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Cycurion (NASDAQ: CYCU) sets 1-for-8 reverse split for Aug. 28

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cycurion, Inc. (CYCU) approved and implemented a reverse stock split of its common stock at a 1-for-8 ratio. The reverse split becomes effective with the commencement of business on August 28, 2026, when CYCU shares begin trading on a split-adjusted basis on the Nasdaq Global Market under the same ticker.

Every eight issued and outstanding common shares will be combined into one share, keeping the $0.0001 par value and the total authorized share count unchanged. Issued and outstanding shares will decrease from approximately 25,840,335 to approximately 3,230,041. The move is intended to help maintain compliance with Nasdaq’s minimum bid price requirement. No fractional shares will be issued; instead, eligible holders receive a cash payment based on the prior trading day’s closing price, and all equity-based awards and convertible securities will be adjusted proportionately.

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Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Reverse stock split ratio 1-for-8 Ratio at which issued and outstanding common shares are being combined
Issued and outstanding common shares before reverse split 25,840,335 shares Common stock issued and outstanding prior to the 1-for-8 reverse stock split
Issued and outstanding common shares after reverse split 3,230,041 shares Common stock issued and outstanding following the 1-for-8 reverse stock split
Reverse stock split effective date August 28, 2026 Date reverse stock split becomes effective and split-adjusted trading begins
Common stock par value $0.0001 per share Par value of Cycurion common stock, unchanged by the reverse stock split
Redeemable warrant exercise price $345.00 per share Exercise price per share for redeemable warrants, each exercisable for one share of common stock
New common stock CUSIP 95758L404 CUSIP assigned to Cycurion common stock in connection with the reverse stock split
reverse stock split financial
"filed a fourth amendment ... to implement a reverse stock split of the Company’s issued"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
minimum bid price requirement financial
"intended to, among other things, assist the Company in maintaining compliance with the minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
fractional shares financial
"No fractional shares will be issued in connection with the Reverse Stock Split."
Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.
equity-based awards financial
"Proportionate adjustments will be made to all outstanding equity-based awards and securities, including warrants"
Equity-based awards are pay given to employees or directors in the form of company stock or rights to obtain stock, such as stock options or restricted stock units. Like giving people slices of a pie instead of extra cash, these awards align staff incentives with company performance but can increase the number of shares outstanding, potentially diluting existing owners and affecting per-share metrics that investors watch.
convertible securities financial
"equity-based awards and securities, including warrants, stock options, restricted stock awards, and convertible securities"
Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.
Nasdaq Global Market financial
"trading on a split-adjusted basis on The Nasdaq Global Market at the market open"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

FAQ

What reverse stock split did Cycurion, Inc. (CYCU) approve?

Cycurion approved a 1-for-8 reverse stock split of its common stock. Every eight issued and outstanding shares will be combined into one share, with no change to par value or the total number of authorized common shares.

When does the CYCU reverse stock split take effect and trading become split-adjusted?

The reverse stock split becomes effective with the commencement of business on August 28, 2026, and Cycurion’s common stock will begin trading on a split-adjusted basis on the Nasdaq Global Market at the market open that same day under the symbol CYCU.

How will Cycurion’s (CYCU) shares outstanding change after the reverse split?

Issued and outstanding common shares will be reduced from approximately 25,840,335 to approximately 3,230,041 shares after the 1-for-8 reverse stock split. The company states stockholders’ percentage ownership will be unchanged, aside from minor effects from fractional-share cash-outs.

: How is Cycurion handling fractional shares in the reverse stock split?

Cycurion will not issue fractional shares. Stockholders otherwise entitled to a fraction will receive cash in lieu, calculated as the fractional share amount multiplied by the closing price of CYCU common stock on Nasdaq on the trading day immediately before the effective time.

Why is Cycurion (CYCU) conducting a reverse stock split?

Cycurion states the reverse stock split is intended, among other things, to assist in maintaining compliance with Nasdaq’s minimum bid price requirement for continued listing on The Nasdaq Global Market.

What happens to CYCU warrants, options, and other equity awards after the reverse split?

Cycurion will make proportionate adjustments to all outstanding equity-based awards and securities, including warrants, stock options, restricted stock awards, and convertible securities, adjusting both the number of shares issuable and applicable exercise or conversion prices.

What is the new CUSIP for Cycurion (CYCU) common stock after the reverse split?

Following the reverse stock split, Cycurion’s common stock will have a new CUSIP number 95758L404, while continuing to trade on The Nasdaq Global Market under the ticker symbol CYCU.

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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

 

 

 

Filing Exhibits & Attachments

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