Cycurion, Inc. Warrant 8-K Filings

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.

Cycurion, Inc. (CYCU) approved and implemented a reverse stock split of its common stock at a 1-for-8 ratio. The reverse split becomes effective with the commencement of business on August 28, 2026, when CYCU shares begin trading on a split-adjusted basis on the Nasdaq Global Market under the same ticker.

Every eight issued and outstanding common shares will be combined into one share, keeping the $0.0001 par value and the total authorized share count unchanged. Issued and outstanding shares will decrease from approximately 25,840,335 to approximately 3,230,041. The move is intended to help maintain compliance with Nasdaq’s minimum bid price requirement. No fractional shares will be issued; instead, eligible holders receive a cash payment based on the prior trading day’s closing price, and all equity-based awards and convertible securities will be adjusted proportionately.

Cycurion, Inc. (CYCU) reports that the U.S. Patent and Trademark Office has granted U.S. Patent No. 12,711,989 covering a system for managing multiple data recording devices, extending the patent family behind its VuLink® automatic cross-activation and synchronized recording technology acquired with the Digital Ally video solutions business.

The patent supports automatic, simultaneous activation and time-stamped synchronization across compatible body-worn and in-car cameras, aiming to strengthen evidentiary records for more than 800 law enforcement and municipal clients added through the Digital Ally acquisition. This capability runs on existing deployed systems, potentially deepening adoption within the current customer base.

Cycurion highlights that the Digital Ally video solutions acquisition, completed on August 3, 2026, added more than $5 million in annual revenue and over $1.2 million in EBITDA, bringing the company’s pro forma gross revenue run rate to approximately $30 million. Management positions the expanded patent portfolio of more than 50 patents, including this grant, as strengthening its combined public safety and AI-driven cybersecurity platform.

Cycurion, Inc. (CYCU) filed an amended report primarily to correct dates in an exhibit and to furnish two press releases describing strategic moves. The Board authorized a discretionary share repurchase program of up to $500,000 over 12 months, with each repurchase subject to Chief Financial Officer approval and liquidity and other constraints, and with no obligation to buy any specific amount.

Management highlighted the recent acquisition of the Kustom Entertainment video-solutions business, which is expected to add more than $5 million in annual revenue and over $1.2 million in EBITDA, contributing to a pro forma gross revenue run rate of approximately $30 million, alongside a previously announced $54.6 million contract. A second press release announced U.S. Patent No. 12,705,983 for fleet driver analytics, extending Cycurion’s video and evidence platform into the commercial fleet telematics space within a global market estimated at $102 billion in 2026, projected to reach $199 billion by 2034.

Cycurion, Inc. (CYCU) disclosed two key developments. First, the Board authorized a share repurchase program of up to $500,000 over the next 12 months. Repurchases may occur in open-market or other lawful transactions, are subject to market conditions, liquidity, financing restrictions, and require prior approval of the CFO, who may withhold approval in their sole discretion. The authorization is a discretionary ceiling, does not obligate Cycurion to repurchase any shares, and may be modified, suspended, or terminated at any time. Any repurchases will comply with Delaware law and will be reported in future SEC filings.

Second, Cycurion announced U.S. Patent No. 12,705,983 covering fleet driver analytics for its Digital Ally video platform, positioning it to pursue a portion of the global vehicle telematics market, which one third-party source estimates at about $102 billion in 2026 and $199 billion by 2034. Management reiterated that the Kustom Entertainment video-solutions acquisition is expected to add more than $5 million in annual revenue and over $1.2 million in EBITDA, and, together with prior deals and a $54.6 million contract, contribute to an annualized revenue run rate of approximately $30 million. The company now holds more than 50 related patent assets and serves over 800 law enforcement and municipal clients, and views the buyback and patent as elements of a broader capital-allocation and growth strategy, subject to the extensive risks outlined in its forward-looking statements.

Cycurion, Inc. reported second-quarter 2026 revenue of $3.8 million, slightly above Wall Street consensus of $3.62 million and essentially flat with $3.9 million a year earlier. Gross profit was $1.1 million, and gross margin rose to 29.1% from 6.1% in the prior-year quarter, a nearly five-fold improvement.

Net loss was $(4.0) million versus $(5.3) million a year ago, or $(0.41) per share compared with $(4.31) per share. Adjusted EBITDA improved to $(1.4) million from $(2.1) million. Net debt fell 28% to $5.8 million. Cycurion highlighted a $54.6 million, 10-year contract expected to generate more than $5 million in annual recurring revenue starting November 2026, plus acquisitions of Secuvant and Kustom Entertainment’s video solutions business that together support an estimated $30 million revenue run rate. The company is pursuing 122 opportunities with about $34 million potential first-year contract value and continues cost-reduction initiatives expected to deliver over $2.2 million in annual savings.

Cycurion, Inc. reported an update on its Nasdaq listing compliance process. The company confirmed that its hearing before the Nasdaq Hearings Panel is scheduled for August 20, 2026 at 10:00 a.m. Eastern Time. Until the Panel issues a final written decision, Cycurion’s timely request for a hearing has stayed the delisting action to the extent permitted by Nasdaq rules, and the company’s common stock continues to trade on the Nasdaq Capital Market under the symbol CYCU. The company emphasized that it does not expect a final written decision on the hearing date itself and that the timing and outcome of the decision rest solely with the Panel. Cycurion stated it will promptly disclose the Panel’s decision and any other material developments related to its listing status.

Cycurion, Inc. completed the August 3, 2026 acquisition of substantially all assets of Kustom Entertainment’s legacy Digital Ally video-solutions business. Consideration consists of $1,250,000 in cash, a $4,250,000 secured promissory note, up to $1,000,000 of contingent earnout, and Series H Preferred Stock with $600,000 aggregate stated value. The preferred shares carry 12.0% annual dividends and are convertible into common stock at $1.45 per share, with related registration rights and leak-out restrictions on resale of conversion shares.

The acquired business provides in-car and body-worn video systems, digital evidence management and related services. Cycurion states the deal is expected to add more than $5 million in annual revenue and over $1.2 million in EBITDA, expand its base by more than 800 largely public-safety customers and add over 50 patents, bringing its gross revenue run rate to approximately $30 million. Pro forma 2026 figures for the video segment present $5,500,000 of revenue, EBITDA of $938,132, net income of $101,658 and operating cash flow of $650,191.

Cycurion, Inc. entered into and closed a warrant inducement transaction in which an existing holder exercised warrants issued in December 2025 to purchase 3,341,439 shares of common stock. For this exercise, Cycurion reduced the warrant exercise price from $3.62 to $1.35 per share, generating aggregate gross cash proceeds of approximately $4.5 million before fees and expenses.

As consideration for the immediate exercise, Cycurion issued new unregistered warrants to the holder to purchase up to 5,012,159 shares of common stock, equal to 150% of the exercised shares. These New Warrants have an exercise price of $1.65 per share, become exercisable upon required stockholder approval under Nasdaq rules, and expire five years after such approval. They include anti-dilution adjustments, cashless exercise features, and beneficial ownership limits of 4.99%, which can be increased to 9.99% on notice.

Cycurion agreed to file a registration statement within 90 calendar days following July 30, 2026 to cover resale of shares issuable upon exercise of the New Warrants. The company intends to use net proceeds for working capital and general corporate purposes. A.G.P./Alliance Global Partners acted as exclusive financial advisor, earning a 6.0% cash fee on gross proceeds, an additional $200,000 fee, and up to $45,000 in reimbursed legal expenses.

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.

Cycurion, Inc. describes challenges to closing its previously agreed acquisitions of Halo Privacy, Inc. and havenX, Inc. under a May 7, 2026 Agreement and Plan of Merger. Closing depends on effective Key Employee Agreements, delivery of audited consolidated financial statements and related financial information, and delivery of the Estimated Closing Cash Consideration and supporting calculations.

The companies set July 31, 2026 as the Outside Date, after which the Merger Agreement may be terminated if closing has not occurred. Cycurion reports that a Key Employee has given written notice that he will not commence employment after closing and that Halo and havenX have not provided the required financial statements or cash consideration calculations, making it unlikely the transactions can close by the Outside Date. As of this report, the transactions have not been consummated.

Cycurion, Inc. reported that it has requested a hearing before the Nasdaq Hearings Panel to appeal a July 10, 2026 delisting determination tied to the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(1). The hearing is scheduled to take place in August 2026.

The hearing request stays any suspension or delisting action during the hearing and any extension period, so Cycurion’s common stock is expected to continue trading on The Nasdaq Capital Market under the symbol “CYCU” at least through that time. The company plans to present a plan to regain and maintain compliance while continuing to operate its AI-driven cybersecurity solutions business.

Cycurion, Inc. reported outcomes of its 2026 Annual Meeting of Stockholders. Stockholders approved amendments to establish a classified Board of Directors divided into three staggered classes, along with bylaw changes covering director terms, vacancies filled by the Board, removal only for cause, and advance notice procedures for director nominations.

Investors also approved an Amended and Restated 2025 Equity Incentive Plan that permits equity awards tied to preferred stock, ratified WWC, P.C. as auditor for the year ending December 31, 2026, supported annual advisory votes on executive compensation, and authorized the Board to implement one or more reverse stock splits of common stock at ratios between 3-for-1 and 75-for-1, with aggregate authority not exceeding 250-for-1.

Cycurion, Inc. received a Nasdaq Staff Determination Letter on July 10, 2026 stating that its common stock is subject to delisting because the closing bid price stayed below $1.00 for 31 consecutive business days from May 26 through July 9, 2026. This violates Nasdaq Listing Rule 5550(a)(1), which requires a minimum $1.00 bid price. Because Cycurion previously completed a 1-for-30 reverse stock split on October 27, 2025, it is not eligible for the customary 180‑day grace period for regaining compliance.

Absent a timely appeal, trading in Cycurion’s securities is expected to be suspended at the opening on July 21, 2026. The company plans to request a hearing before the Nasdaq Hearings Panel by July 17, 2026, which would stay the suspension and Form 25‑NSE filing while the appeal is pending, and the stock would continue trading during that process. Cycurion states that its operations and strategic execution are unaffected and that it maintains an annual revenue run rate exceeding $28 million, supported by contracted backlog and a growing pipeline, while it evaluates options to regain listing compliance.

Cycurion, Inc. reported that its board and management have decided not to pursue a proposed 7‑for‑1 reverse stock split, emphasizing a strategy of sustaining its stock exchange listing through business growth rather than short‑term price mechanics. The company highlights recent expansion, including two acquisitions that contributed approximately $5.1 million (Digital Ally) and $2.5 million (Secuvant) in revenue, organic revenue of about $15.5 million, and an annual revenue run rate of roughly $28 million. Cycurion also cites a new ten‑year contract valued at $58 million and about $8 million of contracted backlog as providing multi‑year visibility. Management states that, based on past experience, another reverse split could harm shareholders without resolving perceived underlying market issues, and it outlines a forensic review of trading activity that, in its view, indicates trading inconsistent with fair and orderly markets, including extreme volume days and heavy use of “short exempt” designations. The company is engaging with NASDAQ and indicates it may pursue parties it concludes are responsible, while continuing to focus on integrating acquisitions, growing recurring cybersecurity services, and defending long‑term shareholder interests.

Cycurion, Inc. has entered into an Asset Purchase Agreement to acquire substantially all assets of Kustom Entertainment’s legacy video-solutions business, including Digital Ally-branded in-car and body-worn video systems, subject to closing conditions. The deal is structured with limited immediate equity dilution and aims to expand Cycurion’s public safety technology platform.

