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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 12, 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
1.01 Entry into a Material Definitive Agreement
Exchange
Agreements and Registration Rights Agreements
On
August 12, 2025, the Company entered into an exchange agreement with Alpha Capital Anstalt (the “Alpha Capital Anstalt Exchange
Agreement”) and a registration rights agreement filed as Exhibits 10.1 and 10.2, respectively. Pursuant to the Alpha Capital
Anstalt Exchange Agreement, the parties intended to effect a voluntary security exchange transaction whereby Alpha Capital Anstalt will
exchange $366,050 in debt for an aggregate of 366 shares of Series G Convertible Preferred Stock.
On
August 12, 2025, the Company entered into an exchange agreement with M2B Funding Corp. (the “M2B Funding Corp. Exchange Agreement”)
and a registration rights agreement. Pursuant to the M2B Funding Corp filed as Exhibits 10.3 and 10.4, respectively. Exchange Agreement,
the parties intended to effect a voluntary security exchange transaction whereby M2B Funding Corp. will exchange $672,077 in debt for
an aggregate of 672 shares of Series G Convertible Preferred Stock.
On
August 12, 2025, the Company entered into an exchange agreement with ADI Funding (the “ADI Funding Exchange Agreement”)
and a registration rights agreement filed as Exhibits 10.5 and 10.6, respectively. Pursuant to the ADI Funding Exchange Agreement, the
parties intended to effect a voluntary security exchange transaction whereby ADI Funding will exchange $347,730 in debt for an aggregate
of 348 shares of Series G Convertible Preferred Stock.
On
August 12, 2025, the Company entered into an exchange agreement with Deltennium (the “Deltennium Exchange Agreement”)
and a registration rights agreement filed as Exhibits 10.7 and 10.8, respectively. Pursuant to the Deltennium Exchange Agreement, the
parties intended to effect a voluntary security exchange transaction whereby Deltennium will exchange $617,667 in debt for an aggregate
of 618 shares of Series G Convertible Preferred Stock.
On
August 12, 2025, the Company entered into an exchange agreement with Osher Capital (the “Osher Capital Exchange Agreement”)
and a registration rights agreement filed as Exhibits 10.9 and 10.10, respectively. Pursuant to the Osher Capital Exchange Agreement,
the parties intended to effect a voluntary security exchange transaction whereby Osher Capital will exchange $103,800 in debt for an
aggregate of 104 shares of Series G Convertible Preferred Stock.
On
August 12, 2025, the Company entered into an exchange agreement with Lexi London (the “Lexi London Exchange Agreement”)
and a registration rights agreement filed as Exhibits 10.11 and 10.12, respectively. Pursuant to the Lexi London Exchange Agreement,
the parties intended to effect a voluntary security exchange transaction whereby Lexi London will exchange $769,000 in debt for an aggregate
of 769 shares of Series G Convertible Preferred Stock.
On
August 12, 2025, the Company entered into an exchange agreement with ILE Associates (the “ILE Associates Exchange Agreement”)
and a registration rights agreement filed as Exhibits 10.13 and 10.14, respectively. Pursuant to the ILE Associates Exchange Agreement,
the parties intended to effect a voluntary security exchange transaction whereby ILE Associates will exchange $256,333 in debt for an
aggregate of 256 shares of Series G Convertible Preferred Stock.
The
exchange agreements and registration rights agreements filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 10.7, 10.8, 10.9, 10.10,
10.11, 10.12, 10.13 and 10.14 are incorporated herein by reference. The above descriptions of the terms of the exchange agreements and
registration rights agreements are not complete and are qualified in their entirety by reference to such exhibits.
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 to the Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)
on August 15, 2025, and is incorporated herein by reference.
We hereby provide an update to the disclosure
in the last paragraph in Item 5.03 in the Form 8-K filed with the SEC on August 12, 2025 and August 15, 2025 as follows:
For the avoidance of doubt, Cycurion has engaged
in a strategic recapitalization to strengthen its balance sheet and support growth initiatives. The Company entered into agreements with
certain investors to exchange $3.2 million aggregate principal amount of convertible indebtedness for an aggregate of 3,133 shares
of Series G Convertible Preferred Stock. These transactions convert a substantial portion of Cycurion’s debt into preferred equity, which
provides additional capital to support business growth. In addition, the Company plans to continue to use its previously disclosed $60
million Equity Line of Credit (“ELOC”), which has $55 million of remaining availability, to draw funds when needed and raise additional
capital to fund ongoing expenses and future growth opportunities. The Company is required to file a new registration statement to make
sales under its ELOC in excess of what has been previously registered. The Company is fully committed to transparent and responsible
capital management and plans to effect a reverse stock split to maintain compliance with the continued Nasdaq Capital Market listing
standards, subject to shareholder approval. The Company continuously evaluates potential transactions that it believes will be accretive
to earnings, enhance shareholder value or are in the best interests of the Company. Any funds raised or earned by the Company may be
used for any corporate purpose, which may include pursuit of other business combinations, the expansion of operations, repayment of existing
debt, share repurchases, short term investments or other uses.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Alpha Capital Anstalt Exchange Agreement, dated August 12, 2025 |
| 10.2 |
|
Alpha Capital Anstalt Registration Rights Agreement, dated August 12, 2025 |
| 10.3 |
|
M2B Funding Corp. Exchange Agreement, dated August 12, 2025 |
| 10.4 |
|
M2B Funding Corp. Registration Rights Agreement, dated August 12, 2025 |
| 10.5 |
|
ADI Funding Exchange Agreement, dated August 12, 2025 |
| 10.6 |
|
ADI Funding Registration Rights Agreement, dated August 12, 2025 |
| 10.7 |
|
Deltennium Exchange Agreement, dated August 12, 2025 |
| 10.8 |
|
Deltennium Registration Rights Agreement, dated August 12, 2025 |
| 10.9 |
|
Osher Capital Exchange Agreement, dated August 12, 2025 |
| 10.10 |
|
Osher Capital Registration Rights Agreement, dated August 12, 2025 |
| 10.11 |
|
Lexi London Exchange Agreement, dated August 12, 2025 |
| 10.12 |
|
Lexi London Registration Rights Agreement, dated August 12, 2025 |
| 10.13 |
|
ILE Associates Exchange Agreement, dated August 12, 2025 |
| 10.14 |
|
ILE Associates Registration Rights Agreement, dated August 12, 2025 |
| 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 25, 2025 |
By: |
/s/
L. Kevin Kelly |
| |
Name:
Title: |
L.
Kevin Kelly
Chief
Executive Officer |
