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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) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 19, 2024
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.
As
previously reported on the Current Report on Form 8-K filed on September 20, 2024 (the “Forbearance Form 8-K”), Cyber
App Solutions Corp., a Nevada corporation (the “Company”), entered into that certain Forbearance and Settlement Agreement
(the “Forbearance Agreement”) by and between Kips Bay Select LP, a Delaware limited partnership (“Kips Bay”)
and Cyber One, Ltd., a Cayman Islands limited company (“Cyber One” and together with Kips Bay, the “Holders”),
which was amended by that certain Amendment to Forbearance and Settlement Agreement, dated October 15, 2024 (the "First Amendment
to Forbearance Agreement") and Second Amendment to Forbearance and Settlement Agreement, dated November 6, 2024 (the "Second
Amendment to Forbearance Agreement"), as previously reported on the Current Reports on Form 8-K filed on October 22, 2024 and
November 13, 2024, respectively (together, the “Amendment Form 8-Ks”), pursuant to which the Holders agreed 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 the convertible promissory notes, dated November 21, 2023 (the “2023 Convertible Notes”)
issued the Holders pursuant to the Securities Purchase Agreement, dated as of November 21, 2023 (the “SPA”).
On
December 19, 2024, the Company entered into that certain Third Amendment to Forbearance and Settlement Agreement (the “Third
Amendment to Forbearance Agreement” and together with the Forbearance Agreement, First Amendment to Forbearance
Agreement and the Second Amendment to Forbearance Agreement, the “Amended Forbearance
Agreement”) by and between the Holders. Pursuant to the Third Amendment to Forbearance Agreement, the Holders have
agreed 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 defaults, as
previously disclosed, against the Company under the 2023 Convertible Notes in exchange for (i) 7,500,000 shares of common stock to
each Holder (the “Third Amendment Forbearance Shares”), provided that
the Company will hold in abeyance any shares to either Holder 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”) 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) day 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
listed for trading on a nationally recognized exchange or the full settlement of all obligations to the Holders and (ii) grant the
Holders the right to appoint a representative who will have access to the Chief Executive Officer, Chief Financial Officer and the
Board of Directors of the Company (the “Board”) and may attend each
meeting of the Board until all covenants under the Third Amendment to Forbearance Agreement are fully and timely performed. The
Holders have agreed that they will not convert any portion of the 2023 Convertible Notes prior to January 31, 2025.
This
description of the Third Amendment to Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference
to the 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 of the Forbearance Agreement, the First Forbearance Agreement and the Second
Forbearance Agreement, please see the Forbearance Form 8-K and the Amendment Form 8-Ks.
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
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 |
| |
|
Steven
Looper,
Chief Executive Officer and President |
3
Exhibit 10.1
THIRD AMENDMENT
TO FORBEARANCE
AND SETTLEMENT
AGREEMENT
This Third Amendment
to Forbearance and Settlement Agreement (this “Amendment”) dated effective as of December 17, 2024 (this “Effective
Date”), is entered into by and between Cyber App Solutions, Corp., a Nevada corporation (the “Company”),
Kips Bay Select LP, a Delaware limited partnership (“Kips Bay” and a “Holder”), and Cyber One, Ltd,
a Cayman Islands limited company (“Cyber One”, a “Holder”, and together with Kips Bay, the “Holders”).
The Company and the Holders are together referred to herein as the “Parties,” or each of them individually as a “Party”.
Capitalized terms in this Amendment shall have the meanings given to them in the Forbearance Agreement, the Notes or the Purchase Agreement,
as applicable (each as defined below), unless otherwise defined herein.
