Business Context and Reporting Period
This Form 8-K, dated January 24, 2025, reports the results of a special meeting of stockholders held by Western Acquisition Ventures Corp. (the "Company"). The meeting was convened to approve a business combination with Cycurion, Inc. Upon consummation, the Company will be renamed "Cycurion, Inc." and Cycurion will become a wholly-owned subsidiary.
Key Financial Metrics
The filing is a current report regarding corporate governance and voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for the Company or Cycurion, Inc.
Material Changes and Voting Results
Stockholders voted overwhelmingly in favor of all proposals presented. A total of 3,377,284 shares were represented at the meeting out of 3,403,530 eligible shares. The voting results for the primary proposals were as follows:
- Business Combination Proposal: Approved with 3,376,059 votes FOR and 1,225 votes AGAINST.
- Nasdaq Proposal (Share Issuance): Approved with 3,376,059 votes FOR and 1,225 votes AGAINST.
- Charter Amendment Proposal: Approved with 3,376,059 votes FOR and 1,225 votes AGAINST.
- Directors Proposal: All five nominees (Emmit McHenry, L. Kevin Kelly, Peter Ginsberg, Reginald S. Bailey, Sr., and Kevin E. O'Brien) were elected with 3,376,059 votes FOR and 1,225 votes WITHHOLD each.
- Equity Incentive Plan Proposal: Approved with 3,376,059 votes FOR and 1,225 votes AGAINST.
- Nasdaq ELOC Proposal: Approved with 3,376,059 votes FOR and 1,225 votes AGAINST.
- Nasdaq Series B and Series D Proposals: Both approved with 3,376,059 votes FOR and 1,225 votes AGAINST.
- NTA Proposal (Net Tangible Assets): Approved unanimously with 3,377,284 votes FOR and 0 votes AGAINST.
Guidance, Outlook, and Material Provisions
The filing details several structural changes approved by stockholders to facilitate the merger:
- Corporate Name Change: The Company will be renamed "Cycurion, Inc."
- Authorized Share Increase: Authorized common stock will increase from 50 million to 100 million shares; authorized preferred stock will increase from 1 million to 20 million shares.
- Stockholder Action Restrictions: The charter will be amended to prohibit stockholders from acting by written consent, requiring actions to be taken at duly called meetings.
- Future Issuances: Stockholders approved potential issuances of more than 20% of common stock via two $25,000,000 Equity Lines of Credit (ELOC) and upon the conversion of Series B and Series D Preferred Shares and warrants.
- Net Tangible Assets: The NTA Proposal removes the requirement for the Company to maintain at least $5,000,001 in net tangible assets prior to consummation.
Investor Verification Checklist
- Verify the final closing date of the business combination between Western Acquisition Ventures Corp. and Cycurion, Inc.
- Confirm the post-merger share count and the specific terms of the two $25,000,000 Equity Lines of Credit.
- Review the definitive merger agreement for details on the exchange ratio and treatment of Cycurion's Series B and Series D securities.
- Monitor subsequent filings for the updated capitalization table reflecting the 100 million authorized common shares.
- Check for any regulatory approvals required for the Nasdaq listing of the combined entity under the new name.