Cycurion offers stock exchange at adjustable $2.70
The agreements cap beneficial ownership at 4.99% and restrict resales to 5.0% of average daily trading volume over the preceding ten trading days.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Cycurion, Inc. (CYCU) entered into separate Series H Convertible Preferred Stock Conversion Inducement and Exchange Agreements with Obsidian Associates, LLC and M2B Funding Corp. on October 29, 2026. The agreements give each holder a limited right to exchange all of its outstanding Series H preferred shares, together with accrued and unpaid dividends, for common stock at $2.70 per share, subject to adjustment to Nasdaq’s “Minimum Price,” if applicable. Obsidian holds 618.75 Series H shares and M2B holds 952.70 Series H shares.
The right may be exercised during a limited exchange period following Cycurion’s filing of a Listing of Additional Shares notification with Nasdaq and public disclosure of the transactions. A holder that elects to participate must exchange all Series H shares it holds as of the applicable agreement’s effective date. Upon consummation, exchanged preferred shares will be canceled and retired, and accrued dividends will be satisfied and extinguished. The agreements set a 4.99% beneficial ownership limit, with shares that would exceed it held in abeyance, and limit resales of exchange shares to no more than 5.0% of average daily trading volume during the preceding ten trading days. The parties intend the exchanges to qualify for the Section 3(a)(9) registration exemption; no commissions or other remuneration will be paid in connection with them.
8-K Event Classification
Key Figures
Key Terms
Minimum Price financial
beneficial ownership limitation financial
held in abeyance technical
average daily trading volume financial
Section 3(a)(9) regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
(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:
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
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 1.01. Entry into a Material Definitive Agreement.
Series H Conversion Inducement and Exchange Agreements
On October 29, 2026, Cycurion, Inc., a Delaware corporation (the “Company”), entered into separate Series H Convertible Preferred Stock Conversion Inducement and Exchange Agreements with Obsidian Associates, LLC and M2B Funding Corp. (collectively, the “Holders”). Pursuant to the agreements, the Holders were granted a limited right to exchange all of their outstanding shares of the Company’s Series H Convertible Preferred Stock, consisting of 618.75 shares held by Obsidian Associates, LLC and 952.70 shares held by M2B Funding Corp., together with all accrued and unpaid dividends thereon, for shares of the Company’s common stock at an exchange price of $2.70 per share, subject to adjustment to the Nasdaq “Minimum Price,” if applicable.
The inducement right may be exercised during a limited exchange period following the Company’s filing of a Listing of Additional Shares notification with Nasdaq and public disclosure of the transactions. The exchange agreements require each Holder, if it elects to participate, to exchange all of its Series H Preferred Stock held as of the effective date of the applicable agreement.
Upon consummation of an exchange, the applicable Series H Preferred Stock will be cancelled and retired, all accrued dividends with respect thereto will be satisfied, extinguished and cease to accrue, and the Holder will thereafter possess only the rights of a holder of the Company’s common stock with respect to the shares issued in the exchange. The agreements contain a 4.99% beneficial ownership limitation, pursuant to which any shares that would otherwise cause a Holder to exceed such threshold will be held in abeyance until issuance would not result in the limitation being exceeded. The agreements also include a resale limitation restricting dispositions of exchange shares to no more than 5.0% of the average daily trading volume of the Company’s common stock during the preceding ten trading days.
The parties intend that the exchanges qualify for the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. No commissions or other remuneration will be paid in connection with the exchanges.
The foregoing description of the exchange agreements does not purport to be complete and is qualified in its entirety by reference to the forms of Series H Convertible Preferred Stock Conversion Inducement and Exchange Agreements, copies of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth above under Item 1.01 regarding the Series H Conversion Inducement and Exchange Agreements is incorporated herein by reference. Any shares of common stock issued pursuant to the Series H Conversion Inducement and Exchange Agreements will be issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act as securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting the exchange.
Item 9.01 Financial Statements and Exhibits
| (d)Exhibits: |
| Exhibit No. | Description | |
| 10.1 | Series H Convertible Preferred Stock Conversion Inducement and Exchange Agreement, dated October 29, 2026, between the Company and Obsidian Associates, LLC | |
| 10.2 | Series H Convertible Preferred Stock Conversion Inducement and Exchange Agreement, dated October 29, 2026, between the Company and M2B Funding Corp. | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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: | November 5, 2026 | By: | /s/ L. Kevin Kelly | |
| Name: | L. Kevin Kelly | |||
| Title: | Chief Executive Officer | |||