CYCU 8-K
Cycurion, Inc. (CYCU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On May 7, 2026, Cycurion, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cycurion Merger Sub-Halo, Inc., Cycurion Merger Sub-havenX, Inc., Halo Privacy, Inc. (“Halo”), havenX, Inc. (“havenX”), and Shareholder Representative Services LLC, as the Company Group Equityholder Representative. The Merger Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 26, 2026, and a copy of the Merger Agreement was filed as Exhibit 2.1 thereto. Unless otherwise defined herein, capitalized terms used in this Current Report on Form 8-K shall have the meanings ascribed to such terms in the Merger Agreement.
The closing of the transactions contemplated by the Merger Agreement (the “Transactions”) is subject to the satisfaction or waiver of certain closing conditions by the Closing Date as set forth in Article III of the Merger Agreement, including the effectiveness of the Key Employee Agreements, the delivery by Halo and havenX of specified closing deliverables, and the fulfillment of other conditions precedent. If the Closing of the Transactions has not occurred by July 31, 2026 (the “Outside Date”), the parties may terminate the Merger Agreement subject to certain conditions.
As of the date hereof, it is unlikely that Halo and havenX can satisfy a material closing condition by the Outside Date, which requires the Key Employee Agreements to be fully effective prior to closing, because a Key Employee has provided written notice that he will not commence employment with the Company following the closing of the Transactions. In addition, Halo and havenX have still failed to deliver the required audited consolidated financial statements and related financial information, and the Estimated Closing Cash Consideration and supporting calculations, which are closing conditions under the Merger Agreement.
Despite the passage of time and the Company’s efforts to advance the Transactions toward closing, as of the date hereof, Halo and havenX have not delivered the foregoing items in advance of the Outside Date and the Transactions have not been consummated.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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: | July 29, 2026 | By: | /s/ L. Kevin Kelly | |
| Name: | L. Kevin Kelly | |||
| Title: | Chief Executive Officer | |||