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Cycurion (NASDAQ: CYCU) swaps defaulted notes for convertible debt and Series H preferred

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Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cycurion, Inc. restructured key debt obligations with major noteholders by issuing new convertible notes and Series H preferred stock. About $517,604.40 owed to IQ Financial, $1,326,748.31 plus default amounts to M2B, and approximately $1,083,003.41 plus $947,250 in default charges to Obsidian were exchanged into new convertible promissory notes and Series H Convertible Preferred Stock. The new notes convert to common stock at $1.05 per share, while the Series H preferred converts at $1.45 per share and carries a 12% annual dividend on its stated value, payable quarterly in common stock. Leak-out provisions limit resales to five percent of average daily trading volume, and prior defaults and penalties tied to the exchanged notes were cancelled in full. Cycurion also authorized 3,000 shares of Series H Convertible Preferred Stock with voting, liquidation preference, and protective rights that give holders a say over adverse charter or Series H changes.

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Insights

Cycurion swaps defaulted debt for convertible securities and preferred equity.

Cycurion exchanged several defaulted or distressed notes with IQ Financial, M2B, and Obsidian into new convertible promissory notes and Series H Convertible Preferred Stock. This consolidates obligations and removes prior defaults, penalties, and accrued charges tied to those instruments.

The new notes are convertible at $1.05 per share and the Series H preferred at $1.45, with a 12% dividend on stated value, payable in common stock. Leak-out provisions limiting sales to five percent of average daily volume aim to moderate market impact from conversions and resales.

Authorizing 3,000 Series H shares with voting and protective provisions gives this class influence over future charter changes affecting its rights. Future company filings may clarify how much of the authorized Series H stock becomes issued and how actively holders use their conversion rights.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IQ Financial exchange amount $517,604.40 obligations Principal and accrued interest exchanged June 1, 2026
M2B new note principal $1,326,748.31 note Convertible promissory note issued to M2B June 1, 2026
M2B Series H stated value $952,695.73 stated value 952.7 Series H shares issued for default-related amounts
Obsidian principal exchanged $1,083,003.41 principal Principal and non-default interest exchanged into new note
Obsidian default charges $947,250 default charges Exchanged for 947.25 Series H preferred shares
Common conversion price $1.05/share Conversion price of new convertible promissory notes
Series H conversion floor $1.45/share Minimum conversion price for Series H Preferred
Series H dividend rate 12% per annum Dividend on Series H stated value, payable in common stock
convertible promissory note financial
"was exchanged for a new convertible promissory note, attached as Exhibit 10.2."
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Series H Convertible Preferred Stock financial
"we have authorized 3,000 shares of our Series H Convertible Preferred Stock, par value $0.0001 per share."
leak-out restriction financial
"The agreement similarly includes a leak-out restriction limiting resale to five percent of average daily trading volume."
beneficial ownership limitations financial
"subject to customary beneficial ownership limitations, by dividing the stated value of such shares by the applicable conversion price."
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
liquidation preference financial
"Holders of shares of our Series H Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary, shall be entitled to receive out of the assets..."
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
protective provisions financial
"As long as any shares of Series H Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders ..."
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Understanding 8-K Material Events →
0001868419false12/3100018684192026-05-292026-05-290001868419us-gaap:CommonStockMember2026-05-292026-05-290001868419us-gaap:WarrantMember2026-05-292026-05-29

