Cyber App Solutions Corp. 8-K

What Happened

• On July 8, 2026 Cyber App Solutions Corp. (CYRB) sent a shareholder letter disclosing that secured creditors initiated foreclosure proceedings earlier in 2026 and that Paramount Helium LLC (“Paramount”) advanced loans to CYRB to delay foreclosure (initial extension to July 7, 2026 and a further extension to August 4, 2026).
• Paramount and Nasdaq-listed Onfolio Holdings Inc. (ONFO) executed a binding letter of intent announced July 8, 2026 that contemplates a strategic combination. Paramount says the combined vehicle could raise funds to buy CYRB’s secured lien for $30 million (proposed in three $10 million payments over ~four months), with the intention to equitize the debt and work with CYRB.
• Because Paramount’s principals (Steven Looper and David Hobbs) are also involved with CYRB, the CYRB Board formed an Independent Committee of its independent directors (Dr. Terrence Martell and Fred Schoenhut) to evaluate any related‑party transaction and to retain independent advisors as needed.

Key Details

• Foreclosure timeline: secured creditors initiated foreclosure in March 2026; extensions provided to July 7, 2026 and then to August 4, 2026 via loans from Paramount.
• Proposed lien purchase: Paramount agreed terms with CYRB’s secured creditors that the lien could be purchased for $30 million, payable as three $10 million installments over ~four months (subject to definitive documentation).
• Governance and approvals: Independent Committee recommended that a strategic transaction involving Proton Green and Paramount (post‑Onfolio combination) may be the most viable path, but recommendations are subject to due diligence, definitive agreements, third‑party consents, possible fairness opinions, and shareholder or other approvals.
• Shareholder meeting: Board intends to convene a shareholder meeting (in Houston and via Zoom); proxy materials will include resolutions to confirm Dr. Martell and Fred Schoenhut to the Board. Insiders (Looper, Hobbs and affiliates of Jim Culver and Bill Kerrigan) committed to vote for those appointments.

Why It Matters

• This filing describes an active effort to avoid foreclosure of substantially all CYRB assets by funding short-term payments and pursuing a related-party rescue path that could convert secured debt into equity if completed.
• Key outcomes (whether the $30 million lien purchase, the Paramount–Onfolio transaction, and any equitization) would materially affect CYRB’s capital structure, control and shareholder value; however, the Board cautions there is no assurance any transaction will close and additional approvals and due diligence are required.