Cycurion, Inc.

false 0001868419 0001868419 2026-08-03 2026-08-03 0001868419 CYCU:CommonStockParValue0.0001PerShareMember 2026-08-03 2026-08-03 0001868419 CYCU:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf345.00PerShareMember 2026-08-03 2026-08-03 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): August 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. Asset Purchase Agreement On August 3, 2026 (the “Closing Date”), Cycurion, Inc., a Delaware corporation (the “Company” or “Buyer”), consummated the acquisition of substantially all of the assets relating to the video-solutions division of Kustom Entertainment, Inc., a Nevada corporation (“Kustom” or “Seller”), pursuant to that certain Asset Purchase Agreement dated June 24, 2026 (the “Asset Purchase Agreement”), as amended by Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026 (the “Amendment Agreement” and together with the Asset Purchase Agreement, the “Purchase Agreement”). The acquired business includes the development, sale, licensing, support and servicing of video hardware, camera products, platforms, software and software solutions (the “Business”). Pursuant to the Purchase Agreement, Seller sold, assigned, transferred, conveyed and delivered to the Company substantially all assets used primarily in or held for use in the Business, and the Company assumed certain specified liabilities relating thereto. The aggregate consideration payable by the Company under the Purchase Agreement consists of: (i) $1,250,000 in cash, (ii) a secured promissory note in the original principal amount of $4,250,000, (iii) contingent earnout consideration of up to $1,000,000, and (iv) shares of the Company’s Series H Preferred Stock having an aggregate stated value of $600,000. The Series H Preferred Stock replaced the 2,000,000 warrants originally contemplated by the Purchase Agreement pursuant to the Amendment Agreement. The Series H Preferred Stock accrues dividends at a rate of 12.0% per annum on its stated value, payable quarterly. The Series H Preferred Stock is convertible into shares of the Company’s common stock at a conversion rate equal to the stated value thereof, together with accrued and unpaid dividends, divided by $1.45 per share, subject to the terms of the applicable Certificate of Designation. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2026, and the Amendment No. 1 and Forbearance / Extension Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K with the SEC on July 31, 2026, and is incorporated herein by reference. Ancillary Agreements In connection with the Closing, the Company and Seller entered into the following ancillary agreements contemplated by the Purchase Agreement: Assignment and Assumption Agreement The Company and Seller entered into an Assignment and Assumption Agreement pursuant to which Seller assigned to the Company, and the Company assumed, certain contracts, rights, obligations, and liabilities associated with the acquired Business. Intellectual Property Assignment Agreement The Company and Seller entered into an Intellectual Property Assignment Agreement pursuant to which Seller assigned to the Company certain intellectual property assets used in the Business, including associated rights, registrations, applications, goodwill, and rights to pursue infringement claims. Bill of Sale The Company and Seller entered into a Bill of Sale pursuant to which Seller conveyed to the Company legal title to certain tangible and intangible assets included in the acquired Business. Non-Competition and Non-Solicitation Agreement The Company and Seller entered into a Non-Competition and Non-Solicitation Agreement containing customary restrictions relating to competition with the Business and solicitation of customers, employees, and business relationships. Secured Promissory Note The Company issued to Seller a Secured Promissory Note in the original principal amount of $4,250,000 in partial consideration for the acquisition. The note is secured in accordance with the terms of the Security Agreement described below. Security Agreement The Company entered into a Security Agreement in favor of Seller pursuant to which Seller was granted a security interest in certain assets of the Company as security for the obligations under the Secured Promissory Note. Registration Rights Agreement The Company entered into a Registration Rights Agreement with Seller pursuant to which the Company agreed to register for resale the shares of common stock issuable upon conversion of the Series H Preferred Stock, subject to the terms thereof. The Company agreed to file and maintain an effective registration statement covering such shares in accordance with the requirements set forth in the agreement. Earnout and Clawback Agreement The Company and Seller entered into an Earnout and Clawback Agreement establishing Seller’s right to receive contingent earnout payments of up to $1,000,000 based upon the future performance of the Business and providing for certain clawback provisions and adjustment mechanisms. Leak-Out Agreement The Company and Seller entered into a Leak-Out Agreement governing the disposition of shares of common stock issued upon conversion of the Series H Preferred Stock or payment of dividends thereon. The agreement generally limits sales by Seller and its affiliates during the applicable leak-out period based on a percentage of daily trading volume. Conditions Precedent Agreement The Company and Seller entered into a Conditions Precedent Agreement setting forth certain conditions that were required to be satisfied or waived in connection with the consummation