Cycurion director exits committees over independence
Cycurion says it is implementing enhanced procedures for director-independence reviews and related-party transaction monitoring.
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Form Type
8-K
Rhea-AI Filing Summary
Cycurion, Inc. (CYCU) made board and committee changes effective October 20, 2026. Peter R. Ginsberg stepped down from the Audit, Compensation, and Nominating and Corporate Governance Committees after he and the Board determined that he no longer met applicable independence requirements. The stated reason was his work as outside counsel in certain matters and payments Cycurion made during 2026 to his law firm. Ginsberg remains a director.
The Board appointed J. Derek Penn to fill an existing vacancy, and he joined all three committees effective immediately. The Board determined that Penn meets the applicable director and committee independence requirements. Cycurion said it believes Ginsberg’s independence matter resulted from administrative oversight and is implementing enhanced procedures for director-independence reviews and related-party transaction monitoring.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Warrant exercise price: $345.00 per share
Shares per warrant: 1 common share
Common stock par value: $0.0001 per share
3 metrics
Warrant exercise price
$345.00 per share
Each redeemable warrant is exercisable for one common share
Shares per warrant
1 common share
Each redeemable warrant
Common stock par value
$0.0001 per share
Common stock
Key Terms
outside counsel, related-party transaction monitoring, Rule 10A-3
3 terms
outside counsel technical
"role as outside counsel representing Cycurion in certain matters"
Rule 10A-3 regulatory
"Rule 10A-3 under the Securities Exchange Act of 1934"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why did Peter R. Ginsberg leave CYCU’s board committees?
Peter R. Ginsberg stepped down from CYCU’s Audit, Compensation, and Nominating and Corporate Governance Committees effective October 20, 2026, after he and the Board determined that he no longer met applicable independence requirements. The stated reason was his outside-counsel work for Cycurion and payments made to his law firm during 2026. Cycurion said it believes the matter resulted from administrative oversight.
Who joined CYCU’s board committees?
The Board appointed J. Derek Penn to fill an existing vacancy effective October 20, 2026, and appointed him to the Audit, Compensation, and Nominating and Corporate Governance Committees. Penn has served since June 2021 as an independent trustee of the Charles Schwab Mutual Fund and ETF Board of Trustees.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 20, 2026
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
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Registrant’s telephone number, including area code: (888 ) 341-6680
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On October 20, 2026, the Board of Directors (the “Board”) of Cycurion, Inc. (the “Company”) and Peter R. Ginsberg determined that Mr. Ginsberg no longer satisfies the applicable independence requirements to serve on the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee as a result of Mr. Ginsberg’s role as outside counsel representing Cycurion in certain matters and the resulting payments the Company made during 2026 to the law firm of which Mr. Ginsberg is a partner.
Effective October 20, 2026, Mr. Ginsberg stepped down from the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Mr. Ginsberg will continue to serve as a member of the Company’s Board of Directors.
The Company believes the matter resulted from an administrative oversight relating to the application of the applicable independence requirements. The Board determined that the matter does not affect Mr. Ginsberg’s continued service as a director.
Also on October 20, 2026, upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed J. Derek Penn to the Board to fill an existing vacancy, effective immediately. Mr. Penn will serve until his successor is duly elected and qualified or until his earlier resignation, death or removal.
Mr. Penn has served since June 2021 as an independent trustee of the Charles Schwab Mutual Fund and ETF Board of Trustees. He is also a director of the Youngstown-Warren Regional Chamber of Commerce and of Provable Recursion BV, a New York City-based fintech company. Mr. Penn previously served as Managing Director and Head of Equity Sales and Trading at BNY Mellon / Pershing Capital Markets, as Senior Vice President and Head of Equity Trading at Fidelity Investments, and as Head of International Equity Trading at Lehman Brothers, and earlier held positions at Merrill Lynch and Morgan Stanley. He also served for two years as an alumni representative on Duke University’s Advisory Committee on Investment Responsibility. Mr. Penn holds an M.B.A. from Duke University’s Fuqua School of Business.
The Board further determined that Mr. Penn qualifies as an independent director under Nasdaq Listing Rule 5605(a)(2), satisfies the requirements for service on the Nominating and Corporate Governance Committee under Nasdaq Listing Rule 5605(e), satisfies the additional independence requirements applicable to Compensation Committee service under Nasdaq Listing Rule 5605(d)(2), and satisfies the independence requirements applicable to Audit Committee service under Nasdaq Listing Rule 5605(c)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
Effective October 20, 2026, the Board appointed Mr. Penn to serve as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
The Company is implementing enhanced procedures relating to director independence reviews and related-party transaction monitoring.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits:
| Exhibit No. | Description | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CYCURION, INC. | ||||||||||||||
| Date: | October 26, 2026 | By: | /s/ L. Kevin Kelly | |||||||||||
| Name: | L. Kevin Kelly | |||||||||||||
| Title: | Chief Executive Officer | |||||||||||||
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