Cycurion, Inc.

false 0001868419 0001868419 2026-06-24 2026-06-24 0001868419 CYCU:CommonStockParValue0.0001PerShareMember 2026-06-24 2026-06-24 0001868419 CYCU:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf345.00PerShareMember 2026-06-24 2026-06-24 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 24, 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 June 24, 2026, Cycurion, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Kustom Entertainment, Inc., a Nevada corporation (“Kustom”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Asset Purchase Agreement. Pursuant to the Asset Purchase Agreement, the Company agreed to acquire substantially all of the assets relating to Kustom’s video-solutions business, including intellectual property, contracts, customer relationships, inventory, accounts receivable, operating assets and other assets used in the development, sale, licensing and servicing of video surveillance technologies, body-worn cameras, in-car video systems, digital evidence management solutions and related products and services (the “Acquired Assets”), and to assume certain specified liabilities of Kustom (the “Assumed Liabilities”). As consideration for the acquisition, the Company agreed to pay aggregate consideration consisting of: (i) a cash payment of $1,250,000 at closing, (ii) a secured promissory note in the original principal amount of $4,250,000 bearing interest at 7.0% per annum and maturing three years following issuance, (iii) contingent cash consideration of up to $1,000,000 payable upon satisfaction of specified earnout performance criteria and (iv) warrants to purchase up to 2,000,000 shares of the Company’s common stock at an exercise price of $2.80 per share. The secured promissory note will be secured by certain of the Acquired Assets pursuant to a Security Agreement to be entered into by the parties at closing. The earnout consideration will be subject to the terms and conditions of an Earnout Agreement, and the warrants will be governed by a Warrant Agreement and related Registration Rights Agreement and Leak-Out Agreement. The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties. The representations and warranties were made solely for purposes of the Asset Purchase Agreement and may be subject to limitations, qualifications and exceptions agreed upon by the parties. In connection with the transaction, the parties also agreed to enter into, certain ancillary agreements, including those described Item 8.01. The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company intends to file the forms of the ancillary agreements described in Item 8.01, to the extent required by applicable U.S. Securities and Exchange Commission (“SEC”) rules, as exhibits to a subsequent filing with the SEC. Item 7.01 Regulation FD Disclosure. On June 29, 2026, the Company issued a press release announcing its entry into the Asset Purchase Agreement with Kustom. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference therein. Item 8.01 Other Events. On June 29, 2026, the Company issued a press release announcing its entry into the Asset Purchase Agreement with Kustom, pursuant to which the Company agreed to acquire substantially all of the assets comprising Kustom’s video-solutions business. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Assignment and Assumption Agreement Pursuant to the Assignment and Assumption Agreement, Kustom will assign to the Company certain tangible and intangible assets associated with the acquired business, and the Company will assume only those liabilities expressly identified as Assumed Liabilities under the Asset Purchase Agreement. The agreement further clarifies that the Company will not assume liabilities other than those specifically assumed under the Asset Purchase Agreement. Intellectual Property Assignment Agreement Pursuant to the Intellectual Property Assignment Agreement, Kustom will assign to the Company specified intellectual property assets used in the acquired business, including certain patents, trademarks, domain names and related intellectual property rights, together with associated goodwill and rights to enforce such intellectual property. The agreement also provides for additional actions following closing to perfect and record the Company’s ownership of the assigned intellectual property assets. Bill of Sale Pursuant to the Bill of Sale, Kustom will transfer, assign and convey to the Company all of Kustom’s right, title and interest in and to the Acquired Assets acquired under the Asset Purchase Agreement, free and clear of liens, subject to the terms of the Asset Purchase Agreement. The Bill of Sale appoints the Company as Kustom’s attorney-in-fact for the limited purpose of collecting and obtaining possession of transferred assets and confirms that the Company will not assume any liabilities except those expressly assumed under the Asset Purchase Agreement. Non-Competition and Non-Solicitation Agreement Pursuant to the Non-Competition and Non-Solicitation Agreement, Kustom has agreed that, for a