Cycurion, Inc. (CYCUW) SEC Filings, May-Jul 2026

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. is asking stockholders to approve several major governance and capital-structure changes at its July 23, 2026 annual meeting. Key items include creating a classified three-class board, electing five directors into staggered terms, and ratifying WWC, P.C. as auditor for fiscal 2026.

Stockholders will also vote on advisory say‑on‑pay and how often future say‑on‑pay votes occur, an amended 2025 Equity Incentive Plan that allows awards in preferred stock as well as common stock, and one or more reverse stock splits of common shares at ratios from 3:1 to 75:1 and in total up to 250:1. As of June 1, 2026, Cycurion had 10,662,429 common shares and 1,585,363 preferred voting shares outstanding, for 12,247,792 voting shares in total.

Cycurion, Inc. filed an amendment to its annual report to add updated information on directors, executive compensation, share ownership, related-party transactions and auditor fees, while leaving prior financial statements unchanged. The filing details a refreshed leadership team, expanded equity incentives, significant financing activities, and multiple pending or recent acquisitions intended to grow its cybersecurity platform and restructure existing debt obligations.

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.

Armistice Capital, LLC and Steven Boyd reported beneficial ownership of 289,388 shares of Cycurion, Inc., representing 4.99% of the common stock. The filing states Armistice Capital, as investment manager to Armistice Capital Master Fund Ltd., holds shared voting and dispositive power over these shares.

The Master Fund is identified as the direct holder; the Master Fund disclaims beneficial ownership arising from its inability to vote or dispose of the shares under its Investment Management Agreement with Armistice Capital. The joint filing was signed by Steven Boyd on 05/16/2026.

Cycurion, Inc. reports first-quarter 2026 results showing continued losses and liquidity pressure while highlighting prior Nasdaq listing remediation and capital structure changes. Revenue for the three months ended March 31, 2026 was $3.27 million, down from $3.87 million a year earlier, with gross profit of $0.69 million. Net loss attributable to Cycurion narrowed to $2.13 million from $10.25 million, but the company used $2.89 million of cash in operating activities and ended the quarter with cash of $2.03 million.

Management discloses substantial doubt about Cycurion’s ability to continue as a going concern, citing an accumulated deficit of $29.0 million and a working capital deficit of $12.0 million as of March 31, 2026. The company plans to improve operations and pursue a public offering of common stock to raise capital and facilitate conversion of debt and preferred stock. The filing also describes a reverse recapitalization via a 2025 SPAC business combination, consolidation of SLG as a variable interest entity, a one-for-thirty reverse stock split in October 2025, and actions taken in 2025 to regain compliance with Nasdaq Global Market listing rules.