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

Rhea-AI Summary

Cycurion (NASDAQ: CYCU) entered a securities purchase agreement with a single institutional investor to sell 1,657,460 shares (or equivalents) and warrants for up to 3,314,920 shares at a combined effective price of $3.62 per share, raising approximately $6.0 million in gross proceeds before fees.

Warrants carry a $3.62 exercise price, become exercisable after shareholder approval, and expire five years from initial exercise. Closing is expected on or about December 5, 2025, subject to customary conditions. The company expects to use net proceeds for working capital and general corporate purposes. A.G.P./Alliance Global Partners is sole placement agent. The company will file a registration statement covering resale of the issued shares and warrant shares.

Positive

• Gross proceeds of $6.0 million to support operations
• Placement priced at $3.62 per share and warrant
• Sole placement agent A.G.P./Alliance Global Partners
• Proceeds designated for working capital and corporate purposes

Negative

• Warrants exercisable only after shareholder approval, delaying immediate dilution
• Potential dilution of up to 4,972,380 shares if warrants exercised
• Single institutional investor concentration increases ownership risk

Key Figures

Private placement size $6.0 million Aggregate gross proceeds before fees and expenses

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

Warrants issued 3,314,920 warrants Common stock warrants issued alongside shares

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

Warrant exercise price $3.62 per share Exercise price for common stock warrants

Warrant term 5 years Expiration from initial exercise date

Closing date December 5, 2025 Expected closing date of the private placement

Investor count 1 institutional investor Single counterparty in the securities purchase agreement

Market Reality Check

$0.0429 Last Close

Volume Volume 208,052 is well below the 20-day average 2,582,979, indicating muted pre-news trading. low

Technical Shares at $3.56 were trading below the 200-day MA $10.67, reflecting a weak longer-term trend.

Peers on Argus

Peers showed mixed moves, with names like ARBB down 4.27% and SAIH up 15.33%, suggesting company-specific factors rather than a unified sector trend for CYCU.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	CEO strategic update	Positive	+9.0%	CEO highlighted 2025 strategic achievements and framed 2026 growth focus.
Dec 05	Private placement closing	Neutral	+15.3%	Closed $6.0M private placement with warrants at $3.62 per share.
Dec 05	Special share dividend	Positive	+15.3%	Announced $500,000 special dividend payable in common shares.
Dec 04	Private placement pricing	Neutral	-4.3%	Priced $6.0M private placement with common shares and warrants.
Dec 02	State contract award	Positive	-6.6%	Won Florida statewide management consulting services term contract.

Pattern Detected

Recent news, including financing and corporate updates, has more often been met with positive price reactions, though operational wins have not always translated into gains.

Recent Company History

Over recent months, Cycurion has combined financings, corporate actions, and contract wins. A Dec 2 Florida management consulting contract was followed by a -6.61% move, while the Dec 4 private placement pricing saw a -4.26% reaction. Subsequent closing of the same $6.0M placement and a $500,000 share dividend on Dec 5 each coincided with a 15.28% gain. A year-end CEO interview on Dec 9 aligned with a further 9.02% rise, underscoring sensitivity to capital and shareholder-focused actions.

Market Pulse Summary

This announcement details a $6.0 million private placement with one institutional investor, involving 1,657,460 shares and 3,314,920 warrants at $3.62. Proceeds are earmarked for working capital and general corporate purposes. In context of recent contracts, dividends, and equity transactions, investors may focus on how efficiently this new capital supports growth versus the added dilution from shares and long-dated warrants.

Key Terms

private placement financial

"Announces Pricing of $6.0 Million Private Placement Priced At-the-Market"

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"

"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"

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.

exercise price financial

"The warrants will have an exercise price of $3.62 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

placement agent financial

"A.G.P./Alliance Global Partners is acting as the sole placement agent"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

section 4(a)(2) regulatory

"under Section 4(a)(2) of the Securities Act of 1933"

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/or Regulation D promulgated thereunder, and applicable state securities laws"

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.

AI-generated analysis. Not financial advice.

MCLEAN, Va., Dec. 04, 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 that it has entered into a securities purchase agreement 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 will have an exercise price of $3.62 per share, will be exercisable immediately following receipt of shareholder approval and will expire five years from the initial exercise date.

The closing of the offering is expected to occur on or about December 5, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering for working capital and general corporate purposes.

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

Kevin Kelly, Chairman and Chief Executive Officer of Cycurion, commented:

“We’re thrilled to enter into this $6 million at-the-market placement with a single institutional investor. This capital accelerates our inorganic growth strategy, fuels continued execution on our backlog and strengthens our push to lead in AI-powered cybersecurity and mission-critical government IT solutions.”

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 anticipated closing of the offering; the Company’s anticipated use of proceeds from the offering; 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, 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 did Cycurion (CYCU) announce on December 4, 2025?

Cycurion agreed to sell 1,657,460 shares and warrants for up to 3,314,920 shares at $3.62, raising about $6.0M gross.

When is the Cycurion (CYCU) offering expected to close?

The company expects the offering to close on or about December 5, 2025, subject to customary closing conditions.

What are the warrant terms in the CYCU private placement?

Warrants have an exercise price of $3.62, become exercisable after shareholder approval, and expire five years from initial exercise.

How will Cycurion (CYCU) use the net proceeds from the $6M placement?

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

Who acted as placement agent for Cycurion's (CYCU) at-the-market offering?

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

Will Cycurion (CYCU) register the resale of the shares and warrants?

Yes; Cycurion agreed to file a registration statement covering resale of the issued shares and shares underlying the warrants.