. and Loeb & Loeb LLP.

S-4/A

333-283153

10.53

January

13, 2026

10.32*

Promissory Note, dated February 4, 2026.

10.33*

Promissory Note, dated March 9, 2026.

10.34*

Amendment to Employment Agreement, dated March 16, 2026, between Cyabra, Inc. and Yossef Daar.

10.35*

Amendment to Employment Agreement, dated March 16, 2026, between Cyabra, Inc. and Ido Shraga.

10.36*

Lock-up Agreement, dated March 27, 2026.

16.1*

Letter to Securities and Exchange Commission from CBIZ CPAs P.C., dated March 30, 2026.

21.1*

List of Subsidiaries.

99.1*

Press Release, dated March 27, 2026.

99.2*

Cyabra Strategy Ltd. audited condensed financial statements for the year ended December 31, 2025, and the notes related thereto.

99.3*

Unaudited

pro forma financial statements of Trailblazer Merger Corporation I and Cyabra Strategy Ltd.

* Filed

herewith.

† Annexes,

schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally

a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated: March 30, 2026

CYABRA,

INC.

By:

/s/

Dan Brahmy

Name:

Dan

Brahmy

Title:

Chief

Executive Officer

EX-3.1 — CERTIFICATE OF INCORPORATION OF CYABRA, INC

EX-3.1

Filename: ea028336201ex3-1.htm · Sequence: 2

Exhibit

3.1

AMENDED

AND RESTATED

CERTIFICATE

OF INCORPORATION

TRAILBLAZER

HOLDINGS, INC.

The

present name of the corporation is Trailblazer Holdings, Inc. (the “Corporation”). The Corporation was incorporated

under the name “Trailblazer Holdings, Inc.” by the filing of its original certificate of incorporation (the “Original

Certificate”) with the Secretary of State of the State of Delaware on July 16, 2024. This Amended and Restated Certificate

of Incorporation of the Corporation (the “Certificate of Incorporation”), which restates and integrates and also further

amends the provisions of the Original Certificate, was duly adopted in accordance with the provisions of Sections 242 and 245 of the

General Corporation Law of the State of Delaware (the “DGCL”). The Original Certificate is hereby amended, integrated

and restated to read in its entirety as follows:

ARTICLE

NAME

The

name of the Corporation is Cyabra, Inc.

ARTICLE

REGISTERED AGENT

The

address of the Corporation’s registered office in the State of Delaware is 1521 Concord Pike, Suite 201, in the City of Wilmington,

in the County of New Castle, Delaware 19803. The name of its Registered Agent at such address is Corporate Creations Network Inc.

ARTICLE

III

PURPOSE

The

purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL as it now

exists or may hereafter be amended and supplemented.

ARTICLE

CAPITALIZATION

The

Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred

Stock.” The total number of shares of capital stock that the Corporation shall have authority to issue is 160,000,000. The total

number of shares of Common Stock that the Corporation is authorized to issue is 150,000,000, having a par value of $0.0001 per share,

and the total number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000, having a par value of $0.0001

per share.

Immediately

upon the filing and effectiveness of this Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective

Time”), automatically and without further action on the part of holders of capital stock of the Corporation, each share of

the (i) Class A Common Stock, par value $0.0001 per share, (ii) Class B Common Stock, par value $0.0001 per share, of the Corporation

outstanding or held by the Corporation as treasury stock as of immediately prior to the Effective Time (collectively, the “Old

Stock”) shall be reclassified as, and become, one (1) validly issued, fully paid and non-assessable share of Common Stock (the

“Reclassification”). The Reclassification shall occur automatically as of the Effective Time without any further action

by the Corporation or the holders of the shares affected thereby and whether or not any certificates representing such shares are surrendered

to the Corporation. Upon the Effective Time, each certificate that as of immediately prior to the Effective Time represented shares of

Old Stock shall be deemed to represent an equivalent number of shares of Common Stock. The Reclassification shall also apply to any outstanding

securities or rights convertible into, or exchangeable or exercisable for, Old Stock and all references to the Old Stock in agreements,

arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of Old Stock shall be deemed

to be references to the Common Stock or options or rights to purchase or acquire shares of Common Stock, as the case may be. The designations

and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital

stock of the Corporation are as follows:

A. COMMON

STOCK.

1. General.

The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers

and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the “Board

of Directors”) and outstanding from time to time.

2. Voting.

Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote on

each matter submitted to a vote of stockholders and shall be entitled to one vote for each share of Common Stock held of record by such

holder as of the record date for determining stockholders entitled to vote on such matter. Except as otherwise required by law, holders

of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate

of Designation (as defined below)) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions

thereof) or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either

separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation

(including any Certificate of Designation) or pursuant to the DGCL.

Subject

to the rights of any holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased

or decreased (but not below the number of shares thereof then outstanding) without a separate class vote of the holders of Common Stock,

irrespective of the provisions of Section 242(b)(2) of the DGCL.

3. Dividends.

Subject to applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock, the holders of

Common Stock, as such, shall be entitled to the payment of dividends (payable in cash, property or capital stock of the Corporation)

on the Common Stock when, as and if declared by the Board of Directors in accordance with applicable law, and shall share equally on

a per share basis in such dividends.

-2-

4. Liquidation.

Subject to the rights and preferences of any holders of any shares of any outstanding series of Preferred Stock, in the event of any

liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation

that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding

Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder.

B. PREFERRED

STOCK.

of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed

herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors

as hereinafter provided.

Authority

is hereby expressly granted to the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection

with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by

filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”),

to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations,

preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including

without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or

decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and

expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the

foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such

series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this

Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of

Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation

(including any Certificate of Designation).

The

number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding)

with a separate class vote of the holders of Preferred Stock, irrespective of the provisions of Section 242(b)(2) of the DGCL.

ARTICLE

BOARD OF DIRECTORS

For

the management of the business and for the conduct of the affairs of the Corporation it is further provided that:

A. Except

as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the business and affairs of the Corporation shall be

managed by or under the direction of the Board of Directors. The number of directors that shall constitute the whole Board of Directors

shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors.

-3-

B. The

directors of the Corporation (other than those directors who may be elected by the holders of any series of Preferred Stock) shall be

classified and divided with respect to the time for which they severally hold office into three classes, designated as Class I, Class

II and Class III. The initial Class I directors shall serve for a term expiring at the first annual meeting of the stockholders following

the time at which the initial classification of the Board of Directors becomes effective; the initial Class II directors shall serve

for a term expiring at the second annual meeting of the stockholders following the time at which the initial classification of the Board

of Directors becomes effective; and the initial Class III directors shall serve for a term expiring at the third annual meeting following

the time at which the initial classification of the Board of Directors becomes effective. At each annual meeting of stockholders of the

Corporation following such initial classification, the successors of the class of directors whose term expires at that meeting shall

be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their

election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death,

resignation, disqualification or removal. No decrease in the number of directors shall shorten the term of any incumbent director.

C. Subject

to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the Board of Directors

or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders

of at least a majority of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote

at an election of directors.

D. Subject

to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, except as otherwise provided

by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other causes

and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative

vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director (other than any directors

elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be filled by the stockholders. Any

director appointed in accordance with the preceding sentence shall hold office until the expiration of the term of the class to which

such director shall have been appointed or until his or her earlier death, resignation, retirement, disqualification, or removal.

E. During

any period when the holders of any one or more series of Preferred Stock issued by the Corporation shall have the separate right to elect

additional directors as provided for or fixed pursuant to the provisions of this Certificate of Incorporation (including any Certificate

of Designation) and upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total

authorized number of directors of the Corporation shall automatically be increased by such number of directors that the holders of any

series of Preferred Stock have a right to elect, and the holders of such Preferred Stock shall be entitled to elect the additional directors

so provided for or fixed pursuant to said provisions; and (ii) each such additional director shall serve until such director’s

successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to

said provisions, whichever occurs earlier, subject to such additional director’s earlier death, resignation, disqualification or

removal. Except as otherwise provided or fixed pursuant to the provisions of this Certificate of Incorporation (including any Certificate

of Designation), whenever the holders of one or more series of Preferred Stock having such separate right to elect additional directors

case to have or are otherwise divested of such right pursuant to said provisions, the terms of office of all such additional directors

elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification

or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified

as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced

accordingly.

-4-

F. In

furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend

or repeal the Bylaws. The stockholders of the Corporation shall also have the power to adopt, amend or repeal the Bylaws; provided, that

in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Certificate

of Incorporation (including any Certificate of Designation) or the Bylaws of the Corporation, the adoption, amendment or repeal of the

Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative vote of the holders of at least sixty-six

and two-thirds (66⅔%) of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to

vote generally in an election of directors, voting together as a single class.

G. The

directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

ARTICLE

STOCKHOLDER ACTION

A. Any

action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of the

stockholders of the Corporation, and shall not be taken by consent in lieu of a meeting. Notwithstanding the foregoing, any action required

or permitted to be taken by the holders of any one or more series of Preferred Stock, may be taken without a meeting, without prior notice

and without a vote, unless otherwise restricted by the applicable Certificate of Designation relating to such series of Preferred Stock,

if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant

series of Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at

a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance

with the applicable provisions of the DGCL.

