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 | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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) | |
| 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
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.
Item 1.01 Entry into a Material Definitive Agreement
On September 26, 2025, Cycurion, Inc. (“Cycurion” or the “Company”) entered into the First Amendment to Stock-for-Stock Exchange Agreement (the “Amendment”) with iQSTEL, Inc. (“iQSTEL”). The Amendment modifies the Stock-for-Stock Exchange Agreement dated September 2, 2025 (the “Original Agreement”), which provided for a mutual exchange of $1,000,000 worth of common stock between the Company and iQSTEL, calculated based on the valuation methodology set forth in the Original Agreement.
The Amendment introduces two key changes to the Original Agreement:
| 1. | Dividend Payment Flexibility: The Amendment revises Section 4.4 of the Original Agreement to allow each party, at its sole discretion, to satisfy the $500,000 dividend obligation to its shareholders by distributing either (i) up to 50% of the shares received from the other party (i.e., up to 75,529 shares of iQSTEL common stock for Cycurion, based on 151,058 shares issued to Cycurion, and up to 1,933,488 shares of Cycurion common stock for iQSTEL, based on 3,866,976 shares issued to iQSTEL), or (ii) an equivalent value of its own authorized common stock, calculated using the valuation methodology set forth in Section 1.3 of the Original Agreement. If a party elects to distribute its own shares, it retains the full number of shares received from the other party. Each party is required to ensure that any shares distributed as a dividend comply with applicable federal and state securities laws and Nasdaq listing rules. | |
| 2. | Extended Timeline and Firm Dividend Deadline: The Amendment extends the timeline for the issuance and delivery of shares (the “Closing”) from 30 business days to 60 business days following the Effective Date of the Original Agreement (September 2, 2025), amending Sections 1.4 and 7.1(b). Additionally, it establishes a firm deadline of December 15, 2025, for completing all necessary regulatory filings (e.g., SEC filings, FINRA submissions, and Nasdaq notifications) to facilitate the dividend distribution by December 31, 2025. |
The Amendment also confirms the specific share counts for the exchange: iQSTEL will issue 151,058 shares of its common stock to Cycurion, and Cycurion will issue 3,866,976 shares of its common stock to iQSTEL, each with an aggregate value of $1,000,000, as determined under the valuation methodology in Section 1.3 of the Original Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K, and the Original Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 3, 2025, both of which are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
After approval by a majority of the Company’s stockholders (the “Majority Consenting Stockholders”) of an amendment to the Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”), Cycurion filed the Charter Amendment with the Delaware Secretary of State on September 29, 2025. The Charter Amendment increases the number of authorized shares of common stock of the Company from 100,000,000 to 300,000,000 shares of common stock and allows the Company to effect reverse stock splits of the Company’s shares of common stock.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 28, 2025, the Majority Consenting Stockholders of the Company’s issued and outstanding common stock and preferred voting stock of record (which includes the Series A, C, E, F and G Convertible Preferred Stock) as of August 13, 2025 (the “Record Date”) approved certain actions by written consent (“Written Consent”). As of the Record Date, there were 51,700,173 shares of common stock issued and outstanding and 114,851 shares of preferred voting stock (which convert into 17,430,424 shares of common stock). As of the Record Date, the Majority Consenting Stockholders held 17,908,343 shares of common stock and 114,851 shares of preferred voting stock (which convert into 17,430,424 shares of Common Stock), and therefore held 35,338,767 shares of voting stock out of the 69,130,597 shares of voting stock issued and outstanding, or 51.11% of the voting stock. Pursuant to the Written Consent, the Majority Consenting Stockholders:
| (1) | elected six directors, L. Kevin Kelly, Emmit McHenry, Peter Ginsberg, Reginald S. Bailey, Sr., Kevin E. O’Brien and Irving Minnaker, to the Company’s board of directors until the annual meeting of stockholders to be held in 2026; | |
| (2) | ratified the appointment of WWC, P.C. as the Company’s independent registered public accounting firm for the Company’s fiscal year 2025; | |
| (3) | approved, on an advisory, non-binding basis, the compensation of our named executive officers; | |
