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
Date
of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
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Registrant’s
telephone number, including area code:
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) | |
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| 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:
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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).
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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.
Item 1.01 Entry into a Material Definitive Agreement.
On September 2, 2025, Cycurion, Inc. (the “Company” or “Cycurion”) entered into a stock-for-stock exchange agreement (the “Stock-for-Stock Exchange Agreement”) with iQSTEL Inc. (“IQSTEL”). Under the terms of the agreement, Cycurion and IQSTEL will issue $1,000,000 worth of its common stock to the other company, with the number of shares being calculated by dividing $1,000,000 by the applicable per-share price of the issuing company’s common stock. Each company plans to distribute up to 50% of the shares received as stock dividends to its shareholders whereby IQSTEL shareholders will receive Cycurion shares and Cycurion shareholders will receive IQSTEL shares.
The Stock-for-Stock Exchange Agreement filed as Exhibit 10.1 is incorporated by reference herein. The description of the terms of the Stock-for-Stock Exchange Agreement is not complete and is qualified in its entirety by reference to Exhibit 10.1.
Item 8.01 Other Events.
On September 2, 2025, the Company issued a press release announcing that it will present a corporate overview at the H.C. Wainwright 27th Annual Global Investment Conference. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On September 3, 2025, the Company announced the execution of the Stock-for-Stock Exchange Agreement with IQSTEL. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Stock-for-Stock Exchange Agreement with IQSTEL, dated September 2, 2025 | |
| 99.1 | Press Release dated September 2, 2025 | |
| 99.2 | Press Release dated September 3, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: September 3, 2025 | By: | /s/ L. Kevin Kelly |
Name: Title: |
L. Kevin Kelly Chief Executive Officer | |
Exhibit 10.1
STOCK-FOR-STOCK EXCHANGE AGREEMENT
This Stock-for-Stock Exchange Agreement (the “Agreement”) is entered into as of September, 02 2025 (the “Effective Date”), by and between: IQSTEL Inc., a corporation organized under the laws of the State of Nevada with its principal office at 300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 (“IQSTEL”), and Cycurion, Inc., a corporation organized under the laws of State of Delaware, with its principal office at 1640 Boro Place, Fourth Floor McLean, Virginia 22102 (“CYCU”). IQSTEL and CYCU are collectively referred to as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, IQSTEL, through its subsidiaries, operates as a global connectivity and technology corporation with a commercial presence in more than 20 countries across four continents and established commercial relationships with over 600 telecom operators worldwide;
WHEREAS, CYCU is a cybersecurity company with deep expertise in protecting digital infrastructure, and both parties desire to collaborate strategically on the development and commercialization of advanced cybersecurity and AI-driven solutions;
WHEREAS, IQSTEL and CYCU have entered into a strategic alliance to collaborate on launching cybersecurity services to IQSTEL’s global customer base and expanding CYCU’s international footprint through IQSTEL’s network and platform;
WHEREAS, the Parties have identified six pillars of collaboration forming the foundation of their joint initiatives:
1. Cybersecurity for Telecom Carrier Infrastructure – Developing advanced cybersecurity solutions to protect telecom operations including destination rates, routing engine rules, billing and accounting systems, CRM and ERP platforms, and sensitive financial data.
2. White-Label Cybersecurity Services (“Cyber Shield”) – Offering a white-label platform for telecom operators to provide cybersecurity services to enterprises, SMBs, and consumers, thereby unlocking new high-margin revenue streams.
3. AI-Driven Operational Optimization for Cycurion – Leveraging IQSTEL Intelligence to reduce costs, optimize operations, and accelerate execution of high-value contracts.
4. AI-Powered Next-Generation Cybersecurity Platform – Jointly developing an advanced AI- enhanced cybersecurity system for telecom operators and large-scale ecosystems, positioning the Parties as leaders in proactive cyber defense.
5. Time-to-Market in H2 2025 – Coordinated launch of commercial solutions in the second half of 2025 through joint product development, packaging, and go-to-market strategies.
6. Cybersecurity Market Opportunity – Capitalizing on a market projected to exceed $500 billion by 2030, with IQSTEL’s global reach providing a platform for large-scale commercialization.
WHEREAS, the Parties are exploring the integration of IQSTEL Reality Border’s AI capabilities into CYCU’s cybersecurity suite to further enhance the value of the partnership;
WHEREAS, to solidify the strategic relationship and align their mutual interests, the Parties desire to exchange shares of their respective common stock as more fully set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. STOCK EXCHANGE
1.1 Issuance of CYCU Shares to IQSTEL. CYCU shall issue to IQSTEL, and IQSTEL shall accept, a number of shares of common stock of CYCU (the “CYCU Shares”) with an aggregate value of One Million U.S. Dollars ($1,000,000), based on the applicable per share price set forth in Section 1.3.
1.2 Issuance of IQSTEL Shares to CYCU. IQSTEL shall issue to CYCU, and CYCU shall accept, a number of shares of common stock of IQSTEL (the “IQSTEL Shares”) with an aggregate value of One Million U.S. Dollars ($1,000,000), based on the applicable per share price set forth in Section 1.3. The issuance of CYCU Shares to IQSTEL and IQSTEL Shares to CYCU shall be referred herein as the “Exchange”.
1.3 Valuation and Calculation of Share Exchange. The CYCU Shares and the IQSTEL Shares to be issued pursuant to this Agreement shall be calculated by dividing One Million U.S. Dollars (USD $1,000,000) by the applicable per share price of the issuing Party’s common stock, determined as follows:
(a) The per share price shall be the lower of (i) the Nasdaq Official Closing Price of the issuing Party’s common stock on the trading day immediately preceding the execution of this Agreement, or (ii) the average Nasdaq Official Closing Price of the issuing Party’s common stock over the five (5) consecutive trading days immediately preceding the execution of this Agreement.
(b) The Parties shall confirm in writing the exact number of CYCU Shares and IQSTEL Shares to be issued hereunder prior to the Closing (as defined below).
1.4 Delivery of Shares. The issuance and delivery of the CYCU Shares and IQSTEL Shares (the “Closing”) shall occur simultaneously on the third business day following the Effective Date, but not later than within thirty (30) business days following the Effective Date (the “Closing Date”), or such other date as mutually agreed by the Parties. The shares shall be delivered in book-entry form through the respective transfer agents of the Parties or as otherwise agreed.
1.5 Consideration. The exchange of CYCU Shares for IQSTEL Shares under this Agreement shall be issued for no cash consideration. When issued, the CYCU Shares and IQSTEL Shares shall be deemed duly authorized, fully paid and non-assessable.
2. REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of CYCU. CYCU represents and warrants to IQSTEL that:
(a) CYCU is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation;
(b) CYCU has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder;
(c) This Agreement has been duly executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms;
(d) the CYCU Shares, when issued, will be duly authorized, validly issued, fully paid, and non- assessable, and are free and clear of all liens, encumbrances, security interests and adverse claims;
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(e) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate or conflict with
(i) its organizational documents,
(ii) any agreement or instrument to which it is a party, or
(iii) any applicable law or regulation;
(f) the CYCU Shares will be issued and exchanged in compliance with all applicable federal and state securities laws;
(g) CYCU understands that the purchase or sale of a publicly traded security while in possession of material, nonpublic information, not previously disclosed, is prohibited under any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule or regulation (the “Laws”), including Rule 10b-5 promulgated by the U.S. Securities and Exchange Commission (“SEC”) pursuant to Section 10b of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and could lead to civil and/or criminal prosecution;
(h) CYCU has made all required filings with the SEC, including all reports, schedules, forms, statements and other documents filed or required to be filed by CYCU with the SEC pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, including material filed pursuant to Section 13(a) or 15(c) of the Exchange Act, in each case, together with all exhibits, supplements, amendments and schedules thereto, and all documents incorporated by reference therein (“SEC Filings”). The SEC Filings were prepared in accordance with and, as of the date on which each such SEC Filing was filed with the SEC, complied in all material respects with the applicable requirements of the Securities Act and Exchange Act. None of such SEC Filings, including, without limitation, any financial statements, exhibits and schedules included therein and documents incorporated therein by reference, at the time filed, declared effective or mailed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(i) No event, liability, development or circumstance has occurred or exists with respect to the business, properties, liabilities, operations (including results thereof) or condition (financial or otherwise) of CYCU and its subsidiaries, taken as a whole, that (i) would be required to be disclosed by CYCU under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by CYCU of its shares of common stock and which has not been publicly announced or (ii) could have result in (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of a Party and its subsidiaries, taken as a whole, or (iii) a material adverse effect on a Party’s ability to perform in any material respect on a timely basis its obligations under this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect;
(j) no consent, approval, order, or authorization of any third party or governmental authority is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for those that have been obtained and are in full force and effect as of the Closing.
