Cycurion, Inc. Form 8-K Summary
Business Context and Reporting Period
Cycurion, Inc. (CYCU) filed a Current Report on Form 8-K on December 4, 2025, reporting a material definitive agreement and unregistered sales of equity securities. The company is an emerging growth company incorporated in Delaware. The transaction closed on December 5, 2025.
Key Financial Metrics and Transaction Details
- Gross Proceeds: Approximately $6 million.
- Securities Issued: 1,657,460 shares of Common Stock (or Pre-Funded Warrants) and warrants to purchase up to 3,314,920 shares of Common Stock.
- Purchase Price: $3.62 per share (or Pre-Funded Warrant).
- Warrant Terms: Exercise price of $3.62 per share; exercisable immediately following stockholder approval; five-year expiration.
- Placement Agent Fees: 10.0% of gross proceeds plus a $500,000 cash fee and $60,000 in reimbursable expenses.
- Use of Proceeds: Working capital and general corporate purposes.
Note: This filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the company's ongoing operations.
Material Changes and Agreements
The company entered into a Securities Purchase Agreement with a single institutional accredited investor. Key contractual obligations include:
- Registration Statement: The company must file a registration statement within 20 calendar days of closing and use commercially reasonable efforts to have it declared effective within 60 days.
- Lock-Up Period: A 90-day lock-up period applies to the company regarding new issuances of Common Stock or equivalents once the registration statement is effective. Additionally, executive officers and directors are subject to a 90-day lock-up on their existing holdings following the effectiveness of the registration statement.
- Stockholder Approval: The company must hold a stockholder meeting within 90 days of closing to approve the issuance of Warrant Shares. If not approved initially, meetings must be held every 90 days thereafter until approval is received or warrants expire.
Outlook, Risks, and Contingencies
The filing indicates the company intends to use net proceeds for working capital. A primary contingency is the requirement for stockholder approval to make the warrants exercisable. The company faces a risk of dilution upon the exercise of the 3,314,920 warrants. The filing does not contain specific forward-looking guidance on revenue or earnings, nor does it detail specific operational risks beyond the standard terms of the securities offering.
Investor Verification Checklist
- Verify the effectiveness date of the registration statement filed for the resale of shares and warrant shares.
- Confirm the date and outcome of the stockholder meeting required to approve the warrant issuance.
- Review the exact net proceeds after deducting the 10% placement fee, the $500,000 fixed fee, and the $60,000 expense reimbursement.
- Monitor the 90-day lock-up expiration for executive officers and directors to assess potential selling pressure.
- Check subsequent filings for any updates on the company's working capital needs or additional financing activities.