Cycurion, Inc.

false --12-31 0001868419 0001868419 2026-07-23 2026-07-23 0001868419 CYCU:CommonStockParValue0.0001PerShareMember 2026-07-23 2026-07-23 0001868419 CYCU:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf345.00PerShareMember 2026-07-23 2026-07-23 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): July 23, 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: ☐ 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 5.02 Compensatory Arrangements of Certain Officers. Approval of Amended and Restated 2025 Equity Incentive Plan At the Annual Meeting held on July 23, 2026, Cycurion, Inc. (the “Company”) stockholders approved the Amended and Restated 2025 Equity Incentive Plan (the “A&R Equity Plan”), which was previously approved by the Board of Directors subject to stockholder approval. The principal purpose of the A&R Equity Plan is to provide the Company with additional flexibility in structuring equity-based compensation arrangements and to assist the Company in attracting, retaining and motivating employees, directors and consultants. The A&R Equity Plan amends and restates the Company’s existing 2025 Equity Incentive Plan to, among other things: ● permit awards to be granted with respect to preferred stock of the Company in addition to common stock; ● permit restricted preferred stock, preferred stock units, dividend equivalent rights based on preferred stock, stock appreciation rights based on preferred stock, and other equity awards referencing preferred stock; ● provide that the share reserve may be satisfied through the issuance of either common stock or preferred stock, as determined by the plan administrator; ● authorize adjustments and administration provisions applicable to awards referencing either common stock or preferred stock; and ● retain substantially all other material provisions of the existing plan. The foregoing description of the A&R Equity Plan is qualified in its entirety by reference to the full text of the A&R Equity Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment to Second Amended and Restated Certificate of Incorporation At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation establishing a classified Board of Directors. Effective July 23, 2026, Article 5.2(b) of the Company’s Second Amended and Restated Certificate of Incorporation was amended to divide the Board of Directors into three classes, designated Class I, Class II and Class III, with staggered terms of office. Following the initial classification, directors elected at each annual meeting will generally serve three-year terms and until their successors are duly elected and qualified. The amendment further authorizes the Board of Directors to assign incumbent directors to the respective classes upon effectiveness of the classified board structure. The foregoing description is qualified in its entirety by reference to the Third Amendment to the Second Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 hereto and incorporated herein by reference. Amendment to Second Amended and Restated Bylaws In connection with the stockholder approval of the classified board structure, the Company also adopted an Amendment to its Second Amended and Restated Bylaws, effective July 23, 2026. The Amendment to the Second Amended and Restated Bylaws, among other things: ● establishes a three-class Board of Directors with staggered terms; ● provides that the initial Class I, Class II and Class III directors will serve until the Company’s 2027, 2028 and 2029 annual meetings, respectively; ● provides that newly created directorships and vacancies on the Board will be filled by the remaining directors and that any director so elected will serve for the remainder of the applicable class term; ● provides that directors may be removed only for cause by the holders of a majority of the voting power of the outstanding shares entitled to vote in the election of directors; ● implements advance notice procedures for stockholder nominations of director candidates; and ● makes related conforming changes to Article III of the Company’s bylaws. The foregoing description is qualified in its entirety by reference to the Amendment to the Second Amended and Restated Bylaws, filed as Exhibit 3.2 hereto and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. On July 23, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of the Company’s Voting Stock as of the close of business on June 1, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, there were 12,247,792 shares of Voting Stock outstanding and entitled to vote, consisting of 10,662,429 shares of Common Stock and 1,585,363 shares of Preferred Voting Stock. A quorum was present at the Annual Meeting, with 6,928,675 shares of Voting Stock represented in person or by proxy, exceeding the 6,123,897 shares required to constitute a quorum. The matters voted upon at the Annual Meeting and the final voting results are set forth below Proposal No. 1 - Charter Amendment to Establish a Classified Board The Company’s stockholders approved the Amendment to the Company’s Amended and Restated Certificate of Incorporation to, among other things, implement a classified board structure under which the Board of Directors is divided into three classes with staggered three-year terms. The voting results were as follows: For Against Abstain Broker Non-Votes 4,168,106 527,110 66,747 2,166,712 Accordingly, Proposal No. 1 was approved. Since Proposal No. 1 was approved, the Company’s Board of Directors is now classified into three classes consisting of Class I, Class II and Class III directors with staggered terms as contemplated by the amendment to the Company’s