Proxy Results Form 8 K

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"), by and between the Company and the Holders, as previously reported on the Current Report on Form 8-K filed on October 22, 2024 (the "Amendment Form 8-K"), 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.

On November 6, 2024, the Company entered into that certain Amendment to Forbearance and Settlement Agreement (the "Second Amendment to Forbearance Agreement" and together with the First Amendment to Forbearance Agreement, the "Amended Forbearance Agreement") by and between the Holders. Pursuant to the Second Amendment to Forbearance Agreement, the Holders have agreed to further shift the dates and amounts of certain cash payments due under the Forbearance Agreement, as amended, 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) 5,000,000 shares of the Company's common stock (the "Common Stock") to Kips Bay (the "Kips Bay Second Amendment Shares") and (ii) 5,000,000 shares of Common Stock to Cyber One (the "Cyber One Second Amendment Shares" and together with the Kips Bay Second Amendment Shares the "Second Amendment Forbearance Shares"), provided that if the Company meets its payment obligations under the Amended Forbearance Agreement then the Holders will each return 2,000,000 shares of Common Stock received pursuant to the Second Amendment to Forbearance Agreement.

This description of the Second Amendment to Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Second 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 and the First Forbearance Agreement, please see the Forbearance Form 8-K and Amendment Form 8-K.