UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 19, ~~2024~~2025

CYBER APP SOLUTIONS CORP.

(Exact name of Registrant as Specified in Its Charter)

Nevada		001-41946		98-1585090
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2000 Bering Drive

Suite 875

Houston, Texas

77057

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 713 400-2987

(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:

☐	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 $0.001 per share		CYRB		OTC Pink Open Markets

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 ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

AsOn ~~previously~~February ~~reported on the Current Report on Form 8-K filed on September 20~~19, ~~2024 (the “Forbearance Form 8-K”)~~2025, Cyber App Solutions Corp., ~~a Nevada corporation~~ (the “Company”), entered into ~~that~~separate ~~certain~~loan ~~Forbearance~~agreements ~~and Settlement Agreement~~ (~~the~~each a “~~Forbearance~~Loan Agreement,”~~) by~~ and ~~between Kips Bay Select LP~~collectively, athe ~~Delaware limited partnership (~~“~~Kips~~Loan ~~Bay~~Agreements”) ~~and~~, ~~Cyber~~with ~~One,~~Pandora ~~Ltd.~~Energy, aLP ~~Cayman Islands limited company~~ (“~~Cyber One~~Pandora”), ~~and~~Black ~~together~~Hills ~~with Kips Bay~~Properties, ~~the~~LLLP (“~~Holders~~Black Hills”), ~~which~~ ~~was~~Sawtooth ~~amended by that certain Amendment to Forbearance and Settlement Agreement~~Properties, ~~dated~~LLLP ~~October 15, 2024~~ (~~the "First Amendment to Forbearance Agreement"~~“Sawtooth”) and ~~Second~~John ~~Amendment~~A. ~~to Forbearance and Settlement Agreement~~Brda, Trust dated ~~November~~10-9-2015 6(“Trust,” ~~2024~~and ~~(the "Second~~together ~~Amendment~~with ~~to Forbearance Agreement")~~Pandora, asBlack ~~previously~~Hills ~~reported on the Current Reports on Form 8-K filed on October 22, 2024~~ and ~~November~~ 13Sawtooth, ~~2024, respectively (together,~~ the “~~Amendment Form 8-Ks~~Lenders”), ~~pursuant to~~ which ~~the~~provides ~~Holders~~for ~~agreed~~loans to ~~forbear from exercising certain of its rights and remedies available as a result of existing defaults and events of defaults, as previously disclosed, against~~ the Company ~~under~~in the ~~convertible~~principal ~~promissory~~amounts of ~~notes~~$100,000, ~~dated November 21~~$125,000, ~~2023 (the “2023 Convertible Notes”) issued the Holders pursuant to the Securities Purchase Agreement~~$100,000 ~~dated~~and ~~as of November 21~~$75,000, ~~2023~~respectively (~~the~~each a “~~SPA~~Funding Amount”).

