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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): October 14, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
October 14, 2025, Cycurion, Inc. (the “Company”) received a Delisting Determination Letter from the staff of Nasdaq Listing
Qualifications (the “Staff”) that it has determined to commence proceedings to delist the common stock, par value $0.0001
per share, of the Company (ticker symbol: CYCU), from the Nasdaq Global Market (the “Nasdaq”).
As
previously announced in a Current Report filed with the Securities and Exchange Commission (the “SEC”), on April 15, 2025,
the Staff notified the Company on April 9, 2025 that, for the prior 30 consecutive business days, the closing bid price of the
Company’s common stock had been below the
minimum of $1.00 per share required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid
Price Rule”). The notification letter stated that the Company would be afforded 180 calendar days, or until October 6, 2025, to
regain compliance.
The
Company has not regained compliance with the Bid Price Rule, and the listed security is now subject to delisting from The Nasdaq Global
Market. Unless the Company requests an appeal of the Staff’s determination by October 21, 2025, trading of the Company’s
shares of common stock will
be scheduled for delisting at the opening of business on October 23, 2025, and Nasdaq intends to file a Form 25-NSE with the SEC, removing
the Company’s shares of common stock from
listing and registration on The Nasdaq Stock Market.
On
October 20, 2025, the Company submitted
its request to the Nasdaq Global Market to appeal
the Staff’s determination to a Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing
Rule 5800 Series. A hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending
the Panel’s decision. The Company has been informed by the Staff
that Panel hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request
On
October 10, 2025, the Company’s board of directors determined to effect a 30:1 reverse stock split to regain compliance with the
Bid Price Rule, which is expected to take effect on October 27, 2025. As previously announced, holders of a majority of the Company’s
issued and outstanding common stock, including certain holders of shares of preferred stock, which shares vote together
with the shares of common stock, approved a reverse stock split proposal at a reverse stock split ratio ranging between and including
3:1 to 75:1 and in the aggregate not more than 250:1, inclusive, by written consent as set forth in the Company’s definitive Information
Statement filed with the U.S. Securities and Exchange Commission on September 9, 2025. The reverse stock split proposal became effective
on September 29, 2025.
If the
Company does not regain compliance with Nasdaq’s continued listing standards or its
appeal is unsuccessful, it is expected that its shares of common stock will be delisted from
Nasdaq, in which case, the Company may apply to list its shares of common stock on the over-the-counter
market. The over-the-counter market is a significantly more limited market than Nasdaq, and quotation on the over-the-counter market
likely results in a less liquid market for existing and potential stockholders of the Company to trade its
shares of common stock and could depress the trading price of the shares of common stock.
The Company can provide no assurance that its shares of common stock will continue to trade
on this market or the over-the-counter market, that broker-dealers will continue to provide
public quotes of the shares of common stock, or that the trading volume of the shares
of common stock will be sufficient to provide for an efficient trading market.
Item
8.01 Other Events.
On
October 14, 2025, the Company announced that it has engaged counsel to pursue its legal remedies against individuals or groups who appear
to have disseminated false and misleading information, defamed the Company and libeled its executives, which actions seem designed to
undermine investor confidence and harm the Company’s reputation. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
On
October 16, 2025, the Company announced the successful closure of five new contracts, totaling approximately $1 million in value, which
are expected to generate an additional $75,000 in monthly recurring revenue. A copy of the press release is furnished as Exhibit 99.2
to this Current Report on Form 8-K.
On
October 20, 2025, the Company announced that it received a Delisting Determination Letter from the Staff that it has determined to commence
proceedings to delist the Company’s shares of common stock from
The Nasdaq Global Market, as discussed in more detail in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is
furnished as Exhibit 99.3 to this Current Report on Form 8-K.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements
include, but are not limited to, statements regarding the Company’s appeal of the Staff’s determination, the potential delisting
of the Company’s shares of common stock from
The Nasdaq
Global Market, the
trading of the Company’s shares of common stock on
the over-the-counter market, the projected operation and financial performance of the Company, and the Company’s expectations,
hopes, beliefs, intentions, plans, prospects or strategies regarding the future revenue and the business plans of the Company’s
management team. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements.
In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. The forward-looking statements contained in this Current Report are based on certain assumptions and analyses made by
the management of the Company considering their respective experience and perception of historical trends, current conditions, and expected
future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances.
There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond the control of the parties), or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements, including whether
the Company will be able to regain compliance with the continued listing standards of the Nasdaq or comply with the initial listing standards
of another national securities exchange, the ability of the Company to service or otherwise pay its debt obligations, including to holders
of the Company’s convertible notes, the mix of services utilized by the Company’s customers and such customers’ needs
for these services, market acceptance of new service offerings, the ability of the Company to expand what it does for existing customers
as well as to add new customers, that the Company will have sufficient capital to operate as anticipated, and the demand for the Company’s
products, and economic activity in general. Should one or more of these risks or uncertainties materialize or should any of the assumptions
being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The
Company undertakes no obligation to update or revise any forward-looking statements, whether because of new information, future events,
or otherwise, except as may be required under applicable securities laws.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated October 14, 2025 |
| 99.2 |
|
Press release dated October 16, 2025 |
| 99.3 |
|
Press release dated October 20, 2025 |
| 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: October 20, 2025 |
By: |
/s/ L. Kevin
Kelly |
| |
Name: |
L. Kevin Kelly |
| |
Title: |
Chief Executive Officer |
