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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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:
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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).
Emerging
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with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On August 20, 2025, Cycurion, Inc. (the “Company”), issued a press release providing additional information regarding the Company’s backlog. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On August 21, 2025, the Company announced that it has received formal notification on August 19, 2025 and August 20, 2025 from the Nasdaq Stock Market (“Nasdaq”) regarding its previous deficiencies. On August 19, 2025, Nasdaq determinted that the Company complies with Nasdaq Listing Rule 5450(b)(1)(A), which requires a minimum of $10,000,000 in stockholders’ equity (“Equity Rule”), based on the Company’s Form 10-Q for the period ended June 30, 2025, evidencing stockholders’ equity of $10,448,853. Reference is made to the April 11, 2025 notification for failure to maintain a minimum market value of listed securities of $50,000,000 over the previous 30 consecutive business days as set forth in Listing Rule 5450(b)(2)(A) (“MVLS Rule”). As the Company is now in compliance with the Equity Rule, Nasdaq notified the Company that the matter regarding the MVLS Rule is now closed. Additionally, on August 20, 2025, the Company received formal notification from Nasdaq, determining that for the last 10 consecutive business days, from August 5, 2025 to August 18, 2025, the Company’s market value of publicly held shares (“MVPHS”) has been $5,000,000 or greater set forth in Nasdaq Listing Rule 5450(b)(1)(C) (“MVPHS Rule”), and that the Company has regained compliance with the MVPHS Rule. 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 | |
99.1 |
||
| 99.2 | Press Release dated August 21, 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: August 22, 2025 | By: | /s/ L. Kevin Kelly |
Name: Title: |
L. Kevin Kelly Chief Executive Officer | |
Exhibit 99.1
Cycurion, Inc. Highlights $69 Million Contracted Backlog
Contracted backlog in addition to robust sales pipeline underpins positive 2026 outlook
MCLEAN, Va., Aug. 20, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a premier cybersecurity and IT solutions provider provides additional context to its robust $69 million backlog following a shareholder update call on August 19, 2025.
Cycurion has secured new awards in 2025. These multi-year contracts sum to a total of $69 million with a weighted average life of 1-5 years. This $69 million is incremental to the current existing revenue generating business. To date, the Company has recognized a small amount of revenue associated with these awards as there is a typical lag between signing and work scope initiation and delivery of service. However, customers have also been deferring commencing work due to a myriad of factors with some embedded DOGE roots. Nonetheless, the Company’s contracted backlog remains intact along with an active sales pipeline in the hundreds of millions, which are key reasons driving its bullish stance for 2026 and beyond.
Chairman and CEO Kevin Kelly said, “We strongly believe the combination of our positive, high confidence 2026 outlook underpinned by our contracted backlog added to what we believe is a vacuum of institutional support has resulted, in what we believe, is a severe mispricing of the stock. No doubt, DOGE has had a negative impact on Cycurion in 2025 as it has on many public and private peers focused on public sector IT services. We are at a fundamental trough, currently running at a $16 million annualized run-rate revenue. However, we have a clear line-of-sight of returning to a revenue growth profile along with positive adjusted EBITDA in the coming quarters. We believe at our current share price investors have a limited opportunity to enter into a highly positive asymmetric risk/reward investment proposition.”
Adding in the notable partnerships and inherent blue-sky opportunities with Cycurion’s partners who are growing global IT and telecom providers, iQSTEL and LSV Tech, and sizable associations such as NAACHO that provided the Company a gold star lead into roughly 3,500 state and local healthcare associations, the Company is optimistic regarding near and longer-term prospects.
Mr. Kelly concluded, “We are determined to deliver improved results for shareholders as we move into 2026 and beyond. We will continue to announce meaningful new awards and provide updates to our signed contracted backlog position. We thank our shareholders for their support, and we look forward to validating our positive outlook with tangible improved financial performance.”
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.
These statements, including expectations for revenue conversion from the backlog, the benefits of the iQSTEL alliance and stock exchange, and the success of the digital currency strategy, are based on management’s current expectations and are subject to risks and uncertainties, including economic conditions, regulatory changes, and the Company’s ability to address liquidity concerns. For a discussion of these risks, please refer to Cycurion’s filings with the SEC.
Investor Relations Contact: Cycurion Investor Relations
(888) 341-6680
Media Relations Contact: Cycurion Communications
(888) 341-6680
Exhibit 99.2
Cycurion Inc. Regains Compliance with Nasdaq Listing Requirements
MCLEAN, Va., Aug. 21, 2025 — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”) today announced that the Company has received formal notification on August 19, 2025 from the Nasdaq Stock Market (“Nasdaq”) determining that the Company complies with Nasdaq Listing Rule 5450(b)(1)(A), which requires a minimum of $10,000,000 in stockholders’ equity (“Equity Rule”), based on the Company’s Form 10-Q for the period ended June 30, 2025, evidencing stockholders’ equity of $10,448,853. Reference is made to the April 11, 2025 Nasdaq notification for failure to maintain a minimum market value of listed securities of $50,000,000 over the previous 30 consecutive business days as set forth in Listing Rule 5450(b)(2)(A) (“MVLS Rule”). As the Company is now in compliance with the Equity Rule, Nasdaq notified the Company that the matter regarding the MVLS Rule is now closed.
On August 20, 2025, the Company has received formal notification from Nasdaq, determining that for the last 10 consecutive business days, from August 5, 2025 to August 18, 2025, the Company’s market value of publicly held shares (“MVPHS”) has been $5,000,000 or greater set forth in Nasdaq Listing Rule 5450(b)(1)(C) (“MVPHS Rule”), and that the Company has regained compliance with the MVPHS Rule.
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
(888) 341-6680
Media Relations Contact: Cycurion Communications
(888) 341-6680