Cycurion (NASDAQ: CYCU) rejects 7-for-1 reverse split, probes trading and touts $58M deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cycurion, Inc. reported that its board and management have decided not to pursue a proposed 7‑for‑1 reverse stock split, emphasizing a strategy of sustaining its stock exchange listing through business growth rather than short‑term price mechanics. The company highlights recent expansion, including two acquisitions that contributed approximately $5.1 million (Digital Ally) and $2.5 million (Secuvant) in revenue, organic revenue of about $15.5 million, and an annual revenue run rate of roughly $28 million. Cycurion also cites a new ten‑year contract valued at $58 million and about $8 million of contracted backlog as providing multi‑year visibility. Management states that, based on past experience, another reverse split could harm shareholders without resolving perceived underlying market issues, and it outlines a forensic review of trading activity that, in its view, indicates trading inconsistent with fair and orderly markets, including extreme volume days and heavy use of “short exempt” designations. The company is engaging with NASDAQ and indicates it may pursue parties it concludes are responsible, while continuing to focus on integrating acquisitions, growing recurring cybersecurity services, and defending long‑term shareholder interests.
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Insights
Cycurion rejects a reverse split, emphasizing growth and probing trading anomalies.
Cycurion frames the decision not to execute a 7‑for‑1 reverse stock split as a shareholder‑protection move, arguing that prior experience showed limited, short‑lived price support. Instead, it points to revenue contributions of $5.1 million and $2.5 million from acquisitions, organic revenue of about $15.5 million, and an annual run rate near $28 million as the basis for long‑term value.
The company also discloses a ten‑year contract worth $58 million and roughly $8 million of contracted backlog, which together provide more predictable future cash flows if executed as expected. These figures help explain management’s confidence in fundamentals‑driven compliance with listing standards rather than relying on capital‑structure mechanics.
On the market‑structure side, Cycurion describes trading days where approximately 89.9 million shares traded versus a float of roughly 86.5 million shares and notes a ~45% intraday price drop on March 16, 2026 that triggered Regulation SHO Rule 201. It asserts that elevated “short exempt” activity and order patterns resemble spoofing and says it is working with NASDAQ and may pursue responsible parties. The impact of any enforcement or remediation remains dependent on regulatory and legal outcomes.
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
Digital Ally revenue contribution: $5.1 million
Secuvant revenue contribution: $2.5 million
Organic revenue: $15.5 million
+5 more
8 metrics
Digital Ally revenue contribution
$5.1 million
Revenue contributed over the past year from the Digital Ally acquisition
Secuvant revenue contribution
$2.5 million
Revenue contributed over the past year from the Secuvant acquisition
Organic revenue
$15.5 million
Organic revenue cited by management over the past year
Annual revenue run rate
$28 million
Annual revenue run rate reached after acquisitions and organic growth
Ten-year contract value
$58 million
Value of a new 10-year contract providing multi-year visibility
Contracted backlog
$8 million
Approximate contracted backlog supporting forward revenue
Single-day volume vs float
89.9 million shares vs 86.5 million-share float
October 2025 trading day where volume exceeded reported float
Intraday price drop
Approximately 45%
CYCU decline on March 16, 2026 from about $1.75 to $0.96
Key Terms
reverse stock split, Regulation SHO Rule 201, short exempt, spoofing, +1 more
5 terms
reverse stock split financial
"a 7-for-1 reverse stock split is not in the best interest of shareholders"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Regulation SHO Rule 201 regulatory
"triggering the Regulation SHO Rule 201 short-sale circuit breaker at 9:30:01 a.m."
A SEC short-sale rule that automatically restricts short selling in a single stock when its price falls 10% or more from the previous trading day's close. Once triggered, short sales can only be executed at a price above the national best bid for the rest of that day and the following day, similar to a temporary traffic rule that slows only one type of trading to prevent further rapid declines. It matters to investors because it can reduce downward selling pressure and change trading liquidity and execution prices during volatile declines.
short exempt financial
"a pronounced surge in short sales, most marked “short exempt”"
Short exempt is an order label on exchanges that indicates a seller is placing a short sale that is allowed to bypass certain short-sale price tests or trading restrictions under market rules. The flag is used when a trade meets a regulatory exception—commonly for market-making, specific settlement or risk-management activities—so the order can execute even when normal short-sale limits would apply. For investors, the designation explains why a broker-dealer executed a short sale that might otherwise have been restricted.
spoofing financial
"trading behavior consistent with additional acts of manipulation, including 'spoofing'"
Placing fake buy or sell orders with the intent to trick other market participants and then canceling them before execution; the goal is to create a false impression of demand or supply and move a security’s price. Think of it like pretending to bid at a yard sale to make an item seem more desirable, then backing out — it can mislead investors, distort prices and trading volume, and lead to regulatory enforcement and financial losses.
contracted backlog financial
"built approximately $8 million of contracted backlog, giving the Company multi-year revenue visibility"
Contracted backlog is the total dollar value of customer orders or projects that a company has formally committed to deliver but has not yet completed or recognized as revenue. For investors it is a forward-looking measure of expected future sales and cash flow—like a paid to-do list that shows the pipeline of work—but it can overstate certainty if contracts are cancellable, delayed, or subject to change.
