Cycurion (NASDAQ: CYCU) targets $5.5M Kustom deal and $5.1M added revenue
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cycurion, Inc. filed a current report furnishing two press releases that outline its 2026 strategy and an updated acquisition plan. In one release, CEO Kevin Kelly discusses the shift from restructuring to execution, citing a strategic reorganization expected to generate more than $2.2 million in annual cost savings and highlighting renewed contract momentum, including a multi‑year engagement with a Fortune 500 partner valued at about $1 million in its first year.
The second release updates a revised, non‑binding MOU to acquire Kustom Entertainment’s legacy video solutions segment. The business is expected to contribute approximately $5.1 million in annual revenue and an estimated $8.0 million backlog, with both parties targeting closing by early June 2026, subject to due diligence and a definitive agreement. 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, plus additional warrants and performance‑based earn‑out and clawback provisions.
Positive
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Negative
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Insights
Cycurion pairs cost savings and contract wins with a targeted bolt-on acquisition.
Cycurion is positioning 2026 around operational execution and selective inorganic growth. Management cites a strategic reorganization expected to yield more than $2.2 million in annual cost savings, while pointing to multi‑year contract momentum, including a first‑year contract value of about $1 million with a Fortune 500 partner.
The updated non‑binding MOU to acquire Kustom Entertainment’s legacy video solutions segment would add roughly $5.1 million in annual revenue and an estimated $8.0 million backlog, funded via a $5.5 million purchase price split between $1.25 million cash and a $4.25 million secured promissory note plus equity‑linked and earn‑out features. This structure limits upfront cash while tying part of consideration to performance.
Because the MOU remains non‑binding and closing is targeted for the beginning of June 2026, completion still depends on due diligence, a definitive agreement, and customary conditions. Subsequent company filings would clarify final terms, integration progress, and whether the acquisition supports the longer‑term revenue aspirations referenced by management.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Expected annual cost savings: $2.2 million
Fortune 500 contract value: $1 million
Target business annual revenue: $5.1 million
+5 more
8 metrics
Expected annual cost savings
$2.2 million
From Cycurion’s strategic reorganization
Fortune 500 contract value
$1 million
First-year value of multi-year engagement
Target business annual revenue
$5.1 million
Expected revenue from Kustom’s legacy video solutions segment
Target business backlog
$8.0 million
Backlog of established contracts and recurring subscriptions
Total purchase price
$5.5 million
Agreed consideration for the segment under the MOU
Cash at closing
$1.25 million
Cash portion of purchase price
Secured promissory note
$4.25 million
Debt portion of consideration to Kustom
Revenue growth milestones
$40 million and $60 million
Management’s stated size objectives for Cycurion
Key Terms
non-binding Memorandum of Understanding, backlog, secured promissory note, performance-based earn-out, +2 more
6 terms
non-binding Memorandum of Understanding regulatory
"updated on the revised non-binding Memorandum of Understanding (“MOU”) with Kustom Entertainment"
A non-binding memorandum of understanding is a written outline of the main terms and intentions between parties that signals they are negotiating a potential deal but does not create enforceable legal obligations. Think of it as a detailed handshake that helps investors read a company's likely direction and near-term plans, while reminding them the final agreement, price or timeline can still change.
backlog financial
"expected to contribute approximately $5.1 million in annual revenue and an estimated $8.0 million backlog"
A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.
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.
performance-based earn-out financial
"together with additional warrants and performance-based earn-out and clawback provisions"
forward-looking statements regulatory
"This press release contains statements that are forward-looking statements as defined"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
exclusivity (no-shop) regulatory
"including exclusivity (no-shop), confidentiality, and expense allocation"
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): April 20, 2026
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
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 8.01 Other Events.
On April 20, 2026, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On April 21, 2026, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
| Exhibit No. | Description | |||||||
| 99.1 | Press Release dated April 20, 2026 | |||||||
| 99.2 | Press Release dated April 21, 2026 | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
2
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: | April 21, 2026 | By: | /s/ L. Kevin Kelly | |||||||||||
| Name: | L. Kevin Kelly | |||||||||||||
| Title: | Chief Executive Officer | |||||||||||||
3
Exhibit 99.1
Cycurion CEO Kevin Kelly Discusses Operational Execution, Multi‑Year Contract Momentum, and 2026 Growth Priorities in Recent Interview
April 20, 2026
MCLEAN, Va., April 20, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a leading provider of IT cybersecurity solutions and AI-driven innovations, today announced the release of a new interview featuring Kevin Kelly, Chairman and Chief Executive Officer of Cycurion, Inc.
In the interview, Mr. Kelly reflects on developments over the past several months, including financial reporting, new contract awards, and operational initiatives aimed at strengthening efficiency and scalability. He emphasizes management’s focus on transitioning from restructuring to disciplined execution following Cycurion’s previously announced strategic reorganization, which is expected to generate more than $2.2 million in annual cost savings.
The discussion also addresses Cycurion’s performance following a challenging 2025, when delayed government spending and contract timing created near-term headwinds. Mr. Kelly outlines early indicators in 2026 that he believes support management’s view that those pressures were transitory, pointing to renewed customer engagement, improving demand signals, and improved visibility across the company’s pipeline.
Watch the full interview here: https://youtu.be/xQIOqTufAo4
The interview highlights Cycurion’s continued momentum in winning multi‑year contract awards. Mr. Kelly discusses the company’s recently announced multi‑year engagement with a Fortune 500 partner supporting a major government agency, valued at approximately $1 million in its first year with potential for future expansion. He highlights how this award reflects Cycurion’s positioning in AI‑driven cybersecurity solutions for government clients and prime contractors seeking advanced, scalable capabilities.
Looking ahead, Mr. Kelly outlines the milestones and priorities investors should monitor over the coming quarters, including continued operational discipline, execution on recently awarded contracts, expansion within existing customer relationships, and progress toward sustainable revenue growth and margin improvement.
In closing, Kelly concluded, “As investors look at Cycurion in 2026, a key theme is profitable growth,” said Kevin Kelly, Chairman and Chief Executive Officer of Cycurion. “We are focused on building a larger, more profitable organization by executing on the foundation we’ve put in place, while also pursuing strategic inorganic growth to scale the business over time. Our objective is to grow into a $40 million company, then $60 million, and ultimately much larger cybersecurity company, and we believe that by the end of this year, Cycurion is positioned to become a larger, stronger organization as a result.”
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, Cloudburst Security, 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. 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, including the John Doe lawsuit, 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
Source Cycurion, Inc.
2
Exhibit 99.2
Cycurion, Inc. Provides Update on Revised Memorandum of Understanding to Acquire Kustom Entertainment’s Legacy Video Solutions Segment
April 21, 2026
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.comApril 16, 2026
2
FAQ
What strategic themes did Cycurion (CYCU) highlight for 2026 in this report?
Cycurion emphasized a shift from restructuring to disciplined execution, focusing on profitable growth. Management pointed to more than $2.2 million in expected annual cost savings, multi‑year contract momentum, expanding customer relationships, and progress toward sustainable revenue growth and margin improvement as key 2026 priorities.
What new contract momentum did Cycurion (CYCU) describe in the CEO interview?
Cycurion highlighted continued momentum in winning multi‑year contracts, including a recently announced engagement with a Fortune 500 partner. That contract, supporting a major government agency, is valued at approximately $1 million in its first year, with potential for future expansion and broader AI‑driven cybersecurity deployments.
What are the key financial terms of Cycurion’s revised MOU with Kustom Entertainment (KUST)?
The non‑binding MOU contemplates acquiring Kustom’s legacy video solutions segment for an agreed $5.5 million purchase price. That includes a $1.25 million cash payment at closing and a $4.25 million secured promissory note, plus additional warrants and performance‑based earn‑out and clawback provisions described in the memorandum.
How much revenue and backlog could Cycurion gain from Kustom’s legacy video solutions segment?
The targeted business is expected to contribute approximately $5.1 million in annual revenue and an estimated $8.0 million backlog. These figures are based on pro forma financials jointly prepared by Cycurion and Kustom and are described as consistent with the segment’s historical performance.
When do Cycurion and Kustom aim to close the legacy video solutions acquisition?
Both parties agreed to accelerate the closing target to the beginning of June 2026. Completion remains subject to final due diligence, negotiation and execution of a definitive agreement, and satisfaction of customary closing conditions, as outlined in the updated non‑binding Memorandum of Understanding.
How does Cycurion describe its longer-term growth objectives in this update?
CEO Kevin Kelly described a theme of “profitable growth,” aiming to build a larger, more profitable cybersecurity organization. He referenced an objective of growing Cycurion into a $40 million company, then $60 million, and ultimately a much larger business by executing on its current strategic foundation.