Cycurion Inc. SEC Filings

Cycurion, Inc. completed its acquisition of Secuvant, LLC and its Panoptic cybersecurity platform through a reverse merger, making Secuvant a wholly owned subsidiary. Total consideration is approximately $2.875 million, including $875,000 in cash and 888,888 shares of Series I Convertible Preferred Stock valued at about $2.0 million, plus a three-year earn-out.

The earn-out provides guaranteed annual payments of $100,000 and additional performance-based amounts tied to gross profit, paid half in cash and half in Cycurion common stock. Secuvant equityholders received registration rights and are subject to six-month lock-up and five-quarter leak-out restrictions, with price-based acceleration features.

Cycurion created 888,888 shares of non-voting, non-dividend Series I Convertible Preferred Stock with a stated and conversion price of $2.25 per share and a liquidation preference structure favoring holders. The company also set aside 10% of the base merger consideration in an escrow, hired a new Chief Product Officer with cash and equity compensation, and retained Secuvant’s former CEO under a six-month advisory agreement.

Cycurion, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held at 12:00 p.m. Eastern on July 13, 2026. The Record Date for voting is June 1, 2026. As of the Record Date the Company states 10,662,429 shares of Common Stock and 6,786,417 shares of Preferred Stock outstanding; the Preferred Voting Stock converts into 1,585,363 shares of Common Stock and the total Voting Stock is 12,247,792 shares.

The proxy asks stockholders to approve seven proposals including: (1) an amendment to the Charter to implement a classified (staggered) board; (2) election of five directors into classed terms if the Charter amendment is approved; (3) ratification of WWC, P.C. as auditor; (4) advisory say-on-pay vote; (5) advisory vote on say-on-pay frequency (Board recommends one year); (6) approval of an Amended and Restated 2025 Equity Incentive Plan to permit awards payable in Preferred Stock (Share Reserve 25,000,000 shares); and (7) an adjournment proposal to permit further solicitation if needed.

Cycurion, Inc. filed an amendment to its annual report to add updated information on directors, executive compensation, share ownership, related-party transactions and auditor fees, while leaving prior financial statements unchanged. The filing details a refreshed leadership team, expanded equity incentives, significant financing activities, and multiple pending or recent acquisitions intended to grow its cybersecurity platform and restructure existing debt obligations.

Cycurion, Inc. restructured key debt obligations with major noteholders by issuing new convertible notes and Series H preferred stock. About $517,604.40 owed to IQ Financial, $1,326,748.31 plus default amounts to M2B, and approximately $1,083,003.41 plus $947,250 in default charges to Obsidian were exchanged into new convertible promissory notes and Series H Convertible Preferred Stock. The new notes convert to common stock at $1.05 per share, while the Series H preferred converts at $1.45 per share and carries a 12% annual dividend on its stated value, payable quarterly in common stock. Leak-out provisions limit resales to five percent of average daily trading volume, and prior defaults and penalties tied to the exchanged notes were cancelled in full. Cycurion also authorized 3,000 shares of Series H Convertible Preferred Stock with voting, liquidation preference, and protective rights that give holders a say over adverse charter or Series H changes.

Cycurion, Inc. announced a leadership change in its finance organization. Chief Financial Officer Alvin McCoy III will step down effective May 31, 2026 and move into a strategic advisory role focused on growth initiatives, including expansion and mergers and acquisitions.

The company appointed Ana Garcia as its new Chief Financial Officer effective June 1, 2026. Garcia has more than 20 years of senior finance experience across public and private technology companies, most recently as Vice President of Finance and Interim CFO at KLDiscovery.

Under her offer letter, Garcia will receive a $300,000 annual base salary and will be eligible for an annual bonus of up to 50% of base salary, a one-time restricted stock unit award targeted at $300,000 vesting over three years, and participation in Cycurion’s executive equity program. If terminated without cause, she is entitled to six months of base salary, a pro rata earned bonus, and up to six months of company-paid COBRA premiums, subject to a release of claims.

Cycurion, Inc. entered a merger agreement to acquire Secuvant, LLC in a reverse merger, with Secuvant becoming a wholly owned subsidiary. The total base consideration is approximately $2,875,000, consisting of $875,000 in cash installments and 888,888 shares of Series I Convertible Preferred Stock valued at about $2.0 million, issued over time and subject to vesting tied to stock price and volume performance, with unvested shares forfeiting after January 15, 2034.

Secuvant equityholders may also receive three years of contingent earn-outs from 2026–2028, including guaranteed annual payments of $100,000 plus performance-based amounts tied to gross profit from specific Panoptic-related revenues, subject to revenue and margin thresholds and paid 50% in cash and 50% in Cycurion common stock. The company expects the acquisition to contribute approximately $3 million in annualized revenue and about $1.5 million in EBITDA for fiscal year 2026, enhancing Cycurion’s AI-driven cybersecurity, managed detection and response, and threat management capabilities.

Cycurion, Inc. entered into a Merger Agreement to acquire Halo Privacy and havenX, making both companies wholly owned subsidiaries and expanding its AI-driven cybersecurity and secure communications platform. At closing, former equityholders will receive $1.0 million in cash plus Cycurion stock valued at $1.5 million, subject to customary closing and post-closing adjustments.

The agreement also provides for additional post-closing consideration, including cash installment payments of $2.0 million, $2.5 million, and $3.0 million at specified annual intervals, potential earnout payments tied to performance, further stock consideration, and up to $1.0 million in Babylon Contract bonus payments. Certain future payments are subject to clawback provisions capped at $3.0 million. Halo Privacy generated $7 million of 2025 revenue, including $5.5 million of annual recurring revenue largely from long-term U.S. government contracts.

Armistice Capital, LLC and Steven Boyd reported beneficial ownership of 289,388 shares of Cycurion, Inc., representing 4.99% of the common stock. The filing states Armistice Capital, as investment manager to Armistice Capital Master Fund Ltd., holds shared voting and dispositive power over these shares.

The Master Fund is identified as the direct holder; the Master Fund disclaims beneficial ownership arising from its inability to vote or dispose of the shares under its Investment Management Agreement with Armistice Capital. The joint filing was signed by Steven Boyd on 05/16/2026.

Cycurion, Inc. reports first-quarter 2026 results showing continued losses and liquidity pressure while highlighting prior Nasdaq listing remediation and capital structure changes. Revenue for the three months ended March 31, 2026 was $3.27 million, down from $3.87 million a year earlier, with gross profit of $0.69 million. Net loss attributable to Cycurion narrowed to $2.13 million from $10.25 million, but the company used $2.89 million of cash in operating activities and ended the quarter with cash of $2.03 million.

Management discloses substantial doubt about Cycurion’s ability to continue as a going concern, citing an accumulated deficit of $29.0 million and a working capital deficit of $12.0 million as of March 31, 2026. The company plans to improve operations and pursue a public offering of common stock to raise capital and facilitate conversion of debt and preferred stock. The filing also describes a reverse recapitalization via a 2025 SPAC business combination, consolidation of SLG as a variable interest entity, a one-for-thirty reverse stock split in October 2025, and actions taken in 2025 to regain compliance with Nasdaq Global Market listing rules.