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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): September 25, 2025
CYCURION,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-41214 |
|
86-3720717 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 1640
Boro Place, Fourth Floor |
|
|
| McLean,
Virginia |
|
22102 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (310) 740-0710
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 |
| Common
stock, par value $0.0001 per share |
|
CYCU |
|
The
NASDAQ Stock Market LLC |
| Redeemable
warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share |
|
CYCUW |
|
The
NASDAQ Stock Market LLC |
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 ☒
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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 25, 2025, the board of directors of Cycurion, Inc. (the “Company”) waived the Series A Convertible Preferred Stock
lock-up restrictions. The holders of our Series A Convertible Preferred Stock (and the underlying securities for which the holders have
conversion rights) were previously subject to a one-year lock-up of their securities that commenced on the closing of the business combination
with Western Acquisition Ventures Corp. on February 14, 2025, subject to release from the lock-up after six months from the closing if,
thereafter, the daily trading value of shares of our common stock is greater than $150,000 for 30 consecutive trading days and the 30-day
VWAP for shares of our common stock is greater than $5.00. As the Company’s common stock does not meet the conditions set forth
above to release the holders of the Series A Convertible Preferred Stock from the lock-up restrictions after six months from the closing
of the business combination, the board of directors of the Company deemed it in the best interests to waive such lock-up restrictions
as the Series A Convertible Preferred Stock accrues approximately $120,000 per year in stock or cash payments. If the holders of the
Series A Convertible Preferred Stock convert such preferred stock into common stock, the Company could save approximately $120,000 in
costs on its income statement, which is part of the Company’s strategic recapitalization to strengthen its balance sheet and support
growth initiatives.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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:
September 26, 2025 |
By: |
/s/
L. Kevin Kelly |
| |
Name: |
L.
Kevin Kelly |
| |
Title: |
Chief
Executive Officer |