B. Subject

to the special rights of the holders of one or more series of Preferred Stock, and to the requirements of applicable law, special meetings

of the stockholders of the Corporation may be called for any purpose or purposes, at any time only by or at the direction of the Board

of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer or President, in each case, in accordance with the

Bylaws, and shall not be called by any other person or persons. Any such special meeting so called may be postponed, rescheduled or cancelled

by the Board of Directors or other person calling the meeting. Any business transacted at any special meeting of stockholders shall be

limited to matters relating to the purpose or purposes identified in the notice of meeting.

-5-

C. Advance

notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before any

meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

ARTICLE

VII

LIABILITY

director or officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages

for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is

not permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article VIII,

or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VIII, shall not adversely affect

any right or protection of a director or officer of the Corporation with respect to any act or omission occurring prior to such amendment,

repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article VIII to authorize corporate

action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of

the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

ARTICLE

VIII

AMENDMENTS; INVALIDITY

A. Notwithstanding

anything contained in this Certificate of Incorporation to the contrary, in addition to any vote required by applicable law, the following

provisions in this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision

inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least sixty-six and two-thirds (66⅔%)

of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as

a single class: Article IV(B), Article V, Article VI, Article VII, Article VIII and this Article IX.

B. If

any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to

any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance

and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of

this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held

to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired

thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Certificate of Incorporation (including,

without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be

invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and

agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent

permitted by law.

[Signature

Page Follows]

-6-

WITNESS WHEREOF, Trailblazer Holdings, Inc. has caused this Amended and Restated Certificate to be duly executed and acknowledged in

its name and on its behalf by an authorized officer as of the date first set forth above.

By:

/s/

Yosef Eichorn

Name:

Yosef

Eichorn

Title:

Chief

Executive Officer

-7-

EX-3.3 — CERTIFICATE OF DESIGNATION OF HOLDINGS RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK

EX-3.3

Filename: ea028336201ex3-3.htm · Sequence: 3

Exhibit 3.3

Cyabra,

Inc.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES A

CONVERTIBLE PREFERRED STOCK

PURSUANT

TO SECTION 151 OF THE

delaware

GENERAL CORPORATION LAW

The undersigned, Yosef Eichorn,

does hereby certify that:

1. He is the Chief Executive

Officer of Cyabra, Inc., a Delaware corporation (the “Corporation”).

2. The Corporation is authorized

to issue 10,000,000 shares of preferred stock, none of which have been issued.

3. The following resolutions

were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS, the certificate

of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of 10,000,000 shares,

$0.0001 par value per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors

is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation

preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof,

of any of them; and

WHEREAS, it is the desire

of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating

to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Merger Agreement and Note Purchase Agreement,

up to 3,060 shares of the preferred stock which the Corporation has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED,

that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities,

rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of

preferred stock as follows:

TERMS OF PREFERRED STOCK

Section 1. Definitions.

For the purposes hereof, the following terms shall have the following meanings:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Alternate

Consideration” shall have the meaning set forth in Section 7(e).

“Base Conversion

Price” shall have the meaning set forth in Section 7(b).

“Beneficial

Ownership Limitation” shall have the meaning set forth in Section 6(d).

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In”

shall have the meaning set forth in Section 6(c)(iv).

“Closing”

means the issuance of the Securities pursuant to Section 2.1 of the Note Purchase Agreement.

“Closing

Date” means the Effective Date of the Merger.

“Closing

Price” means the Nasdaq Official Closing Price as reported on Nasdaq’s website for the applicable Trading Day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into

which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion

Amount” means the sum of the Stated Value at issue.

“Conversion

Date” shall have the meaning set forth in Section 6(a).

“Conversion

Price” shall have the meaning set forth in Section 6(b).

“Conversion

Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance

with the terms hereof.

“Dilutive

Issuance” shall have the meaning set forth in Section 7(b).

“Dilutive

Issuance Notice” shall have the meaning set forth in Section 7(b).

“Effective

Date” means the effective date of the Merger.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the

Corporation pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the

Corporation or a majority of the members of a committee of non-employee directors established for such purpose and such plan is duly ratified

by the Corporation’s stockholders at an annual or special meeting held, in whole or in part, for such purpose, (b) securities upon

the exercise or exchange of or conversion of any securities issued pursuant to the Merger Agreement and/or other securities exercisable

or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of the Merger Agreement, provided that

such securities have not been amended since the date of the Merger Agreement to increase the number of such securities or to decrease

the exercise price, exchange price or conversion price of any such securities or to extend the term of such securities, (c) securities

issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Corporation, provided

that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that

require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be

to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an

asset in a business synergistic with the business of the Corporation and shall provide to the Corporation additional benefits in addition

to the investment of funds, but shall not include a transaction in which the Corporation is issuing securities primarily for the purpose

of raising capital or to an entity whose primary business is investing in securities, and (d) shares of Common Stock or Common Stock Equivalents

to (i) consultants or advisors, or to their designees, for bona fide services provided in connection with the offer or sale of securities

in a capital-raising transaction, or directly or indirectly promoting or maintaining a market for the Corporation’s securities and

(ii) shares of Common Stock or Common Stock Equivalents to vendors, customers or suppliers not to exceed five percent (5%) of the shares

of Common Stock or Common Stock Equivalents in the outstanding on the Closing Date (after giving effect to any stock split, split-up,

reverse stock split, stock dividend or distribution of securities convertible into Common Stock or Common Stock Equivalents, reorganization,

recapitalization, reclassification or other like change occurring after the date hereof); provided that such securities are issued as

“restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any

registration statement in connection therewith.

“Fundamental

Transaction” shall have the meaning set forth in Section 7(e).

“GAAP”

means United States generally accepted accounting principles.

“Holder”

shall have the meaning given such term in Section 2.

“Junior

Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which

are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference.

“Liquidation”

shall have the meaning set forth in Section 5.

“Merger” means the consummation of the transactions

contemplated by the Merger Agreement.

“Merger

Agreement” means the Merger Agreement, by and among the Corporation, Trailblazer Merger Corporation I, Trailblazer Merger Sub,

Ltd., and Cyabra Strategy Ltd., dated July 22, 2024 as amended, modified or supplemented from time to time in accordance with its terms.

“New York

Courts” shall have the meaning set forth in Section 11(d).

“Note Purchase

Agreement” means the Convertible Note Purchase Agreement, dated July 22, 2024, between Cyabra Strategy Ltd. and each purchaser

identified on the signature pages thereto.

“Notice

of Conversion” shall have the meaning set forth in Section 6(a).

“Original

Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers

of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred

Stock.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred

Stock” shall have the meaning set forth in Section 2.

“Registration

Statement” means the registration statement on Form S-4 registering all securities of Cyabra Strategy Ltd., including the Preferred

Stock and the Conversion Shares.

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar

rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities”

means the Preferred Stock and the Conversion Shares.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share

Delivery Date” shall have the meaning set forth in Section 6(c).

“Stated

Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“Subsidiary”

means any subsidiary of the Corporation as set forth on Schedule 3.1(a) of the Merger Agreement and shall, where applicable, also

include any direct or indirect subsidiary of the Corporation formed or acquired after the date of the Merger Agreement.

“Successor

Entity” shall have the meaning set forth in Section 7(e).

“Trading

Day” means a day on which the principal Trading Market is open for business.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, (or any successors to any of the foregoing).

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Corporation and any successor

transfer agent of the Corporation.

“Variable

Rate Transaction” means a transaction in which the Corporation (i) issues or sells any debt or equity securities that are convertible

into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price,

exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares

of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange

price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence

of specified or contingent events directly or indirectly related to the business of the Corporation or the market for the Common Stock

or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an “at-the-market offering”,

whereby the Corporation may issue securities at a future determined price regardless of whether shares pursuant

to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled.

Section 2. Designation,

Amount and Par Value. The series of preferred stock shall be designated as its Series A Convertible Preferred Stock (the “Preferred

Stock”) and the number of shares so designated shall be up to 3,060 (which shall not be subject to increase without the written

consent of the holders of a majority of the then outstanding shares of the Preferred Stock (each, a “Holder” and collectively,

the “Holders”)). Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value equal

to $1,000, subject to increase set forth in Section 3 below (the “Stated Value”).

Section 3. Dividends.

Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock

basis, disregarding for such purpose any conversion limitations hereunder) to and in the same form as dividends actually paid on shares

of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares

of Preferred Stock. The Corporation shall not pay any dividends on the Common Stock unless the Corporation simultaneously complies with

this provision.

Section 4. Voting

Rights. Except as otherwise provided herein or as otherwise required by law, the Preferred Stock shall vote together with the Common

Stock on an as-converted basis, provided, that the number of votes allowed to any Holder shall not exceed the Beneficial Ownership Limitation

of such Holder as limited in Section 6(d) hereof. However, as long as any shares of Preferred Stock are outstanding, the Corporation shall

not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, amend this Certificate

of Designation, its certificate of incorporation or other charter documents, if such amendment would increase or decrease the aggregate

number of authorized shares of the Preferred Stock, increase or decrease the par value of the shares of the Preferred Stock, or alter

or change the powers, preferences, or special rights of the shares of the Preferred Stock so as to affect them adversely.

