Cycurion, Inc.

false --12-31 0001868419 0001868419 2026-06-03 2026-06-03 0001868419 CYCU:CommonStockParValue0.0001PerShareMember 2026-06-03 2026-06-03 0001868419 CYCU:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf345.00PerShareMember 2026-06-03 2026-06-03 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): June 3, 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 22102 (Address of principal executive offices) (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: ☐ 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 $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 ☒ 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. Merger Agreement On May 21, 2026 (the “Execution Date”), Cycurion, Inc. (the “Company”) entered into that certain merger agreement (the “Merger Agreement”) with Cycurion Merger Sub, LLC, a wholly owned subsidiary (“Merger Sub”), and Secuvant, LLC (“Secuvant”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will merge with and into Secuvant in a reverse merger transaction, with Secuvant surviving the Merger as a wholly owned subsidiary of the Company (the “Merger”). On June 3, 2026, the Merger was consummated and all of Secuvant’s equity interests were cancelled and converted into the right to receive the Merger Consideration (as defined below). The surviving entity will succeed to all of the Secuvant’s assets, liabilities, rights, and obligations by operation of law and continue its business as a subsidiary of the Company. For more information on the Merger, please see the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 29, 2026. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K. Registration Rights Agreement On June 3, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Secuvant and the former equityholders of Secuvant (the “Holders”) in connection with the consummation of the transactions contemplated by that certain Merger Agreement. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file with the SEC a registration statement covering the resale of shares of common stock issuable upon conversion of shares of the Company’s preferred stock held by the Holders and to use commercially reasonable efforts to cause such registration statement to be declared effective within specified timeframes. The Company further agreed to keep such registration statement continuously effective until the earlier of the date on which all such securities have been sold or the date on which such securities may be sold pursuant to Rule 144 without restriction. The Registration Rights Agreement also contains customary provisions relating to indemnification, cooperation in connection with resales, and limitations on naming Holders as underwriters without their consent. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Lock-Up Agreement On June 3, 2026, the Company also entered into lock-up agreements (the “Lock-Up Agreements”) with the Holders. Pursuant to the Lock-Up Agreements, the Holders agreed that, during the period beginning on the Closing date of the Merger and ending six months thereafter, they will not, directly or indirectly, transfer, sell, pledge or otherwise dispose of any preferred stock received in the Merger or any shares of common stock issuable upon conversion thereof, subject to limited exceptions, including certain transfers to affiliates, by operation of law, or in connection with a change of control transaction. The Lock-Up Agreements further provide that any permitted transferee must agree to be bound by the same restrictions and that the Company may impose stop-transfer instructions and legends to enforce such restrictions. Following expiration of the lock-up period, any transfers of such securities remain subject to the limitations contained in the Leak-Out Agreements (as defined below). In addition, the Lock-Up Agreements include a price-based acceleration provision, pursuant to which all transfer restrictions will terminate automatically if the Company’s common stock trades at or above a specified price threshold for a defined period, subject to compliance with applicable securities laws. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K. Leak-Out Agreement On June 3, 2026, the Company further entered into leak-out agreements (the “Leak-Out Agreements”) with the Holders. The Leak-Out Agreements provide that, following the expiration of the lock-up period, the Holders may transfer their securities only during a specified period of five fiscal quarters and subject to contractual limitations designed to promote an orderly market. In particular, the Leak-Out Agreements limit the amount of securities that may be sold by each Holder in any calendar quarter to twenty percent of the securities originally issued to such Holder, with any unused capacity carried forward to subsequent quarters. The Leak-Out Agreement requires that all transfers be effected in compliance with applicable securities laws, including Rule 144, and in an orderly market manner, and permit the Company to impose stop-transfer instructions to enforce compliance. The Leak-Out Agreements also include a price-based acceleration provision similar to that contained in the Lock-Up Agreements, pursuant to which all contractual transfer restrictions terminate if the Company’s common stock trades above a specified price threshold for a defined period. The foregoing description of the Leak-Out Agreement does not