Cycurion, Inc.

0001868419 false 0001868419 2026-05-07 2026-05-07 0001868419 us-gaap:CommonStockMember 2026-05-07 2026-05-07 0001868419 us-gaap:WarrantMember 2026-05-07 2026-05-07 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): May 7, 2026 Cycurion, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41214 86-3720717 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1640 Boro Place , Suite 420C McLean , Virginia (Address of principal executive offices) 22102 (Zip Code) Registrant’s telephone number, including area code: ( 888 ) 341-6680 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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o 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 $345.00 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 x 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. o Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On May 7, 2026, Cycurion, Inc., a Delaware corporation (“Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cycurion Merger Sub-Halo, Inc. (“Merger Sub-Halo”), Cycurion Merger Sub-havenX, Inc. (“Merger Sub-havenX”), Halo Privacy, Inc., a Delaware corporation (“Halo”), havenX, Inc., a Wyoming corporation (“havenX”), and Shareholder Representative Services LLC, solely in its capacity as the Company Group Equityholder Representative (the “Equityholder Representative”). The Mergers Pursuant to the Merger Agreement, (i) Merger Sub-Halo will merge with and into Halo, with Halo surviving as a wholly owned subsidiary of Parent, and (ii) Merger Sub-havenX will merge with and into havenX, with havenX surviving as a wholly owned subsidiary of Parent (collectively, the “Mergers”). At the effective time of the Mergers (the “Effective Time”), each outstanding share of capital stock of Halo and havenX (other than certain excluded shares and dissenting shares) will be automatically converted into the right to receive a portion of the consideration described below, in accordance with the terms of the Merger Agreement and subject to its conditions. Merger Consideration The aggregate consideration payable in connection with the Mergers (the “Aggregate Consideration”) consists of a combination of (i) cash, (ii) shares of Parent common stock, and (iii) contingent and deferred consideration payable following the Closing, in each case as determined in accordance with the terms of the Merger Agreement. The Aggregate Consideration is subject to adjustment based on the Company Group’s cash, indebtedness, and transaction expenses at Closing, and may be further adjusted pursuant to post-closing true-up procedures and contingent payment mechanisms set forth in the Merger Agreement. In addition to the Closing Consideration described below, the Aggregate Consideration includes the right of the former equityholders of Halo and havenX to receive certain future payments, including earnout payments, installment payments, and other contingent consideration based on the post-closing performance of the business and the achievement of specified milestones, in each case subject to the terms and conditions of the Merger Agreement. Closing Consideration At the closing of the Mergers (the “Closing”), Parent will pay or cause to be paid to the holders of Halo and havenX equity interests (the “Company Group Equityholders”) consideration consisting of the following: • Closing Cash Consideration , consisting of an aggregate cash payment equal to $1.0 million, subject to customary adjustments for, among other things, the amount of cash, indebtedness, and transaction expenses of the Company Group as of the Closing, as determined in accordance with the Merger Agreement. Such amounts are subject to post-closing adjustment based on the final determination of such items in accordance with the procedures set forth in the Merger Agreement. • Closing Stock Consideration , consisting of shares of Parent common stock having an aggregate value of $1.5 million, with the number of shares to be issued determined based on a fixed Parent stock price specified in the Merger Agreement. The shares of Parent common stock to be issued as Closing Stock Consideration will be allocated among the Company Group Equityholders in accordance with an allocation schedule delivered at Closing and will be subject to applicable securities law restrictions and other limitations set forth in the Merger Agreement. The Closing Consideration will be paid through an exchange and paying agent in accordance with the terms of the Merger Agreement, and payment is conditioned upon, among other things, the delivery by the Company Group Equityholders of required documentation, including letters of transmittal or surrender agreements, as applicable. 2 Post-Closing and Contingent Payments The Merger Agreement provides for additional payments to the Company Group Equityholders, which may be payable following the Closing (collectively, the “Future Payments”). These Future Payments consist of various forms of contingent and deferred consideration and include the following: • Earnout Payments . The Company Group Equityholders may be entitled to receive earnout payments based on the achievement of specified post-closing financial performance targets of the acquired business during defined earnout periods. The amount and timing of such earnout payments will depend on the level of performance achieved relative to agreed-upon metrics and thresholds, and such earnout payments may be payable in a combination of cash and shares of Parent common stock, in each case in accordance with the terms of the Merger Agreement. • Installment Payments . Parent has agreed to make fixed installment payments to the Company Group Equityholders in cash following the Closing in the amounts of $2.0 million, $2.5 million and $3.0 million, respectively, payable at specified annual intervals after the Closing. Such installment payments accrue interest at a specified rate and are subject to potential reduction or offset under certain circumstances, including the application of clawback provisions as set forth in the Merger Agreement. • Post-Closing Stock Consideration . The Company Group Equityholders may also be entitled to receive additional shares of Parent common stock following the Closing, which will be issued in accordance with the terms of the Merger Agreement and allocated among such holders pursuant to a closing allocation schedule. The issuance of such shares is subject to limitations, including potential caps on the number of shares issuable and compliance with applicable securities laws. • Babylon Contr