Section 5. Liquidation.

Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),

the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated

Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate

of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities,

and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the

Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares

if all amounts payable thereon were paid in full. The Corporation shall mail written notice of any such Liquidation, not less than 45

days prior to the payment date stated therein, to each Holder.

Section 6. Conversion.

a) Conversions

at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the

Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set

forth in Section 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders

shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a

“Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be

converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock

owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to

the date the applicable Holder delivers by .pdf via email such Notice of Conversion to the Corporation (such date, the

“Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be

the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall

be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be

required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or

mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the

certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented

thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock

promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock in accordance with the terms

hereof shall be canceled and shall not be reissued.

Conversion Price. The conversion price for the Preferred Stock shall equal $3.5358, subject to adjustment herein (the “Conversion

Price”).

c) Mechanics of Conversion.

i. Delivery

of Conversion Shares Upon Conversion. Not later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days

comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery

Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder (A) the number of Conversion

Shares being acquired upon the conversion of the Preferred Stock which shall be free of restrictive legends and trading restrictions

(other than those which may then be required by the Note Purchase Agreement), and (B) a bank check in the amount of accrued and

unpaid dividends, if any. The Corporation shall deliver the Conversion Shares required to be delivered by the Corporation under this

Section 6 electronically through the Depository Trust Company or another established clearing corporation performing similar

functions. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a

number of Trading Days, on the Corporation’s primary Trading Market with respect to the Common Stock as in effect on the date

of delivery of the Notice of Conversion.

ii.

Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered

to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the

Corporation at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation

shall promptly return to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly

return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

iii. Obligation

Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon

conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or

inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment

against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any

breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged

violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such

obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however,

that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such

Holder. In the event a Holder shall elect to convert any or all of the Stated Value of its Preferred Stock, the Corporation may not

refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been engaged in any

violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or

enjoining conversion of all or part of the Preferred Stock of such Holder shall have been sought and obtained, and the Corporation

posts a surety bond for the benefit of such Holder in the amount of 150% of the Stated Value of Preferred Stock which is subject to

the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the

proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the

Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the Corporation fails to

deliver to a Holder such Conversion Shares pursuant to Section 6(c)(i) by the Share Delivery Date applicable to such conversion, the

Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of

Preferred Stock being converted, $50 per Trading Day (increasing to $100 per Trading Day on the third Trading Day and increasing to

$200 per Trading Day on the sixth Trading Day after the Share Delivery Date) for each Trading Day after the Share Delivery Date

until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to

pursue actual damages or declare a Triggering Event pursuant to Section 10 hereof for the Corporation’s failure to deliver

Conversion Shares within the period specified herein and

such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation,

a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to

enforce damages pursuant to any other Section hereof or under applicable law.

iv. Compensation

for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the

Holder, if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date

pursuant to Section 6(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an

open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver

in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion

relating to such Share Delivery Date (a “Buy-In”), then the Corporation shall (A) pay in cash to such Holder (in

addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total

purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate

number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual

sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and

(B) at the option of such Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of

Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the

number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements

under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a

Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual sale price of the

Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause

(A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the

Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the

Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies

available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive

relief with respect to the Corporation’s failure to timely deliver the Conversion Shares upon conversion of the shares of

Preferred Stock as required pursuant to the terms hereof.

v. Reservation

of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its

authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment

of dividends on the Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase

rights of Persons other than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of

shares of the Common Stock as shall (subject to the terms and conditions set forth in the Note Purchase Agreement) be issuable

(taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred

Stock and payment of dividends hereunder. The Corporation covenants that all shares of Common Stock that shall be so issuable shall,

upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective

under the Securities Act, shall be registered for public resale in accordance with such Registration Statement (subject to such

Holder’s compliance with its obligations under the Registration Rights Agreement).

vi. Fractional

Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock.

As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by

the Conversion Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent

with the provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from

converting fractional shares of Preferred Stock.

vii. Transfer

Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge to any

Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,

provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the

issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of

Preferred Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or

Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the

satisfaction of the Corporation that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day

processing of any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing corporation

performing similar functions) required for same-day electronic delivery of the Conversion Shares.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall

not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth

on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together

with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially

own in excess of the Beneficial Ownership

Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned

by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon

conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of

Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned

by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted

portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation

contained herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by such Holder or any of

its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d),

beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations

promulgated thereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the

Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution

Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the

submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred

Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties)

and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure

compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of

Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall

have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as

contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations

promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder

may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the

Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public

announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the

number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Corporation shall within one

Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case,

the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities

of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of

which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall

be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common

Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may

increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial

Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section

6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st

day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct

this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained

herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained

in this paragraph shall apply to a successor holder of Preferred Stock.

Section 7. Certain

Adjustments.

Stock Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a

stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other

Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion

of, or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares,

(iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv)

issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion

Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares

of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock

outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the

record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately

after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent

Equity Sales. If, at any time while this Preferred Stock is outstanding, the Corporation or any Subsidiary, as applicable sells

or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale,

grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire

shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the

“Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the

holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price

adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights

per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per

share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on

such date of the Dilutive Issuance), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive

Issuance the Conversion Price shall be reduced to equal the Base Conversion Price provided that the Base Conversion Price shall not

be less than $1.46 (the “Floor Price”); provided, however, the Floor Price shall be adjusted to

reflect fully the appropriate effect of any stock split, split-up, reverse stock split, stock dividend or distribution of securities

convertible into Common Stock or Common Stock Equivalents, reorganization, recapitalization, reclassification or other like change

occurring after the date hereof. Notwithstanding the foregoing, no adjustment will be made under this Section 7(b) in respect of an

Exempt Issuance. Further, commencing eighteen months after the Effective Date, if all of the Conversion Shares have either been

registered for resale or no longer constitute Registrable Securities (as such term is defined in the Registration Rights Agreement),

then this Section 7(b) shall be of no further force and effect, prospectively only. If the Corporation enters into a Variable Rate

Transaction, the Corporation shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible

conversion price at which such securities may be converted or exercised. The Corporation shall notify the Holders in writing, no

later than three (3) Trading Days following the issuance of any Common Stock or Common Stock Equivalents subject to this Section

7(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other

pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the

Corporation provides a Dilutive Issuance Notice pursuant to this Section 7(b), upon the occurrence of any Dilutive Issuance, the

Holders are entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such

Dilutive Issuance, regardless of whether a Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation

grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the

record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to

acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the

Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without

regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the

date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of

which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided,

however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or

beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent)).

Pro Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any

dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return

of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way

of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete conversion of this Preferred Stock (without regard to any limitations on conversion hereof, including without limitation,

the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record

is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution

(provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent

(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent)).

e) Fundamental

Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation

(and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer,

conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any,

direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed

pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or

property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or

indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock

or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,

cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions consummates a stock or share

Merger Agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or

scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common

Stock (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Preferred Stock, the

Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately

prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this

Preferred Stock), the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the

surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of

such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Preferred Stock is convertible

immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this

Preferred Stock). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to

apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common

Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in

a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common

Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall

be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following such

Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or

surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and

issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert

such preferred stock into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental Transaction in

which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of

the Corporation under this Certificate of Designation and the other Transaction Documents (as defined in the Merger Agreement) in

accordance with the provisions of this Section 7(e) pursuant to written agreements in form and substance reasonably satisfactory to

the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of

the holder of this Preferred Stock, deliver to the Holder in exchange for this Preferred Stock a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Preferred Stock which is convertible for a

corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common

Stock acquirable and receivable upon conversion of this Preferred Stock (without regard to any limitations on the conversion of this

Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to

such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental

Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being

for the purpose of protecting the economic value of this Preferred Stock immediately prior to the consummation of such Fundamental

Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental

Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental

Transaction, the provisions of this Certificate of Designation and the other Transaction Documents referring to the

“Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation

and shall assume all of the obligations of the Corporation under this Certificate of Designation

and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Corporation herein.

Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share,

as the case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given

date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

Notice to the Holders.

i. Adjustment

to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation

shall promptly deliver to each Holder by email a notice setting forth the Conversion Price after such adjustment and setting forth a

brief statement of the facts requiring such adjustment.

ii. Notice to

Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the

Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any

shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in

connection with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale

or transfer of all or substantially all of the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or any

compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Corporation shall

authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case,

the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this Preferred Stock,

and shall cause to be delivered by email to each Holder at its last email address as it shall appear upon the stock books of the

Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice

stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or

warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such

dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is

expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,

cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided

that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains,

material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file

such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion

Amount of this Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the

effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 8. Transfer

Restrictions.

a) A

Holder shall not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed

to, or might reasonably be expected to, result in the disposition of) any shares of Preferred Stock of the Corporation held by such Holder;

provided, however, a Holder may transfer shares of Preferred Stock to an Affiliate of such Holder upon prior written notice to the Corporation.

For clarity, the transfer restriction created by this Section 8 shall not apply to any Conversion Shares.

For purposes of complying with Section 8(a), any book-entry receipt or certificate representing

shares of Preferred Stock shall bear the following restrictive legend: “THE SHARES REPRESENTED

HEREBY MAY NOT BE OFFERED, SOLD, HYPOTHECATED, PLEDGED OR OTHERWISED DISPOSED OF, EXCEPT TO AN AFFILIATE OF THE HOLDER UPON PRIOR WRITTEN

NOTICE TO THE CORPORATION.”

Section 9. Miscellaneous.

a) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any

Notice of Conversion, shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally recognized

overnight courier service, addressed to the Corporation, at the address set forth in the Note Purchase Agreement or such other

e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with

this Section 9. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in

writing and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight courier service addressed to

each Holder at the e-mail address or address of such Holder appearing on the books of the Corporation, or if no such e-mail address

or address appears on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Note

Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of

(i) the date of transmission, if such notice or communication is delivered via e-mail attachment at the e-mail address set forth in

this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such

notice or communication is delivered via e-mail attachment at the e-mail address set forth in this Section on a day that is not a

Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of

mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such

notice is required to be given.

Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or

impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages and accrued dividends, as applicable,

on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost,

stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated

certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred

Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate,

and of the ownership hereof reasonably satisfactory to the Corporation.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of

Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard

to the principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions

contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,

shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan

(the “New York Courts”). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of

the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and

agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York

Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably

waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof

via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices

to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice

thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable

law. The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to

trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby.

If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party

in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred

in the investigation, preparation and prosecution of such action or proceeding.

Waiver. Any provision in this Certificate of Designation may be waived with the affirmative vote of the Holders of 67% of

the then outstanding shares of the Preferred Stock. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate

of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other

provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon

strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that

party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate

of Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing.

Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this

Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless

remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder

violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the

maximum rate of interest permitted under applicable law.

Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such

payment shall be made on the next succeeding Business Day.

Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation

and shall not be deemed to limit or affect any of the provisions hereof.

Status of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Note Purchase

Agreement. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the

status of authorized but unissued shares of preferred stock and shall no longer be designated as Series A Convertible Preferred Stock.

*********************

RESOLVED, FURTHER, that the Chairman, the president

or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed

to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution

and the provisions of Delaware law.

IN WITNESS WHEREOF, the undersigned

have executed this Certificate this 26th day of March 2026.

/s/ Yosef Eichorn

Name:

Yosef Eichorn

Title:

Chief Executive Officer

ANNEX A

NOTICE OF CONVERSION

(To be

Executed by the Registered Holder in order to Convert Shares of Preferred Stock)

The undersigned hereby elects to convert the number

of shares of Series A Convertible Preferred Stock indicated below into shares of common stock, par value $0.0001 per share (the “Common

Stock”), of Cyabra, Inc., a Delaware corporation (the “Corporation”), according to the conditions hereof,

as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned

will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required

by the Corporation in accordance with the Note Purchase Agreement. No fee will be charged to the Holders for any conversion, except for

any such transfer taxes.

Conversion calculations:

Date to Effect Conversion: ________________________________________________________________

Number of shares of Preferred Stock owned prior to Conversion: ___________________________________

Number of shares of Preferred Stock to be Converted: ____________________________________________

Stated Value of shares of Preferred Stock to be Converted: ________________________________________

Number of shares of Common Stock to be Issued: _______________________________________________

Applicable Conversion Price: ______________________________________________________________

Number of shares of Preferred Stock owned subsequent to Conversion: ______________________________

Address for Delivery: ______________________

DWAC Instructions:

Broker no: _________

Account no: ___________

[HOLDER]

By:

Name:

Title:

CERTIFICATE OF CORRECTION

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS

AND LIMITATIONS OF SERIES A

CONVERTIBLE PREFERRED STOCK

CYABRA, INC.

Cyabra, Inc. (the “Corporation”),

a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),

DOES HEREBY CERTIFY:

FIRST: The name of the

Corporation is Cyabra, Inc.

SECOND: On March 26,

2026, the Corporation filed the Certificate of Designation of Preferences, Rights And Limitations Of Series A Convertible Preferred

Stock with the Secretary of State of the State of Delaware (the “Certificate”), which instrument requires correction as

permitted by subsection (f) of Section 103 of the DGCL.

THIRD: The

inaccuracies or defects of the Certificate to be corrected hereby are as follows:

a. As

a result of a scrivener’s error, the sixth sentence of the preamble of the Certificate erroneously states that the board of directors

of the Corporation desires to designate 3,060 shares. However, the number of shares that the board of directors of the Corporation desires

to designate is intended to be 3,061.

b. As

a result of a scrivener’s error, Section 2 of the Certificate erroneously states that the number of designated shares shall be 3,060.

However, the number of designated shares is intended to be 3,061.

c. As

a result of a scrivener’s error, Section 6(b) of the Certificate erroneously states that the conversion price shall equal $3.5358.

However, the conversion price is intended to equal $3.5357.

FOURTH: The sixth

sentence of the preamble of the Certificate is hereby corrected to read in its entirety as follows:

“WHEREAS, it

is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other

matters relating to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Merger Agreement and

Note Purchase Agreement, up to 3,061 shares of the preferred stock which the Corporation has the authority to issue, as follows:”

FIFTH: Section 2 of the

Certificate is hereby corrected to read in its entirety as follows:

“Section

2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series A Convertible Preferred

Stock (the “Preferred Stock”) and the number of shares so designated shall be up to 3,061 (which shall not be subject

to increase without the written consent of the holders of a majority of the then outstanding shares of the Preferred Stock (each, a “Holder”

and collectively, the “Holders”)). Each share of Preferred Stock shall have a par value of $0.0001 per share and a

stated value equal to $1,000, subject to increase set forth in Section 3 below (the “Stated Value”).”

SIXTH: Section 6(b) of

the Certificate is hereby corrected to read in its entirety as follows:

“b) Conversion

Price. The conversion price for the Preferred Stock shall equal $3.5357, subject to adjustment herein (the “Conversion

Price”).”

SEVENTH: All other

provisions of the Certificate remain unchanged.

IN WITNESS WHEREOF, the Corporation

has caused this Certificate of Correction to be executed by its duly authorized officer on this 27th day of March, 2026.

CYABRA, INC.

/s/ Yael Sandler

Name:

Yael Sandler

Title:

Chief Financial Officer

EX-3.4 — CERTIFICATE OF DESIGNATION OF HOLDINGS RELATING TO THE SERIES B CONVERTIBLE PREFERRED STOCK

EX-3.4

Filename: ea028336201ex3-4.htm · Sequence: 4

Exhibit 3.4

Cyabra,

Inc.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES B CONVERTIBLE PREFERRED STOCK

PURSUANT

TO SECTION 151 OF THE

delaware

GENERAL CORPORATION LAW

The undersigned, Yosef

Eichorn, does hereby certify that:

1. He is the Chief Executive

Officer of Cyabra, Inc., a Delaware corporation (the “Corporation”).

2. The Corporation is authorized

to issue 10,000,000 shares of preferred stock, none of which has been issued.

3. The following resolutions

were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS, the certificate of

incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of 10,000,000 shares,

$0.0001 par value per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors

is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation

preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof,

of any of them; and

WHEREAS, it is the desire

of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions, and other matters relating

to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Purchase Agreement, up to 13,330 shares

of the preferred stock which the Corporation has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED,

that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities,

rights or property and does hereby fix and determine the rights, preferences, restrictions, and other matters relating to such series

of preferred stock as follows:

TERMS OF PREFERRED STOCK

Section 1. Definitions.

For the purposes hereof, the following terms shall have the following meanings:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Alternate

Consideration” shall have the meaning set forth in Section 7(e).

“Beneficial

Ownership Limitation” shall have the meaning set forth in Section 6(d).

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In”

shall have the meaning set forth in Section 6(c)(iv).

“Closing”

means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto and all conditions precedent to (i) each Holder’s obligations to pay the Subscription Amount and (ii) the Corporation’s

obligations to deliver the Securities have been satisfied or waived.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into

which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Corporation or the Subsidiaries that would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants, or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion

Amount” means the sum of the Stated Value at issue.

“Conversion

Date” shall have the meaning set forth in Section 6(a).

“Conversion

Price” shall have the meaning set forth in Section 6(b).

“Conversion

Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock in

accordance with the terms hereof.

“Conversion

Shares Registration Statement” means a registration statement that registers the resale of all Conversion Shares of the Holders,

who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

“Effective

Date” means the date that the Conversion Shares Registration Statement filed by the Corporation pursuant to the Registration

Rights Agreement is first declared effective by the Commission.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fundamental

Transaction” shall have the meaning set forth in Section 7(e).

“GAAP”

means United States generally accepted accounting principles.

“Holder”

shall have the meaning given such term in Section 2.

“Issuable

Maximum” shall have the meaning set forth in Section 6(e).

“Liquidation”

shall have the meaning set forth in Section 5.

“Notice

of Conversion” shall have the meaning set forth in Section 6(a).

“Original

Issue Date” means the date of the first issuance of any shares of the Series B Preferred Stock regardless of the number of transfers

of any particular shares of Series B Preferred Stock and regardless of the number of certificates which may be issued to evidence such

Series B Preferred Stock.

“Parity

Securities” means the Series A Preferred Stock of the Corporation and any other class or series of capital stock

of the Corporation hereinafter created that expressly ranks pari passu with the Series B Preferred Stock (as defined below).

