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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 11, 2025
CYCURION,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-41214 |
|
86-3720717 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 1640
Boro Place, Fourth Floor |
|
|
| McLean,
Virginia |
|
22102 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (310) 740-0710
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 $11.50 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series
G Convertible Preferred Stock
We
have authorized 10,000 shares of our Series G Convertible Preferred Stock, par value $0.0001 per share.
The
material attributes of the shares of our Series G Convertible Preferred Stock are:
Voting
Rights: Holders of shares of our Series G Convertible Preferred Stock shall have voting rights on an as-if-converted-to-Common-Stock
basis and as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of
Preferences, Rights and Limitations for our Series G Convertible Preferred Stock.
Dividend
Rights: Holders of shares of our Series G Convertible Preferred Stock shall be entitled to receive, and we shall pay, dividends on
shares of our Series G Convertible Preferred Stock at the rate of twelve percent (12%) per annum of the $0.0001 per-share Stated Value
of the Series G Convertible Preferred Stock. The dividends shall be paid payable quarterly in arrears in shares of Common Stock, calculated
for each dividend payment on an as-if-converted-to-Common-Stock basis.
Conversion
Rights: Shares of our Series G Convertible Preferred Stock shall be convertible, at any time and from time to time at the option
of the holder thereof, into shares of Common Stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of
one share of Series G Convertible Preferred Stock-for-1,000 shares of Common Stock, subject to adjustment.
Liquidation
Preference: Holders of shares of our Series G Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether
voluntary or involuntary , shall be entitled to receive out of the assets, whether capital or surplus, an amount equal to the Stated
Value, plus any accrued and unpaid dividends thereon, for each share Series G Convertible Preferred Stock before any distribution or
payment shall be made to the holders of Common Stock, and, if the assets shall be insufficient to pay in full such amounts, then the
entire assets to be distributed to the holders of shares of our Series G Convertible Preferred Stock shall be ratably distributed among
them in accordance with the respective amounts that would have been payable on such shares if all amounts payable thereon had been paid
in full.
Protective
Provisions: As long as any shares of Series G Convertible Preferred Stock are outstanding, we shall not, without the affirmative
vote of the holders of a majority of the then-outstanding shares of Series G Convertible Preferred Stock, (a) alter or change adversely
the powers, preferences, or rights given to the holders of Series G Convertible Preferred Stock or alter or amend the Certificate of
Designation of Preferences, Rights and Limitations for our Series G Convertible Preferred Stock, (b) amend its certificate of incorporation
or other charter documents in any manner that adversely affects any rights of the holders of shares of Series G Convertible Preferred
Stock, (c) increase the number of authorized shares of Series G Convertible Preferred Stock, or (d) enter into any agreement with respect
to any of the foregoing.
The
foregoing summary of the terms, rights and preferences of the Series G Convertible Preferred Stock, filed with the State of Delaware
on August 11, 2025, is qualified in its entirety by reference to the text of the Series G Convertible Preferred Stock Certificate of
Designation, which is filed hereto as Exhibit 3.1, and is incorporated herein by reference.
The
Company hereby affirms its commitment to maintaining shareholder value and compliance with Nasdaq listing standards. As part of this
commitment, the Company has ceased all forms of dilutive financing and does not intend to engage in any such transactions moving forward.
Management recognizes the impact that past dilutive financing activities may have had on shareholder equity and market perception, and
has taken concrete steps to pursue alternative, non-dilutive funding strategies to support the Company’s long-term growth and stability.
The Company is fully committed to transparent and responsible capital management in alignment with the expectations of the Nasdaq Capital
Market.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 3.1 |
|
Series G Convertible Preferred Stock Certificate of Designation |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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 15, 2025 |
By: |
/s/
L. Kevin Kelly |
| |
Name:
Title: |
L.
Kevin Kelly
Chief
Executive Officer |
