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): February 19, 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.

On February 19, 2025, Cyber App Solutions Corp. (the “Company”), entered into separate loan agreements (each a “Loan Agreement,” and collectively, the “Loan Agreements”), with Pandora Energy, LP (“Pandora”), Black Hills Properties, LLLP (“Black Hills”), Sawtooth Properties, LLLP (“Sawtooth”) and John A. Brda, Trust dated 10-9-2015 (“Trust,” and together with Pandora, Black Hills and Sawtooth, the “Lenders”), which provides for loans to the Company in the principal amounts of $100,000, $125,000, $100,000 and $75,000, respectively (each a “Funding Amount”).

The amounts owed under each Loan Agreement is expected to be repaid (i) within two weeks of the listing of our common stock (“common stock”) for trading on the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange, NYSE Amex or any other National Securities Exchange (as defined in the Securities Exchange Act of 1934) (the “Applicable Exchange”) or (ii) if the common stock is not listed for trading on the Applicable Exchange, on February 20, 2026 for the loans with Pandora, Black Hills and Sawtooth and on February 19, 2026 for the loan with Trust. The amounts owed under each Loan Agreement will bear an annual interest rate of 20%.

Under each Loan Agreement, the Funding Amount is convertible, in whole or in part, at the option of the relevant Lender, into shares of common stock at a conversion price of $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.

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: March 5, 2025	By:	/s/ Steven Looper
		Steven Looper, Chief Executive Officer and President

Cyber App Solutions Corp. 8-K