| (4) | recommended, on a non-binding basis, a one-year frequency of future advisory votes on compensation of named executive officers; | |
| (5) | approved the Charter Amendment to increase the number of authorized shares of common stock from 100,000,000 to 300,000,000; | |
| (6) | approved the Charter Amendment to effect one or more reverse stock splits of our shares of common stock at a reverse stock split ratio ranging between and including 3:1 to 75:1 and in the aggregate not more than 250:1, inclusive; and | |
| (7) | increased the number of authorized shares issuable under the 2025 Equity Incentive Plan from 10,000,000 to 25,000,000 shares of common stock. |
The Company filed a preliminary Information Statement on Schedule 14C on August 28, 2025 and a definitive Information Statement on Schedule 14C on September 9, 2025 (the “DEF 14C”) with the U.S. Securities and Exchange Commission with respect to the matters described above and approved by the Majority Consenting Stockholders. Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the matters set forth above are effective twenty (20) days after the DEF 14C was mailed to stockholders of the Company. The Company completed such mailing of the DEF 14C on September 9, 2025, thereby making the matters set forth effective on September 29, 2025, under Exchange Act Rule 14c-2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Amendment to the Second Amended and Restated Certificate of Incorporation | |
| 10.1 | Amendment to Stock-for-Stock Exchange Agreement, dated September 26, 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 29, 2025 | By: | /s/ L. Kevin Kelly |
Name: Title: |
L. Kevin Kelly Chief Executive Officer | |
Exhibit 3.1
AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
September 29, 2025
Cycurion, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Cycurion, Inc.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 28, 2021 (the “Original Certificate”).
2. The Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”), was duly adopted by the Board of Directors of the Corporation (the “Board”) on January 11, 2022 and the stockholders of the Corporation in accordance with Sections 228, 242, and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).
3. The Amended and Restated Certificate was amended on January 13, 2023, July 11, 2023, January 10, 2024, April 10, 2024, July 2, 2024, October 9, 2024, and January 8, 2025 as filed with the Secretary of State of the State of Delaware.
4. The Second Amended and Restated Certificate (this “Second Amended and Restated Certificate”) was duly adopted by the Board on January 10, 2025 and the stockholders of the Corporation in accordance with Sections 228, 242, and 245 of the DGCL.
5. This Amendment to the Second Amended and Restated Certificate amends the Second Amended and Restated Certificate.
6. This Amendment to the Second Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
7. The text of Section 4.1 is hereby amended and restated to read in full as follows:
| (a) | Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, that the Corporation is authorized to issue is 320,000,000 shares, consisting of (a) 300,000,000 shares of common stock (the “Common Stock”) and (b) 20,000,000 shares of preferred stock (the “Preferred Stock”). | ||
| (b) | Reverse Stock Split. Effective as of 12:01 a.m. Eastern Time on the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, or such later date as is chosen by the Board and set forth in the Certificate of Amendment (the “Effective Time”), each share of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate or book entry position which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment (without interest and subject to withholding taxes, as applicable) equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled multiplied by the closing price of Common Stock on the Nasdaq Stock Market on the first business day immediately preceding the Effective Time (as adjusted in good faith by the Corporation to account for the reverse stock split ratio). The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent. Each certificate or book entry position that immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry position has been combined, subject to the elimination of fractional interests set forth above.” |
IN WITNESS WHEREOF, Cycurion, Inc. has caused this Amendment to the Second Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| CYCURION, INC. | ||
| By: | /s/ L. Kevin Kelly | |
| Name: | L. Kevin Kelly | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
FIRST AMENDMENT TO STOCK-FOR-STOCK EXCHANGE AGREEMENT
This First Amendment to Stock-for-Stock Exchange Agreement (the “Amendment”) is entered into as of September 26, 2025 (the “Amendment 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 the State of Delaware, with its principal office at 1640 Boro Place, Fourth Floor, McLean, Virginia 22102 (“CYCU”) (collectively, the “Parties,” and each, a “Party”).
