Cycurion, Inc. Form 8-K Summary
Business Context and Reporting Period
Cycurion, Inc. (NASDAQ: CYCU), an emerging growth company, filed this Current Report on Form 8-K on May 29, 2026, regarding events occurring on June 1, 2026. The filing details a comprehensive debt restructuring involving three existing noteholders: IQ Financial, Inc., Obsidian Associates, LLC, and M2B Funding Corp.
Key Financial Metrics and Restructuring Details
The Company restructured outstanding indebtedness by exchanging prior obligations for new convertible promissory notes and Series H Convertible Preferred Stock. The filing does not provide revenue, profit, cash flow, or general liquidity metrics for the period.
- IQ Financial Transaction: Approximately $517,604.40 of principal and accrued interest was exchanged for a new convertible promissory note.
- M2B Funding Corp. Transaction: Outstanding notes were exchanged for a new convertible promissory note of $1,326,748.31 and 952.7 shares of Series H Convertible Preferred Stock (aggregate stated value ~$952,695.73) to satisfy default-related amounts.
- Obsidian Associates Transaction: Approximately $1,083,003.41 of principal and accrued non-default interest was exchanged for a new convertible promissory note. Additionally, default interest, penalties, and charges totaling ~$947,250 were exchanged for 947.25 shares of Series H Convertible Preferred Stock.
- Conversion Terms: New notes are convertible at $1.05 per share. Series H Preferred Stock is convertible at $1.45 per share.
- Series H Preferred Stock Terms: 3,000 shares authorized. Carries a 12% annual dividend payable in common stock. Includes liquidation preference and protective provisions requiring majority holder approval for adverse changes.
Material Changes Versus Prior Period
The primary material change is the elimination of prior defaults, penalties, and accrued charges through the exchange of old debt instruments for new convertible notes and preferred equity. The prior obligations were cancelled and satisfied in full upon consummation of the exchanges.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, revenue outlook, or management commentary regarding future operations. Key risks and contingencies identified include:
- Unregistered Securities: The new notes and preferred stock were issued under Section 4(a)(2) and Section 3(a)(9) exemptions, not registered under the Securities Act of 1933.
- Leak-Out Restrictions: Resale of shares issued to M2B and Obsidian is limited to 5% of the Company's average daily trading volume.
- Dilution: The restructuring introduces significant potential dilution through convertible instruments with fixed floor prices ($1.05 and $1.45).
Investor Verification Checklist
- Verify the full text of the Series H Convertible Preferred Stock Certificate of Designation (Exhibit 3.1) for specific adjustment mechanisms and voting rights.
- Review the specific terms of the new convertible promissory notes (Exhibits 10.2, 10.4, 10.6) regarding interest rates, maturity dates, and default provisions.
- Confirm the Company's current cash position and ability to service the 12% dividend obligation on the Series H Preferred Stock, which is payable in shares.
- Assess the impact of the leak-out restrictions on the liquidity of the newly issued preferred stock.