Cycurion (NASDAQ: CYCU) reschedules vote on 3,314,920 warrant shares

Rhea-AI Filing Summary

Cycurion, Inc. adjourned its special meeting of stockholders to March 19, 2026 after the original meeting failed to reach a quorum. The extra time is intended to let more stockholders cast their votes.

A key proposal seeks approval under Nasdaq Listing Rule 5635(d) for the potential issuance of up to 3,314,920 shares of common stock upon exercise of warrants issued in a private placement that closed on December 5, 2025. The record date remains January 21, 2026, previously submitted proxies remain valid unless revoked, and stockholders who have already voted do not need to take further action.

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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): February 26, 2026

Cycurion, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-41214

86-3720717

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1640 Boro Place, Suite 420C McLean, Virginia (Address of principal executive offices) 22102 (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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 $345.00 per share

CYCUW

The NASDAQ Stock Market

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 February 26, 2026, Cycurion, Inc. (“Cycurion” or the “Company”) issued a press release announcing that the Company adjourned its special meeting of stockholders (the “Special Meeting”) until Thursday, March 19, 2026 at 12:00 p.m. Eastern Time in order to provide Cycurion stockholders with additional time to cast their votes. The Special Meeting was originally scheduled for February 26, 2026; however, the number of votes cast was less than the number of shares required to constitute a quorum for the Special Meeting.

The purpose of the Special Meeting is for Cycurion stockholders to, among other things, approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 3,314,920 shares of the Company’s 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 proposals to be voted on by the Cycurion stockholders at the adjourned Special Meeting are more fully described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 2, 2026.

The record date for the Special Meeting remains January 21, 2026 and will apply to the reconvened Special Meeting on March 19, 2026. Proxies previously submitted in respect of the Special Meeting will be voted at the reconvened Special Meeting unless properly revoked. Stockholders who have previously submitted their proxy or otherwise voted need not take any action. For stockholders who have not yet cast their votes, Cycurion encourages them to vote their shares now. Instructions for how to vote by proxy at the meeting, even if a stockholder is unable to attend the meeting, are included in the definitive proxy statement. For more information on how to vote, please contact Cycurion’s proxy solicitor, D.F. King & Co., Inc.

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 February 26, 2026
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:			February 27, 2026			By:			/s/ L. Kevin Kelly
						Name:			L. Kevin Kelly
						Title:			Chief Executive Officer

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Exhibit 99.1

Cycurion, Inc. Adjourns Special Meeting of Stockholders Until March 19, 2026

MCLEAN, Va., Feb. 26, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions, today adjourned its special meeting of stockholders (the “Special Meeting”) until Thursday, March 19, 2026 at 12:00 p.m. Eastern Time in order to provide Cycurion stockholders with additional time to cast their votes. The Special Meeting was originally scheduled for today; however, the number of votes cast was less than the number of shares required to constitute a quorum for the Special Meeting.

The purpose of the Special Meeting is for Cycurion stockholders to approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 3,314,920 shares of the Company’s 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 proposals to be voted on by the Cycurion stockholders at the adjourned Special Meeting are more fully described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 2, 2026.

The record date for the Special Meeting remains January 21, 2026 and will apply to the reconvened Special Meeting on March 19, 2026. Proxies previously submitted in respect of the Special Meeting will be voted at the reconvened Special Meeting unless properly revoked. Stockholders who have previously submitted their proxy or otherwise voted need not take any action. For stockholders who have not yet cast their votes, Cycurion encourages them to vote their shares now. Instructions for how to vote by proxy at the meeting, even if a stockholder is unable to attend the meeting, are included in the definitive proxy statement. For more information on how to vote, please contact Cycurion’s proxy solicitor, D.F. King & Co., Inc.

About Cycurion

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 SEC. 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

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FAQ

What did Cycurion (CYCU) announce about its special stockholder meeting?

Cycurion adjourned its special stockholder meeting to March 19, 2026 to allow more time for voting. The original meeting lacked a quorum, meaning too few shares were represented to conduct official business.

Why is Cycurion (CYCU) holding a special meeting on March 19, 2026?

The March 19, 2026 special meeting will ask stockholders to approve, among other items, issuing up to 3,314,920 common shares upon exercise of certain warrants issued in a private placement that closed on December 5, 2025.

How many Cycurion (CYCU) shares could be issued under the warrant proposal?

The proposal seeks approval, under Nasdaq Listing Rule 5635(d), for the potential issuance of up to 3,314,920 shares of Cycurion common stock upon exercise of specific common stock purchase warrants from a prior private placement.

Does Cycurion (CYCU) require stockholders who already voted to take action?

Stockholders who already submitted proxies or voted for the special meeting do not need to act again. Their proxies will be voted at the reconvened March 19, 2026 meeting unless they are properly revoked beforehand.

What is the record date for Cycurion’s (CYCU) reconvened special meeting?

The record date remains January 21, 2026. Only stockholders of record as of that date are entitled to vote at the reconvened special meeting on March 19, 2026, even though the meeting itself occurs later.

How can Cycurion (CYCU) stockholders get help voting their shares?

Stockholders can follow detailed proxy voting instructions in Cycurion’s definitive proxy statement filed February 2, 2026. For additional assistance, they are directed to contact the company’s proxy solicitor, D.F. King & Co., Inc., using the contact information provided.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 9.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB