Cycurion, Inc. Files Amendment No. 1 to Annual Report: Key Investor Highlights
Overview
Cycurion, Inc. (Nasdaq: CYCU) has filed Amendment No. 1 to its Annual Report (Form 10-K/A) for the fiscal year ended December 31, 2025. This filing provides important updates and disclosures, particularly regarding Part III information that was not previously included due to the proxy statement not being filed within 120 days of the fiscal year end. Investors and shareholders should note that this amendment does not update other items or disclosures from the original filing, nor does it reflect events occurring after the original filing date.
Key Points and Shareholder Updates
- Listing and Securities:
- Cycurion’s common stock (\$0.0001 par value) and redeemable warrants (exercisable for one share at \$345.00 per share, trading symbol CYCUW) are listed on The Nasdaq Stock Market LLC.
- No securities are registered under Section 12(g) of the Exchange Act (i.e., none not listed).
- Issuer Status:
- Cycurion is classified as a non-accelerated filer, a smaller reporting company, and an emerging growth company.
- All required reports and Interactive Data Files have been filed in compliance with SEC rules.
- As of June 5, 2026, the company had 10,709,032 shares of common stock outstanding.
- Amendment Note:
- This amendment is primarily to provide Part III information (Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Party Transactions, and Principal Accountant Fees).
- No correction of financial statement errors or restatements requiring recovery analysis of incentive compensation.
- Board and Governance:
- Directors include L. Kevin Kelly (CEO, age 61), Ana Garcia (CFO, age 58), Emmit McHenry (Director, age 83), Peter Ginsberg (Director, age 71; member of Audit, Compensation, and Nominating and Corporate Governance Committees), and Kevin E. O’Brien (Director).
- Stockholders can communicate directly with the Board via the CEO’s office.
- Cycurion has adopted a Code of Ethics and an Insider Trading Policy designed to ensure compliance with securities laws.
- Directors and officers were delinquent in initial Section 16 filings but have since complied.
- No restrictions on hedging transactions by employees, officers, or directors.
- Compensation and Equity Incentive Plan:
- Cycurion follows scaled executive compensation disclosures as an emerging growth company and a smaller reporting company.
- Named executive officers include L. Kevin Kelly (CEO), Ana Garcia (CFO), and former CFO (details provided in summary compensation table).
- The 2025 Equity Incentive Plan allows for up to 10,000,000 shares of common stock issuance, with 200,000 options granted at a weighted average exercise price of \$10.00/share, and 24,628,980 shares available for future issuance.
- No re-pricing of underwater options or SARs without shareholder approval.
- Compensation philosophy emphasizes transparency, accountability, risk mitigation, and responsiveness to shareholder feedback.
- The Compensation Committee evaluates executive performance based on both quantitative (revenue, margin improvement, contract wins) and qualitative (leadership, client satisfaction) metrics.
- Clawback policies are in place as required by Nasdaq rules.
- Ownership Details:
- L. Kevin Kelly owns 477,482 shares (4.5% of outstanding shares).
- Ownership percentages are based on 10,709,032 shares outstanding as of June 5, 2026.
- Beneficial ownership includes securities exercisable or vesting within 60 days.
- Recent Strategic and Financial Developments:
- Between April 1, 2026 and June 8, 2026, Cycurion raised approximately \$3.0 million through sales of common stock to Yield Point NY LLC under an Equity Purchase Agreement, issuing 4,080,000 shares.
- On April 21, 2026, Cycurion updated investors on a revised non-binding memorandum of understanding with Kustom for the acquisition of Kustom’s legacy video solutions segment, which could be a significant strategic move.
- Western agreed in 2023 to pay \$788,030 of its obligations to Baker & Hostetler LLP in shares of Cycurion common stock (2,627 shares at \$300.00/share) following the Business Combination.
- Lock-up agreements: PIPE investors are subject to a 30-day lock-up from February 14, 2025 (Business Combination closing).
- Director Independence and Committees:
- Majority of the Board and all committee members must be independent per Nasdaq rules.
- Audit Committee assists with oversight of financial integrity, compliance, auditor independence, risk management, and controls.
- Related party transactions reviewed by the Board to prevent conflicts of interest.
- Principal Accountant Appointment:
- WWC, P.C. appointed as independent registered public accounting firm for fiscal year ending December 31, 2026.
- Exhibits and Filings:
- Numerous certificates of designation for Series B, C, E, F, and H Convertible Preferred Stock filed, reflecting potential changes in capital structure.
- Specimen certificates for units, common stock, and warrants included, along with descriptions of securities and pre-funded warrants.
Potentially Price-Sensitive Information
- Equity Raise: The recent \$3.0 million equity raise and issuance of 4,080,000 shares may impact share dilution and liquidity, which is significant for valuation and trading dynamics.
- Strategic Acquisition: The non-binding memorandum with Kustom for acquiring its legacy video solutions segment may signal growth, new revenue streams, or expanded market presence.
- Equity Incentive Plan: The large pool of shares available for future issuance (over 24 million) under the 2025 Equity Incentive Plan could affect share supply and management incentives.
- Director/Officer Compliance: Delinquent Section 16 filings by directors and officers, now rectified, may be of concern for governance-focused investors.
- Compensation Governance: Adoption of clawback policies and robust governance practices aligns with Nasdaq requirements and may reassure shareholders about risk mitigation.
- Convertible Preferred Stock: Multiple certificates of designation for convertible preferred stock could indicate future conversion events, impacting common stock supply and ownership structure.
Conclusion
Cycurion’s amendment to the Annual Report highlights both operational and governance matters of interest to investors. Strategic actions such as the recent equity raise, potential acquisition, and robust compensation governance signal both opportunities and risks. The company’s status as an emerging growth company and smaller reporting company allows for reduced disclosure requirements but also means shareholders should closely monitor developments, particularly those affecting dilution, capital structure, and board independence.
Disclaimer
This article is for informational purposes only and does not constitute investment advice. Investors should review Cycurion, Inc.’s SEC filings and consult with financial advisors before making investment decisions. The information herein is based on public filings as of the date of the 10-K/A amendment and may not reflect subsequent events or updates.
