Cycurion (Nasdaq: CYCU) secures $4.5M in cash through warrant inducement deal

Q: How much cash did Cycurion (CYCU) raise from the warrant inducement deal?

Cycurion raised aggregate gross proceeds of approximately $4.5 million from the immediate cash exercise of 3,341,439 existing warrants. Net proceeds will be reduced by advisory fees, a 6.0% cash fee to A.G.P., an extra $200,000 , and reimbursed legal expenses.

Q: What are the key terms of the New Warrants issued by Cycurion (CYCU)?

Cycurion issued New Warrants to purchase up to 5,012,159 shares at $1.65 per share. They become exercisable after required stockholder approval, expire five years after that approval, and include anti-dilution adjustments, cashless exercise rights, and 4.99% / 9.99% beneficial ownership limits.

Q: What registration and resale rights are tied to Cycurion (CYCU) New Warrants?

Cycurion agreed to file a resale registration statement for shares issuable upon exercise of the New Warrants within 90 days after July 30, 2026 and to use commercially reasonable efforts to make it effective. Shares from the exercised Existing Warrants are already eligible for resale by the holder.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cycurion, Inc. entered into and closed a warrant inducement transaction in which an existing holder exercised warrants issued in December 2025 to purchase 3,341,439 shares of common stock. For this exercise, Cycurion reduced the warrant exercise price from $3.62 to $1.35 per share, generating aggregate gross cash proceeds of approximately $4.5 million before fees and expenses.

As consideration for the immediate exercise, Cycurion issued new unregistered warrants to the holder to purchase up to 5,012,159 shares of common stock, equal to 150% of the exercised shares. These New Warrants have an exercise price of $1.65 per share, become exercisable upon required stockholder approval under Nasdaq rules, and expire five years after such approval. They include anti-dilution adjustments, cashless exercise features, and beneficial ownership limits of 4.99%, which can be increased to 9.99% on notice.

Cycurion agreed to file a registration statement within 90 calendar days following July 30, 2026 to cover resale of shares issuable upon exercise of the New Warrants. The company intends to use net proceeds for working capital and general corporate purposes. A.G.P./Alliance Global Partners acted as exclusive financial advisor, earning a 6.0% cash fee on gross proceeds, an additional $200,000 fee, and up to $45,000 in reimbursed legal expenses.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

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 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.

Key Figures

Existing Warrants exercised: 3,341,439 shares Reduced exercise price: $1.35 per share Original exercise price: $3.62 per share +5 more

8 metrics

Existing Warrants exercised 3,341,439 shares Aggregate shares of common stock underlying Existing Warrants exercised for cash

Reduced exercise price $1.35 per share Exercise price of Existing Warrants under Inducement Agreement, reduced from $3.62

Original exercise price $3.62 per share Prior exercise price of Existing Warrants before inducement

Gross proceeds approximately $4.5 million Aggregate gross proceeds expected from cash exercise of Existing Warrants

New Warrants issued 5,012,159 shares Shares of common stock underlying New Warrants, 150% of exercised Existing Warrants

New Warrants exercise price $1.65 per share Exercise price of New Warrants issued in private placement

Advisor cash fee rate 6.0% of aggregate gross proceeds Cash fee payable to A.G.P./Alliance Global Partners

Additional advisory fee $200,000 Extra fee to A.G.P. for prior financial advisory services

Key Terms

warrant inducement agreement, beneficial ownership limitations, cashless exercise, Section 4(a)(2), +2 more

6 terms

warrant inducement agreement financial

"entered into a warrant inducement agreement (the “Inducement Agreement”)"

A warrant inducement agreement is a contract in which a company offers warrants—rights to buy shares at a set price—to a person or group as a sweetener to secure their support, service, or approval for a transaction or role. Investors care because these warrants can increase the total number of shares if exercised, diluting existing ownership and potentially changing the company’s valuation and control dynamics; think of it as paying someone with future stock-buying tickets to get them on board.

beneficial ownership limitations financial

"beneficial ownership limitations of 4.99% (subject to increase to 9.99%)"

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.

cashless exercise financial

"The New Warrants contain customary anti-dilution adjustments, cashless exercise provisions"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

Section 4(a)(2) regulatory

"in reliance upon the exemption from registration afforded by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

at-the-market financial

"warrant inducement transaction for $4.5 Million in Gross Proceeds Priced At-the-Market"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 08/03/2026 - 05:15 PM Accepted by SEC EDGAR 08/03/2026 - 05:14 PM

FAQ

What warrant inducement transaction did Cycurion (CYCU) complete on August 3, 2026?

Cycurion completed a warrant inducement in which an existing holder exercised 3,341,439 existing warrants at $1.35 per share, providing about $4.5 million in gross proceeds. In return, the investor received new unregistered warrants for additional Cycurion shares.

How much cash did Cycurion (CYCU) raise from the warrant inducement deal?