2.2 Representations and Warranties of IQSTEL. IQSTEL represents and warrants to CYCU that:
(a) IQSTEL is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation;
(b) IQSTEL has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder;
(c) This Agreement has been duly executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms;
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(d) the IQSTEL Shares, when issued, will be duly authorized, validly issued, fully paid, and non- assessable, and are free and clear of all liens, encumbrances, security interests and adverse claims;
(e) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate or conflict with
(i) its organizational documents,
(ii) any agreement or instrument to which it is a party, or
(iii) any applicable law or regulation;
(f) the IQSTEL Shares will be issued and exchanged in compliance with all applicable federal and state securities laws;
(g) IQSTEL understands that the purchase or sale of a publicly traded security while in possession of material, nonpublic information, not previously disclosed, is prohibited under the Laws, including Rule 10b-5 promulgated by the SEC pursuant to Section 10b of the Exchange Act, and could lead to civil and/or criminal prosecution;
(h) IQSTEL has made all required with the SEC. The SEC Filings were prepared in accordance with and, as of the date on which each such SEC Filing was filed with the SEC, complied in all material respects with the applicable requirements of the Securities Act and Exchange Act. None of such SEC Filings, including, without limitation, any financial statements, exhibits and schedules included therein and documents incorporated therein by reference, at the time filed, declared effective or mailed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(i) No event, liability, development or circumstance has occurred or exists with respect to the business, properties, liabilities, operations (including results thereof) or condition (financial or otherwise) of IQSTEL and its subsidiaries, taken as a whole, that (i) would be required to be disclosed by IQSTEL under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by IQSTEL of its shares of common stock and which has not been publicly announced or (ii) could have a Material Adverse Effect;
(j) no consent, approval, order, or authorization of any third party or governmental authority is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for those that have been obtained and are in full force and effect as of the Closing.
3. CONDITIONS TO CLOSING
3.1 Closing.
(a) Subject to the terms and conditions set forth in this Agreement, at the Closing, CYCU and IQSTEL shall issue such number of CYCU Shares and IQSTEL Shares, respectively, as provided in Section 1.3 herein.
(b) Each Party has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares as provided in Section 1.3 herein and in accordance with the applicable stockholder approval requirements of Nasdaq Marketplace Rule 5635.
(c) The Closing of the Exchange shall take place at the offices of of iQSTEL Inc, located at 300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually agree.
(d) On the Closing Date, each Party shall irrevocably instruct its transfer agent to issue to the other Party the number of shares as provided by Section 1.3 in book entry and each Party shall deliver the other items deliverable at Closing set forth in Section 3.2.
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3.2 Closing Deliveries.
(a) On or prior to the Closing, each Party shall issue, deliver or cause to be delivered to the other Party the following:
(i) this Agreement;
(ii) duly executed transfer agent instructions instructing the transfer agent to deliver to the other Party a book entry statement evidencing the number of shares included in the Exchange;
(iii) a certificate of the Secretary of each Party (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors approving the transactions contemplated by this Agreement and the issuance of the CYCU Shares and IQSTEL Shares by the respective party, (b) certifying the current versions of each Party’s current certificate of incorporation and bylaws, and (c) certifying as to the signatures and authority of persons signing the this Agreement;
(iv) a certificate evidencing the formation and good standing of CYCU and IQSTEL issued by the Secretary of State of Delaware and Secretary of State of Nevada, respectively, as of a date within five (5) Business Days of the Closing Date; and
(v) evidence that the CYCU Shares and IQSTEL Shares issued or to be issued to the other Party in accordance with the terms of this Agreement have been approved for trading on The Nasdaq Stock Market.
3.3 Conditions to Obligations of Both Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions:
(a) No governmental authority shall have enacted any law, rule, or regulation prohibiting the transactions contemplated hereby; and
(b) All necessary corporate approvals, including approval by the respective boards of directors of the Parties, shall have been obtained.
3.4 Additional Conditions to CYCU’s Obligations. CYCU’s obligation to issue the CYCU Shares is subject to IQSTEL’s representations and warranties being true and correct as of the Closing.
3.5 Additional Conditions to IQSTEL’s Obligations. IQSTEL’s obligation to issue the IQSTEL Shares is subject to CYCU’s representations and warranties being true and correct as of the Closing.
4. COVENANTS
4.1 Securities Law Compliance. Each Party shall comply with all applicable federal and state securities laws in connection with the issuance and transfer of the shares contemplated by this Agreement.
4.2 Furnishing Information. In order to sell shares under Rule 144, each Party shall use its commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Party after the date hereof pursuant to the Exchange Act. During such period, if the Parties are not required to file reports pursuant to the Exchange Act and if requested by the other Party, it will prepare and furnish to the other Party and make publicly available in accordance with Rule 144(c) such information as is required for the other Party to sell the shares under Rule 144.
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4.3 Further Assurances. Each Party agrees to execute and deliver such additional documents and take such further actions as may be reasonably necessary to effectuate the transactions contemplated by this Agreement.
4.4 Intention to Distribute Dividend. Each Party shall cooperate with the other Party to distribute fifty percent (50%) of the shares received pursuant to this Agreement to its respective shareholders as a dividend, subject to compliance with applicable laws, regulations, board approvals, and any necessary shareholder approvals.
4.5 Continued Collaboration. The Parties shall continue to work in good faith on the development of their strategic partnership, including the integration of technologies as described in the Recitals.
4.6 Exploration of Deeper Transactions. The Parties remain open to exploring deeper transactions in the future, including potential joint ventures or structural integrations, subject to mutual agreement and compliance with applicable laws.
4.7 Reservation of Shares. On and after the date hereof, each Party shall at all times reserve and keep available, free of preemptive or similar rights, a sufficient number of shares for the purpose of enabling the Exchange.
5 RESTRICTIONS
5.1 Restricted Securities. Each Party understands that the shares included in the Exchange have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act. Each Party understands that the shares are characterized as “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Party must hold the shares indefinitely unless the resale of the shares is subsequently registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each Party understands that no representation has been made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the shares offered hereunder.
5.2 Restrictive Legend. The Parties understand that any certificates or book entries evidencing the CYCU Shares and IQSTEL Shares may bear the following or substantially similar legends, reflecting the restricted nature of the shares which the Party has agreed in this Agreement:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS (I) SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, (II) SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OF SAID ACT, (III) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT, OR (IV) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT IS PROVIDED TO THE COMPANY. THE SECURITIES REPRESENTED HEREBY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
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5.3 Removal of Legends. The legend set forth in 5.2 above shall be removed and each Party shall issue a certificate (or book entry notation, as applicable) without such legend or any other legend to the holder of the applicable shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such shares are registered for resale under the Securities Act, (ii) such shares are sold or transferred pursuant to Rule 144, or (iii) such shares are eligible for sale under Rule 144, without the requirement for each Party to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Certificates (or book entry notations) for the shares subject to legend removal hereunder may be transmitted by the transfer agent to the other Party by crediting the DTC account of the Party’s broker or other DTC participant as directed by such Party.
6 CONDITIONS PRECEDENT
The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions precedent:
6.1 Accuracy of Representations and Warranties. The representations and warranties of the other Party shall be true and correct in all material respects as of the Closing.
6.2 Corporate Approvals. Each Party shall have delivered to the other Party copies of all necessary corporate approvals and resolutions authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby.
6.3 Absence of Legal Impediment. There shall be no injunction, order, decree, or legal restraint in effect prohibiting the consummation of the transactions contemplated by this Agreement.
6.4 Ancillary Agreements. All ancillary agreements, if any, to be executed and delivered pursuant to this Agreement, shall have been duly executed and delivered by the respective parties thereto.
7. TERMINATION
7.1 Termination. This Agreement may be terminated prior to the Closing: (a) By mutual written consent of the Parties; (b) By either Party if the Closing has not occurred within thirty (30) days of the Effective Date, provided that the terminating Party is not in breach of this Agreement; or (c) By either Party if the other Party materially breaches any representation, warranty, or covenant herein, and such breach is not cured within ten (10) days of written notice.
7.2 Effect of Termination. Upon termination, this Agreement shall be void and of no further effect, except that any liabilities arising prior to termination shall survive.
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8. MISCELLANEOUS
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
8.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
8.3 Amendments. This Agreement may not be amended except by a written instrument signed by both Parties.
8.4 Notices. All notices required under this Agreement shall be in writing and delivered to the respective addresses of the Parties set forth above, or to such other address as a Party may designate in writing.
8.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have executed this Stock-for-Stock Exchange Agreement as of the Effective Date.
| IQSTEL INC. | ||
| By: | /s/ Leandro Iglesias | |
| Name: | Leandro Iglesias | |
| Title: | Chief Executive Officer | |
| CYCURION, INC. | ||
| By: | /s/ L. Kevin Kelly | |
| Name: | L. Kevin Kelly | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Cycurion to Present at the H.C. Wainwright 27th Annual Global Investment Conference
NEW YORK, Sept. 02, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a premier cybersecurity and IT solutions provider announces that its Chief Executive Officer, Kevin Kelly, and Chief Financial Officer, Alvin McCoy, will present a corporate overview at the H.C. Wainwright 27th Annual Global Investment Conference. The conference is being held from September 8 – 10, 2025 at the Lotte New York Palace Hotel.
| Presentation Date: | September 5, 2025 |
| Time: | Available on-demand starting at 7:00 AM Eastern Time |
| Webcast Link: | https://journey.ct.events/view/d7dd54b4-7737-4230-a323-684122dc0223 |
A live webcast of the presentation can be accessed on the investor relations section of Cycurion’s website. A replay of the webcast will be archived and available following the event for approximately 90 days.
Mr. Kelly and Mr. McCoy will be available for one-on-one meetings throughout the conference. To request a meeting and to register for the conference, click below:
https://hcwevents.com/annualconference/
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, Cloudburst Security, and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed to securing the digital future.
More info: www.cycurion.com
Forward-Looking Statements
This press release contains statements that are forward-looking statements as defined within 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.
Many factors could cause Cycurion’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements described in this press release, including words such as “continue”, “expect”, “intend”, “will”, “hope”, “should”, “would”, “may”, “potential”, and other similar expressions. Such factors could include, among others, those detailed in its Registration Statement on Form S-1 and in its Annual Report on Form 10-K, each as filed with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in those filings with the SEC underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and Cycurion does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law. Cycurion cannot assure that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Individuals are cautioned that forward-looking statements are not guarantees of future performance and, accordingly, investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.
Investor Relations Contact: Cycurion Investor Relations
[email protected]
(888) 341-6680
Media
Relations Contact: Cycurion Communications
[email protected]
(888) 341-6680
Exhibit 99.2
IQSTEL and Cycurion Execute $1 Million Stock Exchange, Announce Dividend Distribution and Strategic AI Cybersecurity Alliance
50% of the received shares to be distributed to respective shareholders creating strategic investor cross-ownership.
NEW YORK, Sept. 03, 2025 (GLOBE NEWSWIRE) — IQSTEL Inc. (NASDAQ: IQST) (“IQSTEL”) and Cycurion Inc. (NASDAQ: CYCU) (“Cycurion”) today announced the execution of their previously announced $1 million stock exchange , finalizing the mutual equity agreement that aligns both companies and strengthens their alliance to build a next-generation AI-driven cybersecurity powerhouse.
Under the terms of the agreement, each company will issue $1 million worth of its common stock to the other. The number of shares will be calculated by dividing USD $1,000,000 by the applicable per-share price of the issuing company’s common stock. The per-share price will be the lower of:
| (i) | the Nasdaq Official Closing Price on the trading day immediately preceding the execution of the agreement (September 2, 2025), or | |
| (ii) | the average Nasdaq Official Closing Price over the five consecutive trading days immediately preceding September 2, 2025. |
The exact number of IQSTEL and Cycurion shares to be issued will be confirmed in writing by both parties.
Note: Both parties will complete all necessary regulatory approvals for the issuance and distribution of the dividends and will make a proper public announcement once approvals are obtained.
Dividend Distribution – Enhancing Shareholder Value
Consistent with the agreement, each company plans to distribute up to 50% of the shares it receives as a stock dividend to its shareholders .
| ● | IQSTEL shareholders will receive Cycurion shares as a dividend. | |
| ● | Cycurion shareholders will receive IQSTEL shares as a dividend. |
This dividend effectively transforms investors of each company into co-owners of both businesses , creating stronger alignment and reinforcing the alliance’s long-term potential. The record date for the dividend will be announced later in a joint communication once the definitive regulatory steps are completed. Importantly, short sellers will not be entitled to the dividend.
Unlocking Shareholder Value
We believe this stock exchange cements the foundation of a mutual equity structure designed to align long-term interests, foster cross-selling opportunities, and maximize value creation. Together, IQSTEL and Cycurion represent a combined shareholder base of over 30,000 shareholders and weekly market liquidity in the millions of U.S. dollars.
“This transaction is transformative for both companies,” said Leandro Iglesias, CEO of IQSTEL . “By delivering immediate value through the planned dividend distribution and aligning our equity structures, we are setting a new standard for collaboration in AI-driven cybersecurity and connectivity.”
L. Kevin Kelly, CEO of Cycurion , added: “Finalizing this stock exchange unlocks the next phase of our collaboration. As equity partners, our strengths in U.S. government markets and global telecom will create powerful synergies for innovation and growth.”
Complementary Strengths – Powerful Synergies
| ● | IQSTEL brings a global business platform in telecommunications, fintech, AI, and digital services, with established relationships across 600+ telecom operators worldwide . | |
| ● | Cycurion contributes deep expertise in AI-driven cybersecurity with a strong foothold in the U.S. and government markets. |
Together, the companies will:
| ● | Develop and launch a state-of-the-art AI-driven cybersecurity solution , combining IQSTEL’s AI proprietary technologies with Cycurion’s cybersecurity expertise. | |
| ● | Cross-sell services , giving IQSTEL the ability to bring Cycurion’s cybersecurity products to its telecom clients worldwide, while Cycurion gains access to IQSTEL’s fintech and AI-driven offerings. | |
| ● | Accelerate product innovation through integrated R&D efforts , bringing next-gen cybersecurity and AI solutions to market faster. |
Looking Ahead
This executed transaction marks only the beginning of IQSTEL and Cycurion’s mutual equity journey. Both companies continue to explore opportunities for deeper collaboration, including joint ventures, expanded AI R&D, and new go-to-market strategies designed to scale revenues and capture additional market share.
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, Cloudburst Security, and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed to securing the digital future.
More info: www.cycurion.com
About IQSTEL Inc.
IQSTEL Inc. (NASDAQ: IQST) is a Global Connectivity, AI, & Digital Corporation providing advanced solutions across Telecom, High-Tech Telecom Services, Fintech, AI-Proprietary Solutions, and Cybersecurity. With operations in 21 countries and a team of 100 employees, IQSTEL serves a broad global customer base with high-value, high-margin services. Backed by a strong and scalable business platform, the company is forecasting $340 million in revenue for FY-2025, reinforcing its trajectory toward becoming a $1 billion tech-driven enterprise by 2027.
Forward-Looking Statements
This press release contains forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the operations and prospective growth of Cycurion’s and IQSTEL’s business. Many factors could cause Cycurion’s and IQSTEL’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements described in this press release.
Forward-looking statements include, but are not limited to, statements that express each company’s intentions, beliefs, expectations, strategies, predictions, or any other information relating to our future activities or other future events or conditions. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”, “could” and similar expressions, as they relate to each company or its respective management, identify forward-looking statements. These statements are based on current expectations, estimates, and projections about each company’s business based partly on assumptions made by management. Important factors that could cause actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: each company’s ability to successfully market its products and services; Each company’s continued ability to pay operating costs and ability to meet demand for its products and services; the amount and nature of competition from other telecom products and services; the effects of changes in the cybersecurity and telecom markets; each company’s ability to successfully develop new products and services; each company’s ability to complete complementary acquisitions and dispositions that benefit each company; each company’s success establishing and maintaining collaborative, strategic alliance agreements with its industry partners, including the equity exchange and the contemplated alliance between each company; each company’s ability to comply with applicable regulations; each company’s ability to secure capital when needed; and the other risks and uncertainties described in each company’s prior filings with the Securities and Exchange Commission.
These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may and are likely to differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release, and IQSTEL and Cycurion undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.
Investor Relations Contact: Cycurion Investor Relations
(888) 341-6680
Media
Relations Contact: Cycurion Communications
[email protected]
(888) 341-6680