Cycurion (NASDAQ: CYCU) clears warrant share vote and fights impact of fake $150M acquisition release
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cycurion, Inc. reports that stockholders approved a warrant exercise proposal under Nasdaq Listing Rule 5635(d), authorizing issuance of up to 3,314,920 shares of common stock upon exercise of certain private placement warrants. An adjournment proposal to extend the special meeting, if needed, was also approved.
Cycurion states that a press release claiming an acquisition exceeding $150 million was false and unauthorized, and that related trading volatility, with shares between about $1.00 and $2.40, appears connected to that release. The company is cooperating with FINRA and Nasdaq, has engaged litigation counsel, obtained court subpoenas for two individuals involved in spreading false information, and is pursuing remedies related to possible short selling and stock manipulation. Cycurion cites a verified contracted backlog of $112.4 million and continuing contract wins with federal and enterprise clients.
Positive
- Strong contracted backlog and client momentum: Cycurion reports a verified contracted backlog of $112.4 million and continued contract wins with federal agencies and enterprise clients, supporting revenue visibility and highlighting demand for its AI-enhanced ARx cybersecurity platform.
Negative
- Material potential dilution from warrant exercises: Stockholders approved issuance of up to 3,314,920 additional common shares upon warrant exercise, a level the company notes may equal or exceed 20% of outstanding common stock prior to the related private offering.
- Market disruption tied to false acquisition release: Cycurion describes a fabricated press release about an acquisition exceeding $150 million, linked to trading volatility between about $1.00 and $2.40 and prompting legal action and regulatory reviews.
Insights
Shareholders cleared a large warrant overhang as Cycurion confronts a manipulation scare.
The approval to issue up to 3,314,920 shares on warrant exercise under Nasdaq Rule 5635(d) formalizes potential dilution above 20% of prior common shares. This does not issue shares immediately but enables conversion of existing private placement warrants into equity.
Separately, Cycurion describes a false $150+ million acquisition press release that coincided with share trading between roughly $1.00 and $2.40. The company reports cooperation with FINRA and Nasdaq, court subpoenas for two individuals, and litigation counsel focused on possible short selling and manipulation.
Management highlights a verified contracted backlog of $112.4 million and ongoing wins with federal and enterprise clients, indicating revenue visibility. Subsequent filings may clarify actual warrant exercises, any legal outcomes, and whether the trading disruption has lasting business or market effects.
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): March 17, 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 5.07 Submission of Matters to a Vote of Security Holders
On March 19, 2026, Cycurion, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals identified in the proxy statement filed with the U.S. Securities and Exchange Commission and mailed to stockholders on February 2, 2026. As of the record date on January 21, 2026, there were a total of 5,148,411 shares of Voting Stock (as defined below) issued and outstanding, consisting of 4,188,187 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 960,224 shares of preferred stock, par value $0.0001 per share, having voting rights on as as-if-converted-to-Common Stock basis (the “Preferred Voting Stock”, and together with the Common Stock, the “Voting Stock”), each of which is entitled to one vote. A total of 2,611,518 shares of the Company’s Voting Stock were represented at the Special Meeting either in person or by proxy. At the Special Meeting, the Company’s stockholders voted on the following matters and cast their votes as described below.
Proposal 1 - The Warrant Exercise Proposal - A proposal to approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 3,314,920 shares of Common Stock upon the exercise of certain Common Stock purchase warrants issued in connection with our private placement that closed on December 5, 2025, that may be equal to or exceed 20% of our outstanding shares of Common Stock immediately prior to such offering (the “Warrant Exercise Proposal”).
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||||||||||||||||
| 2,359,348 | 164,438 | 5,773 | 81,959 | |||||||||||||||||
Proposal 2 – Adjournment Proposal - A proposal to approve an adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the Warrant Exercise Proposal (the “Adjournment Proposal”).
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||||||||||||||||
| 2,460,423 | 143,588 | 7,207 | 0 | |||||||||||||||||
Item 8.01 Other Events.
On March 17, 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.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
| Exhibit No. | Description | |||||||
| 99.1 | Press Release dated March 17, 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: | March 20, 2026 | By: | /s/ L. Kevin Kelly | ||||||||
| Name: | L. Kevin Kelly | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
3
Exhibit 99.1
Cycurion, Inc. Statement Regarding Unauthorized Press Release, Fabrication of Investor Relations Contact, and Related Market Activity - Litigation Counsel Engaged to Address Short Selling and Manipulation
MCLEAN, Va., March 17, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions, today issued the following statement in response to an unauthorized press release disseminated yesterday:
The Company has confirmed that a press release claiming an acquisition agreement exceeding $150 million is false and was issued without authorization from Cycurion or its representatives. The release also included a fabricated Investor Relations contact intended to appear legitimate (“Mackenzie Vance of Lowell and Finch,” +34 952 01 04 55, filling@lowellandfinch.com, note the typo in “filling”).
Yesterday’s trading volatility, with the Company’s shares trading between approximately $1.00 to $2.40, appears connected to the dissemination of this inaccurate information. Cycurion promptly notified FINRA and Nasdaq MarketWatch and is cooperating fully with their reviews of this matter. Cycurion believes its intrinsic value is higher than its current trading price based on its operational performance, growing client base, and AI-powered ARx platform.
The Company is aware of other efforts to disseminate false or defamatory information about Cycurion, including via emails and online channels. Legal action has been initiated to address these activities.
Cycurion has secured court-issued subpoenas for two individuals involved in spreading false information online. Cycurion engaged litigation counsel to pursue appropriate remedies related to possible short selling and stock manipulation. Cycurion is utilizing its internal cybersecurity capabilities to support these efforts and strengthen protections going forward.
“We remain fully committed to transparency and delivering value to our shareholders,” said Kevin Kelly, CEO of Cycurion. “Our fundamentals are strong, with a verified contracted backlog of $112.4 million and continued progress on strategic initiatives. We are focused on executing our plan and protecting the integrity of our communications.”
Cycurion is encouraged by ongoing momentum. We continue to secure meaningful new contracts with federal agencies and enterprise clients, bolstering our backlog and revenue visibility. Our pipeline of potential acquisitions also presents opportunities for meaningful top- and bottom-line growth through integration with our core platform.
The Company advises investors, media, and the public to disregard the unauthorized release and rely exclusively on communications from verified Cycurion channels.
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 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
2
FAQ
What did Cycurion (CYCU) shareholders approve at the March 2026 special meeting?
Shareholders approved a proposal under Nasdaq Listing Rule 5635(d) allowing issuance of up to 3,314,920 common shares upon exercise of certain private placement warrants. They also approved an adjournment proposal enabling the meeting to be extended if more time were needed for votes.
How many Cycurion shares can be issued under the new warrant exercise approval?
The warrant exercise approval covers up to 3,314,920 shares of Cycurion common stock issuable upon exercise of specific private placement warrants. The company notes this amount may equal or exceed 20% of its outstanding common stock immediately before that private offering.
What false information did Cycurion say was spread about a large acquisition?
Cycurion states that an unauthorized press release claimed an acquisition agreement exceeding $150 million, using a fabricated investor relations contact. The company confirms this announcement was false and unauthorized, and advises investors and media to rely only on verified Cycurion communication channels.
How did the false press release affect Cycurion’s stock trading activity?
Cycurion reports that trading volatility, with shares moving between approximately $1.00 and $2.40, appears connected to dissemination of the false acquisition press release. The company promptly notified FINRA and Nasdaq MarketWatch and is cooperating fully with their reviews of the trading activity.
What legal and regulatory steps is Cycurion taking regarding alleged manipulation?
Cycurion has engaged litigation counsel, obtained court-issued subpoenas for two individuals involved in spreading false information online, and is pursuing remedies related to possible short selling and stock manipulation. It is cooperating with FINRA and Nasdaq and leveraging internal cybersecurity capabilities in these efforts.
What does Cycurion say about its current business fundamentals and backlog?
The company describes its fundamentals as strong, citing a verified contracted backlog of $112.4 million and ongoing meaningful new contracts with federal agencies and enterprise clients. It also highlights a pipeline of potential acquisitions aligned with its AI-powered ARx cybersecurity platform.
Filing Exhibits & Attachments
5 documentsPress Releases
Cycurion Inc.
NASDAQ:CYCU
CYCU Rankings
CYCU Latest News
CYCU Latest SEC Filings
Mar 27, 2026
[8-K] Cycurion, Inc. Reports Material Event
Feb 27, 2026
[8-K] Cycurion, Inc. Reports Material Event
Feb 13, 2026
[8-K] Cycurion, Inc. Reports Material Event
Feb 5, 2026
[8-K] Cycurion, Inc. Reports Material Event
CYCU Stock Data
4.86M
3.74M
Information Technology Services
Services-computer Programming Services
United States
MCLEAN