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Purchase

Agreement” means the Securities Purchase Agreement, dated as of the Original Issue Date, among the Corporation and the original

Holders, as amended, modified, or supplemented from time to time in accordance with its terms.

“Registration

Rights Agreement” means the Registration Rights Agreement, dated as of the date of the Purchase Agreement, among the Corporation

and the original Holders, in the form of Exhibit B attached to the Purchase Agreement.

“Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering

the resale of the Underlying Shares by each Holder as provided for in the Registration Rights Agreement.

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar

rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424”

means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities”

means the Preferred Stock, the Warrants, the Warrant Shares, and the Underlying Shares.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series

B Preferred Stock” shall have the meaning set forth in Section 2.

“Share

Delivery Date” shall have the meaning set forth in Section 6(c).

“Stated

Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“Subscription

Amount” shall mean, as to each Holder, the aggregate amount to be paid for the Series B Preferred Stock purchased pursuant to

the Purchase Agreement as specified below such Holder’s name on the signature page of the Purchase Agreement and next to the heading

“Subscription Amount,” in United States dollars and in immediately available funds.

“Subsidiary”

means any subsidiary of the Corporation as set forth on Schedule 3.1(a) of the Purchase Agreement and shall, where applicable,

also include any direct or indirect subsidiary of the Corporation formed or acquired after the date of the Purchase Agreement.

“Successor

Entity” shall have the meaning set forth in Section 7(e).

“Trading

Day” means a day on which the principal Trading Market is open for business.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, or any successors to any of the foregoing.

“Transaction

Documents” means this Certificate of Designation, the Purchase Agreement, the Warrants, the Registration Rights Agreement, all

exhibits and schedules thereto and hereto, and any other documents or agreements executed in connection with the transactions contemplated

pursuant to the Purchase Agreement.

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Corporation and any successor

transfer agent of the Corporation.

“Underlying

Shares” means the shares of Common Stock issued and issuable upon conversion of the Series B Preferred Stock and upon exercise

of the Warrants.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB® Venture Market (“OTCQB”)

or the OTCQX® Best Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the

Common Stock for such date (or the nearest preceding date) on the OTCQB or the OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on the OTCQB or the OTCQX and if prices for the Common Stock are then reported in the Pink®

Open Market (“Pink Market”) operated by OTC Markets Inc. (or a similar organization or agency succeeding to its functions

of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market

value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest

of the Securities then outstanding and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation.

“Warrants”

means the Common Stock purchase warrants delivered to the Holder at the Closing in accordance with Section 2.2(a) of the Purchase Agreement,

which Warrants shall be exercisable immediately and have a term of exercise equal to one year, in the form of Exhibit A attached

to the Purchase Agreement.

“Warrant

Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

Section 2. Designation,

Amount and Par Value. The series of preferred stock shall be designated as its Series B Convertible Preferred Stock (the “Series

B Preferred Stock”) and the number of shares so designated shall be up to 13,330 (which shall not be subject to increase without

the written consent of all of the holders of the Series B Preferred Stock (each, a “Holder” and, collectively, the

“Holders”)). Each share of Series B Preferred Stock shall have a par value of $0.0001 per share and a stated value

equal to $1,000, subject to increase set forth in Section 3 below (the “Stated Value”).

Section 3. Dividends.

Except for stock dividends or distributions for which adjustments are to be made pursuant to Section 7, Holders shall be entitled to receive,

and the Corporation shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to

and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the

Common Stock. No other dividends shall be paid on shares of Series B Preferred Stock.

Section 4. Voting

Rights. Except as otherwise provided herein or as otherwise required by law, the Series B Preferred Stock shall have no voting rights.

However, as long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of

the Holders of a majority of the then-outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences,

or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation

or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares

of Series B Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Section 5. Liquidation.

Upon any liquidation, dissolution, or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),

the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated

Value, plus any accrued and unpaid dividends thereon, for each share of Series B Preferred Stock and the other Parity Securities before

any distribution or payment shall be made to the holders of the Common Stock, and if the assets of the Corporation shall be insufficient

to pay in full such amounts, then the entire assets to be distributed to the Holders and the holders of other Parity Securities shall

be ratably distributed among the Holders and holders of Parity Securities in accordance with the respective amounts that would be payable

on such shares if all amounts payable thereon were paid in full. The Corporation shall mail written notice of any such Liquidation, not

less than 45 days prior to the payment date stated therein, to each Holder. Upon any liquidation, dissolution, or winding-up of the Corporation,

whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether

capital or surplus, of the Corporation the same amount that a holder of Common Stock would receive if the Series B Preferred Stock were

fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock, which amounts shall be paid pari

passu with all holders of Common Stock. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior

to the payment date stated therein, to each Holder. The merger of the Corporation with Trailblazer Merger Corporation I, a Delaware corporation

or any successor thereto, shall not be deemed a Liquidation

Section 6. Conversion.

a) Conversions

at Option of Holder. Each share of Series B Preferred Stock shall be convertible, at any time and from time to time from and after

the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set

forth in Section 6(d) and Section 6(e)) determined by dividing the Stated Value of such share of Series B Preferred Stock by the Conversion

Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A

(a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Series B Preferred Stock

to be converted, the number of shares of Series B Preferred Stock owned prior to the conversion at issue, the number of shares of Series

B Preferred Stock owned subsequent to the conversion at issue, and the date on which such conversion is to be effected, which date may

not be prior to the date the applicable Holder delivers by .pdf via e-mail such Notice of Conversion to the Corporation (such date, the

“Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the

date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations

and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions

of shares of Series B Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Series

B Preferred Stock to the Corporation unless all of the shares of Series B Preferred Stock represented thereby are so converted, in which

case such Holder shall deliver the certificate representing such shares of Series B Preferred Stock promptly following the Conversion

Date at issue. Shares of Series B Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be

canceled and shall not be reissued.

b) Conversion

Price. The conversion price for the Series B Preferred Stock shall equal $10.00, subject to adjustment herein (the “Conversion

Price”).

c) Mechanics of Conversion

i. Delivery

of Conversion Shares Upon Conversion. Not later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising

the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”), the Corporation

shall deliver, or cause to be delivered, to the converting Holder (A) Conversion Shares that, on or after the earlier of (i) the six-month

anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions

(other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon

the conversion of the Series B Preferred Stock and (B) a bank check in the amount of accrued and unpaid dividends, if any. On or after

the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, the Corporation shall use its best

efforts to deliver the Conversion Shares required to be delivered by the Corporation under this Section 6 electronically through The Depository

Trust Company or another established clearing corporation performing similar functions. As used herein, “Standard Settlement

Period” means the standard settlement period, expressed in a number of Trading Days, on the Corporation’s primary Trading

Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Conversion. Notwithstanding the foregoing,

with respect to any Notice(s) of Conversion delivered by 12:00 noon (New York City time) on the Original Issue Date, the Corporation agrees

to deliver the Conversion Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Original Issue Date.

ii. Failure

to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed

by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any

time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return

to the Holder any original Series B Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the

Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

iii. Obligation

Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion

of Series B Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction

by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any

Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged

breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder

or any other person, and irrespective of any other circumstance that might otherwise limit such obligation of the Corporation to such

Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate

as a waiver by the Corporation of any such action that the Corporation may have against such Holder. In the event a Holder shall elect

to convert any or all of the Stated Value of its Series B Preferred Stock, the Corporation may not refuse conversion based on any claim

that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, agreement, or for any other

reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Series B

Preferred Stock of such Holder shall have been sought and obtained. If the Corporation fails to deliver to a Holder such Conversion Shares

pursuant to Section 6(c)(i) by the Share Delivery Date applicable to such conversion, the Corporation shall pay to such Holder, in cash,

as liquidated damages and not as a penalty, for each $5,000 of Stated Value of Series B Preferred Stock being converted, $50 per Trading

Day (increasing to $100 per Trading Day on the third Trading Day and increasing to $200 per Trading Day on the sixth Trading Day after

the Share Delivery Date) for each Trading Day after the Share Delivery Date until such Conversion Shares have been delivered or Holder

rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages for the Corporation’s failure

to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available

to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise

of any such rights shall not prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable

law.

iv. Compensation

for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder,

if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date pursuant to

Section 6(c)(i), and if, after such Share Delivery Date, such Holder is required by its brokerage firm to purchase (in an open market

transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction

of a sale by such Holder of the Conversion Shares that such Holder was entitled to receive upon the conversion relating to such Share

Delivery Date (a “Buy-In”), then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies

available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any

brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock

that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order

giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either

reissue (if surrendered) the shares of Series B Preferred Stock equal to the number of shares of Series B Preferred Stock submitted for

conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that

would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i). For example, if a

Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion

of shares of Series B Preferred Stock with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions)

giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation

shall be required to pay such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to

such Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit

a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree

of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver Conversion Shares upon

conversion of the shares of Series B Preferred Stock as required pursuant to the terms hereof.

v. Reservation

of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized

and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series B Preferred Stock as herein provided,

free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of

the Series B Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions

set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion

of the then-outstanding shares of Series B Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so

issuable shall, upon issue, be duly authorized, validly issued, fully paid, and nonassessable and, if the Conversion Shares Registration

Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Conversion Shares

Registration Statement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

vi. Fractional

Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series B Preferred

Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Conversion Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent with the

provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from converting fractional

shares of Series B Preferred Stock.

vii. Transfer

Taxes and Expenses. The issuance of Conversion Shares on conversion of this Series B Preferred Stock shall be made without charge

to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,

provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance

and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Series B Preferred

Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting

the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation

that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion

and all fees to The Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day

electronic delivery of the Conversion Shares.

d) Beneficial

Ownership Limitation. The Corporation shall not effect any conversion of the Series B Preferred Stock, and a Holder shall not have

the right to convert any portion of the Series B Preferred Stock, to the extent that, after giving effect to the conversion set forth

on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together

with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially

own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares

of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common

Stock issuable upon conversion of the Series B Preferred Stock with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock that are issuable upon (i) conversion of the remaining, unconverted Stated Value of Series B Preferred

Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised

or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation

contained herein (including, without limitation, the Series B Preferred Stock or the Warrants) beneficially owned by such Holder or any

of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial

ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Series B Preferred Stock is

convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many

shares of Series B Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion

shall be deemed to be such Holder’s determination of whether the shares of Series B Preferred Stock may be converted (in relation

to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Series B Preferred

Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder

will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated

the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination.

