Cycurion (NASDAQ: WAVS) revises bylaws for director elections

Rhea-AI Filing Summary

Cycurion, Inc. reported that its board of directors approved Second Amended and Restated Bylaws effective August 28, 2025. The revisions are intended to align the bylaws with the company’s Second Amended and Restated Certificate of Incorporation and with Delaware General Corporation Law provisions on the election of directors.

The full text of the updated bylaws is provided as Exhibit 3.1, with the cover page interactive data file included as Exhibit 104.

false --12-31 0001868419 0001868419 2025-08-28 2025-08-28 0001868419 CYCU:CommonStockParValue0.0001PerShareMember 2025-08-28 2025-08-28 0001868419 CYCU:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2025-08-28 2025-08-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 28, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 28, 2025, the Board of Directors of Cycurion, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”), effective immediately, to conform them to the provisions in the Company’s Second Amended and Restated Certificate of Incorporation and certain provisions of the Delaware General Corporation Law with respect to the election of directors.

The foregoing description of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description
3.1		Second Amended and Restated Bylaws
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 28, 2025	By:	/s/ L. Kevin Kelly
	Name:	L. Kevin Kelly
	Title:	Chief Executive Officer

FAQ

What did Cycurion (WAVS) disclose in this 8-K filing?

Cycurion disclosed that its board approved Second Amended and Restated Bylaws effective August 28, 2025. The changes align its bylaws with its Second Amended and Restated Certificate of Incorporation and Delaware General Corporation Law provisions related to electing directors.

When did Cycurion’s new bylaws become effective?

The Second Amended and Restated Bylaws became effective on August 28, 2025. The board of directors approved the revisions on that same date, and the company reported the action in a current report on Form 8-K describing the bylaw changes and attaching the full text as an exhibit.

Why did Cycurion amend and restate its bylaws?

Cycurion amended and restated its bylaws to conform them to its Second Amended and Restated Certificate of Incorporation and certain Delaware General Corporation Law provisions. The changes specifically relate to how directors are elected, improving consistency between governing documents and applicable state corporate law requirements.

Where can investors read Cycurion’s Second Amended and Restated Bylaws?

Investors can review the full Second Amended and Restated Bylaws in Exhibit 3.1 to the Form 8-K. The company also included a cover page interactive data file as Exhibit 104, but Exhibit 3.1 contains the complete bylaw text as approved by the board of directors.

What items were covered in Cycurion’s 8-K regarding bylaws?

The 8-K addresses Item 5.03, covering amendments to articles of incorporation or bylaws and any change in fiscal year. Cycurion explained its updated bylaws, noted their effectiveness on August 28, 2025, and identified Exhibit 3.1 as the full text of the amended and restated bylaws.