[8-K] Cycurion, Inc. Reports Material Event
Filing Explained
If closed, the warrant deal would add $4.5 million gross cash but create potential dilution after shareholder approval.
This Form 8-K reports two material events: a 10-year contract award valued at approximately
If it closes, exercise of the existing warrants would provide approximately
At
The named milestones are the expected
Sources and calculations
- Cycurion Form 8-K and Exhibits 99.1–99.2 (2026-07-31)
- Form 8-K purpose (undated)
- Dilution (undated)
- Private placement / PIPE (undated)
- Cycurion first-quarter 2026 fundamentals (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $2,028,718 / ($2,889,834 / 90) = [object Object]
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 30, 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 30, 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.
On July 31, 2026, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.2 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 30, 2026 | |||||||
| 99.2 | Press Release dated July 31, 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 31, 2026 | By: | /s/ L. Kevin Kelly | |||||||||||
| Name: | L. Kevin Kelly | |||||||||||||
| Title: | Chief Executive Officer | |||||||||||||
3
Exhibit 99.1
Cycurion Lands Largest Contract in Company History: $54.6 Million 10-Year Award with Top-5 Global Consulting Firm
July 30, 2026
MCLEAN, Va., July 30, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity and AI-driven solutions, today announced a major 10-year contract award secured through a partnership with a top-5 global consulting firm — one of the most significant contracts in the Company’s history. The agreement supports the modernization and secure operation of a major Health and Human Services System for a state government agency.
The contract carries a total value of approximately $54.6 million, with expected annual revenue exceeding $5 million. Work is scheduled to commence in November 2026.
The award reinforces Cycurion's strategy of focusing its revenue mix on higher-margin, long-term government engagements, and adds a decade-long, recurring-revenue anchor to the Company's public sector portfolio. Beyond its direct value, the engagement establishes a foundation for Cycurion to pursue additional opportunities — both within the state's broader health and human services modernization efforts and through its expanding relationship with its consulting partner.
"This contract will play a major role in Cycurion’s progression and expansion and reflects confidence in our ability to deliver secure, mission-critical solutions at scale," said L. Kevin Kelly, Chairman and CEO of Cycurion. "It strengthens our position in the SLED sector, builds on the financial inflection points we've reported this year, and extends our track record of translating strategic partnerships into durable, high-margin revenue. Just as importantly, this engagement opens the door to further opportunities with this agency and this partner as we continue to grow our public sector footprint. We're proud to support essential health and human services infrastructure relied upon by millions of residents, while continuing to deliver for our shareholders."
This award is the latest step in focusing on a higher-margin, shareholder-focused business. In its first-quarter 2026 results, the Company reported gross margin expansion to 21.1%, up from 17.5% in the first-quarter of last year, driven by the planned wind-down of lower-margin legacy contracts and a deliberate shift toward higher-margin, recurring public sector work. Together with an organizational realignment expected to deliver more than $2.2 million in annual savings, these efforts helped narrow net loss to $2.1 million in the first quarter of 2026 from $5.1 million in the prior quarter. Contracts like this one, alongside recent acquisitions including Secuvant, reflect Cycurion's continued discipline in prioritizing higher-margin, recurring revenue opportunities in service of long-term shareholder value.
The engagement will draw on Cycurion's experience modernizing secure government systems. This capability set has grown with Cycurion's recent acquisition of Secuvant, LLC, completed on June 2, 2026, which added the Panoptic threat and vulnerability visibility platform and Cyber7 framework to Cycurion's technology stack. The addition strengthens Cycurion's continuous monitoring, risk prioritization, and managed detection and response capabilities across its public sector portfolio, complementing its existing ARx cybersecurity platform.
Cycurion also continues aggressively to pursue its ongoing investigation into potential market manipulation of its stock. Since issuing litigation hold letters to market makers and securities firms in April 2026 in connection with its litigation against ACCESS Newswire Inc. and related parties, the Company has continued to advance the matter. The Company will not sit idly by while others attempt to harm Cycurion and its shareholders. The Company remains committed to holding accountable any party found to have engaged in improper trading activity in its securities.
This award builds on Cycurion's recent string of public sector wins and reflects the Company's continued integration of its strategic acquisitions into a differentiated, full-spectrum public sector technology platform.
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 total contract value and expected annual revenue associated with the contract award; the anticipated commencement of work under the contract; the Company’s ability to perform under the contract and to realize its anticipated benefits; 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, risks related to customer performance and satisfaction, contract modifications, and delays; 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
Exhibit 99.2
Cycurion Announces a Warrant Inducement Transaction for $4.5 Million in Gross Proceeds Priced At-the-Market Under Nasdaq Rules
July 31, 2026
MCLEAN, Va., July 31, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (Nasdaq: CYCU) ("Cycurion" or the "Company"), a trusted leader in IT cybersecurity and AI-driven solutions, today announced its entry into a warrant inducement agreement with an existing institutional investor of the Company for the immediate exercise of warrants to purchase up to 3,341,439 of the Company’s common stock (the “Existing Warrants”) at an exercise price of $1.35 per share for gross cash proceeds of approximately $4.5 million, before deducting fees and other transaction expenses. The Company intends to use the net proceeds from the warrant inducement transaction for working capital and other general corporate purposes.
A.G.P./Alliance Global Partners is acting as the exclusive financial advisor in this warrant inducement transaction.
In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive in a private placement new unregistered warrants to purchase up to 5,012,159 of the Company’s common stock (the “New Warrants”), representing 150% of the number of shares of common stock underlying the Existing Warrants exercised in the transaction. The New Warrants will have an exercise price of $1.65 per share, will be initially exercisable upon shareholder approval, and will expire five (5) years from the date shareholder approval is obtained. The closing of the warrant inducement transaction is expected to occur on or about August 3, 2026, subject to satisfaction of customary closing conditions.
The shares of common stock underlying the Existing Warrants are eligible to be resold pursuant to Rule 144 of the of Securities Act of 1933, as amended (the “Securities Act”). The private placement of the New Warrants and the shares underlying the New Warrants offered to the institutional investor will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares of common stock issuable upon exercise of the New Warrants.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in this warrant inducement transaction, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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 expected closing of the warrant inducement transaction, the satisfaction of closing conditions, the receipt and use of proceeds, shareholder approval of the New Warrants, the future exercise of the New Warrants and the Company’s business and growth strategy; 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, risks related to customer performance and satisfaction, contract modifications, and delays; 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