Business Context and Reporting Period
This Form 8-K was filed by Western Acquisition Ventures Corp. (WAVS) on October 30, 2024. The filing reports an amendment to an employment agreement with James P. McCormick, President and CEO, in connection with an anticipated business combination with Cycurion, Inc. The registrant is an emerging growth company incorporated in Delaware.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The only financial data disclosed relates to executive compensation:
- Total Compensation Amendment: $200,000
- Immediate Payment: $40,000 in cash upon closing of the business combination with Cycurion, Inc.
- Deferred Payment: $160,000 in cash from proceeds of post-closing capital raising transactions.
- Payment Cap: The Company is obligated to apply up to 15% of proceeds from each capital raise until the $200,000 is paid in full.
Material Changes
The material change reported is the execution of an amendment to the employment agreement dated December 27, 2023. This amendment modifies the compensation structure for the Executive to align with the closing of the business combination and subsequent capital raising activities.
Guidance, Outlook, and Risks
Outlook: The filing indicates an active process toward a business combination with Cycurion, Inc. and plans for future capital raising, including an equity line of credit involving the Company, Cycurion, and named investors.
Risks and Contingencies: The payment of the $160,000 deferred compensation is contingent upon the Company successfully receiving proceeds from capital raising transactions following the business combination. If such proceeds are insufficient or not realized, the full compensation may not be paid.
Investor Verification Checklist
- Verify the status and expected closing date of the business combination with Cycurion, Inc.
- Review the terms of the proposed equity line of credit and the identity of the investors involved.
- Assess the likelihood of the Company securing sufficient capital raise proceeds to satisfy the $160,000 deferred compensation obligation.
- Examine Exhibit 10.1 (Amendment to Employment Agreement) for complete legal terms not summarized in this report.