Cycurion raised aggregate gross proceeds of approximately $4.5 million from the immediate cash exercise of 3,341,439 existing warrants. Net proceeds will be reduced by advisory fees, a 6.0% cash fee to A.G.P., an extra $200,000, and reimbursed legal expenses.

What are the key terms of the New Warrants issued by Cycurion (CYCU)?

Cycurion issued New Warrants to purchase up to 5,012,159 shares at $1.65 per share. They become exercisable after required stockholder approval, expire five years after that approval, and include anti-dilution adjustments, cashless exercise rights, and 4.99%/9.99% beneficial ownership limits.

How will Cycurion (CYCU) use the proceeds from the warrant inducement transaction?

Cycurion intends to use the net proceeds from the approximately $4.5 million warrant inducement transaction for working capital and other general corporate purposes. Gross proceeds will be reduced by financial advisory fees and related legal and advisory costs described in the agreements.

What registration and resale rights are tied to Cycurion (CYCU) New Warrants?

Cycurion agreed to file a resale registration statement for shares issuable upon exercise of the New Warrants within 90 days after July 30, 2026 and to use commercially reasonable efforts to make it effective. Shares from the exercised Existing Warrants are already eligible for resale by the holder.

What fees is Cycurion (CYCU) paying A.G.P./Alliance Global Partners in this deal?

Under a Financial Advisory Agreement, Cycurion will pay A.G.P. a cash fee equal to 6.0% of aggregate gross proceeds from the inducement, an additional $200,000 for prior advisory services, and reimbursement of certain legal expenses up to $45,000.

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 3, 2026 ( July 30, 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 1.01 Entry into a Material Definitive Agreement.

On July 30, 2026, Cycurion, Inc. (the “Company”) entered into a warrant inducement agreement (the “Inducement Agreement”) with a holder (the “Holder”), pursuant to which the Holder agreed to exercise for cash certain existing warrants issued on December 5, 2025 (the “Existing Warrants”) to purchase an aggregate of 3,341,439 shares of the Company’s common stock.

Pursuant to the Inducement Agreement, the Company agreed to reduce the exercise price of the Existing Warrants from $3.62 per share to $1.35 per share solely with respect to the exercise contemplated by the Inducement Agreement. Upon exercise of the Existing Warrants, the Company expects to receive aggregate gross proceeds of approximately $4.5 million before payment of financial advisory fees and other offering expenses.

As consideration for the immediate exercise of the Existing Warrants, the Company agreed to issue to the Holder in a private placement new unregistered warrants (the “New Warrants”) to purchase up to 5,012,159 shares of the Company’s common stock, representing 150% of the number of shares underlying the exercised Existing Warrants.

The New Warrants will have an exercise price of $1.65 per share, will become exercisable upon receipt of stockholder approval as may be required under applicable Nasdaq rules, and will expire on the fifth anniversary of the date such stockholder approval is obtained. The New Warrants contain customary anti-dilution adjustments, cashless exercise provisions and beneficial ownership limitations of 4.99% (subject to increase to 9.99% upon notice by the holder).

The Company agreed to file a registration statement covering the resale of the shares issuable upon exercise of the New Warrants within 90 calendar days following July 30, 2026, and to use commercially reasonable efforts to cause such registration statement to become effective within specified periods set forth in the Inducement Agreement. The shares of common stock issued upon exercise of the Existing Warrants are eligible for resale by the Holder pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

The closing of the transaction took place on August 3, 2026.

The foregoing description of the Inducement Agreement and the New Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Agreement and New Warrant, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

In connection with the transaction, the Company entered into a Financial Advisory Agreement with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which A.G.P. acted as exclusive financial advisor. Under the Financial Advisory Agreement, the Company agreed to pay A.G.P. a cash fee equal to 6.0% of the aggregate gross proceeds raised in the transaction and an additional fee of $200,000 relating to prior financial advisory services, together with reimbursement of certain legal expenses up to $45,000.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The New Warrants and the shares of common stock issuable upon exercise thereof have not been registered under the Securities Act, and are being offered and sold in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Holder represented that it is an accredited investor and acquired the New Warrants for investment purposes and not with a view toward distribution.

Item 8.01 Other Events.

On July 31, 2026, the Company issued a press release announcing the warrant inducement transaction described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description
4.1		Common Stock Purchase Warrant
10.1		Warrant Inducement Agreement, dated July 30, 2026, by and between Cycurion, Inc. and the Holder.
99.1		Press Release dated July 31, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 3, 2026	By:	/s/ L. Kevin Kelly
	Name:	L. Kevin Kelly
	Title:	Chief Executive Officer

Exhibit 99.1

Cycurion Announces a Warrant Inducement Transaction for $4.5 Million in Gross Proceeds Priced At-the-Market Under Nasdaq Rules

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

Press Releases

EX-99.1 EX-99.1 14.3 KB

Agreements & Contracts

EX-10.1 EX-10.1 201.8 KB