S-1/A: Cyber App Solutions Corp. Files Amendment No. 1 to Form S-1 Registration Statement for Common Stock Resale

Cyber App Solutions Corp. has filed an amendment to its registration statement for the resale of up to 3,305,788 shares of common stock by selling stockholders.

Summary

• Cyber App Solutions Corp., a growth-driven industrial gas exploration and production company, has filed an amendment to its Form S-1 registration statement.
• The amendment covers the offer and resale of up to 3,305,788 shares of common stock by selling stockholders, issuable upon conversion of Series A Preferred Stock.
• The company will not receive any proceeds from the sale of these shares.
• The shares will be sold at a fixed price range between $4.00 and $6.00 per share until listed on a national securities exchange or the OTCQX or OTCQB tiers.
• After listing, the shares may be sold at fixed, prevailing market, or negotiated prices.
• The company is paying the costs of registering the shares, while selling stockholders are responsible for selling commissions and transfer taxes.
• Cyber App Solutions Corp. is a smaller reporting company and an emerging growth company, subject to reduced public company reporting requirements.
• The company's common stock is listed on the OTC Pink Open Markets under the symbol CYRB.
• The last reported sale price of the common stock was $4.99 per share on July 12, 2024.
• The company has a history of operating losses and a working capital deficit, raising substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 3

Explanation: The document presents a mixed picture with significant risks and challenges, including operating losses, debt defaults, and going concern issues. While there are some positive aspects, such as the potential for growth in the helium and CO2 markets, the overall sentiment is negative due to the company's financial instability and operational difficulties.

Positives

• The company is actively pursuing the development of helium and CO2 resources.
• The company has secured a potential financial award from the U.S. Department of Energy for a Direct Air Capture project.
• The company has engaged with multiple plant equipment providers to determine the most economical and productive construction partner.
• The company has a development plan that would include 15 well locations, from two drilling pads targeting ~ 1,500 -foot Laterals, to access a portion of the resource.

Negatives

• The company has a history of operating losses and a working capital deficit.
• There is substantial doubt about the company's ability to continue as a going concern.
• The company's helium plant has not reached steady state production and was idled in June 2024.
• The company is significantly leveraged and in default on its 2023 Convertible Notes.
• The company is subject to numerous risks, including competition, regulatory changes, and price volatility.
• The company has limited experience in the acquisition, exploration, development and production of helium and CO2.

Risks

• The company is an early-stage company with limited proved helium and CO2 reserves.
• The company may not generate sufficient revenues to support its operations or become profitable.
• The company is significantly leveraged and may lose assets due to secured creditor rights.
• The company needs additional capital to develop the St. Johns field and may not be able to raise it.
• The company's outstanding obligations could result in significant dilution to stockholders.
• The company faces competition from larger, better-financed companies.
• The company's operations are subject to various risks, including environmental hazards and equipment failures.
• The company's marketability is dependent on transportation means and facilities it does not control.
• The company relies on independent experts and service providers over whom it may have limited control.
• The company may not be able to fully insure against all risks related to its operations.
• The company's properties may be subject to substantial impairment of their recorded value.
• The company is increasingly dependent on information technology and disruptions could have a material adverse effect on its operations.
• The company depends on certain key personnel.
• The company may not have adequate internal controls over financial reporting.
• The company's stock price may be subject to substantial volatility.
• The company may not pay dividends in the foreseeable future.
• Sales of a significant number of shares of the company's common stock could depress the market price.
• The company is an emerging growth company and the reduced disclosure requirements may make its stock less attractive to investors.
• The company's management team is required to devote substantial time to public company compliance initiatives.
• Investors who buy shares of common stock from the selling stockholders at different times will likely pay different prices.
• A substantial number of shares of the company's common stock may be issued upon conversion of the preferred stock, which could cause the price of the common stock to decline.
• Sales of substantial amounts of the company's common stock by the selling stockholders could adversely affect the price of the common stock.

Future Outlook

The company plans to expand its helium processing capacity and commercialize its CO2 reserves, but the pace of installation will initially rely upon availability of external financing and negotiation of long-term sales agreements.

Industry Context

The document highlights the company's position in the helium and CO2 markets, noting the growing demand for these industrial gases and the potential for supply shortages. The company is positioning itself to capitalize on these market trends.

Comparison to Industry Standards

• The document mentions that the company's main competition comes from major industrial gas companies with long-term agreements and established distribution networks.
• The company is in advanced discussions with a national transportation partner to overcome the risks of being squeezed out of these distribution networks.
• The company's CO2 production will compete with ethanol producers, who are the main competition in the United States.
• The company's helium production will compete with geological sources in North America, with ExxonMobil being the largest.
• The company believes that its estimated reserves and per well production demonstrated in the St. Johns Field are superior to small regional helium producers.

Legal Proceedings

• The company is involved in a legal dispute with a potential lender regarding a break-up fee.
• The company is involved in a lawsuit with Alpha Carta, Ltd. regarding breach of promissory notes.

Related Party Transactions

• The company has advisory consulting agreements with TPG Commercial Finance, an entity in which Jim Culver, a principal owner of the company, is the President/Owner.
• The company received human resource services from an immediate family member of a named executive officer.
• The company engaged Integrated Cryogenic Solutions, LLC for front-end engineering design studies for its initial beverage grade CO2 plant, an entity in which a board member serves as the Executive Chairman.
• The company has a co-tenancy arrangement with Pantheon Resources, Inc., an entity where the Chairman of the Board of Directors serves as Executive Chairman.

Stakeholder Impact

• Shareholders face significant risks, including potential loss of investment due to the company's financial instability.
• Employees may be affected by the company's financial difficulties and potential restructuring.
• Customers may be impacted by the company's operational challenges and potential supply disruptions.
• Suppliers and creditors face risks due to the company's financial instability and potential default on obligations.

Next Steps

• The company plans to expand its helium processing capacity.
• The company plans to commercialize its CO2 reserves.
• The company will continue to seek external financing and negotiate long-term sales agreements.
• The company will continue to add CO2 plants that are capable of processing up to 500 metric tons per day of liquid CO2 on a routine basis.
• The company will continue to file necessary permits for drilling, and the installation of gathering and processing facilities.

Key Dates

Keywords

helium, carbon dioxide, CO2, industrial gas, exploration, production, St. Johns Field, convertible preferred stock, common stock, OTC Pink, capital raise, resale, securities, drilling, processing