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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): October 27, 2025
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, Fourth Floor |
|
|
| 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 $11.50 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 disclosure contained in Item 5.03 below is incorporated by reference into this Item
3.03.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 27, 2025, Cycurion, Inc., a Delaware corporation (the “Company”), announced that the previously announced
one-for-thirty reverse stock split of the Company’s shares of common stock, par value $0.0001 per share (the “Reverse
Stock Split”) took effect with the commencement of business on October 27, 2025.
The
Company effected the Reverse Stock Split by filing the Second Amendment to the Second Amended and Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware. The Company’s shares of common stock began trading on a split-adjusted basis
on The Nasdaq Global Market, when the market opened today, October 27, 2025, under the existing trading symbol “CYCU” and
new CUSIP number 95758L305.
As
a result of the Reverse Stock Split, every thirty of the Company’s issued shares of common stock will be combined into one issued
share of common stock, without any change to the par value per share and without any change in the total number of authorized common
shares. The number of outstanding shares of common stock was reduced from approximately 86,533,435 shares to approximately 2,884,447
shares.
No
fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise held a fraction of a share of common
stock of the Company will receive a cash payment (without interest and subject to withholding taxes, as applicable) in lieu thereof at
a price equal to that fraction of a share to which the stockholder would otherwise be entitled, multiplied by the closing price of the
Company’s shares on The Nasdaq Global Market on the trading day immediately preceding the effective date of the Reverse Stock Split.
Item
8.01 Other Events.
On
October 27, 2025, the Company issued a press release announcing that the Reverse Stock Split took effect with the commencement of business
on October 27, 2025. Additionally, on October 20, 2025, the Company submitted a request to the Nasdaq Hearings Panel (the “Panel”)
to appeal the determination of the Nasdaq Listing Qualification Staff to delist the Company’s securities from The Nasdaq Stock
Market LLC. The Company received written notice from Nasdaq that the hearing with the Panel is scheduled for November 20, 2025. A
copy of the press release is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference. For more information on
the Reverse Stock Split, please see Item 5.03 above.
On
October 27, 2025, the Company issued a letter to shareholders, discussing, among other things, the Reverse Stock Split. A copy of the
press release is attached hereto as Exhibit 99.2 hereto and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated October 27, 2025 |
| 99.2 |
|
Press
Release dated October 28, 2025 |
| 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:
October 28, 2025 |
By: |
/s/
L. Kevin Kelly |
| |
Name:
Title: |
L.
Kevin Kelly
Chief
Executive Officer |