~~On December~~The ~~19,~~amounts ~~2024,~~owed ~~the~~under ~~Company~~each ~~entered~~Loan ~~into~~Agreement ~~that~~is ~~certain~~expected ~~Third Amendment~~ to ~~Forbearance~~be ~~and~~repaid ~~Settlement Agreement~~ (~~the~~i) ~~“Third Amendment~~within totwo ~~Forbearance~~weeks ~~Agreement”~~of ~~and together with~~ the ~~Forbearance~~listing ~~Agreement,~~of ~~First~~our ~~Amendment~~common tostock ~~Forbearance Agreement and the Second Amendment to Forbearance Agreement, the~~ (“~~Amended Forbearance~~common ~~Agreement~~stock”) byfor ~~and~~trading ~~between~~on the ~~Holders.~~Nasdaq ~~Pursuant~~Global toSelect ~~the Third Amendment to Forbearance Agreement~~Market, the ~~Holders~~Nasdaq ~~have agreed~~Global to further shift the dates and amounts of the cash payments due under the Amended Forbearance Agreement and to continue to forbear from exercising certain of its rights and remedies available as a result of existing defaults and events of defaultsMarket, ~~as previously disclosed, against~~ the ~~Company~~Nasdaq ~~under~~Capital ~~the 2023 Convertible Notes in exchange for (i) 7~~Market,~~500,000~~ ~~shares of common stock to each Holder (~~the ~~“Third~~New ~~Amendment~~York ~~Forbearance Shares”)~~Stock Exchange, ~~provided~~NYSE ~~that the~~Amex ~~Company~~or ~~will hold in abeyance~~ any ~~shares~~other toNational ~~either~~Securities ~~Holder~~Exchange ~~exceeding the Maximum Percentage~~ (as defined ~~below) and (ii) $8,000,000~~ in ~~cash to each of~~ the Holders on January 31, 2025, which once issued and paid in accordance with the terms of the Amended Forbearance Agreement will result in a full and final settlement of the amounts owing under the 2023 Convertible Notes and the SPA to the Holders. The Third Amendment to Forbearance Agreement amended the 2023 Convertible Notes to include a beneficial ownership limitation that provides that the Holders cannot receive shares of common stock from the conversion of the 2023 Convertible Notes if such conversion would cause each Holder to become directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Securities ~~and~~ Exchange Act of 1934~~, as amended, and the rules and regulations promulgated thereunder~~) ~~of more than 9.99%~~ (the “~~Maximum Percentage~~Applicable Exchange”) ~~of the Company’s outstanding common stock. Each Holder may increase~~ or ~~decrease its Maximum Percentage by written notice to the Company, provided that such increase shall not be effective until the sixty-first~~ (~~61st~~ii) ~~day~~if ~~after delivery of such notice. The Company issued a portion of~~ the ~~Third Amendment Forbearance Shares on December 20, 2024 to get each Holder to its Maximum Percentage. Additionally, the Company has agreed to (i) not incur any additional debt until the Company’s~~ common stock is not listed for trading on ~~a nationally recognized exchange or~~ the ~~full~~Applicable ~~settlement~~Exchange, ofon ~~all~~February ~~obligations~~20, to2026 ~~the~~for ~~Holders and (ii) grant~~ the loans ~~Holders~~with ~~the~~Pandora, ~~right~~Black toHills ~~appoint~~and aSawtooth ~~representative~~and ~~who~~on ~~will~~February ~~have access to the Chief Executive Officer~~19, ~~Chief~~2026 ~~Financial~~for ~~Officer and~~ the ~~Board~~ ofloan ~~Directors~~with ofTrust. ~~the~~The ~~Company~~amounts ~~(the~~owed ~~“Board”)~~under ~~and may attend~~ each ~~meeting~~ ofLoan ~~the Board until all covenants under the Third Amendment to Forbearance~~ Agreement ~~are fully and timely performed. The~~will ~~Holders~~bear ~~have~~an ~~agreed~~annual ~~that~~interest ~~they~~rate ~~will not convert any portion~~ of ~~the 2023 Convertible Notes prior to January 31, 2025~~20%.

~~This~~Under ~~description~~each ofLoan ~~the Third Amendment to Forbearance~~ Agreement, ~~does~~the ~~not~~Funding ~~purport~~Amount ~~to be complete and~~ is ~~qualified~~convertible, in ~~its~~whole ~~entirety~~or byin ~~reference to~~part, ~~the~~at ~~form of Third Amendment to Forbearance Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. For more information about~~ the ~~terms~~option of the ~~Forbearance~~relevant ~~Agreement~~Lender, ~~the~~into ~~First~~shares ~~Forbearance~~of ~~Agreement and the Second~~common ~~Forbearance~~stock ~~Agreement,~~at ~~please~~a ~~see~~conversion ~~the~~price ~~Forbearance~~of ~~Form 8-K and the Amendment Form 8-Ks~~$3.00.

The Company issued as consideration for the loans under the Loan Agreements, 40,000 shares of commons stock to Pandora, 50,000 shares of common stock to Black Hills, 40,000 shares of common stock to Sawtooth and 30,000 shares of common stock to Trust (the “Commitment Shares”).

The Loan Agreements contain customary representations and warranties, affirmative covenants and negative covenants for loan agreements. The Loan Agreements contain events of default customary for loan agreements of this nature.

This description of the Loan Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each Loan Agreement, which will be filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2024 to be filed with the Securities and Exchange Commission.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Commitment Shares to be issued to each Lender pursuant to the applicable Loan Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered pursuant to an exemption provided under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The Third Amendment Forbearance Shares to be issued to the Holders pursuant to the Third Amendment to Forbearance Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered pursuant to an exemption provided under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act. The Company will rely upon representations, warranties, certifications and agreements of the Holders in the Amended Forbearance Agreement in support of the satisfaction of the conditions contained in Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Third Amendment to Forbearance and Settlement Agreement, dated as of December 19, 2024, by and between Cyber App Solutions Corp. and Kips Bay Select LP and Cyber One, Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	CYBER APP SOLUTIONS CORP.
Date: December 27, 2024	By:	/s/ Steven Looper
Date: March 5, 2025	By:	/s/ Steven Looper
		Steven Looper, Chief Executive Officer and President

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