RECITALS
WHEREAS, the Company
and the Holders entered into that certain Forbearance and Settlement Agreement, dated as of September 16, 2024, (as amended by that certain
Amendment for Forbearance and Settlement Agreement, dated as of October 15, 2024, and that certain Second Amendment for Forbearance and
Settlement Agreement, dated as of November 6, 2024, and as amended, restated, supplemented or otherwise modified from time to time, the
“Forbearance Agreement”) in connection with that certain Securities Purchase Agreement dated as of November 21, 2023
(the “Purchase Agreement”), pursuant to which the Company issued to each Holder a convertible promissory note dated
November 21, 2023 (each, a “Note” and together, the “Notes”) and (ii) a warrant to purchase common
stock dated November 21, 2023 (each a “Warrant” and together, the “Warrants”);
WHEREAS, the Company
has represented that it will not be able to meet certain of the conditions to the forbearance set forth in the Forbearance Agreement;
and
WHEREAS, the Company
has requested that the Holders continue to forbear from exercising their rights and remedies under the Purchase Agreement and Notes and
agree to certain amendments to the Forbearance Agreement in this regard in exchange for certain additional covenants of the Company as
provided in this Amendment.
AGREEMENTS
NOW THEREFORE,
in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Additional
Covenants.
| (a) | No later than 5:00 p.m. (New York City) on December 27, 2024, the Company will issue to Kips Bay 7,500,000
shares of Common Stock, and the Company will issue to Cyber One 7,500,000 shares of Common Stock (for a total of 15,000,000 shares of
Common Stock to the two Holders); provided that the Company shall hold the issuance of any such shares in abeyance if the issuance of
such shares to either Kips Bay or Cyber One shall result in either Kips Bay or Cyber One exceeding the Maximum Percentage set forth in
Section 3.3 of their respective Notes and shall only issue such shares at any one time to each of Kips Bay and Cyber One as shall result
in their respectively having a total number of shares of Common Stock less than such Maximum Percentage, it being understood that each
of Kips Bay and Cyber One shall notify the Company’s transfer agent when and how many of the shares it shall issue subject to such
Maximum Percentage until all of such shares owing under this Section 1(a) have been issued; and |
| (b) | No later than 6:00 p.m. (New York City) on January 31, 2025, the Company will pay to Kips Bay $8,000,000
and the Company will pay to Cyber One $8,000,000, in cash in immediately available funds (for a total of $16,000,000 to the two Holders);
and |
| (c) | The Company agrees that it shall not incur any additional debt, whether secured or unsecured, until the
Common Stock is listed for trading on a nationally recognized exchange or the full settlement of all outstanding obligations to the Holders;
and |
| (d) | The Parties acknowledge that the aggregate amount owing in respect of the Notes as of the date hereof
is approximately $22,000,000; and |
| (e) | The Company agrees that the Holders shall have the right to appoint a representative who will have full
access to the Chief Executive Officer, Chief Financial Officer and the Board of Directors of the Company and shall be entitled to attend
each meeting of the Board of Directors until the full and timely performance of the Company’s covenants and conditions set forth
in this Section 1 and Section 3. This representative will also have view access rights to all bank accounts of the Company and its subsidiaries
and be entitled to request an accounting of all expenditures of the Company and its subsidiaries. His or her role will facilitate communication
between the Company and the Holders. |
| (f) | The Holders agree that they will not convert any portion of their Notes prior to January 31, 2025. |
2. Amendment
to the Notes. The parties hereby agree that Section 3.3 of each Note shall be as follows:
3.3 Ownership
Cap. Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive shares representing Equity
Interests upon conversion of this Note to the extent (but only to the extent) that such exercise or receipt would cause the Holder Group
(as defined below) to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the 1934
Act and the rules and regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under the 1934
Act which exceeds the Maximum Percentage (as defined below) of the Equity Interests of such class that are outstanding at such time. Any
purported delivery of Equity Interests in connection with the conversion of this Note prior to the termination of this restriction in
accordance herewith shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the Holder
Group becoming the beneficial owner of more than the Maximum Percentage of the Equity Interests of a class that is registered under the
1934 Act that is outstanding at such time. If any delivery of Equity Interests owed to the Holder following conversion of this Note is
not made, in whole or in part, as a result of this limitation, the Company’s obligation to make such delivery shall not be extinguished
and the Company shall deliver such Equity Interests as promptly as practicable after the Holder gives notice to the Company that such
delivery would not result in such limitation being triggered or upon termination of the restriction in accordance with the terms hereof.
To the extent limitations contained in this Section 3.3 apply, the determination of whether this Note is convertible and of which portion
of this Note is convertible shall be the sole responsibility and in the sole determination of the Holder, and the submission of a notice
of conversion shall be deemed to constitute the Holder’s determination that the issuance of the full number of Conversion Shares
requested in the notice of conversion is permitted hereunder, and the Company shall not have any obligation to verify or confirm the accuracy
of such determination. For purposes of this Section 2.5, (i) the term “Maximum Percentage” shall mean 9.99%; and (ii)
the term “Holder Group” shall mean the Holder plus any other Person with which the Holder is considered to be part of a group
under Section 13 of the 1934 Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the 1934 Act. Upon delivery
of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first
(61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered
to the Company and (ii) any such increase or decrease will apply only to the Holder and the other members of the Holder’s Holder
Group and not to any other holder of Notes that member of the Holder’s Holder Group. In determining the number of Equity Interests
of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class
as reflected in (x) the Company’s most recent Form 10-K or Form 8-K filed with the Securities and Exchange Commission, as the case
may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder
setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request
of the Holder, the Company shall, within one (1) Business Day of such request, confirm orally and in writing to the Holder the number
of Equity Interests of any class then outstanding. The provisions of this Section 3.3 shall be construed, corrected and implemented in
a manner so as to effectuate the intended beneficial ownership limitation herein contained.
3. Board
Consent. On the date hereof, the Company shall deliver to each Holder, a unanimous consent of the board of directors of the Company
duly executed by each member thereof approving the Company’s entrance into and delivery of this Amendment and the performance of the transactions
contemplated hereby in a form acceptable to the Holders.
4. Acknowledgements.
| (a) | The Company acknowledges and agrees that the Recitals set forth herein are true and correct statements
of fact, are incorporated herein, and form a substantive part of this Amendment. |
| (b) | The Company acknowledges and agrees that each of the guarantees of the Subsidiaries pursuant to the Subsidiary
Guarantee shall remain in place, unimpaired by the transactions contemplated by this Amendment. |
| (c) | The Company ratifies, reaffirms, restates and incorporates by reference all of its respective representations,
warranties, covenants, and agreements made under any Transaction Document to which the Company is a party, except to the extent set forth
in the Forbearance Agreement and this Amendment. The Company agrees that this Amendment is its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally or equitable principles relating to enforceability. |
| (d) | Each of the Parties confirms that the parties have not heretofore waived or modified, and have not agreed
to waive or modify, any term of the Transaction Documents or Forbearance Agreement except to the extent set forth in this Amendment, and
any actions any the Company takes or fails to take (including the expenditure of any funds) is voluntary, informed and taken at its own
risk. |
| (e) | The Company acknowledges that if the incurring of any debt or the payment of money or transfer of property
made to a Holder by or on behalf of the Company should for any reason subsequently be declared to be “fraudulent” or “preferential”
within the meaning of any state or federal law relating to creditor’s rights, including, without limitation, fraudulent conveyances,
preferences or otherwise voidable or recoverable payments of money or transfers of property, in whole or in part, for any reason (collectively,
“Voidable Transfers”) under the United States Bankruptcy Code or any other federal or state law, and Lender is required
to repay or restore any such Voidable Transfer or the amount or any portion thereof, or upon the advice of its in-house counsel or outside
counsel is advised to do so, then, as to such Voidable Transfer or the amount repaid or restored (including all reasonable costs, expenses
and attorneys’ fees of the Holder’s related thereto), the liability of Company under the Transaction Documents, and all of
the Holders’ rights and remedies under the Transaction Documents, the Forbearance Agreement and this Amendment shall automatically
be revived, reinstated and restored and shall exist as though such Voidable Transfer had never been made to the extent of any harm to
Lender. |
5. Representations
of the Company. The Company represents and warrants that:
| (a) | Neither the Company nor any Subsidiary has any defenses, affirmative or otherwise, rights of setoff, rights
of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against either Holder or any past,
present or future agent, attorney, legal representative, predecessor-in-interest, affiliate, successor, assign, employee, director or
officer of either Holder, directly or indirectly, arising out of, based upon, or in any manner connected with, any transaction, event,
circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken,
