Cycurion, Inc. Announces Closing of $6.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Institutional Investor

Rhea-AI Summary

Cycurion (NASDAQ: CYCU) closed a private placement on Dec 5, 2025 raising approximately $6.0 million in gross proceeds from a single institutional investor. The company sold 1,657,460 common shares (or equivalents) and issued warrants to purchase up to 3,314,920 common shares at a combined effective price of $3.62 per share.

The warrants have an exercise price of $3.62, will be exercisable immediately following shareholder approval, and expire five years from initial exercise. Cycurion expects to use net proceeds for working capital and general corporate purposes. A.G.P./Alliance Global Partners acted as sole placement agent. The offering relied on exemptions under Section 4(a)(2)/Regulation D and the company agreed to file a registration statement covering resale of the securities.

Positive

• Raised approximately $6.0 million in gross proceeds
• Issued 1,657,460 common shares (or equivalents)
• Warrants cover up to 3,314,920 additional shares
• Company will file a registration statement for resale

Negative

• Potential dilution from 3,314,920 warrant shares
• Warrants exercisable after shareholder approval, creating timing risk
• Gross proceeds subject to placement agent fees and expenses

Key Figures

Gross proceeds $6.0 million Aggregate gross proceeds from private placement before fees

Shares issued 1,657,460 shares Common stock (or equivalents) sold in private placement

Warrant shares 3,314,920 shares Common shares underlying warrants issued

Combined price $3.62 per share Effective combined price per share and common warrant

Warrant exercise price $3.62 per share Exercise price for warrants issued in placement

Warrant term 5 years Expiration period from initial exercise date

Market Reality Check

$3.60 Last Close

Volume Volume 108,518 is far below 20-day average 3,792,559 (relative 0.03x), showing limited trading interest pre-close. low

Technical Price $3.60 is trading below 200-day MA of $11.31, reflecting a weak longer-term trend.

Peers on Argus 1 Up 1 Down

CYCU fell 4.26% while key peers showed mixed moves (e.g., ARBB down 5.31%, SAIH up 5.71%, JDZG up 4.14%), suggesting mostly stock-specific dynamics around this financing.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Private placement pricing	Neutral	-4.3%	Announced terms of $6.0M private placement with warrants and use of proceeds.
Dec 02	Contract award	Positive	-6.6%	Won Florida statewide management consulting term contract as approved vendor.
Nov 25	Partnership update	Positive	-13.3%	Announced $500,000 share dividend and retention of $1,000,000 cross-holdings with IQSTEL.
Nov 25	Partnership update	Positive	-13.3%	Detailed “sibling companies” alliance and cross-holdings structure with IQSTEL.
Nov 20	Partner outlook	Neutral	+1.1%	IQSTEL CEO interview highlighting growth, including partnership mentions with Cycurion.

Pattern Detected

Recent history shows multiple positive/strategic announcements followed by negative price reactions, indicating a pattern of selling into news.

Recent Company History

Over the last few weeks, Cycurion reported several developments, including a Florida management consulting term contract on Dec 2, 2025, a strategic cross-holdings alliance and share dividends with IQSTEL on Nov 25, 2025, and earlier partnership-related news. A prior private placement pricing announcement on Dec 4, 2025 led to a 4.26% decline. Despite contracts and partnership updates, shares often moved lower afterward, framing today’s closing of the $6.0M financing within a backdrop of market skepticism.

Market Pulse Summary

This announcement confirmed closing of a $6.0 million private placement with common shares and five-year warrants at $3.62, adding capital for working capital and general corporate purposes. It followed earlier disclosures of a 1‑for‑30 reverse split, S‑1 registrations for up to $60 million of equity under an agreement with Yield Point, and a Q3 10‑Q citing substantial doubt about continued going concern. Investors may watch future financings, contract wins, and progress on reducing losses.

Key Terms

private placement financial

"announced the closing of its previously announced private placement with a single"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

at-the-market financial

"Private Placement Priced At-the-Market Under Nasdaq Rules with a Single"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

warrants financial

"and warrants to purchase up to 3,314,920 shares of common stock at an"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Section 4(a)(2) regulatory

"reliance on an exemption from the registration requirement 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

"Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated"

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.

registration statement regulatory

"agreed to file a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Nasdaq rules regulatory

"Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Institutional"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

AI-generated analysis. Not financial advice.

MCLEAN, Va., Dec. 05, 2025 (GLOBE NEWSWIRE) -- Cycurion, Inc. (“Cycurion” or the “Company”) (NASDAQ: CYCU), a publicly traded leader in technology and staffing solutions for the public sector, today announced the closing of its previously announced private placement with a single institutional investor for the purchase and sale of 1,657,460 shares of common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 3,314,920 shares of common stock at an effective combined price of $3.62 per share and common warrant for aggregate gross proceeds of approximately $6 million, before deducting placement agent fees and other offering expenses. The warrants have an exercise price of $3.62 per share, will be exercisable immediately following receipt of shareholder approval and expire five years from the initial exercise date.

The Company expects to use the net proceeds from the offering for working capital and general corporate purposes.

A.G.P./Alliance Global Partners acted as the sole placement agent in connection with the offering.

Seward & Kissel LLP served as legal counsel to the Company and Sullivan & Worcester LLP served as legal counsel to A.G.P./Alliance Global Partners in the offering.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities 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. Pursuant to the terms of the securities purchase agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock and shares of common stock underlying common warrants sold in the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, 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. More info: www.cycurion.com

Forward-Looking Statements

This press release contains statements that are forward-looking statements as defined within 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 Company’s anticipated use of proceeds from the offering, the acceleration of the Company’s inorganic growth strategy, 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, 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 SEC. 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

How much did Cycurion (CYCU) raise in the Dec 5, 2025 private placement?

Cycurion raised approximately $6.0 million in gross proceeds from the private placement.

How many shares and warrants did Cycurion (CYCU) issue in the Dec 5, 2025 offering?

The company sold 1,657,460 common shares (or equivalents) and issued warrants to purchase up to 3,314,920 shares.

What is the exercise price and term of the warrants issued by Cycurion (CYCU)?

The warrants have an exercise price of $3.62 per share and expire five years from the initial exercise date.

When will Cycurion’s warrants be exercisable following the Dec 5, 2025 financing?

Warrants will be exercisable immediately after the company obtains shareholder approval.

What will Cycurion (CYCU) use the net proceeds from the Dec 5, 2025 offering for?

The company expects to use net proceeds for working capital and general corporate purposes.

Did Cycurion (CYCU) register the securities sold in the Dec 5, 2025 placement?

The securities were sold under exemptions (Section 4(a)(2)/Reg D); the company agreed to file a registration statement covering resale of the shares and underlying warrant shares.

Who acted as placement agent for Cycurion’s (CYCU) Dec 5, 2025 private placement?

A.G.P./Alliance Global Partners acted as the sole placement agent for the offering.