Cycurion (NASDAQ: CYCU) extends Kustom asset deal, swaps warrants for $600K preferred

Rhea-AI Filing Summary

Cycurion, Inc. entered into an Amendment No. 1 and Forbearance / Extension Agreement with Kustom Entertainment, Inc. related to its previously signed Asset Purchase Agreement to acquire Kustom’s video-solutions business.

The amendment extends the anticipated closing date to on or about September 15, 2026, while the parties temporarily forbear from exercising rights tied to missing the original closing. As consideration, Cycurion will pay Kustom an immediate, non-refundable $250,000 cash fee and will replace the originally contemplated 2,000,000 warrants with Series H Preferred Stock having an aggregate stated value of $600,000. The Series H Preferred Stock carries a 12.0% annual dividend, payable quarterly, and is convertible into common stock at a price of $1.45 per share, based on its stated value plus accrued but unpaid dividends. Registration rights were updated so that common shares issued upon conversion of, or as dividends on, the Series H Preferred Stock are covered. All conditions precedent under the Asset Purchase Agreement have been satisfied or waived, and both parties remain aligned to complete the transaction by the extended date.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Cash extension fee: $250,000 Series H stated value: $600,000 Series H dividend rate: 12.0% per annum +4 more

7 metrics

Cash extension fee $250,000 Immediate, non-refundable payment to Kustom Entertainment as consideration for extending the closing date

Series H stated value $600,000 Aggregate stated value of Series H Preferred Stock issued in place of 2,000,000 warrants

Series H dividend rate 12.0% per annum Dividend rate on stated value of Series H Preferred Stock, payable quarterly

Conversion price $1.45 per share Common stock conversion price for Series H Preferred Stock based on stated value plus accrued dividends

Replacement warrants 2,000,000 warrants Warrants under original Acquisition Agreement replaced by Series H Preferred Stock

Extended closing date on or about September 15, 2026 New anticipated closing date for acquisition of Kustom’s video-solutions business

CYCUW warrant exercise price $345.00 per share Exercise price of redeemable warrants listed on The NASDAQ Stock Market as CYCUW

Key Terms

Asset Purchase Agreement, Forbearance / Extension Agreement, Series H Preferred Stock, Registration Rights Agreement, +2 more

6 terms

Asset Purchase Agreement regulatory

"entered into an Asset Purchase Agreement (the “Acquisition Agreement”) with Kustom Entertainment, Inc."

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

Forbearance / Extension Agreement regulatory

"entered into an Amendment No. 1 and Forbearance / Extension Agreement to Asset Purchase Agreement"

Series H Preferred Stock financial

"replace the 2,000,000 warrants contemplated by the Acquisition Agreement with shares of the Company’s Series H Preferred Stock"

Series H preferred stock is a specific class of a company’s preferred shares that gives holders priority over common shareholders for dividends and claims on assets, often with fixed or contractually defined payments and sometimes special conversion or redemption terms. Think of it like a reserved seat with guaranteed perks — investors care because it changes the income predictability, downside protection, and potential ownership influence compared with common stock, which affects valuation and risk.

Registration Rights Agreement regulatory

"The Registration Rights Agreement entered into in connection with the Acquisition Agreement was amended"

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.

stated value financial

"Series H Preferred Stock having an aggregate stated value of $600,000"

Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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

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Understanding 8-K Material Events →

Available on EDGAR 07/31/2026 - 04:36 PM Accepted by SEC EDGAR 07/31/2026 - 04:35 PM Learn about SEC filing dates

FAQ

What acquisition-related amendment did Cycurion (CYCU) sign with Kustom Entertainment?

Cycurion signed an Amendment No. 1 and Forbearance / Extension Agreement with Kustom Entertainment, modifying their Asset Purchase Agreement. The amendment extends the expected closing for acquiring Kustom’s video-solutions business and sets new consideration and updated registration-rights terms.

What consideration is Cycurion (CYCU) providing for the closing-date extension?

Cycurion agreed to pay an immediate, non-refundable $250,000 cash fee and issue $600,000 in stated value of Series H Preferred Stock. These terms replace the 2,000,000 warrants originally contemplated under the Asset Purchase Agreement with Kustom Entertainment.

What are the key terms of Cycurion (CYCU) Series H Preferred Stock?

The Series H Preferred Stock has an aggregate stated value of $600,000, pays 12.0% per annum dividends on stated value, and dividends are payable quarterly. Each share is convertible into common stock at a price of $1.45 per share, based on stated value plus accrued dividends.

When is the new anticipated closing date for Cycurion (CYCU) acquiring Kustom’s video-solutions business?

The anticipated closing date for Cycurion’s acquisition of Kustom’s video-solutions business was extended to on or about September 15, 2026. The parties also agreed to temporarily forbear from exercising rights related to the missed original closing date.

How were registration rights changed in Cycurion (CYCU) and Kustom’s amended deal?

The Registration Rights Agreement was amended so it now covers all common shares issuable upon conversion of, or as payment of dividends on, Cycurion’s Series H Preferred Stock. This ties registration rights directly to the new preferred equity issued in place of the original warrants.

What happens to the original 2,000,000 warrants in Cycurion (CYCU)’s Kustom acquisition?

The 2,000,000 warrants originally contemplated in the Asset Purchase Agreement are being replaced by Series H Preferred Stock with an aggregate stated value of $600,000. The preferred stock is dividend-paying and convertible into Cycurion common shares.

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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): July 23, 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 (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:

☐	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.

As previously reported, on June 24, 2026, Cycurion, Inc., a Delaware corporation (the “Company” or “Buyer”), entered into an Asset Purchase Agreement (the “Acquisition Agreement”) with Kustom Entertainment, Inc. (“Seller”). Pursuant to the Acquisition Agreement, the Company will acquire from Seller all assets relating to Seller’s video-solutions division, including the development, sale, licensing, support and servicing of video hardware, camera products, platforms, software and software solutions (the “Business”). Pursuant to the Acquisition Agreement, Seller will sell, transfer, convey, assign and deliver to the Company all of Seller’s right, title and interest in all assets, claims, rights and interests used primarily in or held for use in the Business.

On July 23, 2026, the Company entered into an Amendment No. 1 and Forbearance / Extension Agreement to Asset Purchase Agreement (the “Amendment Agreement”) with Seller. Pursuant to the Amendment Agreement, the parties agreed to temporarily forbear from exercising any rights arising from the failure to consummate the transaction by the original closing date and to extend the anticipated closing date of the transaction to on or about September 15, 2026, subject to the terms and conditions set forth in the Amendment Agreement.

As consideration for such extension, the Company agreed to (i) make an immediate, non-refundable cash payment to Seller of $250,000 and (ii) replace the 2,000,000 warrants contemplated by the Acquisition Agreement with shares of the Company’s Series H Preferred Stock (the “Series H Preferred Stock”) having an aggregate stated value of $600,000.

The Series H Preferred Stock accrues dividends at a rate of 12.0% per annum on the stated value, payable quarterly. Each share of Series H Preferred Stock is convertible into shares of the Company’s common stock at a conversion rate equal to the stated value thereof plus accrued but unpaid dividends, divided by $1.45 per share.

The Registration Rights Agreement entered into in connection with the Acquisition Agreement was amended pursuant to the Amendment Agreement to provide that the registration rights thereunder will apply to all shares of the Company’s common stock issuable upon conversion of, or as payment of dividends on, the Series H Preferred Stock.

All conditions precedent under the Acquisition Agreement have been fully satisfied or waived, and the parties remain aligned to complete the transaction on or before the extended closing date.

Except as expressly modified by the Amendment Agreement, all provisions of the Acquisition Agreement remain unchanged and in full force and effect. In the event of any inconsistency between the Amendment Agreement and the Acquisition Agreement, the Amendment Agreement shall control.

The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description
10.1		Amendment No. 1 and Forbearance / Extension Agreement to Asset Purchase Agreement, dated July 23, 2026, by and between Cycurion, Inc. and Kustom Entertainment, Inc.
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:	July 31, 2026		By:	/s/ L. Kevin Kelly
			Name:	L. Kevin Kelly
			Title:	Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 49.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.1 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB