Cycurion warns Halo, havenX merger may not close

Q: What does Cycurion (CYCU) report about the Halo and havenX merger?

Cycurion reports that closing its acquisitions of Halo Privacy and havenX under a May 7, 2026 Merger Agreement is at risk, because key closing conditions have not been met and the transactions have not been consummated as the Outside Date approaches.

Q: Which closing conditions for the Cycurion (CYCU) Halo and havenX deal remain unsatisfied?

Cycurion states that a Key Employee Agreement is not effective because the employee will not join after closing, and Halo and havenX have not delivered required audited consolidated financial statements, related information, or the Estimated Closing Cash Consideration and supporting calculations.

Q: What is the Outside Date for Cycurion’s (CYCU) Halo and havenX transactions?

The Merger Agreement sets July 31, 2026 as the Outside Date. If the Closing has not occurred by that date, the parties may terminate the Merger Agreement, subject to conditions described in the transaction documents governing the acquisitions.

Q: Why does Cycurion (CYCU) believe the Halo and havenX deals are unlikely to close on time?

Cycurion explains that a Key Employee has given written notice he will not commence employment after closing and that Halo and havenX have not delivered required audited financials or cash consideration calculations, which are material closing conditions tied to the transactions.

Q: What securities of Cycurion (CYCU) are listed on Nasdaq?

Cycurion lists common stock with a par value of $0.0001 per share under the symbol CYCU and redeemable warrants, each exercisable for one share of common stock at an exercise price of $345.00 per share, under the symbol CYCUW on the Nasdaq Stock Market.

Cycurion, Inc. describes challenges to closing its previously agreed acquisitions of Halo Privacy, Inc. and havenX, Inc. under a May 7, 2026 Agreement and Plan of Merger.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cycurion, Inc. describes challenges to closing its previously agreed acquisitions of Halo Privacy, Inc. and havenX, Inc. under a May 7, 2026 Agreement and Plan of Merger. Closing depends on effective Key Employee Agreements, delivery of audited consolidated financial statements and related financial information, and delivery of the Estimated Closing Cash Consideration and supporting calculations.

The companies set July 31, 2026 as the Outside Date, after which the Merger Agreement may be terminated if closing has not occurred. Cycurion reports that a Key Employee has given written notice that he will not commence employment after closing and that Halo and havenX have not provided the required financial statements or cash consideration calculations, making it unlikely the transactions can close by the Outside Date. As of this report, the transactions have not been consummated.

Positive

None.

Negative

Planned Halo and havenX acquisitions face closing risk because key employee agreements and required financial information are unlikely to be completed by the July 31, 2026 Outside Date.

Insights

Analyzing...

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, or exhibit attachments filed with this report.

Key Figures

Common stock par value: $0.0001 per share Warrant exercise price: $345.00 per share Outside Date: July 31, 2026 +1 more

4 metrics

Common stock par value $0.0001 per share Par value of Cycurion common stock listed on Nasdaq

Warrant exercise price $345.00 per share Each redeemable warrant exercisable for one share of common stock

Outside Date July 31, 2026 Deadline after which parties may terminate the Merger Agreement if closing has not occurred

Merger Agreement date May 7, 2026 Date Cycurion entered into Agreement and Plan of Merger with Halo and havenX

Key Terms

Agreement and Plan of Merger, Outside Date, Key Employee Agreements, Estimated Closing Cash Consideration, +1 more

5 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger with Halo and havenX"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Outside Date regulatory

"If the Closing has not occurred by July 31, 2026, on the Outside Date the parties may terminate"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

Key Employee Agreements regulatory

"Closing conditions include the effectiveness of the Key Employee Agreements before completion"

Estimated Closing Cash Consideration financial

"Halo and havenX have not delivered the Estimated Closing Cash Consideration and supporting calculations"

emerging growth company regulatory

"The registrant indicates status as an emerging growth company under Exchange Act rules"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Cycurion (CYCU) report about the Halo and havenX merger?

Cycurion reports that closing its acquisitions of Halo Privacy and havenX under a May 7, 2026 Merger Agreement is at risk, because key closing conditions have not been met and the transactions have not been consummated as the Outside Date approaches.

Which closing conditions for the Cycurion (CYCU) Halo and havenX deal remain unsatisfied?

Cycurion states that a Key Employee Agreement is not effective because the employee will not join after closing, and Halo and havenX have not delivered required audited consolidated financial statements, related information, or the Estimated Closing Cash Consideration and supporting calculations.

What is the Outside Date for Cycurion’s (CYCU) Halo and havenX transactions?

The Merger Agreement sets July 31, 2026 as the Outside Date. If the Closing has not occurred by that date, the parties may terminate the Merger Agreement, subject to conditions described in the transaction documents governing the acquisitions.

Why does Cycurion (CYCU) believe the Halo and havenX deals are unlikely to close on time?

Cycurion explains that a Key Employee has given written notice he will not commence employment after closing and that Halo and havenX have not delivered required audited financials or cash consideration calculations, which are material closing conditions tied to the transactions.

Have Cycurion’s (CYCU) Halo and havenX mergers been terminated?

They have not been reported as terminated. Cycurion states the transactions have not been consummated and notes that the parties may terminate the Merger Agreement if the Closing has not occurred by the July 31, 2026 Outside Date.

What securities of Cycurion (CYCU) are listed on Nasdaq?

Cycurion lists common stock with a par value of $0.0001 per share under the symbol CYCU and redeemable warrants, each exercisable for one share of common stock at an exercise price of $345.00 per share, under the symbol CYCUW on the Nasdaq Stock Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/29/2026 - 12:42 PM Accepted by SEC EDGAR 07/29/2026 - 12:41 PM

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 29, 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		22102
(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
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 ☒

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 8.01 Other Events.

On May 7, 2026, Cycurion, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cycurion Merger Sub-Halo, Inc., Cycurion Merger Sub-havenX, Inc., Halo Privacy, Inc. (“Halo”), havenX, Inc. (“havenX”), and Shareholder Representative Services LLC, as the Company Group Equityholder Representative. The Merger Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 26, 2026, and a copy of the Merger Agreement was filed as Exhibit 2.1 thereto. Unless otherwise defined herein, capitalized terms used in this Current Report on Form 8-K shall have the meanings ascribed to such terms in the Merger Agreement.

The closing of the transactions contemplated by the Merger Agreement (the “Transactions”) is subject to the satisfaction or waiver of certain closing conditions by the Closing Date as set forth in Article III of the Merger Agreement, including the effectiveness of the Key Employee Agreements, the delivery by Halo and havenX of specified closing deliverables, and the fulfillment of other conditions precedent. If the Closing of the Transactions has not occurred by July 31, 2026 (the “Outside Date”), the parties may terminate the Merger Agreement subject to certain conditions.

As of the date hereof, it is unlikely that Halo and havenX can satisfy a material closing condition by the Outside Date, which requires the Key Employee Agreements to be fully effective prior to closing, because a Key Employee has provided written notice that he will not commence employment with the Company following the closing of the Transactions. In addition, Halo and havenX have still failed to deliver the required audited consolidated financial statements and related financial information, and the Estimated Closing Cash Consideration and supporting calculations, which are closing conditions under the Merger Agreement.

Despite the passage of time and the Company’s efforts to advance the Transactions toward closing, as of the date hereof, Halo and havenX have not delivered the foregoing items in advance of the Outside Date and the Transactions have not been consummated.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description
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:	July 29, 2026	By:	/s/ L. Kevin Kelly
		Name:	L. Kevin Kelly
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents