Cycurion, Inc. current report, 27 December 2023

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Form 8-K Summary

Registrant and period: The filing is by Western Acquisition Ventures Corp. (NASDAQ: WAVS, WAVSU, WAVSW), not Cycurion, Inc. The report covers events occurring December 27–28, 2023, and was signed January 3, 2024.

Business Context and Reporting Period

This is a corporate-governance and management-change filing under Item 5.02. It does not provide operating or period-end financial results.

Management and Board Changes

  • The entire five-member board—Stephen Christoffersen, William Lischak, Ade Okunabi, Robin Smith, and Adam Stern—resigned effective December 28, 2023.
  • Stephen Christoffersen resigned as Chief Executive Officer effective December 27, 2023.
  • William Lischak resigned as Chief Financial Officer, Treasurer, and Secretary effective December 27, 2023.
  • The filing states that the resignations were prompted by potential excise-tax exposure under the Inflation Reduction Act and potential personal liability if the company could not pay the tax when due. It states that the resignations were not caused by disagreements concerning company operations, policies, or practices.
  • James P. McCormick was appointed Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary effective immediately after the executive resignations.
  • McCormick was elected to the board effective December 28, 2023, with a term extending until the next annual meeting of stockholders.

Financial Metrics, Liquidity, and Debt

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, cash balances, or other financial performance metrics. It also does not quantify the potential Inflation Reduction Act excise-tax obligation.

Compensation, Outlook, and Risks

  • Specific terms of McCormick’s compensation, including the grant date and terms of any equity awards and other incentive compensation, remained subject to negotiation and board approval.
  • The company stated that it expected to disclose McCormick’s complete compensation package in a subsequent filing.
  • The potential excise-tax liability and the company’s ability to pay it when due represent the principal financial contingency identified in this filing.
  • No formal business guidance, operating outlook, or forecast was provided.

Most Important Facts to Verify

  1. Confirm the correct issuer: the provided filing identifies Western Acquisition Ventures Corp., whereas the request metadata identifies Cycurion, Inc.
  2. Review subsequent filings for the final terms of McCormick’s compensation and equity awards.
  3. Review subsequent disclosures for the amount, timing, and payment status of any Inflation Reduction Act excise-tax obligation.
  4. Confirm the composition of the board and executive team following the December 2023 resignations and appointments.