DEF 14A: Cyber App Solutions Corp. Sets Date for 2024 Annual Stockholders Meeting, Proposes Bylaw Updates

Cyber App Solutions Corp. will hold its 2024 Annual Meeting of Stockholders virtually on November 7, 2024, to elect directors and approve proposed bylaw amendments.

Summary

• Cyber App Solutions Corp. is holding its 2024 Annual Meeting of Stockholders on November 7, 2024, at 2:00 p.m. Central Time, as a virtual meeting.
• Stockholders of record as of October 7, 2024, are eligible to vote.
• The meeting will address the election of five directors and the approval of proposed bylaw amendments.
• The Board of Directors recommends voting FOR the director nominees and FOR the approval of the Proposed Bylaws.
• The company had 84,119,047 shares of Common Stock outstanding as of the record date.
• The proxy materials were first mailed to stockholders on or about October 28, 2024.
• The company is soliciting proxies on behalf of the company and will bear the cost of solicitation.

Sentiment

Score: 7

Explanation: The document is neutral in tone, presenting factual information about the upcoming annual meeting and proposals. The Board's recommendations are clearly stated, and the overall sentiment is positive due to the focus on corporate governance and stockholder engagement.

Positives

• The virtual meeting format provides ready access and cost savings for stockholders and the company.
• Stockholders have multiple options for voting, including online, by phone, and by mail.
• The Board of Directors is actively engaged in corporate governance, including reviewing and updating bylaws.
• The company is committed to transparency by making proxy materials available online.

Negatives

• The company does not currently have standing audit, compensation, or nominating committees, although it is in the process of forming an audit committee.
• Several directors and officers filed late Form 3 reports related to stock ownership in 2023 and 2024.
• The company does not currently have a code of ethics or an insider trading policy, but plans to adopt them in the future.
• The company does not have any formal employment agreements in place with its executive officers.

Risks

• Failure to secure stockholder approval for the proposed bylaw amendments could hinder the company's ability to adapt to current industry standards.
• Delays in establishing key committees, such as the audit committee, could raise concerns about corporate governance.
• The absence of a formal code of ethics and insider trading policy could expose the company to compliance risks.
• Dependence on discretionary bonus compensation may not effectively incentivize executive performance.

Future Outlook

The document outlines procedures for stockholder proposals and director nominations for the 2025 Annual Meeting, indicating ongoing corporate governance processes.

Management Comments

• Steven Looper, Chief Executive Officer, expresses gratitude for continued stockholder support.
• The Board of Directors believes the division of responsibility between separate individuals serving as Executive Chairman and Chief Executive Officer is an effective approach for increasing management accountability.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including proxy solicitations, annual meetings, and director elections. The proposed bylaw amendments aim to align the company's governance with current industry standards.

Comparison to Industry Standards

• The company's approach to director independence aligns with NYSE American standards, which is a common benchmark for publicly traded companies.
• The proposed bylaw amendments aim to bring the company's governance practices in line with current industry standards for public companies.
• The company's indemnification policies for directors and officers are consistent with Nevada state law and common corporate practice.
• The company's process for stockholder proposals and director nominations is generally aligned with SEC regulations and best practices in corporate governance.

Management Changes

Corporate Governance

Related Party Transactions

• The Company had advisory consulting agreements with TPG Commercial Finance, an entity in which Jim Culver, a principal owner of either directly or indirectly more than 10% of the Company’s common stock, is the President/Owner and Leo W. Kerrigan, an individual that owns more than 10% of the Company’s common stock.
• 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. Integrated Cryogenic Solutions, LLC is an innovative specialty engineering, procurement & manufacturing unit of Nikkiso Cryogenics Industries, an entity in which our board of director, Peter J. Wagner, currently serves as the Executive Chairman of the Board and former CEO.
• In September 2022, the Company loaned $25,000 to VVC Resources, an entity in which James A. Culver, a principal owner of either directly or indirectly more than 10% of the Company’s common stock, is the President and CEO.
• In October 2023, the Board approved a co-tenancy arrangement whereby we expanded the leased space in our Houston office and share the expanded space with Pantheon Resources, Inc., an entity where our Chairman of the Board of Directors, David Hobbs, serves as Executive Chairman.
• Prior to the Share Exchange Acquisition, CYRB had received advances of $14,651 from CYRBs sole officer and director to pay for general and administrative costs. Upon the consummation of the Share Exchange Acquisition effective on July 17, 2023, the entire balance of $14,651 was forgiven.

Stakeholder Impact

• Shareholders have the opportunity to vote on key decisions, including the election of directors and approval of bylaw amendments.
• Employees may be affected by changes in corporate governance policies and executive compensation.
• The company's commitment to transparency and ethical conduct can enhance its reputation with customers and suppliers.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold the 2024 Annual Meeting of Stockholders on November 7, 2024.
• The Board will continue to work on establishing key committees and adopting corporate governance policies.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Election of Directors, Bylaws, Corporate Governance, Voting, Cyber App Solutions