FAQ
What reverse stock split decision did Cycurion (CYCU) announce on July 8, 2026?
Cycurion’s board and management decided not to proceed with a proposed 7‑for‑1 reverse stock split. They state that, based on prior experience and current trading conditions, a reverse split could harm shareholders and would not address perceived underlying market issues.
What major contract and backlog figures did Cycurion (CYCU) disclose?
Cycurion reported securing a ten‑year contract valued at $58 million and building about $8 million in contracted backlog. The company describes these commitments as providing multi‑year revenue visibility while it integrates acquisitions and focuses on recurring cybersecurity services.
How does Cycurion (CYCU) describe unusual trading activity in its stock?
Cycurion states that its review indicates trading inconsistent with fair and orderly markets, including extreme volume and concentrated “short exempt” activity. It notes a session where about 89.9 million shares traded against a float near 86.5 million shares and a ~45% intraday price drop on March 16, 2026.
What actions is Cycurion (CYCU) taking in response to its trading review?
Cycurion is conducting a forensic review of trading and is in contact with NASDAQ. The company says it intends to follow the evidence and, if appropriate, pursue parties it believes are responsible for improper trading, while continuing to focus on business growth and shareholder protection.
How does Cycurion (CYCU) plan to support its stock exchange listing without a reverse split?
Cycurion emphasizes fundamentals‑driven performance rather than price mechanics. It points to acquisition revenue, organic growth, a $58 million ten‑year contract, and $8 million of backlog as the basis for sustaining its listing through operational improvement over time.
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): July 8, 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 July 8, 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 July 8, 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: | July 10, 2026 | By: | /s/ L. Kevin Kelly | |||||||||||
| Name: | L. Kevin Kelly | |||||||||||||
| Title: | Chief Executive Officer | |||||||||||||
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Back to Press Releases Cycurion Issues Letter to Shareholders; Management Declines Reverse Stock Split and Intensifies Actions Against Suspected Market Abuse July 8, 2026 MCLEAN, Va., July 08, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leading AI-driven, tech-enabled cybersecurity solutions provider, today releases the following Letter to Shareholders from Kevin Kelly, Chairman and Chief Executive Officer. Dear Valued Shareholders, Cycurion's first obligation is to protect and build shareholder value, and to maintain our listing through sustainable, fundamentals-driven performance rather than short-term price optics. After careful deliberation, the Board of Directors and Management have determined that a 7-for-1 reverse stock split is not in the best interest of shareholders at this time. Our focus is on growing the business, and management expects that continued growth will, over time, be reflected in the price of the stock. Management further believes that pursuing a reverse split now would not protect shareholders and would divert the Company from the work that creates value. Based on the Company’s prior experience, the trading record we have analyzed, and the evidence we have collected and continue to collect, Press Release I N V E S T O R R E L A T I O N S
management concluded that another reverse split carried a substantial risk of harming shareholders while failing to resolve the underlying issues. Steps We Have Taken to Build the Business Our decision begins with a simple premise: the most reliable way to protect and grow shareholder value is to build a stronger, more profitable company — and that is where management is concentrating its efforts. Over the past year we completed two strategic acquisitions: Digital Ally, which contributed approximately $5.1 million in revenue, and Secuvant, which contributed approximately $2.5 million — each expanding our cybersecurity platform, deepening customer relationships, and adding recurring, high- value services we can cross-sell across the base. We grew organic revenue to approximately $15.5 million and lifted the Company’s annual revenue run rate to approximately $28 million. We secured a new ten- year contract valued at $58 million and built approximately $8 million of contracted backlog, giving the Company multi-year revenue visibility. The organization is focused on integrating those acquisitions, tightening operating discipline, and prioritizing the recurring, higher-margin work that we believe drives durable profitability. In other words, the business continues to expand while management works to strengthen the Company’s position. Continued growth — not financial engineering — ultimately builds shareholder value. The Company’s operating progress will be reflected in the share price over time. Revenue Composition & Annual Run Rate