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): May 29, 2026
Image_1.jpg
Cycurion, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware001-4121486-3720717
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.0001 per shareCYCUThe NASDAQ Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $345.00 per shareCYCUWThe 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 1.01. Entry into a Material Definitive Agreement
On June 1, 2026, Cycurion, Inc. (the “Company”) entered into a series of exchange and restructuring agreements with certain existing noteholders, including IQ Financial, Inc. (“IQ Financial”), Obsidian Associates, LLC (“Obsidian”), and M2B Funding Corp. (“M2B”), pursuant to which the Company restructured outstanding indebtedness through the issuance of new convertible promissory notes and, in certain cases, shares of Series H Convertible Preferred Stock.
On June 1, 2026, the Company entered into an Exchange and Restructuring Agreement with IQ Financial, attached as Exhibit 10.1. Under this agreement, approximately $517,604.40 of outstanding obligations, consisting of principal and accrued interest, was exchanged for a new convertible promissory note, attached as Exhibit 10.2. The prior obligations were cancelled and satisfied in full upon consummation of the exchange, and IQ Financial represented that it is an accredited investor acquiring the securities for investment purposes.
On June 1, 2026, the Company entered into an Exchange Agreement with M2B, attached as Exhibit 10.3. Pursuant to this agreement, the Company exchanged outstanding promissory notes for a new convertible promissory note, attached as Exhibit 10.4, in the principal amount of $1,326,748.31 and issued 952.7 shares of Series H Convertible Preferred Stock with an aggregate stated value of approximately $952,695.73 in satisfaction of default-related amounts. The new note is convertible into common stock at a conversion price of $1.05 per share, and the preferred stock is convertible at $1.45 per share. The agreement similarly includes a leak-out restriction limiting resale to five percent of average daily trading volume. Upon closing, the prior notes were deemed cancelled and satisfied in full.
On June 1, 2026, the Company entered into an Exchange and Restructuring Agreement with Obsidian, attached as Exhibit 10.5. Pursuant to that agreement, approximately $1,083,003.41 of principal and accrued non-default interest owed under certain existing notes was exchanged for a new convertible promissory note issued by the Company, attached as Exhibit 10.6. In addition, default interest, penalties, and other default-related charges totaling approximately $947,250 were exchanged for 947.25 shares of the Company’s Series H Convertible Preferred Stock, with each share having a stated value of $1,000. The preferred stock is convertible into shares of the Company’s common stock at a conversion price of $1.45 per share, while the newly issued note is convertible at $1.05 per share. Upon issuance of these securities, the underlying obligations were deemed cancelled and satisfied in full. The agreement also includes a leak-out provision limiting resale of shares to no more than five percent of the Company’s average daily trading volume.
Collectively, these transactions represent a comprehensive restructuring of the Company’s outstanding indebtedness with such counterparties, resulting in the consolidation of obligations into newly issued convertible instruments and preferred equity, while eliminating prior defaults, penalties, and accrued charges.
The descriptions of the exchange and restructuring agreements and notes referenced herein do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, each of which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The issuance of the convertible promissory notes, the Series H Convertible Preferred Stock issued to M2B and Obsidian, and the shares of common stock issuable upon conversion of such securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on exemptions from registration provided by Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, and, with respect to the exchange transactions, Section 3(a)(9) of the Securities Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series H Convertible Preferred Stock
We have authorized 3,000 shares of our Series H Convertible Preferred Stock, par value $0.0001 per share.
The material attributes of the shares of our Series H Convertible Preferred Stock are:

2

Voting Rights: Holders of shares of our Series H Convertible Preferred Stock shall have voting rights on an as-if-converted-to-Common-Stock basis and as required by law (including without limitation, the Delaware General Corporation Law) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for our Series H Convertible Preferred Stock.
Dividend Rights: Holders of shares of our Series H Convertible Preferred Stock shall be entitled to receive, and we shall pay, dividends on shares of our Series H Convertible Preferred Stock at the rate of twelve percent (12%) per annum of the $0.0001 per-share Stated Value of the Series H Convertible Preferred Stock. The dividends shall be paid payable quarterly in arrears in shares of Common Stock, calculated for each dividend payment on an as-if-converted-to-Common-Stock basis.
Conversion Rights: Shares of our Series H Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of Common Stock, subject to customary beneficial ownership limitations, by dividing the stated value of such shares by the applicable conversion price. The conversion price is based on a fixed floor price of $1.45 per share, representing the minimum price at which such shares may be converted into Common Stock, and is subject to adjustment as provided in the Certificate of Designation.
Liquidation Preference: Holders of shares of our Series H Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary, shall be entitled to receive out of the assets, whether capital or surplus, an amount equal to the stated value, plus any accrued and unpaid dividends thereon, for each share of Series H Convertible Preferred Stock before any distribution or payment shall be made to the holders of Common Stock. If the assets shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series H Convertible Preferred Stock shall be ratably distributed among them. In addition, holders shall be entitled to participate on an as-if-converted basis with holders of Common Stock, and such rights rank pari passu with other series of preferred stock having similar terms.
Protective Provisions: As long as any shares of Series H Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series H Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series H Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for our Series H Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of shares of Series H Convertible Preferred Stock, (c) increase the number of authorized shares of Series H Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
The foregoing summary of the terms, rights and preferences of the Series I Convertible Preferred Stock, filed with the State of Delaware on May 29, 2026, is qualified in its entirety by reference to the text of the Series H Convertible Preferred Stock Certificate of Designation, which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
Exhibit No.Description
3.1
Series H Convertible Preferred Stock Certificate of Designation
10.1
Exchange and Restructuring Agreement with IQ Financial, Inc.
10.2
Convertible Promissory Note issued to IQ Financial
10.3
Exchange Agreement with M2B Funding Corp.
10.4
Convertible Promissory Note issued to M2B Funding Corp.
10.5
Exchange and Restructuring Agreement with Obsidian Associates, LLC
10.6
Convertible Promissory Note issued to Obsidian Associates, LLC
104Inline XBRL for the cover page of this Current Report on Form 8-K
3

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:June 4, 2026By:/s/ L. Kevin Kelly
Name:L. Kevin Kelly
Title:Chief Executive Officer
4

Source: View Original Filing on SEC EDGAR

FAQ

What debt did Cycurion (CYCU) restructure in this 8-K filing?

Cycurion restructured obligations with IQ Financial, M2B, and Obsidian. It exchanged about $517,604.40, $1,326,748.31 plus default amounts, and $1,083,003.41 plus $947,250 of default charges, respectively, into new convertible notes and Series H Convertible Preferred Stock, cancelling the prior notes and related defaults.

What are the key terms of Cycurion’s new convertible promissory notes?

The new convertible promissory notes issued to IQ Financial, M2B, and Obsidian are convertible into Cycurion common stock at a fixed conversion price of $1.05 per share. They arise from exchanges of prior notes and accrued amounts, which were cancelled and deemed satisfied upon issuance.

How does Cycurion’s Series H Convertible Preferred Stock work?

Series H Preferred carries a 12% annual dividend on its stated value, payable quarterly in common stock on an as-converted basis. It converts into common shares by dividing stated value by a conversion price with a fixed floor of $1.45 per share, subject to adjustment and beneficial ownership limits.

How many Series H Convertible Preferred shares did Cycurion issue in these exchanges?

Cycurion issued 952.7 Series H Convertible Preferred shares to M2B, with an aggregate stated value of about $952,695.73, and 947.25 Series H shares to Obsidian for approximately $947,250 of default-related charges. It has authorized 3,000 Series H shares in total under its new designation.

What restrictions apply to resale of Cycurion stock from these restructurings?

The agreements with M2B and Obsidian include leak-out restrictions. These limit resale of Cycurion common stock obtained from conversions to no more than five percent of the company’s average daily trading volume, helping pace potential selling into the market over time.

How were Cycurion’s new securities issued without SEC registration?

Cycurion relied on exemptions from registration under the Securities Act. It used Section 4(a)(2) and Regulation D for private issuances to accredited investors and Section 3(a)(9) for the exchange transactions, which allow certain exchanges of existing securities for new ones from the same issuer.

What rights do Series H Preferred holders have over Cycurion corporate actions?

Series H holders vote on an as-converted basis and have protective rights. Cycurion cannot adversely change Series H powers, amend its charter in ways that hurt Series H rights, or increase authorized Series H shares without majority approval from outstanding Series H holders, giving them meaningful governance influence.

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