permitted, or began prior to the execution of this Amendment and accrued, existed, was taken, permitted or begun in accordance with, pursuant
to, or by virtue of the Obligations (as defined in the Security Agreement) or any of the terms or conditions of the Transaction Documents
prior to the date of this Amendment, or which directly or indirectly relate to or arise out of or in any manner are connected with the
Obligations (as defined in the Security Agreement) or any of the Transaction Documents with respect to events or circumstances arising
prior to the date of this Amendment; TO THE EXTENT ANY SUCH DEFENSES, AFFIRMATIVE OR OTHERWISE, RIGHTS OF SETOFF, RIGHTS OF RECOUPMENT,
CLAIMS, COUNTERCLAIMS, ACTIONS OR CAUSES OF ACTION EXIST OR EXTEND, SUCH DEFENSES, RIGHTS, CLAIMS, COUNTERCLAIMS, ACTIONS AND CAUSES OF
ACTION ARE HEREBY FOREVER WAIVED, DISCHARGED AND RELEASED. |
| (b) | The Company has freely and voluntarily entered into this Amendment after an adequate opportunity and sufficient
period of time to review, analyze and discuss all terms and conditions of this Amendment and all factual and legal matters relevant hereto
with counsel freely and independently chosen by it. The Company, as applicable further acknowledges that it has actively and with full
understanding participated in the negotiation of this Amendment after consultation and review with its counsel and that this Amendment
has been negotiated, prepared and executed without fraud, duress, undue influence or coercion of any kind or nature whatsoever having
been exerted by or imposed upon any party to this Amendment. |
| (c) | As of the date hereof, there are no proceedings or investigations pending or, so far as the Company knows,
threatened (in writing), against any the Company or any Subsidiary, that have not already been publicly disclosed, before any court or
arbitrator or any governmental, administrative or other judicial authority or agency. |
| (d) | There is no statute, rule, regulation, order or judgment, no charter, by-law or preference stock provision
with respect to the Company or any Subsidiary, and no provision of any mortgage, indenture, contact or other agreement binding on any
the Company or any Subsidiary or any of their respective properties which would prohibit or cause a default under or in any way prevent
the execution, delivery, performance, compliance or observance of any of the terms or conditions of this Amendment. |
| (e) | Neither the Company nor any Subsidiary has voluntarily or involuntarily, granted any liens or security
interests to any creditor not previously disclosed to the Holders in writing on or before the date hereof or taken any action or failed
to take any action which could or would impair, change, jeopardize or otherwise adversely affect the priority, perfection, validity or
enforceability of any liens or securing interests securing all or any portion of the Obligations (as defined in the Security Agreement)
or the priority or validity of either Holder’s claims with respect to the Obligations (as defined in the Security Agreement) relative
to any other creditor of the Company or any Subsidiary. |
| (f) | The Company has the full legal right, power and authority to enter into and perform its obligations under
this Amendment, and the execution and delivery of this Amendment by the Company and the consummation by it of the transactions contemplated
hereby and performance of its obligations hereunder have been duly authorized by all appropriate action (corporate or otherwise). |
| (g) | This Amendment, the Forbearance Agreement and the Transaction Documents constitute the valid, binding
and enforceable obligations of the Company and each Subsidiary, as applicable, enforceable against each such Person in accordance with
the terms thereof, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement
of creditors’ rights generally or equitable principles relating to enforceability. |
| (h) | Each Holder’s security interests in the Collateral (as defined in the Security Agreement) continue
to be valid, binding, and enforceable first-priority security interests that secure the Obligations (as defined in the Security Agreement),
and no tax or judgment liens are currently of record against any the Company or any Subsidiary. |
| (i) | The Company represents and warrants that the execution, delivery and performance of this Amendment will
not (i) render the Company or any Subsidiary insolvent as that term is defined below; (ii) leave the Company and its Subsidiaries with
remaining assets which constitute unreasonably small capital given the nature of the businesses of the Company and its Subsidiaries; or
(iii) result in the incurrence of Debts (as defined below) beyond the ability of the Company or its Subsidiaries to pay them when and
as they mature and become due and payable. For the purposes of this paragraph, “Insolvent” means that the present fair salable
value of assets is less than the amount that will be required to pay the probable liability on existing Debts as they become absolute
and matured. For the purposes of this paragraph, “Debts” includes any legal liability for indebtedness, whether matured or
unmatured, liquidated or unliquidated, absolute, fixed or contingent. |
| (j) | The Company hereby acknowledges and warrants that it, in its corporate capacity that the Company has derived
or expect to derive a financial or other benefit or advantage from this Amendment. |
6. Binding
Agreement. This Amendment shall bind and inure to the benefit of the respective successors and assigns of each of the parties hereto.
