Cycurion (NASDAQ: CYCU) buys Secuvant in $2.875M cyber security merger
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cycurion, Inc. entered a merger agreement to acquire Secuvant, LLC in a reverse merger, with Secuvant becoming a wholly owned subsidiary. The total base consideration is approximately $2,875,000, consisting of $875,000 in cash installments and 888,888 shares of Series I Convertible Preferred Stock valued at about $2.0 million, issued over time and subject to vesting tied to stock price and volume performance, with unvested shares forfeiting after January 15, 2034.
Secuvant equityholders may also receive three years of contingent earn-outs from 2026–2028, including guaranteed annual payments of $100,000 plus performance-based amounts tied to gross profit from specific Panoptic-related revenues, subject to revenue and margin thresholds and paid 50% in cash and 50% in Cycurion common stock. The company expects the acquisition to contribute approximately $3 million in annualized revenue and about $1.5 million in EBITDA for fiscal year 2026, enhancing Cycurion’s AI-driven cybersecurity, managed detection and response, and threat management capabilities.
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Insights
Cycurion structures a small, performance-tied cyber acquisition with earn-outs.
Cycurion is acquiring Secuvant for about $2.875M in base consideration plus a three-year earn-out from 2026–2028. The mix of cash, preferred stock and contingent payments keeps upfront cash outlay modest while tying much of the value to future performance.
The equity component uses 888,888 shares of Series I Convertible Preferred Stock, valued at about $2.0M, vesting only if stock price and trading volume targets are met before January 15, 2034. Performance-based earn-outs depend on gross profit thresholds and minimum gross margins, which may align seller incentives with profitable Panoptic-related growth.
The press release notes expected annualized contributions of about $3M revenue and $1.5M EBITDA in fiscal 2026, but actual impact will depend on closing and integration under the Merger Agreement’s customary conditions, including regulatory approvals and continued Nasdaq listing.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 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 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
Total base consideration: $2,875,000
Cash consideration: $875,000
Preferred shares issued: 888,888 shares
+5 more
8 metrics
Total base consideration
$2,875,000
Aggregate merger consideration for Secuvant
Cash consideration
$875,000
Cash portion paid in three post-closing installments
Preferred shares issued
888,888 shares
Series I Convertible Preferred Stock valued at about $2.0M
Guaranteed annual earn-out
$100,000 per year
Guaranteed earn-out from 2026 through 2028
Expected revenue contribution
$3 million
Annualized revenue expected for fiscal year 2026
Expected EBITDA contribution
$1.5 million
EBITDA expected for fiscal year 2026
Unvested equity forfeiture date
January 15, 2034
Deadline for vesting of Series I Preferred Stock
Performance share of excess
70% / 78% / 87%
Seller share of excess performance for 2026, 2027, 2028
Key Terms
reverse merger, Series I Convertible Preferred Stock, earn-out payments, working capital adjustment, +2 more
6 terms
reverse merger financial
"Merger Sub will merge with and into the Target in a reverse merger transaction"
A reverse merger is when a private company becomes publicly traded by combining with an already listed public shell company, allowing the private business to gain a stock market listing without going through a traditional IPO. Investors care because this shortcut can be faster and cheaper than an IPO but often comes with less regulatory vetting and market visibility, so it can mean higher uncertainty about valuation, financial transparency, and future liquidity.
Series I Convertible Preferred Stock financial
"the Company will issue 888,888 shares of Series I Convertible Preferred Stock"
earn-out payments financial
"Target equityholders are entitled to contingent earn-out payments over a three-year period"
Earn-out payments are extra sums promised to the seller of a business that are paid later only if the company meets agreed performance targets, such as revenue or profit levels. They matter to investors because they shift some acquisition risk from the buyer to the seller, affect future cash flow and reported purchase price, and can change how much value is ultimately paid for an acquisition—think of it like a performance bonus tied to how well the bought business performs.
working capital adjustment financial
"The cash portion is subject to a working capital adjustment"
Registration Rights Agreement regulatory
"the parties will enter into a Registration Rights Agreement and related lock-up"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
lock-up and leak-out financial
"subject to a Lock-Up Agreement... Upon expiration of the lock-up periods, holders remain subject to a Leak-Out Agreement"
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 21, 2026
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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.
Merger Agreement
On May 21, 2026 (the “Execution Date”), Cycurion, Inc. (the “Company” or “Purchaser”) entered into that certain merger agreement (the “Merger Agreement”) with Cycurion Merger Sub, LLC, a wholly owned subsidiary (“Merger Sub”), and Secuvant, LLC (the “Target”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Merger Agreement.
Pursuant to the Merger Agreement, Merger Sub will merge with and into the Target in a reverse merger transaction, with the Target surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the merger, all of the Target’s equity interests will be cancelled and converted into the right to receive the Merger Consideration (as defined below). The surviving entity will succeed to all of the Target’s assets, liabilities, rights, and obligations by operation of law and continue its business as a subsidiary of the Company.
Merger Consideration
The aggregate consideration for the Merger is approximately $2,875,000, comprised of both cash and equity components (the “Merger Consideration”).
Cash Consideration
The Company will pay $875,000 in cash in structured installments: (i) $350,000 at the closing of the Merger (the “Closing”); (ii) $300,000 60 days following Closing; and (iii) $225,000 120 days following Closing.
The cash portion is subject to a working capital adjustment, which may increase or decrease the final amount payable based on the Target’s closing working capital relative to a negotiated target. This adjustment is settled solely in cash.
Equity Consideration
In addition to cash, the Company will issue 888,888 shares of Series I Convertible Preferred Stock, representing $2.0 million in value.
The shares are issued in five tranches over time rather than in full at Closing, with each tranche subject to vesting conditions tied to specified stock price and trading volume thresholds. Vesting may accelerate upon the occurrence of certain events, such as a change of control or the achievement of defined stock price performance metrics. Any shares that do not vest by January 15, 2034 will be forfeited. This structure is designed to align the Target equityholders’ incentives with the long-term performance and market success of the Company.
Earn-Out
In addition to base consideration, Target equityholders are entitled to contingent earn-out payments over a three-year period from 2026 to 2028.
Guaranteed Earn-Out The guaranteed earn-out consists of fixed payments of $100,000 per year, payable in cash regardless of the Target’s post- Closing performance. Each annual payment is due within 60 days following the end of the applicable year. These payments are generally not subject to offset, clawback or forfeiture, except in limited circumstances such as fraud or similar misconduct.
Performance-Based Earn-Out In addition to the guaranteed payments, the Target equityholders are eligible to receive performance-based earn-out payments tied to the Target’s financial performance following Closing. These payments are based on gross profit derived from qualifying revenue streams, primarily related to new Panoptic product revenues. Payments are only triggered once specified annual thresholds are exceeded (e.g., $200,000 for 2026, $1,000,000 for 2027 and $2,000,000 for 2028). Above these thresholds, sellers are entitled to a percentage of the excess performance, equal to 70% for 2026, 78% for 2027 and 87% for 2028. Eligibility for these payments is also subject to achieving minimum gross margin levels 55% for 2026, 65% for 2027 and 65% for 2028.
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Payment Structure Any performance-based earn-out payments that are earned will be made in a combination of cash and equity, with 50% paid in cash and the remaining 50% paid in shares of the Company’s common stock. This blended structure further aligns the interests of the sellers with the long-term value of the Company.
Closing Conditions The Closing of the Merger is subject to customary conditions, including mutual conditions applicable to all parties, as well as specific conditions and deliverables required of the Company and the Target.
Mutual Closing Conditions The obligations of each party to consummate the Merger are subject to the satisfaction or waiver of certain mutual conditions, including the receipt of all required governmental and regulatory approvals, the absence of any applicable law, injunction or order that would prohibit or restrict the transaction and the continued listing of the Company’s common stock on Nasdaq, including satisfaction of all applicable listing requirements.
Company Closing Conditions The Company’s obligation to close is further conditioned on (i) the accuracy of the Target’s representations and warranties as of the Closing date, (ii) the Target having complied in all material respects with its covenants and obligations under the Merger Agreement, and (iii) the absence of any material adverse effect affecting the Target. In addition, the Company must receive customary Closing documentation, including officer certificates, resolutions, and other standard deliverables.
Target Closing Deliverables At or prior to Closing, the Target is required to deliver several key items, including any necessary third-party consents, financial statements prepared in accordance with the agreed standards, payoff letters evidencing the repayment of outstanding indebtedness and the release of any related liens, and, where applicable, resignations of directors and officers to facilitate post- Closing governance.
Registration Rights; Lock-Up and Leak-Out Provisions In connection with the Merger, the parties will enter into a Registration Rights Agreement and related lock-up and leak-out arrangements governing the resale of the equity securities issued to the Target equityholders. The Registration Rights Agreement provides the holders with customary resale registration rights, requiring the Company to file a registration statement with the U.S. Securities and Exchange Commission within 30 days following the Closing Date to facilitate public resale of both the Series I Convertible Preferred Stock and the underlying common stock issuable upon conversion. To promote an orderly market and mitigate volatility, the equity consideration is also subject to a Lock-Up Agreement, pursuant to which a significant portion of the shares may not be sold or otherwise transferred for a defined period following Closing (six months for approximately $1.5 million of shares and 90 days for approximately $500,000 of shares). Upon expiration of the lock-up periods, holders remain subject to a Leak-Out Agreement, which imposes ongoing limitations on the volume, timing and manner of resale. Collectively, these arrangements are designed to balance the equityholders’ ability to achieve liquidity with the Company’s interest in maintaining an orderly trading market and protecting stock price stability following the transaction.
Termination
The Merger Agreement contains customary termination provisions, including the right of each Party to terminate the Merger Agreement under certain specified circumstances. These circumstances include, among others, (i) by mutual written consent of the parties, (ii) by either party if the Closing has not occurred on or prior to the date that is six (6) months following the Execution Date, (iii) by either party if any Governmental Authority has issued a final, non-appealable order enjoining or otherwise prohibiting the consummation of the Merger, or (iv) by either party in the event of a material breach by another Party of its representations, warranties, or covenants contained in the Merger Agreement that is not cured within a specified period following written notice thereof. Following any termination of the Merger Agreement, certain provisions will survive in accordance with their terms, including provisions relating to confidentiality, expenses and other customary surviving obligations.
There can be no assurance that the Merger will be completed on the terms described herein or at all.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On May 22, 2026, the Company issued a press release, announcing the Company’s entry into the Merger Agreement with Target. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
| Exhibit No. | Description | |||||||
| 2.1 | Agreement and Plan of Merger, dated May 21, 2026 | |||||||
| 99.1 | Press Release dated May 22, 2026 | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
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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: | May 28, 2026 | By: | /s/ L. Kevin Kelly | |||||||||||
| Name: | L. Kevin Kelly | |||||||||||||
| Title: | Chief Executive Officer | |||||||||||||
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Exhibit 99.1
Cycurion Acquires Secuvant, Supercharging AI-Driven Cybersecurity with Automated, Scalable Threat Defense – Perfectly Complements HavenX Platform
May 22, 2026
MCLEAN, Va., May 22, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leading provider of AI-driven cybersecurity, IT security solutions, and managed services, today announced the acquisition of Secuvant, LLC (“Secuvant”), a premier provider of enterprise-grade cybersecurity and risk management services. This strategic move dramatically strengthens Cycurion’s MDR, threat and vulnerability management, and compliance capabilities — delivering immediate firepower for mid-market and enterprise clients in construction, agriculture, financial services, utilities, manufacturing, and critical infrastructure.
The transaction is expected to contribute approximately $3 million in annualized revenue and approximately $1.5 million in EBITDA for fiscal year 2026.
Strategic Synergies
Secuvant’s expertise in cyber risk management, SOC-as-a-Service, incident response, and its proprietary Cyber7™ methodology, together with Panoptic’s advanced risk logic and threat vulnerability prioritization platform, integrates seamlessly with Cycurion’s AI-powered ARx platform and cybersecurity solutions. Together they deliver compelling advantages, including:
True end-to-end protection — from proactive risk assessment to automated detection, rapid response, and full recovery.
Powerful cross-selling momentum across Cycurion’s extensive government, corporate, and high-profile client base, accelerating revenue growth.
Major operational efficiencies, faster time-to-value, and richer threat intelligence through unified platforms.
Reinforced leadership in regulated industries and critical infrastructure.
Seamless Integration with HavenX – Unlocking Scalable Automation
This acquisition aligns perfectly with Cycurion’s recent HavenX integration (via Halo Privacy). While HavenX and Secuvant share strong capabilities in threat detection, attribution, monitoring, and response, Secuvant adds a decisive edge: highly automated, low-manual workflows through its Panoptic platform and cyberRPM tools that provide 24/7 protection with minimal human intervention.
The combined platform creates a true next-generation cybersecurity powerhouse. AI-driven monitoring and intelligent vulnerability prioritization now operate at machine speed — slashing operational overhead, accelerating threat mitigation, reducing costs, and unlocking major new opportunities in high-margin, technology-enabled services. Clients may gain proactive, always-on defense, visibility, and prioritization that scales effortlessly in today’s explosive threat environment.
“This acquisition marks a major milestone in our mission to fix what’s broken in cybersecurity,” said Kevin Kelly, Chairman and CEO of Cycurion. “Secuvant’s proven tools and expertise, combined with HavenX, let us deliver truly automated, scalable solutions that drive superior client outcomes and immediate financial impact.”
Merger Overview
The total consideration for the transaction is approximately $2.875 million, consisting of $875,000 in cash and 888,888 shares of preferred stock (representing approximately $2.0 million in value). In addition, Secuvant equityholders are eligible to receive contingent earn-out payments over a three-year period from 2026 through 2028. The earn-out includes guaranteed annual payments of $100,000 and additional performance-based payments tied to the gross profit generated from certain revenue streams. Any performance-based earn-out amounts will be paid 50% in cash and 50% in shares of Cycurion common stock.
The transaction is expected to close within 7 to 10 days, subject to customary closing conditions set forth in the Merger Agreement.
About Cycurion, Inc.
Cycurion, Inc. (NASDAQ: CYCU) is a leader in AI-driven cybersecurity and national security solutions. The Company delivers integrated platforms and expert services to protect critical systems, ensure operational resilience, and support clients across government, enterprise, and high-profile sectors. For more information, visit www.cycurion.com.
About Secuvant
Secuvant is an independent IT security firm providing enterprise-grade cybersecurity services, risk management, and managed solutions to mid-market organizations. Founded in 2014, it specializes in managed security services, threat and vulnerability management and compliance using its Cyber7™ framework. For more information, visit www.secuvant.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 proposed transaction contemplated by the binding agreement, including the likelihood, timing, structure or consummation of the transaction; the anticipated benefits of the transaction; Company’s ability to successfully integrate Secuvant’s business, operations and technology; 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, the failure to satisfy closing conditions to the proposed transaction, delays in or inability to complete the transaction, risks related to customer performance and satisfaction, contract modifications, delays or terminations, and the Company’s ability to fulfill contractual obligations, 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
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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
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FAQ
What transaction did Cycurion (CYCU) announce with Secuvant?
Cycurion agreed to acquire Secuvant via a reverse merger, making Secuvant a wholly owned subsidiary. The deal combines Secuvant’s cybersecurity and risk management services with Cycurion’s AI-driven platforms to strengthen managed detection, threat management, and compliance offerings for mid-market and enterprise clients.
What is the total base consideration Cycurion (CYCU) will pay for Secuvant?
The total base consideration is approximately $2,875,000. It includes $875,000 in cash installments and 888,888 shares of Series I Convertible Preferred Stock valued at about $2.0 million, issued in tranches subject to vesting conditions linked to stock price and trading volume performance.
How is the cash portion of Cycurion’s acquisition of Secuvant structured?
Cycurion will pay $875,000 in cash in three installments: $350,000 at closing, $300,000 60 days after closing, and $225,000 120 days after closing. This cash amount is subject to a working capital adjustment, settled entirely in cash based on Secuvant’s closing working capital.
What earn-out payments can Secuvant equityholders receive from Cycurion (CYCU)?
Secuvant equityholders may receive earn-outs over 2026–2028, including guaranteed $100,000 annual payments and additional performance-based payments. These are tied to gross profit from defined revenue streams and subject to revenue and minimum gross margin thresholds for each year.
How will performance-based earn-out payments be paid in the Cycurion–Secuvant deal?
Any performance-based earn-out amounts will be paid 50% in cash and 50% in Cycurion common stock. Payments are triggered only when specified gross profit thresholds and minimum gross margin levels for 2026, 2027, and 2028 are exceeded for qualifying Panoptic-related revenue.
What financial impact does Cycurion (CYCU) expect from acquiring Secuvant?
Cycurion expects the Secuvant acquisition to contribute approximately $3 million in annualized revenue and about $1.5 million in EBITDA for fiscal year 2026. These figures reflect anticipated benefits from combined cybersecurity platforms, managed services, and expanded mid-market and enterprise client reach.
What lock-up and leak-out restrictions apply to Secuvant equityholders in the Cycurion deal?
Secuvant equityholders receiving equity face lock-up periods of six months for roughly $1.5 million of shares and 90 days for about $500,000 of shares. After lock-up expiration, a leak-out agreement limits the volume, timing, and manner of resales to support orderly trading and price stability.