In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the

Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding

shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following:

(i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public

announcement by the Corporation, or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number

of shares of Common Stock outstanding. Upon the written or oral request (which may be via e-mail) of a Holder, the Corporation shall within

one Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number

of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation,

including the Series B Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number

of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number

of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion

of Series B Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial

Ownership Limitation provisions of this Section 6(d) applicable to its Series B Preferred Stock, provided that the Beneficial Ownership

Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance

of shares of Common Stock upon conversion of this Series B Preferred Stock held by the Holder and the provisions of this Section 6(d)

shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day

after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph

shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this

paragraph (or any portion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein

or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this

paragraph shall apply to a successor holder of Series B Preferred Stock.

Section 7. Certain

Adjustments.

a) Stock

Dividends and Stock Splits. If the Corporation, at any time while this Series B Preferred Stock is outstanding: (i) pays a stock dividend

or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock

Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of,

or payment of a dividend on, this Series B Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of

shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares,

or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then

the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding

any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of

shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective

immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become

effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

b) Subsequent

Equity Sales. (i) For a period ending 18 months from the Original Issue Date if, at any time while the Series B Preferred Stock is

outstanding, the Corporation or any Subsidiary, as applicable sells or grants any option to purchase or sells or grants any right to reprice,

or otherwise disposes of or issues (or announces any sale, grant, or any option to purchase or other disposition), any Common Stock or

Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the

Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive

Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation

of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices, or otherwise, or due to warrants, options,

or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price

per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on

such date of the Dilutive Issuance), then, simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance,

the Conversion Price shall be reduced to equal the Base Conversion Price, provided that the Base Conversion Price shall not be less than

$1.46 (the “Floor Price”). Notwithstanding the foregoing, no adjustment will be made under this Section 7(b) in respect

of an Exempt Issuance. If the Corporation enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement,

the Corporation shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which

such securities may be converted or exercised. The Corporation shall notify the Holders in writing, no later than the Trading Day following

the issuance of any Common Stock or Common Stock Equivalents subject to this Section 7(b), indicating therein the applicable issuance

price, or applicable reset price, exchange price, conversion price, and other pricing terms (such notice, the “Dilutive Issuance

Notice”). For purposes of clarification, whether or not the Corporation provides a Dilutive Issuance Notice pursuant to this

Section 7(b), upon the occurrence of any Dilutive Issuance, the Holders are entitled to receive a number of Conversion Shares based upon

the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether a Holder accurately refers to the Base

Conversion Price in the Notice of Conversion. (ii) Notwithstanding the foregoing, during the period which commences six months from the

Original Issue Date, if the Common Stock is registered for sale under the Securities Act by the Holder and the Nasdaq Official Closing

Price exceeds $16.00 (adjusted for any stock split, reverse split, share dividend or similar capital adjustment after the Original Issue

Date) for any ten consecutive Trading Days after the commencement of such period, then the Base Conversion Price shall be the midpoint

between the initial Conversion Price and what would otherwise be the Base Conversion Price, provided that the adjusted Base Conversion

Price shall not be less than the Floor Price. (iii) In addition, commencing 12 months after the Original Issue Date, if the Holder (together

with its Attribution Parties) holds less than 10% of its original Subscription Amount of Series B Preferred Stock (or Conversion Shares

then held), the provisions of this Section 7(b) shall terminate as to such Holder and its Attribution Parties.

c) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants, issues, or

sells any Common Stock Equivalents or rights to purchase stock, warrants, securities, or other property pro rata to the record holders

of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon

the terms applicable to such Purchase Rights, the aggregate Purchase Rights that the Holder could have acquired if the Holder had held

the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Series B Preferred Stock (without regard

to any limitations on exercise hereof, including, without limitation, the Beneficial Ownership Limitation) immediately before the date

on which a record is taken for the grant, issuance, or sale of such Purchase Rights, or, if no such record is taken, the date as of which

the record holders of shares of Common Stock are to be determined for the grant, issue, or sale of such Purchase Rights (provided,

however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder

exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent

(or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to

such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding

the Beneficial Ownership Limitation).

d) Pro

Rata Distributions. During such time as this Series B Preferred Stock is outstanding, if the Corporation declares or makes any dividend

or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock, or other securities, property, or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement, or other similar transaction) (a “Distribution”),

at any time after the issuance of this Series B Preferred Stock, then, in each such case, the Holder shall be entitled to participate

in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of

Common Stock acquirable upon complete conversion of this Series B Preferred Stock (without regard to any limitations on conversion hereof,

including, without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,

or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation

in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution

would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such

Distribution to such extent (or beneficial ownership of such shares of Common Stock as a result of such Distribution to such extent) and

such Distribution to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result

in the Holder exceeding the Beneficial Ownership Limitation).

e) Fundamental

Transaction. If, at any time while this Series B Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one

or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation,

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance, or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer, or exchange

offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender,

or exchange their shares for other securities, cash, or property and has been accepted by the holders of 50% or more of the outstanding

Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization,

or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into

or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions

consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off, or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of

Common Stock (each, a “Fundamental Transaction”), then, upon any subsequent conversion of this Series B Preferred Stock,

the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior

to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Series B

Preferred Stock), the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving

corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental

Transaction by a holder of the number of shares of Common Stock for which this Series B Preferred Stock is convertible immediately prior

to such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Series B Preferred Stock).

For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate

Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,

and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative

value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,

cash, or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration

it receives upon any conversion of this Series B Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate

the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate

of Designation with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions

and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The Corporation shall cause any

successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents

(as defined in the Purchase Agreement) in accordance with the provisions of this Section 7(e) pursuant to written agreements in form and

substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction

and shall, at the option of the holder of this Series B Preferred Stock, deliver to the Holder in exchange for this Series B Preferred

Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Series

B Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)

equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Series B Preferred Stock (without regard to

any limitations on the conversion of this Series B Preferred Stock) prior to such Fundamental Transaction, and with a conversion price

that applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares

of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital

stock and such conversion price being for the purpose of protecting the economic value of this Series B Preferred Stock immediately prior

to the consummation of such Fundamental Transaction), and that is reasonably satisfactory in form and substance to the Holder. Upon the

occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after

the date of such Fundamental Transaction, the provisions of this Certificate of Designation and the other Transaction Documents referring

to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation

and shall assume all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents with

the same effect as if such Successor Entity had been named as the Corporation herein.

f) Calculations.

All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

g) Notice

to the Holders.

i. Adjustment

to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation shall

promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement

of the facts requiring such adjustment.

ii. Notice

to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the

Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation

shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital

stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any

reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or

substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other

securities, cash or property, or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation, or winding

up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency maintained

for the purpose of conversion of this Series B Preferred Stock, and shall cause to be delivered to each Holder at its last address as

it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be

entitled to such dividend, distributions, redemption, rights, or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer, or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash, or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer, or share exchange, provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information

regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Series B Preferred Stock (or

any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such

notice except as may otherwise be expressly set forth herein.

Section 8. Miscellaneous.

a) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice

of Conversion, shall be in writing and delivered personally, by .pdf via e-mail, or sent by a nationally recognized overnight courier

service, addressed to the Corporation, at the address set forth above Attention: Yosef Eichorn, email yeichorn@trailblazermergercorp.com

or such other e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance

with this Section 8. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in

writing and delivered personally, by .pdf via e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder

at the e-mail address or address of such Holder appearing on the books of the Corporation, or if no such e-mail address or address appears

on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice

or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if

such notice or communication is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City

time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via e-mail

at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any

Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service,

or (iv) upon actual receipt by the party to whom such notice is required to be given.

b) Absolute

Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation

of the Corporation, which is absolute and unconditional, to pay liquidated damages and accrued dividends, as applicable, on the shares

of Series B Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

c) Lost

or Mutilated Series B Preferred Stock Certificate. If a Holder’s Series B Preferred Stock certificate shall be mutilated, lost,

stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated

certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series

B Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such

certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

d) Governing

Law. All questions concerning the construction, validity, enforcement, and interpretation of this Certificate of Designation

shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the

principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the

transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates,

directors, officers, stockholders, employees, or agents) shall be commenced in the state and federal courts sitting in the City of

New York, Borough of Manhattan (the “New York Courts”). The Corporation and each Holder hereby irrevocably

submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith

or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction

Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not

personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such

proceeding. The Corporation and each Holder hereby irrevocably waives personal service of process and consents to process being

served in any such suit, action, or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery

(with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and

agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall

be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. The Corporation and each

Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal

proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If the Corporation

or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the

prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs

and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate

of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other

provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon

strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that

party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate

of Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing.