Expected consideration at closing includes a $1.25 million cash payment, a $4.25 million secured promissory note bearing 7% interest with a three-year maturity, an earnout of up to $1.0 million, and warrants to purchase up to 2,000,000 shares at $2.80 per share. Based on seller information, the business generated approximately $5.1 million in annual revenue and holds about $8.0 million in contracted backlog, plus around 58 patents and access to roughly 1,000 customers.

Cycurion, Inc. is entering public-safety video technology by agreeing to acquire substantially all assets of Kustom Entertainment’s video-solutions business. The deal covers intellectual property, contracts, customer relationships, inventory and operating assets tied to in-car video, body-worn cameras and digital evidence management.

Subject to closing conditions, consideration includes a $1.25 million cash payment, a $4.25 million secured promissory note at 7.0% interest, up to $1.0 million in revenue-based earnout and warrants for up to 2,000,000 common shares at a $2.80 exercise price. The acquired business reportedly generated about $5.1 million in annual revenue and holds roughly $8.0 million in contracted backlog, largely from recurring and multi-year arrangements.

Ancillary agreements include IP assignment, security and leak-out agreements, employment offers for key staff, and an earnout and clawback mechanism tied to 2026–2027 revenue. Closing is conditioned on due diligence, financial carve-out delivery, board approvals, third-party consents, and absence of a material adverse effect, with no assurance the transaction will complete.

Cycurion, Inc. announced a leadership change in its finance organization. Chief Financial Officer Alvin McCoy III will step down effective May 31, 2026 and move into a strategic advisory role focused on growth initiatives, including expansion and mergers and acquisitions.

The company appointed Ana Garcia as its new Chief Financial Officer effective June 1, 2026. Garcia has more than 20 years of senior finance experience across public and private technology companies, most recently as Vice President of Finance and Interim CFO at KLDiscovery.

Under her offer letter, Garcia will receive a $300,000 annual base salary and will be eligible for an annual bonus of up to 50% of base salary, a one-time restricted stock unit award targeted at $300,000 vesting over three years, and participation in Cycurion’s executive equity program. If terminated without cause, she is entitled to six months of base salary, a pro rata earned bonus, and up to six months of company-paid COBRA premiums, subject to a release of claims.

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.

Cycurion, Inc. entered into a Merger Agreement to acquire Halo Privacy and havenX, making both companies wholly owned subsidiaries and expanding its AI-driven cybersecurity and secure communications platform. At closing, former equityholders will receive $1.0 million in cash plus Cycurion stock valued at $1.5 million, subject to customary closing and post-closing adjustments.

The agreement also provides for additional post-closing consideration, including cash installment payments of $2.0 million, $2.5 million, and $3.0 million at specified annual intervals, potential earnout payments tied to performance, further stock consideration, and up to $1.0 million in Babylon Contract bonus payments. Certain future payments are subject to clawback provisions capped at $3.0 million. Halo Privacy generated $7 million of 2025 revenue, including $5.5 million of annual recurring revenue largely from long-term U.S. government contracts.

Cycurion, Inc. reported first quarter 2026 results showing stronger margins and smaller losses while remaining unprofitable. Revenue was $3.27 million, down from both the prior quarter and year, but gross margin improved to 21.1% from 12.1% in the fourth quarter of 2025.

Net loss attributable to Cycurion narrowed to $2.13 million from $5.11 million in the prior quarter and $10.25 million a year earlier, and adjusted EBITDA loss improved to -$1.62 million. Cash and cash equivalents were $2.03 million against total liabilities of $17.76 million.

The company executed a binding agreement to acquire Halo Privacy and HavenX, expected to add about $7 million in annualized contracted revenue at roughly 55% gross margin. Including these businesses, Cycurion estimates contracted backlog that may convert to revenue over about one year at $21–$22 million, versus $15–$17 million from existing contracts alone.

