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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): August 28, 2026 (August 26, 2026)
CYCURION,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-41214 |
|
86-3720717 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 1640
Boro Place, Suite 420C |
|
|
| McLean,
Virginia |
|
22102 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (310) 740-0710
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 LLC |
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
3.03 Material Modifications to the Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 27, 2026, Cycurion, Inc., a Delaware corporation (the “Company”), filed a fourth amendment (the “Amendment”)
to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to implement a reverse
stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio of 1-for-8
(the “Reverse Stock Split”). The Reverse Stock Split will become effective with the commencement of business on August 28,
2026 (the “Effective Time”).
The
Company’s common stock will begin trading on a split-adjusted basis on The Nasdaq Global Market at the market open on August 28,
2026, under the existing trading symbol “CYCU.” A new CUSIP number, 95758L404, will be assigned to the Company’s common
stock in connection with the Reverse Stock Split.
On
August 13, 2026, the Company’s board of directors approved the implementation of the Reverse Stock Split. At the Company’s
2026 annual general meeting of stockholders held on July 23, 2026, the Company’s stockholders approved a proposal to effect one
or more reverse stock splits at a ratio ranging from 3:1 to 75:1, inclusive, with an aggregate ratio not to exceed 250:1, as described
in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 30, 2026, as amended.
Such stockholder approval became effective on July 23, 2026.
The
Reverse Stock Split is intended to, among other things, assist the Company in maintaining compliance with the minimum bid price requirement
for continued listing on The Nasdaq Global Market.
At
the Effective Time, every eight shares of the Company’s common stock then issued and outstanding will be combined into one share
of common stock, without any change to the par value per share and without any change in the total number of authorized shares of common
stock. The number of issued and outstanding shares of common stock will be reduced from approximately 25,840,335 shares to approximately
3,230,041 shares. The Reverse Stock Split will not affect any stockholder’s percentage ownership interest in the Company, except
for minor changes that may result from the treatment of fractional shares.
No
fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive
a fractional share will receive a cash payment (without interest and subject to applicable withholding taxes) equal to the fractional
share interest multiplied by the closing price of the Company’s common stock on The Nasdaq Global Market on the trading day immediately
preceding the Effective Time.
Stockholders
holding share certificates will receive instructions from Equiniti Trust Company, LLC, the Company’s transfer agent, regarding
the exchange of shares. Stockholders who hold their shares in brokerage accounts or in “street name” will have their positions
automatically adjusted to reflect the Reverse Stock Split and will not be required to take any action.
Proportionate
adjustments will be made to all outstanding equity-based awards and securities, including warrants, stock options, restricted stock awards,
and convertible securities, to reflect the Reverse Stock Split, including adjustments to the number of shares issuable and/or the applicable
exercise or conversion prices, as appropriate.
The
foregoing description of the Amendment and the Reverse Stock Split does not purport to be complete and is qualified in its entirety by
reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
7.01 Regulation FD Disclosure.
On
August 26, 2026, the Company issued a press release announcing that the Reverse Stock Split will take effect and that the Company’s
common stock will begin trading on a split-adjusted basis on The Nasdaq Global Market at the market open on August 28, 2026.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such a filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 3.1 |
|
Fourth Amendment to Second Amended and Restated Certificate of Incorporation of Cycurion, Inc. |
| 99.1 |
|
Press Release dated August 26, 2026 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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:
August 28, 2026 |
By: |
/s/
L. Kevin Kelly |
| |
Name:
Title: |
L.
Kevin Kelly
Chief
Executive Officer |
Exhibit
99.1
Cycurion,
Inc. Announces Reverse Stock Split Effective August 28, 2026
McLean,
VA – August 26, 2026 – Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leading
cybersecurity solutions provider, announced today that it will effect a reverse stock split of its common stock at a ratio of one-for-eight
(the “Reverse Stock Split”). The Reverse Stock Split will become effective at August 28, 2026, and the Company’s common
stock will begin trading on a split-adjusted basis on The Nasdaq Global Market at the market open on August 28, 2026, under the existing
trading symbol “CYCU.” A new CUSIP number, 95758L404, has been assigned to the Company’s common stock in connection
with the Reverse Stock Split.
On
August 13, 2026, the Company’s board of directors approved the implementation of the Reverse Stock Split. At the Company’s
2026 annual general meeting of stockholders held on July 23, 2026, the Company’s stockholders approved a proposal to effect one
or more reverse stock splits at a ratio ranging from 3:1 to 75:1, inclusive, with an aggregate ratio not to exceed 250:1, as described
in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 30, 2026, as amended.
Such stockholder approval became effective on July 23, 2026.
The
Reverse Stock Split is intended to, among other things, assist the Company in maintaining compliance with the minimum bid price requirement
for continued listing on The Nasdaq Global Market.
When
the Reverse Stock Split becomes effective, every eight shares of the Company’s common stock then issued and outstanding will be
combined into one share of common stock, without any change to the par value per share and without any change in the total number of
authorized shares of common stock. The number of issued and outstanding shares of common stock will be reduced from approximately 25,840,335
shares to approximately 3,230,041 shares. The Reverse Stock Split will not affect any stockholder’s percentage ownership interest
in the Company, except for minor changes that may result from the treatment of fractional shares.
No
fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive
a fractional share will receive a cash payment (without interest and subject to applicable withholding taxes) equal to the fractional
share interest multiplied by the closing price of the Company’s common stock on The Nasdaq Global Market on the trading day immediately
preceding the effective date of the Reverse Stock Split.
Stockholders
holding share certificates will receive instructions from Equiniti Trust Company, LLC, the Company’s transfer agent, regarding
the exchange of shares. Stockholders who hold their shares in brokerage accounts or in “street name” will have their positions
automatically adjusted to reflect the Reverse Stock Split and will not be required to take any action.
Proportionate
adjustments will be made to all outstanding equity-based awards and securities, including warrants, stock options, restricted stock awards,
and convertible securities, to reflect the Reverse Stock Split. These adjustments will affect the number of shares issuable and/or the
applicable exercise or conversion prices, as appropriate.
Additional
information about the Reverse Stock Split can be found in the Company’s definitive proxy statement furnished to the SEC on June
30, 2026, a copy of which is available at www.sec.gov.
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, Cloudburst Security, 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. 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, 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