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Cycurion, Inc. Provides Update on Revised Memorandum of Understanding to Acquire Kustom Entertainment’s Legacy Video Solutions Segment

(Neutral)

Cycurion (NASDAQ: CYCU) updated a revised non-binding MOU to acquire Kustom Entertainment’s legacy video solutions segment, accelerating the target close to the beginning of June 2026.

The transaction is expected to add approximately $5.1 million in annual revenue and an estimated $8.0 million backlog; purchase price totals $5.5 million (cash, promissory note, warrants, earn-out).

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Positive

  • Revenue addition of approximately $5.1 million annually
  • Backlog of approximately $8.0 million in established contracts
  • Purchase price structured with cash + secured note + warrants

Negative

  • MOU non-binding except for exclusivity, confidentiality, and expenses
  • Transaction subject to final due diligence and customary closing conditions

News Market Reaction – CYCU

-3.51%
5 alerts
-3.51% Session close to close
-15.8% Trough in 27 hr 22 min
$6.28M Market Cap
0.2x Rel. Volume

In the Apr 21 session, CYCU declined 3.51%, reflecting a moderate negative market reaction. Argus tracked a trough of -15.8% from its starting point during tracking. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement refines Cycurion’s planned acquisition of Kustom’s video solutions segment, target...
Analysis

This announcement refines Cycurion’s planned acquisition of Kustom’s video solutions segment, targeting about $5.1 million in annual revenue and an $8.0 million backlog for a $5.5 million price. It accelerates the closing goal to early June 2026 while remaining non-binding. In context of the January 2026 MOU, investors may watch for execution of a definitive agreement, funding details around the cash and note, and progress toward integrating these capabilities with Cycurion’s ARx platform.

Key Figures

Annual revenue contribution: $5.1 million Backlog from Business: $8.0 million Purchase price: $5.5 million +3 more
6 metrics
Annual revenue contribution $5.1 million Expected annual revenue from acquired Business based on pro forma financials
Backlog from Business $8.0 million Estimated backlog of established contracts and subscriptions to be acquired
Purchase price $5.5 million Agreed consideration for Kustom’s legacy video solutions segment
Cash at closing $1.25 million Cash component of acquisition purchase price
Secured promissory note $4.25 million Debt component of acquisition consideration
Closing target Beginning of June 2026 Targeted completion date for the transaction, subject to conditions

Previous Acquisition Reports

1 past event · Latest: Jan 22 (Positive)
Same Type Pattern 1 events
Date Event Sentiment 24h Move Catalyst
Jan 22 Acquisition MOU signed Positive -0.8% Initial MOU to acquire Kustom video solutions division with sizable revenue lift.

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

Pattern Detected

The prior Kustom acquisition MOU was received positively in narrative terms but saw a modest -0.78% next-day move, indicating some investor skepticism toward this deal type.

Recent Company History

On Jan 22, 2026, Cycurion announced an MOU to acquire Kustom Entertainment’s video solutions division for a contemplated $6.0–$8.4 million, expected to add about $5.1 million of 2026 revenue and roughly $8.0 million of backlog, plus hundreds of subscription contracts and key accounts. That non-binding MOU produced a modest -0.78% reaction. Today’s update revises terms to a $5.5 million purchase price and accelerates the targeted closing to early June 2026, reflecting continued pursuit of the same asset.

Key Terms

memorandum of understanding, secured promissory note, warrants, earn-out, +1 more
5 terms
memorandum of understanding financial
"provided an update on the revised non-binding Memorandum of Understanding (“MOU”)"
A memorandum of understanding (MOU) is a formal agreement between two or more parties that outlines their shared intentions and plans to work together. It acts like a handshake in writing, clarifying each side’s roles and expectations before any official contract is signed. For investors, an MOU signals that parties are serious about collaboration, which can influence future business opportunities and potential growth.
secured promissory note financial
"includes a $1.25 million cash payment at closing and a $4.25 million secured promissory note"
A secured promissory note is a written promise to repay borrowed money that is backed by specific assets pledged as collateral; if the borrower fails to pay, the lender can seize those assets to recover losses. Investors care because the collateral reduces the lender’s risk and can make the loan safer and more likely to be repaid, similar to a pawnshop loan where an item lowers the lender’s exposure if the borrower defaults.
warrants financial
"secured promissory note, together with additional warrants and performance-based earn-out"
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.
View in glossary
earn-out financial
"together with additional warrants and performance-based earn-out and clawback provisions"
An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.
clawback financial
"performance-based earn-out and clawback provisions, as further described in the MOU"
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.

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

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Both Parties Agree to Accelerate Closing Target Date to Beginning of June 2026

MCLEAN, Va., April 21, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leading provider of AI-driven cybersecurity, IT security solutions, and managed services, today provided an update on the revised non-binding Memorandum of Understanding (“MOU”) with Kustom Entertainment, Inc. (NASDAQ: KUST) (“Kustom”) for the acquisition of Kustom’s legacy video solutions segment (the “Business”). The transaction is expected to contribute approximately $5.1 million in annual revenue and an estimated $8.0 million backlog comprised of established contracts and recurring subscription revenue. These figures are based on the pro forma financials jointly prepared by both parties and are consistent with the segment’s historical performance.

Both parties plan to work diligently to close the transaction as quickly as possible, targeting completion by the beginning of June 2026, subject to final due diligence, execution of a definitive agreement, and satisfaction of customary closing conditions.

“The accelerated timeline reflects the strong alignment between our teams,” said L. Kevin Kelly, Chairman and Chief Executive Officer of Cycurion. “We look forward to integrating these video surveillance and digital evidence management capabilities with our ARx cybersecurity platform to deliver enhanced public safety and security solutions to our customers.”

The MOU remains non-binding, except with respect to certain customary provisions, including exclusivity (no-shop), confidentiality, and expense allocation, and supersedes the prior memorandum of understanding dated January 22, 2026, as amended. As previously disclosed, the agreed purchase price of $5.5 million includes a $1.25 million cash payment at closing and a $4.25 million secured promissory note, together with additional warrants and performance-based earn-out and clawback provisions, as further described in the MOU.

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 proposed transaction contemplated by the non-binding MOU, including the likelihood, timing, structure or consummation of the transaction; the anticipated benefits of the transaction; 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, delays or terminations, and the Company’s ability to fulfill contractual obligations, 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

What is Cycurion's expected annual revenue contribution from the Kustom segment (CYCU)?

The acquisition is expected to contribute approximately $5.1 million in annual revenue. According to the company, that figure comes from pro forma financials jointly prepared by both parties and aligns with the segment's historical performance.

When is Cycurion (CYCU) targeting to close the Kustom legacy video solutions acquisition?

Cycurion is targeting completion by the beginning of June 2026. According to the company, the accelerated timeline depends on final due diligence, execution of a definitive agreement, and customary closing conditions.

What is the agreed purchase price and payment structure for the Kustom segment (CYCU)?

The agreed purchase price is $5.5 million, comprising cash, a secured promissory note, warrants, and earn-out provisions. According to the company, that includes a $1.25 million cash payment at closing and a $4.25 million note.

How large is the backlog tied to the Kustom video solutions segment in the Cycurion deal (CYCU)?

The backlog is estimated at approximately $8.0 million of established contracts and recurring subscription revenue. According to the company, the backlog figure reflects pro forma financials prepared jointly by both parties.

Is the MOU between Cycurion and Kustom binding for the acquisition (CYCU)?

No, the memorandum of understanding remains non-binding aside from certain customary provisions. According to the company, binding elements include exclusivity (no-shop), confidentiality, and expense allocation only.