CYCU 8-K
Cycurion, Inc. (CYCU)
8-K
2026-06-02
For: 2026-05-28
View Original
Added on
June 03, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 28, 2026
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (888 ) 341-6680
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
Departure of Chief Financial Officer
On May 28, 2026, Cycurion, Inc. (the “Company”) announced that Alvin McCoy III, the Company’s Chief Financial Officer, will step down from his position effective May 31, 2026. Following his departure as Chief Financial Officer, Mr. McCoy will transition into a strategic advisory role focused on supporting the Company’s growth initiatives, including strategic expansion and mergers and acquisitions activities. The Company thanks Mr. McCoy for his service and valuable contributions to the Company.
Appointment of Chief Financial Officer
On May 28, 2026, the Company also announced the appointment of Ana Garcia as its new Chief Financial Officer, effective June 1, 2026.
Ms. Garcia, age 58, brings more than 20 years of senior finance leadership experience across public and private technology companies, including businesses in financial services, tech-enabled services and subscription software. Most recently, she served as Vice President of Finance and Interim Chief Financial Officer at KLDiscovery, a global provider of electronic discovery, information governance, and data recovery services. Earlier in her career, she held senior finance positions at Edelman Financial Services (now Edelman Financial Engines), MicroStrategy (now Strategy Inc.), Spacenet, Inc. (now SageNet), and Savvis (now Lumen Technologies), where she built high-performing financial planning and analysis teams, led board-level reporting, and supported M&A execution and post-merger integration.
In connection with her appointment, the Company entered into an offer letter with Ms. Garcia dated May 21, 2026 (the “Offer Letter”). Pursuant to the Offer Letter, Ms. Garcia will receive an annual base salary of $300,000. Ms. Garcia will be eligible for an annual bonus of up to 50% of her base salary, based on individual and Company performance metrics established by the Chief Executive Officer. Any bonus for 2026 will be pro rated based on her start date and, if earned, paid following completion of the Company’s audited financial statements for the year.
She will also be eligible to receive a one-time restricted stock unit award with a target value of $300,000, subject to board approval and vesting over three years, and to participate in the Company’s annual executive equity program.
If Ms. Garcia’s employment is terminated by the Company without “Cause,” she will be entitled to six months of base salary, a pro rata portion of any earned bonus, and Company-paid COBRA premiums for up to six months, subject to a release of claims. She will also be eligible to participate in the Company’s benefit plans, and her employment will be at-will.
There are no arrangements or understandings between Ms. Garcia and any other person pursuant to which she was appointed as Chief Financial Officer, and there are no family relationships between Ms. Garcia and any director or executive officer of the Company.
The foregoing summary of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8‑K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 28, 2026, the Company issued a press release announcing the Chief Financial Officer transition described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8‑K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
2
Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CYCURION, INC. | ||||||||||||||
| Date: | June 2, 2026 | By: | /s/ L. Kevin Kelly | |||||||||||
| Name: | L. Kevin Kelly | |||||||||||||
| Title: | Chief Executive Officer | |||||||||||||
4
May 21, 2026 Ana L. Garcia ........................ ........................ Dear Ana, We are pleased to extend this offer of employment to you for the position of Chief Financial Officer at Cycurion, Inc. This offer is subject to the successful completion of customary onboarding requirements, including a successful background check, drug screening, and successful completion of your I-9 employment verification. Your employment with Cycurion, Inc. will commence on June 01, 2026, and will be on an at-will basis. You will serve as Chief Financial Officer, reporting directly to the Chief Executive Officer. Key responsibilities, performance expectations, and KPIs for the role are outlined in Exhibit A. Base Salary Your initial base salary will be $300,000 per year, payable in accordance with the Company’s standard payroll practices and subject to applicable tax withholdings. Work Location Cycurion, Inc. operates as a remote-first company. You will work primarily from your home office, with occasional travel as required for business needs, including in-person meetings with the team, the Board of Directors, investors, and auditors. Bonuses During the Term of Employment, for each fiscal year commencing with the fiscal year beginning January 1, 2026, you will be eligible to receive an annual bonus (each, a "Bonus") of up to 50% of your base salary, based on the achievement of individual and Company performance metrics established by the Chief Executive Officer in their sole discretion. For the 2026 fiscal year, any Bonus will be prorated based on the number of days you are employed during 2026. Any Bonus earned for a fiscal year will be paid during the following fiscal year as soon as reasonably practicable after the Company's audited financial statements are released, but no later than thirty (30) days thereafter. To be eligible to receive a Bonus, you must remain employed by the Company through the Bonus payment date.
Equity Offering The Company will structure a separate equity agreement, to be provided under separate cover, that will include: • A one-time grant of $300,000 of RSUs (valued at the current 409A valuation), subject to a three-year vesting schedule commencing on the employment start date. • Eligibility to participate in the Company’s annual executive equity refresh program. *All equity awards are subject to approval by the Chief Executive Officer, and the Company’s Board of Directors. Severance If the Company terminates your employment without Cause (as defined below), or if your employment is terminated by the Company without Cause in connection with a Change of Control, you will receive severance benefits consisting of: (i) six (6) months of your then-current base salary, payable in accordance with the Company's standard payroll practices; (ii) a pro-rata portion of any earned Bonus for the year of termination; and (iii) if you elect continuation coverage under COBRA, Company-paid premiums for up to six (6) months following your termination date, or until you become eligible for group health coverage through another employer, whichever occurs first. These severance benefits are subject to your execution of a general release of claims in a form acceptable to the Company, which release must become effective and irrevocable within sixty (60) days following your termination date. Definition of Cause For purposes of this letter, “Cause” means any of the following: (i) commission of any act of fraud or any material act of dishonesty; (ii) conviction of a felony; (iii) indictment for, or plea of guilty or nolo contendere to, a felony charge or any criminal act involving moral turpitude; (iv) breach of any material provision of the Company’s Confidentiality, Intellectual Property Assignment, and Restrictive Covenants Agreement; (v) being under the influence of drugs or alcohol (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) while performing your duties and responsibilities for the Company; or (vi) repeated refusal or failure to carry out any lawful and reasonable directive of the Company’s board of directors following receipt of written notice and opportunity to cure. Benefits You will be entitled to participate in all medical, vision, dental, hospitalization, accidental death and dismemberment, disability, travel and life insurance plans, and any savings, retirement and profit- sharing plans as are offered by the Company from time to time, subject to the general eligibility and participation provisions set forth in such plans. The Company reserves the right to amend or terminate any or all employee benefit plans at any time. PTO and Holidays You will be entitled to unlimited paid time off (“PTO”) during the Term of Employment in accordance with the Company’s Executive PTO Policy, as amended from time to time. PTO may be taken at mutually agreed upon times, provided such time off does not materially interfere with your duties and responsibilities. Unused PTO may not be carried forward into any subsequent
calendar year and will not be paid out upon termination of employment unless required by Company policy or applicable law. You will also be entitled to Company holidays in accordance with the Company’s policies and employee handbook. Additional Agreements As a condition of your employment, you will be required to execute the Company’s standard Confidentiality, Intellectual Property Assignment, and Restrictive Covenants Agreement. This offer letter, together with the agreements referenced above and Exhibit A, constitutes the entire agreement between you and the Company regarding your employment and supersedes and replaces in its entirety any and all prior agreements, offer letters, term sheets, discussions, representations, or understandings between you and the Company, whether written or oral. This agreement shall be governed by the laws of the State of Delaware without regard to conflict of laws principles. We look forward to the opportunity to work together with you. Please indicate your acceptance of this employment offer by signing below. Regards, L. Kevin Kelly, , Cycurion, Inc. Ana Garcia Signature _______________________ Signature___________________ Date___________________________ Date_______________________
Exhibit A – Cycurion, Inc. symbol CYCU. The CFO reports directly to the C will help - cybersecurity, AI- nt and enterprise markets. compliance requirements. - - plans, rolling forecasts, scenario analysis, backlog conversion visibility, and margin performance tracking. discipline, working capital performance, and cash conversion. - risk indicators, and performance dashboards. investor- -quality talent development. Partner cross- Ensure compliance with applicable tax, audit, regulatory, and corporate governance requirements. environments is strongly preferred.
Strong understanding of liquidity management, capital markets readiness, and investor-facing -close performance tracking, is highly desirable. Leadership Competencies High integrity and sound judgment in a regulated public company environment. audiences. Metrics: On- -close adjustments and audit rework versus current baseline. Metrics: Forecast-to-actual variance within agreed tolerance by Q4; monthly KPI dashboard 3. Margin Improvement and Cost Discipline Metrics: Metrics: 13-week cash forecast implemented within 60 days; weekly liquidity review cadence 5. Internal Controls and Audit Readiness Metrics: preparedness. 6. Capital Markets and Investor Support
analysts, lenders, and the Board. Metrics: Standardized investor- -close Metrics: within 60 days of close. 8. Team and Infrastructure Development systems, policies, and process scalability. Metrics: Success in this role -term Ana
Exhibit 99.1
Cycurion Executes Seamless Chief Financial Officer Transition with Appointment of Ana Garcia
May 28, 2026
MCLEAN, Va., May 28, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a pioneering AI-driven cybersecurity and government technology solutions provider, today announced the appointment of Ana Garcia as Chief Financial Officer, effective June 1, 2026. Ms. Garcia succeeds Alvin McCoy III, who will step down as Chief Financial Officer on May 31, 2026 and transition into a strategic advisory role focused on advancing the Company’s strategic growth initiatives.
Ms. Garcia brings more than 20 years of senior finance leadership experience across public and private technology companies, including businesses in financial services, tech-enabled services and subscription software. Most recently, she served as Vice President of Finance and Interim Chief Financial Officer at KLDiscovery, a global provider of electronic discovery, information governance, and data recovery services. Earlier in her career, she held senior finance positions at Edelman Financial Services (now Edelman Financial Engines), MicroStrategy (now Strategy Inc.), Spacenet, Inc. (now SageNet), and Savvis (now Lumen Technologies), where she built high-performing FP&A teams, led board-level reporting, and supported M&A execution and post-merger integration.
“Ana is an outstanding addition to our leadership team,” said Kevin Kelly, Chairman and Chief Executive Officer of Cycurion. “Her extensive public-company expertise, operational rigor, and proven ability to scale finance functions will be instrumental as we drive both organic growth and strategic M&A. This leadership transition is smooth and positions us well for our next phase of growth. I also want to thank Alvin for his significant contributions and am pleased he will continue supporting our momentum in a strategic advisory capacity.”
About Cycurion, Inc.
Based in McLean, Virginia, Cycurion (NASDAQ: CYCU) is a forward-thinking provider of IT cybersecurity solutions and AI, committed to delivering secure, reliable, and innovative services to clients worldwide. Specializing in cybersecurity, program management, and business continuity, Cycurion harnesses its AI-enhanced ARx platform and expert team to empower clients and safeguard their operations. Along with its subsidiaries, Axxum Technologies LLC, Cloudburst Security LLC, and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed to securing the digital future. For more information, visit www.cycurion.com.
Forward-Looking Statements
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the operations and prospective growth of Cycurion’s business.
Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Such statements include, but are not limited to, statements regarding he expected benefits of the Company’s leadership transition, including the contributions of the incoming Chief Financial Officer and the ongoing advisory role of the outgoing Chief Financial Officer, the acceleration of the Company’s inorganic growth strategy; the continued execution on the Company’s backlog; and other statements that are not historical facts, including statements which may be accompanied by words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements.
All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Cycurion and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, risks related to customer performance and satisfaction, contract modifications, delays or terminations, and the Company’s ability to fulfill contractual obligations, the outcomes of the Company’s investigations, any potential legal proceedings, or the future performance of the Company’s stock. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed by Cycurion with the U.S. Securities and Exchange Commission. Cycurion anticipates that subsequent events and developments may cause its plans, intentions, and expectations to change. Cycurion assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Cycurion’s plans and expectations as of any subsequent date.
Cycurion Investor Relations:
(888) 341-6680
Cycurion Media Relations:
(888) 341-6680
2