Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On September 16, 2024, 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").

Pursuant to the Forbearance Agreement, the Holders have 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 issued the Holders pursuant to the Securities Purchase Agreement, dated as of November 21, 2023 (the "Purchase Agreement") in exchange for (i) 1,708,320 shares of Common Stock to Kips Bay (the "Kips Bay Shares"), (ii) 1,254,986 shares of Common Stock to Cyber One (the "Cyber One Shares" and together with the Kips Bay Shares the "Forbearance Shares") and (iii) up to $13,700,000 in cash to the Holders at the dates and times as set forth in the Forbearance Agreement, which once issued and paid in accordance with the terms of the Forbearance Agreement will result in a full and final settlement of the amounts owing under the Notes and the Purchase Agreement to the Holders.

This description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Forbearance Agreement filed as Exhibit 10.1 to this report and is incorporated herein by reference.