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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 19, 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 8.01 Other Events.
On
August 20, 2025, Cycurion, Inc. (the “Company”), issued a press release providing additional information regarding the Company’s
backlog. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On
August 21, 2025, the Company announced that it has received formal notification on August 19, 2025 and August 20, 2025 from the Nasdaq
Stock Market (“Nasdaq”) regarding its previous deficiencies. On August 19, 2025, Nasdaq determinted that the Company complies
with Nasdaq Listing Rule 5450(b)(1)(A), which requires a minimum of $10,000,000 in stockholders’ equity (“Equity Rule”),
based on the Company’s Form 10-Q for the period ended June 30, 2025, evidencing stockholders’ equity of $10,448,853. Reference
is made to the April 11, 2025 notification for failure to maintain a minimum market value of listed securities of $50,000,000 over the
previous 30 consecutive business days as set forth in Listing Rule 5450(b)(2)(A) (“MVLS Rule”). As the Company is now in
compliance with the Equity Rule, Nasdaq notified the Company that the matter regarding the MVLS Rule is now closed. Additionally, on
August 20, 2025, the Company received formal notification from Nasdaq, determining that for the last 10 consecutive business days, from
August 5, 2025 to August 18, 2025, the Company’s market value of publicly held shares (“MVPHS”) has been $5,000,000
or greater set forth in Nasdaq Listing Rule 5450(b)(1)(C) (“MVPHS Rule”), and that the Company has regained compliance with
the MVPHS Rule. 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 |
99.1
|
|
Press Release dated August 20, 2025
|
| 99.2 |
|
Press Release dated August 21, 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 22, 2025 |
By: |
/s/ L. Kevin
Kelly |
| |
Name:
Title: |
L.
Kevin Kelly
Chief
Executive Officer |