Contracted & Committed Forward Value Why a Reverse Split Was Not the Answer for Cycurion A reverse stock split does not create value. It reduces the number of shares outstanding and raises the nominal price, but it does not change the underlying worth of the business. At best, a reverse split offers mechanical, short-term compliance with minimum price rules; it does not create the stable, fundamentals-based valuation that long-term compliance requires. Our own history makes the point. A previous reverse split historically did not deliver durable price support for Cycurion stock. The Company has evidence from our experience in 2025 of what can happen when a reverse split is announced into this kind of environment. According to our historical records, if a 7-for-1 reverse split had been announced while CYCU was trading around $0.60, the implied post-split price would have been approximately $4.20. Based on the October 2025 pattern, Management believes the stock could have been driven down sharply before and after the split, potentially leaving it in an effective range of approximately $1.20 to $1.50, and vulnerable to being pushed below $1.00 again. That outcome would have reduced shareholder ownership and still left the Company exposed to the same listing risk. Management concluded that, while announcing another split into this environment might create a brief optical improvement, it would be followed by renewed pressure capable of pushing the stock back down. We are not willing to ask shareholders to bear that risk. What Our Forensic Review of Trading Has Found The Company's conclusion that its stock has been the target of trading activity inconsistent with fair and orderly markets is not speculation. In October 2025, approximately 89.9 million shares of CYCU changed hands in a single session against a float of roughly 86.5 million shares. More than 100% of the float turned over in a single day — an event that, in Management’s view, is not consistent with legitimate market activity.
The pattern was repeated this spring. On March 16, 2026, CYCU fell approximately 45% intraday — from a prior close near $1.75 to a low of $0.96 — triggering the Regulation SHO Rule 201 short-sale circuit breaker at 9:30:01 a.m. That safeguard is meant to restrain short selling once a stock has dropped 10% or more. Yet on precisely the two days the restriction was in force (March 16 and 17), the records reflect a pronounced surge in short sales, most marked “short exempt” — a designation that, if misused, permits short selling to continue at or below the prevailing bid during the window when it is supposed to be curtailed. The chart below shows both the price collapse and the concentration of short-exempt selling on those two restricted days. CYCU price collapse and restricted-day short selling (Feb–Mar 2026) The order records suggest trading behavior consistent with additional acts of manipulation, including 'spoofing' — including an unusually high number of orders placed and executed, followed by rapid sequencing of cancellations, creating a false impression of supply and demand. The Company intends to follow the evidence and, if appropriate, pursue those parties responsible for improper trading and market manipulation identified in our review. In connection with these efforts, the Company is in contact with NASDAQ regarding this trading activity and the actions Cycurion is taking, and we will continue to work with the exchange as our investigation proceeds, recognizing that the timing and outcome of any regulatory or enforcement actions remain inherently uncertain.
Again, deciding not to engage in a reverse stock split was a shareholder-protection decision: it preserved shareholder positions and gave the Company the ability to continue pursuing the remedies it believes best protect investors, including holding accountable those responsible for what the Company views as improper trading and market manipulation in its stock. Management recognizes that the last several quarters have not been a smooth road for investors. The volatility in CYCU’s share price, particularly when it has not reflected the progress and growth of the business, has been frustrating and, for many long-term shareholders, painful. Cycurion will continue standing up for its shareholders. The Company will continue building its business, continue pursuing the evidence, and continue using every appropriate legal, regulatory, and forensic avenue available to address any misconduct that our investigation substantiates. Deciding not to pursue a reverse split at this time was the right decision, the protective decision, and the decision most consistent with our duty to defend our shareholders and their long-term interests. Sincerely, Kevin Kelly, Chairman and Chief Executive Officer 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. 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. Such statements include, but are not limited to, statements regarding the acceleration of the Company’s inorganic growth strategy through potential acquisitions and strategic transactions; the continued execution of the Company’s contracted backlog; the timing, amount and likelihood of realizing revenues associated with our contracted 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 intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially
All Rights Reserved Cycurion © 2026. All Rights Reserved. Privacy Policy Terms of Use Investor Relations Website By VendorGroup® 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.com Photos accompanying this announcement are available at https://www.globenewswire.com/NewsRoom/AttachmentNg/5b24c81c-e9b4-410f-850e-19af7c646cba https://www.globenewswire.com/NewsRoom/AttachmentNg/c5ab9851-4ffe-4444-b5d5-c3b6e14dd855 https://www.globenewswire.com/NewsRoom/AttachmentNg/49724926-f2da-4262-ab26-1b54d3c61fd5