Severability. If any provision of this Certificate of Designation is invalid, illegal, or unenforceable, the balance of this

Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless

remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder

violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the

maximum rate of interest permitted under applicable law.

Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such

payment shall be made on the next succeeding Business Day.

Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation

and shall not be deemed to limit or affect any of the provisions hereof.

i) Status

of Converted or Redeemed Series B Preferred Stock. Shares of Series B Preferred Stock may only be issued pursuant to the Purchase

Agreement. If any shares of Series B Preferred Stock shall be converted, redeemed, or reacquired by the Corporation, such shares shall

resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series B Convertible Preferred

Stock.

*********************

RESOLVED, FURTHER, that the Chairman, the president

or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed

to prepare and file this Certificate of Designation in accordance with the foregoing resolution and the provisions of Delaware law.

IN WITNESS WHEREOF, the undersigned have executed

this Certificate this 26th day of March 2026.

By:

/s/ Yosef Eichorn

Name:

Yosef Eichorn

Title:

Chief Executive Officer

ANNEX A

NOTICE OF CONVERSION

(To be

Executed by the Registered Holder in order to Convert Shares of Series B Preferred Stock)

The undersigned hereby elects to convert the number of shares of Series

B Convertible Preferred Stock indicated below into shares of common stock, par value $0.0001 per share (the “Common Stock”),

of Cyabra, Inc., a Delaware corporation (the “Corporation”), according to the conditions hereof, as of the date written

below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer

taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in

accordance with the Purchase Agreement. No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations:

Date to Effect Conversion: ________________________________________________________________

Number of shares of Series B Preferred Stock owned prior to Conversion:

_____________________________

Number of shares of Series B Preferred Stock to be Converted: _____________________________________

Stated Value of shares of Series B Preferred Stock to be Converted:

_________________________________

Number of shares of Common Stock to be Issued: ______________________________________________

Applicable Conversion Price:______________________________________________________________

Number of shares of Series B Preferred Stock subsequent to Conversion:

____________________________

Address for Delivery: ______________________

DWAC Instructions:

Broker no: _________

Account no: ___________

[HOLDER]

By:

Name:

Title:

EX-3.5 — CERTIFICATE OF DESIGNATION OF HOLDINGS RELATING TO THE SERIES C CONVERTIBLE PREFERRED STOCK

EX-3.5

Filename: ea028336201ex3-5.htm · Sequence: 5

Exhibit 3.5

Cyabra,

Inc.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES C CONVERTIBLE PREFERRED STOCK

PURSUANT

TO SECTION 151 OF THE

delaware

GENERAL CORPORATION LAW

The undersigned, Yosef

Eichorn does hereby certify that:

1. He is the Chief Executive

Officer of Cyabra, Inc., a Delaware corporation (the “Corporation”).

2. The Corporation is authorized

to issue 1,000,000 shares of preferred stock, none of which has been issued.

3. The following resolutions

were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS, the certificate of

incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of 10,000,000 shares,

$0.0001 par value per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors

is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation

preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof,

of any of them;

WHEREAS, the Board of Directors

has designated (i) 3,060 shares of preferred stock as Series A Preferred Stock (ii) 13,330 shares of preferred stock as Series B Preferred

Stock and further desires to designate (iii) 10,660 shares of preferred stock as Series C Preferred Stock;

WHEREAS, the Corporation desires

to convert its Second Amended and Restated Promissory Note into Series C Preferred Stock as set forth herein;

WHEREAS, other than the Conversion

Price, the Series C Preferred Stock shall have the rights, preferences, restrictions and other matters substantially similar to the Series

B Preferred Stock, as set forth herein; and

WHEREAS, it is the desire

of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions, and other matters relating

to a series of the preferred stock, which shall consist of up to 10,660 shares of the Series C Preferred Stock which the Corporation has

the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED,

that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities,

rights or property and does hereby fix and determine the rights, preferences, restrictions, and other matters relating to such series

of preferred stock as follows:

TERMS OF SERIES C PREFERRED STOCK

Section 1. Definitions.

For the purposes hereof, the following terms shall have the following meanings:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Alternate

Consideration” shall have the meaning set forth in Section 7(e).

“Beneficial

Ownership Limitation” shall have the meaning set forth in Section 6(d).

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In”

shall have the meaning set forth in Section 6(c)(iv).

“Closing”

means the closing of the initial business combination of the Corporation and its Affiliates.

“Closing

Date” means the closing date of the initial business combination of the Corporation and its Affiliates.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into

which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Corporation or the Subsidiaries that would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants, or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion

Amount” means the sum of the Stated Value at issue.

“Conversion

Date” shall have the meaning set forth in Section 6(a).

“Conversion

Price” shall have the meaning set forth in Section 6(b).

“Conversion

Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock in

accordance with the terms hereof.

“Conversion

Shares Registration Statement” means a registration statement that registers the resale of all Conversion Shares of the Holders,

who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

“Effective

Date” means the date that the Conversion Shares Registration Statement filed by the Corporation pursuant to the Registration

Rights Agreement is first declared effective by the Commission.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fundamental

Transaction” shall have the meaning set forth in Section 7(e).

“GAAP”

means United States generally accepted accounting principles.

“Holder”

shall have the meaning given such term in Section 2.

“Issuable

Maximum” shall have the meaning set forth in Section 6(e).

“Liquidation”

shall have the meaning set forth in Section 5.

“Notice

of Conversion” shall have the meaning set forth in Section 6(a).

“Original

Issue Date” means the date of the first issuance of any shares of the Series C Preferred Stock regardless of the number of transfers

of any particular shares of Series C Preferred Stock and regardless of the number of certificates which may be issued to evidence such

Series C Preferred Stock.

“Parity

Securities” means the Series A Preferred Stock, the Series B Preferred Stock, and any other class or series of capital stock

of the Corporation hereinafter created that expressly ranks pari passu with the Series C Preferred Stock.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Registration

Rights Agreement” means the Registration Rights Agreement between the Corporation and the original Holders.

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar

rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424”

means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities”

means the Series C Preferred Stock and the Underlying Shares.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series

C Preferred Stock” shall have the meaning set forth in Section 2.

“Share

Delivery Date” shall have the meaning set forth in Section 6(c).

“Stated

Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any

successor entity) from the stockholders of the Corporation with respect to the transactions contemplated by the Transaction Documents,

including the issuance of all of the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

“Subsidiary”

means any subsidiary of the Corporation and shall, where applicable, also include any direct or indirect subsidiary of the Corporation.

“Successor

Entity” shall have the meaning set forth in Section 7(e).

“Trading

Day” means a day on which the principal Trading Market is open for business.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, or any successors to any of the foregoing.

“Transaction

Documents” means this Certificate of Designation, the Second Amended and Restated Promissory Note the Registration Rights Agreement,

all exhibits and schedules thereto and hereto, and any other documents or agreements executed in connection with the transactions contemplated

therein.

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer

agent of the Corporation and any successor transfer agent of the Corporation.

“Underlying

Shares” means the shares of Common Stock issued and issuable upon conversion of the Series C Preferred Stock.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB® Venture

Market (“OTCQB”) or the OTCQX® Best Market (“OTCQX”)

is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTCQB

or the OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on the OTCQB or the OTCQX and if prices for

the Common Stock are then reported in the Pink® Open Market (“Pink Market”)

operated by OTC Markets Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid

price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and

reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation.

Section 2. Designation,

Amount and Par Value. The series of preferred stock shall be designated as its Series C Convertible Preferred Stock (the “Series

C Preferred Stock”) and the number of shares so designated shall be up to 10,660 (which shall not be subject to increase without

the written consent of all of the holders of the Series C Preferred Stock (each, a “Holder” and, collectively, the

“Holders”)). Each share of Series C Preferred Stock shall have a par value of $0.0001 per share and a stated value

equal to $1,000, subject to increase set forth in Section 3 below (the “Stated Value”). So long as any of the Series

C Preferred Stock are issued and outstanding, the Corporation shall not issue any shares of its preferred stock that are senior to the

Series C Preferred Stock in Liquidation without the approval of the Holders of a majority of the issued and outstanding shares of Series

C Preferred Stock

Section 3. Dividends.

Except for stock dividends or distributions for which adjustments are to be made pursuant to Section 7, Holders shall be entitled to receive,

and the Corporation shall pay, dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to

and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the

Common Stock. No other dividends shall be paid on shares of Series C Preferred Stock.

Section 4. Voting

Rights. Except as otherwise provided herein or as otherwise required by law, the Series C Preferred Stock shall have no voting rights.

However, as long as any shares of Series C Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of

the Holders of a majority of the then-outstanding shares of the Series C Preferred Stock, (a) alter or change adversely the powers, preferences,

or rights given to the Series C Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation

or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares

of Series C Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Section 5. Liquidation.

The Series C Preferred Stock shall, with respect to distributions of assets and rights upon the occurrence of any liquidation, dissolution

or winding-up of the Corporation (“Liquidation”), rank pari passu with the Parity Securities. Upon any liquidation, dissolution,

or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled

to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and

unpaid dividends thereon, for each share of Series C Preferred Stock and the other Parity Securities before any distribution or payment

shall be made to the holders of the Common Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts,

then the entire assets to be distributed to the Holders and the holders of other Parity Securities shall be ratably distributed among

the Holders and holders of Parity Securities in accordance with the respective amounts that would be payable on such shares if all amounts

payable thereon were paid in full. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the

payment date stated therein, to each Holder. Upon any liquidation, dissolution, or winding-up of the Corporation, whether voluntary or

involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus,

of the Corporation the same amount that a holder of Common Stock would receive if the Series C Preferred Stock were fully converted (disregarding

for such purposes any conversion limitations hereunder) to Common Stock, which amounts shall be paid pari passu with all holders

of Common Stock. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated

therein, to each Holder. The merger of the Corporation with Trailblazer Merger Corporation I, a Delaware corporation or any successor

thereto, shall not be deemed a Liquidation.

Section 6. Conversion.

a) Conversions

at Option of Holder. Each share of Series C Preferred Stock shall be convertible, at any time and from time to time from and after

the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set

forth in Section 6(d) and Section 6(e)) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Conversion

Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A

(a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Series C Preferred Stock

to be converted, the number of shares of Series C Preferred Stock owned prior to the conversion at issue, the number of shares of Series

C Preferred Stock owned subsequent to the conversion at issue, and the date on which such conversion is to be effected, which date may

not be prior to the date the applicable Holder delivers by .pdf via e-mail such Notice of Conversion to the Corporation (such date, the

“Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the

date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations

and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions

of shares of Series C Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Series

C Preferred Stock to the Corporation unless all of the shares of Series C Preferred Stock represented thereby are so converted, in which

case such Holder shall deliver the certificate representing such shares of Series C Preferred Stock promptly following the Conversion

Date at issue. Shares of Series C Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be

canceled and shall not be reissued.

b) Conversion

Price. The conversion price for the Series C Preferred Stock shall equal $2.4586, subject to adjustment herein (the “Conversion

Price”).

c) Mechanics of Conversion

i. Delivery

of Conversion Shares Upon Conversion. Not later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days

comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery

Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder (A) Conversion Shares that, on

or after the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of

restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing

the number of Conversion Shares being acquired upon the conversion of the Series C Preferred Stock and (B) a bank check in the

amount of accrued and unpaid dividends, if any. On or after the earlier of (i) the six-month anniversary of the Original Issue Date

or (ii) the Effective Date, the Corporation shall use its best efforts to deliver the Conversion Shares required to be delivered by

the Corporation under this Section 6 electronically through The Depository Trust Company or another established clearing corporation

performing similar functions. As used herein, “Standard Settlement Period” means the standard settlement period,

expressed in a number of Trading Days, on the Corporation’s primary Trading Market with respect to the Common Stock as in

effect on the date of delivery of the Notice of Conversion. Notwithstanding the foregoing, with respect to any Notice(s) of

Conversion delivered by 12:00 noon (New York City time) on the Original Issue Date, the Corporation agrees to deliver the Conversion

Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Original Issue Date.

ii. Failure

to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed

by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any

time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return

to the Holder any original Series C Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the

Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

iii. Obligation

Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion

of Series C Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction

by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any

Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged

breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder

or any other person, and irrespective of any other circumstance that might otherwise limit such obligation of the Corporation to such

Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate

as a waiver by the Corporation of any such action that the Corporation may have against such Holder. In the event a Holder shall elect

to convert any or all of the Stated Value of its Series C Preferred Stock, the Corporation may not refuse conversion based on any claim

that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, agreement, or for any other

reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Series C

Preferred Stock of such Holder shall have been sought and obtained, and the Corporation shall have posted a surety bond for the benefit

of such Holder in the amount of 150% of the Stated Value of Series C Preferred Stock that is subject to the injunction, which bond shall

remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to

such Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation shall issue Conversion Shares and, if

applicable, cash, upon a properly noticed conversion. If the Corporation fails to deliver to a Holder such Conversion Shares pursuant

to Section 6(c)(i) by the Share Delivery Date applicable to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated

damages and not as a penalty, for each $5,000 of Stated Value of Series C Preferred Stock being converted, $50 per Trading Day (increasing

to $100 per Trading Day on the third Trading Day and increasing to $200 per Trading Day on the sixth Trading Day after the Share Delivery

Date) for each Trading Day after the Share Delivery Date until such Conversion Shares have been delivered or Holder rescinds such conversion.

Nothing herein shall limit a Holder’s right to pursue actual damages for the Corporation’s failure to deliver Conversion Shares

within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in

equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall

not prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

iv. Compensation

for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the

Holder, if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date

pursuant to Section 6(c)(i), and if, after such Share Delivery Date, such Holder is required by its brokerage firm to purchase (in

an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to

deliver in satisfaction of a sale by such Holder of the Conversion Shares that such Holder was entitled to receive upon the

conversion relating to such Share Delivery Date (a “Buy-In”), then the Corporation shall (A) pay in cash to such

Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such

Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product

of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue

multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any

brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of Series C Preferred Stock

equal to the number of shares of Series C Preferred Stock submitted for conversion (in which case, such conversion shall be deemed

rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely

complied with its delivery requirements under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having a

total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series C Preferred Stock with

respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase

obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay

such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to such Holder in respect

of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of

specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver Conversion Shares

upon conversion of the shares of Series C Preferred Stock as required pursuant to the terms hereof.

v. Reservation

of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized

and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series C Preferred Stock as herein provided,

free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of

the Series C Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions

set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion

of the then-outstanding shares of Series C Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so

issuable shall, upon issue, be duly authorized, validly issued, fully paid, and nonassessable and, if the Conversion Shares Registration

Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Conversion Shares

Registration Statement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

vi. Fractional

Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series C Preferred

Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Conversion Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent with the

provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from converting fractional

shares of Series C Preferred Stock.

vii. Transfer

Taxes and Expenses. The issuance of Conversion Shares on conversion of this Series C Preferred Stock shall be made without

charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such

Conversion Shares, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer

involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such

shares of Series C Preferred Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or

until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have

established to the satisfaction of the Corporation that such tax has been paid. The Corporation shall pay all Transfer Agent fees

required for same-day processing of any Notice of Conversion and all fees to The Depository Trust Company (or another established

clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.

d) Beneficial

Ownership Limitation. The Corporation shall not effect any conversion of the Series C Preferred Stock, and a Holder shall not have

the right to convert any portion of the Series C Preferred Stock, to the extent that, after giving effect to the conversion set forth

on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together

with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially

own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares

of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common

Stock issuable upon conversion of the Series C Preferred Stock with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock that are issuable upon (i) conversion of the remaining, unconverted Stated Value of Series C Preferred

Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised

or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation

contained herein (including, without limitation, the Series C Preferred Stock) beneficially owned by such Holder or any of its Affiliates

or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be

calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that

the limitation contained in this Section 6(d) applies, the determination of whether the Series C Preferred Stock is convertible (in relation

to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Series C Preferred

Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to

be such Holder’s determination of whether the shares of Series C Preferred Stock may be converted (in relation to other securities

owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Series C Preferred Stock are convertible,

in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to

represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions

set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition,

a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act

and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares

of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following:

(i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public

announcement by the Corporation, or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number

of shares of Common Stock outstanding. Upon the written or oral request (which may be via e-mail) of a Holder, the Corporation shall within

one Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number

of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation,

including the Series C Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number

of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number

of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion

of Series C Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial

Ownership Limitation provisions of this Section 6(d) applicable to its Series C Preferred Stock, provided that the Beneficial Ownership

Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance

of shares of Common Stock upon conversion of this Series C Preferred Stock held by the Holder and the provisions of this Section 6(d)

shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st

day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct

this paragraph (or any portion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation contained

herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The

limitations contained in this paragraph shall apply to a successor holder of Series C Preferred Stock.

Section 7. Certain

Adjustments.

a) Stock

Dividends and Stock Splits. If the Corporation, at any time while this Series C Preferred Stock is outstanding: (i) pays a stock dividend

or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock

Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of,

or payment of a dividend on, this Series C Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of

shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares,

or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then

the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding

any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of

shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective

immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become

effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

b) Subsequent

Equity Sales. (i) For a period ending 18 months from the Original Issue Date if, at any time while this Series C Preferred Stock is

outstanding, the Corporation or any Subsidiary, as applicable sells or grants any option to purchase or sells or grants any right to reprice,

or otherwise disposes of or issues (or announces any sale, grant, or any option to purchase or other disposition), any Common Stock or

Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the

then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive