[8-K] Cycurion, Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
8-K Event Classification
2 items: 8.01, 9.01
2 items
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.
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): April 1, 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 8.01 Other Events.
On April 1, 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.
On April 2, 2026, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.2 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 April 1, 2026 | |||||||
| 99.2 | Press Release dated April 2, 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: | April 6, 2026 | By: | /s/ L. Kevin Kelly | ||||||||
| Name: | L. Kevin Kelly | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
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Exhibit 99.1
Cycurion Reports 2025 Financial Results: Streamlining Costs While Investing in Next-Generation Technology Capabilities
MCLEAN, Va., April 01, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity and AI-driven solutions, today reports financial results for full year ended December 31, 2025 and provides a corporate update.
2025 – Year of Structural Transformation
•Recap: Following Cycurion’s public debut in February 2025, the Company navigated a challenging year characterized by curtailed government contract spending and delays in contract starts due to the 2025 federal government shutdown and DOGE efficiency initiatives, while successfully executing a comprehensive recapitalization and strategic repositioning to support long-term scaling
•Deleveraged Balance Sheet: Reduced net debt by over 70%, ending the year at just under $3 million compared to $10.5 million at year-end 2024
•Improved Liquidity: Over $5 million of cash at December 31, 2025
•Capital Structure Optimization: Streamlined the preferred capital stack, leaving just over 400,000 convertible shares outstanding
•Operational Efficiency: Implemented $2.2 million in annualized cost-savings initiatives in early 2026 to align the Company’s cost structure with the current operating environment
FY2025 Financial Summary
•Revenue: $15.1 million in FY2025, compared to $17.8 million in FY2024. Management attributes part of the year-over-year decline to contract timing delays resulting from the 2025 federal government shutdown and associated DOGE efficiency reviews; these headwinds are viewed as transitory. Management views 2025 headwinds as transitory with a positive outlook underpinned by its $112 million contracted backlog with a ~4-year weighted average life.
•Gross Profit: $1.6 million for FY2025 vs $3.6 million in FY2024. In support of its strategy to shift toward higher-margin recurring revenue, Cycurion increased investments in AI-enhanced technology and its ARx platform during 2025. Cycurion anticipates margin expansion in 2026 driven by a transition toward a higher-margin recurring revenue sales mix.
•Operating Expenses: $25.0 million, heavily impacted by $16.8 million in non-cash or non-recurring charges
◦$11.9 million in Business Combination expense
◦$3.9 million in Stock-Based Compensation expense
◦~$1.0 million in one-time SG&A expenses
•Net Income/(Loss): $(23.7) million in FY 2025, compared to $1.2 million in FY2024
Management Commentary
"2025 was a pivotal year for Cycurion as we became a public company in what was a generationally challenging year in government contracting,” said Kevin Kelly, CEO of Cycurion. “While contending with business headwinds in 2025 — including contract delays stemming from the 2025 federal government shutdown and DOGE efficiency initiatives — we successfully strengthened our balance sheet and enhanced liquidity to better position the Company for its next phase of growth. Earlier this year, we also implemented meaningful cost savings initiatives aimed at streamlining operational expenses. While maintaining cost discipline, we also accelerated targeted investments in AI-based technology to drive higher-margin recurring revenue from managed cybersecurity services and our ARx platform. With the addition of our new Chief Revenue Officer and an expanded sales force, our deal funnel focused on growing our higher-margin recurring revenue managed service and cybersecurity offerings remains robust. We expect to see a pick-up in revenue in the second half of 2026 as we begin to realize incremental revenue from contracts currently within our $112 million backlog going live. We also anticipate continuing to grow backlog as we convert our sales funnel to signed awards along with contribution from our recently announced acquisition expected to close in the second quarter."
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 anticipated closing of the offering; the Company’s anticipated use of proceeds from the offering; 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 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
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Exhibit 99.2
Cycurion Goes on Offense: Initiates Legal Action and Seeks Millions in Damages Against ACCESS Newswire and Those Responsible for Disseminating the Unauthorized and Fraudulent Release
MCLEAN, Va., April 02, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity and AI-driven solutions, today announced that it has taken aggressive legal action in response to the unauthorized and fraudulent press release disseminated on March 16, 2026, via ACCESS Newswire (NYSE American: ACCS), based in Raleigh, North Carolina.
The Company has engaged litigation counsel and is actively pursuing substantial legal remedies, including claims for damages in the millions of dollars, against ACCESS Newswire, the individuals and entities responsible for placing the unauthorized and fraudulent release with ACCESS Newswire, and any other parties involved in the dissemination of false information that manipulated the market for Cycurion’s securities.
Leveraging its advanced proprietary cyber tools and expertise in cybersecurity and digital forensics, the Company is actively identifying the perpetrators of this coordinated scheme.
The March 16, 2026 press release — which falsely stated the Company had entered into a definitive agreement to acquire a Washington, D.C.-based cybersecurity firm — was not authorized, issued, or approved by Cycurion. The entirely false statements did not reflect the Company’s actual operations, financial position, or strategic plans.
The unauthorized and fraudulent release was disseminated through ACCESS Newswire and contained multiple signs of inauthenticity, including fabricated contact information, unsupported transaction claims, and fake quotes. Cycurion believes this was part of a deliberate, coordinated effort to create market confusion and manipulate Cycurion’s stock price.
“As a publicly traded company, we will not tolerate attacks on our integrity or attempts to deceive our investors,” said Kevin Kelly, CEO of Cycurion. “We moved swiftly to correct the record and are now on the offensive — pursuing full accountability and significant damages against those responsible. Our focus remains on executing our strategy, delivering strong results, and building long-term value for our shareholders.”
Cycurion has retained Moskowitz Colson Ginsberg & Schulman, LLP in connection with this matter, with the litigation being led by Peter R. Ginsberg. Inquiries regarding the legal action should be directed to Cycurion Investor Relations at (888) 341-6680 or investors@cycurion.com.
The unauthorized release and false information triggered immediate and abnormal trading activity on March 16, 2026, with trading volume surging dramatically above historical averages and the stock experiencing extreme volatility.
The Company has formally notified and is fully cooperating with FINRA and Nasdaq MarketWatch and is working closely with legal counsel and regulatory authorities to investigate the matter and pursue accountability where appropriate.
Cycurion remains focused on its strategic initiatives and is committed to protecting its shareholders and upholding the integrity of the public markets.
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.
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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 anticipated closing of the offering; the Company’s anticipated use of proceeds from the offering; 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 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
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