Cycurion (CYCU) and iQSTEL agree to mutual $1,000,000 stock-for-stock exchange

Rhea-AI Filing Summary

Cycurion, Inc. entered into a material stock-for-stock exchange agreement with iQSTEL Inc. on September 2, 2025. Under this agreement, each company will issue $1,000,000 worth of its common stock to the other, with the number of shares determined by dividing $1,000,000 by the issuing company’s per-share stock price at the time of issuance.

Both Cycurion and iQSTEL plan to distribute up to 50% of the shares received as stock dividends to their own shareholders, so Cycurion shareholders would receive iQSTEL shares and iQSTEL shareholders would receive Cycurion shares. Cycurion also reported that it issued press releases about presenting a corporate overview at the H.C. Wainwright 27th Annual Global Investment Conference and about the execution of this exchange agreement.

Insights

Corporate finance analyst

Cycurion and iQSTEL agree to mutual $1,000,000 stock swap with planned shareholder distributions.

The agreement has Cycurion and iQSTEL each issuing $1,000,000 of their common stock to the other party, using the prevailing per-share price to calculate share counts. This is a non-cash transaction that increases each company’s equity exposure to the other and may broaden awareness of each stock across the two investor bases.

Both companies state that they plan to distribute up to 50% of the received shares as stock dividends to their own shareholders. That means Cycurion shareholders could receive iQSTEL shares, and iQSTEL shareholders could receive Cycurion shares, potentially increasing retail float and cross-ownership. The filing does not quantify the resulting share counts, so actual impact will depend on market prices when the issuances occur.

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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): September 2, 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 LLC

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.

On September 2, 2025, Cycurion, Inc. (the “Company” or “Cycurion”) entered into a stock-for-stock exchange agreement (the “Stock-for-Stock Exchange Agreement”) with iQSTEL Inc. (“IQSTEL”). Under the terms of the agreement, Cycurion and IQSTEL will issue $1,000,000 worth of its common stock to the other company, with the number of shares being calculated by dividing $1,000,000 by the applicable per-share price of the issuing company’s common stock. Each company plans to distribute up to 50% of the shares received as stock dividends to its shareholders whereby IQSTEL shareholders will receive Cycurion shares and Cycurion shareholders will receive IQSTEL shares.

The Stock-for-Stock Exchange Agreement filed as Exhibit 10.1 is incorporated by reference herein. The description of the terms of the Stock-for-Stock Exchange Agreement is not complete and is qualified in its entirety by reference to Exhibit 10.1.

Item 8.01 Other Events.

On September 2, 2025, the Company issued a press release announcing that it will present a corporate overview at the H.C. Wainwright 27^th Annual Global Investment Conference. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On September 3, 2025, the Company announced the execution of the Stock-for-Stock Exchange Agreement with IQSTEL. 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
10.1		Stock-for-Stock Exchange Agreement with IQSTEL, dated September 2, 2025
99.1		Press Release dated September 2, 2025
99.2		Press Release dated September 3, 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: September 3, 2025	By:	/s/ L. Kevin Kelly
	Name: Title:	L. Kevin Kelly Chief Executive Officer

FAQ

What did Cycurion, Inc. announce in this 8-K filing?

Cycurion, Inc. reported that on September 2, 2025 it entered into a stock-for-stock exchange agreement with iQSTEL Inc., involving mutual issuances of common stock valued at $1,000,000 each.

How does the stock-for-stock exchange between Cycurion and iQSTEL work?

Under the agreement, each of Cycurion and iQSTEL will issue $1,000,000 worth of its common stock to the other. The number of shares issued is calculated by dividing $1,000,000 by the applicable per-share price of the issuing company’s common stock.

Will Cycurion shareholders receive any shares of iQSTEL through this deal?

Each company plans to distribute up to 50% of the shares it receives as stock dividends. This means Cycurion shareholders are expected to receive iQSTEL shares, while iQSTEL shareholders are expected to receive Cycurion shares, subject to those plans.

What other events did Cycurion disclose related to this period?

Cycurion disclosed that on September 2, 2025 it issued a press release about presenting a corporate overview at the H.C. Wainwright 27th Annual Global Investment Conference, and on September 3, 2025 it issued a press release announcing the stock-for-stock exchange agreement with iQSTEL.

Which Cycurion securities are listed on Nasdaq?

Cycurion lists its common stock, par value $0.0001 per share, under the symbol CYCU and its redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share, under the symbol CYCUW on The Nasdaq Stock Market LLC.

Where can investors find the full terms of the Cycurion–iQSTEL exchange agreement?

The full Stock-for-Stock Exchange Agreement with iQSTEL, dated September 2, 2025, is filed as Exhibit 10.1 and incorporated by reference in the report.