Cycurion, Inc. has executed a binding agreement to acquire Halo Privacy and fully integrate its digital investigations arm, HavenX, to build a comprehensive secure communications and digital defense platform. The company expects to close the transaction within 45 days, following an audit already in progress.

Halo Privacy brings approximately $7 million in revenue and $5.5 million in annual recurring revenue, with trailing ARR at about 80% of revenue and an estimated 55% gross margin. By combining Halo’s Halo Link secure messaging and voice app with HavenX’s investigation and attribution tools, Cycurion aims to offer a single AI-driven platform for secure, anonymous communications and real-time threat attribution to government, corporate, and eventually retail customers.

Cycurion, Inc. reported that director Irving Minnaker has resigned from its Board of Directors and from all offices he held with the company. The resignation, dated April 13, 2026, is effective as of February 14, 2026. The company states that his resignation was not due to any disagreement regarding its operations, policies, including accounting or financial policies, or practices, and it expresses appreciation for his service and contributions.

Cycurion, Inc. reported a new $6 million purchase order under a Master Services Agreement/Indefinite Delivery Indefinite Quantity contract with a major U.S. municipality. The multi-year arrangement covers consulting, cybersecurity, internal audit support, data analytics, and IT solutions.

The company now reports a contracted backlog of $112 million, which represents work expected to be performed over future years. Management highlighted that approximately $15–$17 million of this backlog is firmly scheduled for each of 2026, 2027, and 2028, supporting its 2026 profitable growth strategy.

Cycurion, Inc. filed a current report furnishing two press releases that outline its 2026 strategy and an updated acquisition plan. In one release, CEO Kevin Kelly discusses the shift from restructuring to execution, citing a strategic reorganization expected to generate more than $2.2 million in annual cost savings and highlighting renewed contract momentum, including a multi‑year engagement with a Fortune 500 partner valued at about $1 million in its first year.

The second release updates a revised, non‑binding MOU to acquire Kustom Entertainment’s legacy video solutions segment. The business is expected to contribute approximately $5.1 million in annual revenue and an estimated $8.0 million backlog, with both parties targeting closing by early June 2026, subject to due diligence and a definitive agreement. The agreed purchase price of $5.5 million includes a $1.25 million cash payment at closing and a $4.25 million secured promissory note, plus additional warrants and performance‑based earn‑out and clawback provisions.

Cycurion, Inc. adjourned its special meeting of stockholders to March 19, 2026 after the original meeting failed to reach a quorum. The extra time is intended to let more stockholders cast their votes.

A key proposal seeks approval under Nasdaq Listing Rule 5635(d) for the potential issuance of up to 3,314,920 shares of common stock upon exercise of warrants issued in a private placement that closed on December 5, 2025. The record date remains January 21, 2026, previously submitted proxies remain valid unless revoked, and stockholders who have already voted do not need to take further action.

Cycurion, Inc. reported a strategic business reorganization aimed at streamlining operations, improving agility, and supporting long-term growth in its cybersecurity business. The company expects approximately $2.2 million in total annualized cost efficiencies in 2026 from changes across personnel, operational, and administrative areas, while seeking to preserve service quality and client-facing capabilities.

Cycurion is also focusing on innovation in cloud security, AI-driven risk management, and infrastructure protection, including continued development of its AI-powered ARx platform. In connection with the reorganization, Cycurion appointed Rick Finfera as Chief Revenue Officer to lead global sales strategy, expand client relationships, and drive revenue growth.

Cycurion, Inc. filed a current report to note that it issued a press release on January 22, 2026, which is furnished as Exhibit 99.1. The company’s common stock trades on Nasdaq under “CYCU,” and its redeemable warrants trade under “CYCUW,” each warrant exercisable for one common share at an exercise price of $345.00 per share. Cycurion is identified as an emerging growth company, and the report is signed by Chief Executive Officer L. Kevin Kelly.