Cycurion Announces a Warrant Inducement Transaction for $4.5 Million in Gross Proceeds Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Cycurion (Nasdaq: CYCU) entered into a warrant inducement agreement with an existing institutional investor for the immediate exercise of warrants to purchase up to 3,341,439 common shares at $1.35 per share, expected to generate approximately $4.5 million in gross proceeds before fees and expenses.

According to Cycurion, net proceeds will be used for working capital and general corporate purposes. In exchange, the investor will receive in a private placement new unregistered warrants to purchase up to 5,012,159 shares at an exercise price of $1.65 per share, exercisable after shareholder approval and expiring five years from that approval date. Closing is expected on or about August 3, 2026, subject to customary conditions. The company agreed to file a registration statement for resale of shares issuable upon exercise of the new warrants.

Positive

• $4.5 million gross cash proceeds from immediate warrant exercises at $1.35 per share
• Potential future capital from 5,012,159 new warrants exercisable at $1.65 per share
• Net proceeds earmarked for working capital and general corporate purposes
• Closing targeted on or about August 3, 2026, subject to conditions

Negative

• Potential dilution from 3,341,439 shares issued on Existing Warrant exercises
• Additional potential dilution from 5,012,159 shares underlying New Warrants
• New Warrants exercisable only after shareholder approval, adding execution condition
• Company obligated to file resale registration, adding regulatory and administrative burden

News Explained

Although the headline calls the transaction priced at-the-market, the disclosure describes an immediate warrant exercise at $1.35 per share and a private placement of new warrants at $1.65, not an arrangement for the issuer to sell new shares gradually at prevailing market prices.

Argus Jul 31 session 214 alerts

-44.84% close to close 4.8x rel. volume Open Argus

Details

Market move: CYCU -44.84% in the Jul 31 session. warrant inducement transaction

+27.4% Peak Tracked

-65.7% Trough Tracked

$34.19M Market Cap

On Jul 31, the day this news came out, CYCU closed 44.84% below the previous close. Argus tracked a peak move of +27.4% during that session. Argus tracked a trough of -65.7% from its starting point during tracking. Our momentum scanner recorded 214 alerts for this stock that day. Relative volume reached 4.8x the daily average during tracking.

Data tracked by StockTitan Argus for the Jul 31 session.

Market Context

On Jul 31, the day this news came out, the stock closed 44.8% below the previous close. A prior CYCU...

Analysis

On Jul 31, the day this news came out, the stock closed 44.8% below the previous close. A prior CYCU delisting-related announcement was followed by a -32.68% 24-hour price reaction. The new warrant issuance adds a sourced dilution consideration, while closing conditions and shareholder approval affect transaction completion and exercisability.

Key Figures

Gross proceeds: $4.5 million Existing warrants exercised: 3,341,439 shares Existing warrant exercise price: $1.35 per share +5 more

Gross proceeds

$4.5 million

Warrant inducement transaction before fees and expenses

Existing warrants exercised

3,341,439 shares

Immediate exercise at $1.35 per share

Existing warrant exercise price

$1.35 per share

Immediate exercise transaction

New warrants

5,012,159 shares

Private placement representing 150% of existing warrants exercised

New warrant coverage

150%

Percentage of shares underlying existing warrants exercised

New warrant exercise price

$1.65 per share

Initially exercisable upon shareholder approval

New warrant term

five years

From the date shareholder approval is obtained

Expected closing date

August 3, 2026

Subject to customary closing conditions

Historical Context

5 past events · Latest: Jul 22

5 events

1. Jul 22

   Nasdaq hearing

   24h Move

   +8.1%

   Hearing request stayed potential suspension while the company pursued listing compliance.

2. Jul 16

   Delisting determination

   24h Move

   -32.7%

   Nasdaq cited a minimum bid-price violation and potential suspension absent a successful appeal.

3. Jul 14

   Growth strategy update

   24h Move

   +9.2%

   Management described acquisition activity, revenue expansion, and new cybersecurity-focused revenue streams.

4. Jul 08

   Reverse split decision

   24h Move

   -5.6%

   Management declined a proposed reverse split while addressing listing compliance and suspected market abuse.

5. Jun 29

   Asset acquisition

   24h Move

   -7.5%

   Cycurion agreed to acquire a video-solutions segment with clients, patents, revenue, and backlog.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

warrant inducement transaction, private placement, rule 144, section 4(a)(2), +1 more

5 terms

warrant inducement transaction financial

"entry into a warrant inducement agreement with an existing institutional investor"

A warrant inducement transaction is when a company issues warrants—options to buy shares at a set price—as a sweetener to persuade investors or creditors to approve a deal, restructuring, or other corporate action. Think of it like giving coupons to convince people to agree to a plan; it can speed approvals but may dilute existing shareholders and change potential future share value, so investors watch these carefully.

private placement financial

"the investor will receive in a private placement new unregistered warrants"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

rule 144 regulatory

"eligible to be resold pursuant to Rule 144 of the Securities Act"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

View in glossary

section 4(a)(2) regulatory

"in reliance on an exemption from registration under Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MCLEAN, Va., July 31, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (Nasdaq: CYCU) ("Cycurion" or the "Company"), a trusted leader in IT cybersecurity and AI-driven solutions, today announced its entry into a warrant inducement agreement with an existing institutional investor of the Company for the immediate exercise of warrants to purchase up to 3,341,439 of the Company’s common stock (the “Existing Warrants”) at an exercise price of $1.35 per share for gross cash proceeds of approximately $4.5 million, before deducting fees and other transaction expenses. The Company intends to use the net proceeds from the warrant inducement transaction for working capital and other general corporate purposes.

A.G.P./Alliance Global Partners is acting as the exclusive financial advisor in this warrant inducement transaction.

In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive in a private placement new unregistered warrants to purchase up to 5,012,159 of the Company’s common stock (the “New Warrants”), representing 150% of the number of shares of common stock underlying the Existing Warrants exercised in the transaction. The New Warrants will have an exercise price of $1.65 per share, will be initially exercisable upon shareholder approval, and will expire five (5) years from the date shareholder approval is obtained. The closing of the warrant inducement transaction is expected to occur on or about August 3, 2026, subject to satisfaction of customary closing conditions.

The shares of common stock underlying the Existing Warrants are eligible to be resold pursuant to Rule 144 of the of Securities Act of 1933, as amended (the “Securities Act”). The private placement of the New Warrants and the shares underlying the New Warrants offered to the institutional investor will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares of common stock issuable upon exercise of the New Warrants.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in this warrant inducement transaction, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Cycurion, Inc.

Based in McLean, Virginia, Cycurion (NASDAQ: CYCU) is a forward-thinking provider of IT cybersecurity solutions and AI, committed to delivering secure, reliable, and innovative services to clients worldwide. Specializing in cybersecurity, program management, and business continuity, Cycurion harnesses its AI-enhanced ARx platform and expert team to empower clients and safeguard their operations. Along with its subsidiaries, Axxum Technologies LLC, Cloudburst Security LLC, and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed to securing the digital future. For more information, visit www.cycurion.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the operations and prospective growth of Cycurion's business.

Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Such statements include, but are not limited to, statements regarding the expected closing of the warrant inducement transaction, the satisfaction of closing conditions, the receipt and use of proceeds, shareholder approval of the New Warrants, the future exercise of the New Warrants and the Company’s business and growth strategy; the acceleration of the Company's inorganic growth strategy; the continued execution on the Company's backlog; and other statements that are not historical facts, including statements which may be accompanied by words such as "continue," "will," "may," "could," "should," "expect," "expected," "plans," "intend," "anticipate," "believe," "estimate," "predict," "potential," and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Cycurion and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, risks related to customer performance and satisfaction, contract modifications, and delays; the outcomes of the Company's investigations, any potential legal proceedings, or the future performance of the Company's stock. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed by Cycurion with the U.S. Securities and Exchange Commission. Cycurion anticipates that subsequent events and developments may cause its plans, intentions, and expectations to change. Cycurion assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Cycurion's plans and expectations as of any subsequent date.

Cycurion Investor Relations:

(888) 341-6680
investors@cycurion.com

Cycurion Media Relations:

(888) 341-6680
media@cycurion.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Cycurion (NASDAQ: CYCU) announcing in its July 31, 2026 warrant inducement transaction?

Cycurion is announcing a warrant inducement agreement that triggers immediate exercise of existing warrants, raising about $4.5 million in gross proceeds. According to Cycurion, the investor will also receive new unregistered warrants in a private placement, subject to shareholder approval and customary closing conditions.

How much capital will Cycurion (CYCU) raise from the July 2026 warrant inducement?

Cycurion expects to raise approximately $4.5 million in gross cash proceeds from the immediate exercise of existing warrants at $1.35 per share. According to Cycurion, these proceeds are before fees and expenses and will support working capital and other general corporate purposes.

What are the key terms of the new warrants issued by Cycurion (CYCU) in 2026?

The new warrants allow purchase of up to 5,012,159 Cycurion shares at an exercise price of $1.65 per share. According to Cycurion, they become exercisable after shareholder approval and expire five years from the date that approval is obtained, and are issued in a private placement.

When is the Cycurion (NASDAQ: CYCU) warrant inducement transaction expected to close?

Cycurion expects the warrant inducement transaction to close on or about August 3, 2026, subject to customary closing conditions. According to Cycurion, this timing applies to the immediate exercise of existing warrants and related private placement of the new warrants.

How will Cycurion (CYCU) use the proceeds from the July 2026 warrant inducement?

Cycurion plans to use the net proceeds from the approximately $4.5 million warrant inducement for working capital and other general corporate purposes. According to Cycurion, these funds will support ongoing operations rather than a specifically earmarked acquisition or single project.

Will the new Cycurion (CYCU) warrants and underlying shares be registered for resale?

The new warrants themselves are issued in a private placement and are unregistered. According to Cycurion, the company has agreed to file a registration statement with the SEC covering the resale of the common shares issuable upon exercise of the new warrants.

What potential dilution could Cycurion (NASDAQ: CYCU) shareholders face from the 2026 warrant transactions?

Existing warrants cover up to 3,341,439 shares, and new warrants cover up to 5,012,159 shares. According to Cycurion, all these shares are or will be issuable upon exercise, which may increase the total share count and dilute existing shareholders if fully exercised.