7. Severability.
The invalidity, illegality or unenforceability of any provision in or obligation under this Amendment shall not affect or impair the validity,
legality or enforceability of the remaining provisions or obligations hereunder.
8. Effect
of this Amendment; Survival of Provisions. Except as expressly set forth herein, no other changes or modifications to the Purchase
Agreement, the Notes or Forbearance Agreement are intended or implied, and in all other respects the Purchase Agreement, the Notes or
Forbearance Agreement are hereby specifically ratified and confirmed by all parties hereto as of the date hereof, including with without
limitation Section 1(b), Section 1(d), Section 1(e), Section 1(f), Section 2, Section 3, Section 4, Section 6, and Section 7 of the Forbearance
Agreement. This Amendment and any instruments or documents delivered or to be delivered in connection herewith, represent the entire agreement
and understanding concerning the subject matter hereof and thereof between the parties hereto, and supersede all other prior agreements,
understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the
subject matter hereof, whether oral or written. Notwithstanding any breach of the Forbearance Agreement or this Amendment, following any
such breach (a) the Holders shall be entitled to receive and retain the shares of Common Stock issuable under Section 1(a) hereof, (b)
the amounts owning under the Notes shall be no less than the amounts acknowledged under Section 1(d) hereof plus any accrued interest
and penalties and other amounts owing under the Transaction Documents, minus any cash payments made after the date hereof towards such
amounts, and Section 1(c)), and Section 1 (e) shall survive any such breach.
9. References.
All references in the Forbearance Agreement to “this Forbearance Agreement” or “the Forbearance Agreement” shall
be deemed to refer to the Forbearance Agreement as amended by this Amendment.
10. Counterparts;
Headings; Recitals. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all
of which when taken together shall together constitute one and the same instrument. A signature hereto sent or delivered by PDF, facsimile
or other electronic transmission shall be as legally effective and binding as a signed original for all purposes. The titles and headings
in this Amendment have no substantive meaning and are solely for the convenience of the parties. The Recitals hereto are hereby incorporated
into this Amendment by this reference thereto.
11. Further
Assurances. The parties hereto shall execute and deliver such additional documents and take such additional action as may be reasonably
necessary or desirable to effectuate the provisions and purposes of this Amendment.
12. Governing
Law; Forum. This Amendment and all claims or causes of action arising hereunder shall be governed by and construed in accordance with
the internal laws of the State of Nevada, and in the event of a dispute arising under this Amendment, the Parties hereby submit to exclusive
jurisdiction in the federal or state courts located in the Southern District of New York or such other jurisdiction as the Holders may
reasonably select.
[Signature Pages
Follow]
IN WITNESS WHEREOF,
duly authorized officers of each of the undersigned have executed this Amendment to Forbearance and Settlement Agreement as of the date
first written above.
CYBER APP SOLUTIONS
CORP.
| By: |
/s/ Steven Looper |
|
| Name: |
Steven Looper |
|
| Title: |
CEO |
|
KIPS BAY SELECT
LP
| By: |
/s/ Roman Rogol |
|
| Name: |
Roman Rogol |
|
| Title: |
CFO |
|
CYBER ONE, LTD
| By: |
/s/ Nathan Smith |
|
| Name: |
Nathan Smith |
|
| Title: |
Director |
|
[Signature Page
to Amendment to Forbearance and Settlement Agreement]
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xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Cyber App Solutions (PK) (USOTC:CYRB)
過去 株価チャート
から 12 2024 まで 1 2025
Cyber App Solutions (PK) (USOTC:CYRB)
過去 株価チャート
から 1 2024 まで 1 2025
