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Cycurion (CYCU) pairs reverse split with decade-long HHS deal

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cycurion, Inc. (CYCU) reported major operational progress alongside announcing a 1-for-8 reverse stock split to address listing requirements. Management emphasizes that business fundamentals have strengthened significantly.

Gross margin expanded from 6.1% in the second quarter of 2025 to 29.1% in the second quarter of 2026, and net debt has been reduced by more than half since year-end 2024. Cycurion closed the Secuvant and Digital Ally/Kustom acquisitions, adding more than 800 agency clients and new intellectual property.

The company signed a 10-year, $54.6 million award supporting HHS, expected to contribute more than $5 million in annual recurring revenue starting this November. Management cites $15–17 million of firmly committed revenue in each of 2026, 2027, and 2028, plus a $34 million open pipeline. The board also authorized a $500,000 share repurchase program. Cycurion’s target is break-even, profitability, and a cash-positive operating position by the second quarter of 2027.

Positive

  • Gross margin expanded to 29.1% in Q2 2026 from 6.1% in Q2 2025, indicating sharply improved profitability on the company’s revenue base.
  • Cycurion signed a 10-year, $54.6 million HHS award expected to generate over $5 million in annual recurring revenue starting this November, strengthening long-term revenue visibility.
  • Management reports $15–17 million of firmly committed revenue for each of 2026, 2027, and 2028, plus a $34 million pipeline, providing multi-year contracted revenue visibility.
  • The board approved a $500,000 share repurchase program, signaling confidence in the company’s outlook and providing potential support for the share price.

Negative

  • None.

Filing Explained

The announced one-for-eight split changes share count and per-share price, but does not itself change company value or establish completion.

This Form 8-K records Cycurion’s August 26 announcement of a 1-for-8 reverse stock split; the filing presents it as announced, not completed.

If implemented, the consolidation would reduce the number of common shares and raise the per-share price proportionally, while the split itself would not change company value.

The reverse split is therefore a share-count and per-share-price change, rather than a change in company value caused by the split itself.

As of June 30, 2026, the latest quarterly record shows $1,873,287 in cash and $3,284,342 of operating cash outflow for the quarter; at that reported outflow rate, the cash equals 51.9 days of the last reported operating cash use.

The filing supplies no effective date or post-split share count; a subsequent company notice or filing would establish those completion details.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate $1,873,287 / ($3,284,342 / 91) = 51.9 days
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, or exhibit attachments filed with this report.
Gross margin Q2 2026 29.1% Gross margin in the second quarter of 2026
Gross margin Q2 2025 6.1% Gross margin in the second quarter of 2025
HHS award value $54.6 million 10-year award supporting HHS
Annual recurring revenue from HHS award more than $5 million Expected annual recurring revenue starting this November
Firmly committed revenue per year $15–17 million For each of 2026, 2027, and 2028
Open pipeline $34 million Additional revenue pipeline beyond firmly committed amounts
Share repurchase program $500,000 Board-authorized share repurchase program
Reverse stock split ratio 1-for-8 Announced reverse stock split of common stock
reverse stock split financial
"Today we announced a 1-for-8 reverse stock split."
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.
annual recurring revenue financial
"starts contributing more than $5 million in annual recurring revenue this November."
Annual recurring revenue is the predictable amount of money a company expects to earn each year from ongoing customer subscriptions or contracts. It helps businesses understand how much steady income they can count on, much like a subscription service that charges customers every month or year. This figure is important because it shows the company's stability and growth potential.
multi-year revenue visibility financial
"and multi-year revenue visibility improves"
share repurchase program financial
"the Board has authorized a $500,000 share repurchase program."
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
contracted backlog financial
"the continued execution of the Company’s contracted backlog"
Contracted backlog is the total dollar value of customer orders or projects that a company has formally committed to deliver but has not yet completed or recognized as revenue. For investors it is a forward-looking measure of expected future sales and cash flow—like a paid to-do list that shows the pipeline of work—but it can overstate certainty if contracts are cancellable, delayed, or subject to change.
forward-looking statements regulatory
"This press release contains statements that are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What major action did Cycurion (CYCU) announce in this 8-K?

Cycurion announced a 1-for-8 reverse stock split. Management describes it as a deliberate step to meet a listing requirement so that the market can better evaluate the company’s stronger, higher-margin business rather than as a reset of the company.

How have Cycurion (CYCU) gross margins changed year over year?

Cycurion reports that gross margin improved from 6.1% in the second quarter of 2025 to 29.1% in the second quarter of 2026. This reflects a substantial expansion in profitability on each dollar of revenue compared with the prior-year period.

What long-term contract did Cycurion (CYCU) secure and what is its value?

Cycurion signed a 10-year, $54.6 million award supporting HHS. The company states that this contract is expected to contribute more than $5 million in annual recurring revenue starting this November, adding a meaningful, recurring revenue stream.

What revenue visibility does Cycurion (CYCU) report for 2026–2028?

Cycurion cites $15–17 million of firmly committed revenue in each of 2026, 2027, and 2028, plus a $34 million open pipeline. This combination of contracted and pipeline opportunities underpins the company’s view of improved multi-year revenue visibility.

Did Cycurion (CYCU) announce a share repurchase program?

Yes. The board authorized a $500,000 share repurchase program. The company notes that it is managing liquidity carefully and deliberately while executing its strategy and views this capital allocation decision as part of its broader turnaround efforts.

What financial goal timeline did Cycurion (CYCU) communicate?

Cycurion’s CEO states that the company’s target is break-even, profitability, and a cash-positive operating position by the second quarter of 2027. This represents management’s stated milestone for the turnaround of the business.

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

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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 26, 2026
Image_1.jpg
Cycurion, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware001-4121486-3720717
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1640 Boro Place, Suite 420C McLean, Virginia
(Address of principal executive offices)
22102
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.0001 per shareCYCUThe NASDAQ Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $345.00 per shareCYCUWThe 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 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 8.01 Other Events.
On August 26, 2026, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits:
Exhibit No.Description
99.1
Press Release dated August 26, 2026
104Inline 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:August 28, 2026By:/s/ L. Kevin Kelly
Name:L. Kevin Kelly
Title:Chief Executive Officer
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Exhibit 99.1
Cycurion: 1-for-8 Reverse Split Backed by Stronger Fundamentals
August 26, 2026
Margins reach 29.1%, $54.6M award signed, and multi-year revenue visibility improves
MCLEAN, Va., Aug. 26, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leading AI-driven, tech-enabled cybersecurity solutions provider, today releases the following Letter to Shareholders from Kevin Kelly, Chairman and Chief Executive Officer.
Today we announced a 1-for-8 reverse stock split. That release is the formal announcement required under the rules. This letter is different. This is me writing to you directly about why I am genuinely excited about where Cycurion is headed.
Let me start with the part the mechanics can obscure: the underlying business is in the best shape it has been in since I took this role. Gross margin has expanded from 6.1% in the second quarter of 2025 to 29.1% in the second quarter of 2026. We have cut net debt by more than half since year-end 2024. We closed two acquisitions this year, Secuvant and Digital Ally/Kustom, that brought us real scale, more than 800 agency clients, and additional intellectual property we can build on. We signed a 10-year, $54.6 million award supporting HHS that starts contributing more than $5 million in annual recurring revenue this November. And we are sitting on $15 to $17 million of firmly committed revenue in each of 2026, 2027, and 2028, plus a $34 million open pipeline behind that.
We have also built a team of problem solvers who brought real discipline and innovation to the company. The turnaround has been immediate — meaningful progress delivered in just four months.
On the capital side, the Board has authorized a $500,000 share repurchase program. We are managing liquidity carefully and deliberately as we execute.
That is the operating record — and it is the reason I believe in this company more today than at any point since we started this turnaround.
I know reverse splits are rarely popular, and I understand why. But this one is different, because the company underneath it is different. We turned down a thinner ratio earlier this summer because it did not give us a real cushion; we moved forward only once we had shareholder authority, the required filings, and the right sizing. This is a deliberate step to clear a listing requirement — not a reset — so the market can finally see the stronger, higher-margin business we have built.
I also want to address the manipulation campaign against our stock directly. Following a false press release disseminated through ACCESS Newswire, our stock came under sustained, coordinated pressure. We are pursuing accountability through the courts, we have the trading records, and we are confident in the outcome. It has not slowed us down, and it will not.
Here is what I am actually excited about: we are building a company with expanding margins, a shrinking debt load, a growing base of government and commercial relationships, and multi-year contracted revenue that gives us real visibility. Our target is break-even, profitability, and a cash-positive operating position by the second quarter of 2027. That is the milestone I am personally accountable to you for, and it is the one I think about every day. The reverse split is a step on the way there — it is not the destination, and it is not the story.
We are excited about the future as the technology we are developing is built on a different premise than the rest of the market — that attacks can be anticipated rather than simply detected — and we believe it will change what it means for an organization to stay ahead of a threat.



Thank you for staying with us through a demanding stretch — genuinely. I'm asking you to judge us on what we have actually delivered operationally over the last year. I believe the next chapter of this company is going to look very different from the last one, and I'm glad you'll be part of it.
Onward,
L. Kevin Kelly
Chairman and Chief Executive Officer
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. 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. Such statements include, but are not limited to, statements regarding the acceleration of the Company’s inorganic growth strategy through potential acquisitions and strategic transactions; the continued execution of the Company’s contracted backlog; the timing, amount and likelihood of realizing revenues associated with our contracted 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 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, 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 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
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Cycurion Media Relations:
(888) 341-6680
media@cycurion.com

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Filing Exhibits & Attachments

5 documents