RECITALS
WHEREAS, the Parties entered into a Stock-for-Stock Exchange Agreement dated September 2, 2025 (the “Original Agreement”), pursuant to which CYCU agreed to issue IQSTEL, and IQSTEL agreed to accept, a number of shares of common stock of CYCU with an aggregate value of $1,000,000 and IQSTEL agreed to issue CYCU, and CYCU agreed to accept, a number of shares of common stock of IQSTEL with an aggregate value of $1,000,000;
WHEREAS, the Parties desire to amend the Original Agreement to (i) provide flexibility for each Party to distribute a $500,000 dividend using its own common stock instead of the shares received from the other Party, at its sole discretion, and (ii) set a firm deadline of December 31, 2025, for the dividend distribution process, to enhance operational flexibility while preserving the strategic partnership and mutual benefits outlined in the Original Agreement;
WHEREAS, pursuant to Section 8.3 of the Original Agreement, the Original Agreement may be amended by a written instrument signed by both Parties; and
WHEREAS, the Parties have agreed to execute this Amendment to effectuate these changes in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Amendment to Section 1 (Stock-for-Stock Exchange)
Section 1 of the Original Agreement is hereby amended to confirm that iQSTEL shall issue to CYCU 151,058 shares of iQSTEL common stock, and CYCU shall issue to iQSTEL 3,866,976 shares of CYCU common stock, each with an aggregate value of One Million U.S. Dollars ($1,000,000), in accordance with the valuation methodology set forth in Section 1.3 of the Original Agreement.
2. Amendment to Section 4.4 (Intention to Distribute Dividend)
Section 4.4 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
4.4 Intention to Distribute Dividend. Each Party shall cooperate with the other Party to distribute a dividend with an equivalent value of Five Hundred Thousand U.S. Dollars ($500,000) to its respective shareholders, subject to compliance with applicable laws, regulations, board approvals, and any necessary shareholder approvals. At its sole discretion, each Party may elect to satisfy this dividend obligation by distributing either (i) up to fifty percent (50%) of the shares received from the other Party pursuant to Section 1 of this Agreement (i.e., up to 75,529 shares of iQSTEL common stock for CYCU, based on 151,058 shares issued to CYCU, and up to 1,933,488 shares of CYCU common stock for iQSTEL, based on 3,866,976 shares issued to iQSTEL), or (ii) an equivalent value of its own authorized common stock, calculated using the valuation methodology set forth in Section 1.3. If a Party elects to distribute its own shares of common stock, it shall retain the full number of shares received from the other Party under Section 1 in accordance with the Original Agreement. Each Party shall ensure that any shares distributed as a dividend comply with all applicable federal and state securities laws, including, if applicable, the registration or exemption requirements under the Securities Act and Nasdaq Listing Rules. Each Party shall use commercially reasonable efforts to complete all necessary regulatory filings, including SEC Filings, FINRA submissions, and Nasdaq notifications, by December 15, 2025, to facilitate the dividend distribution.
3. Amendment to Section 1.4 (Delivery of Shares)
Section 1.4 of the Original Agreement is hereby amended by deleting the phrase “not later than within thirty (30) business days following the Effective Date” and replacing it with “not later than within sixty (60) business days following the Effective Date.” The amended Section 1.4 shall read in its entirety as follows:
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 sixty (60) 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.
4. Amendment to Section 7.1(b) (Termination)
To conform with the extended timeline in Section 1.4, Section 7.1(b) of the Original Agreement is hereby amended by deleting the phrase “within thirty (30) days of the Effective Date” and replacing it with “within sixty (60) business days of the Effective Date.” The amended Section 7.1 shall read as follows:
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 sixty (60) business 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.
5. Addition of Section 4.8 (Regulatory Filings).
The Original Agreement is hereby amended to add Section 4.8, which shall read as follows:
4.8 Regulatory Filings. Each Party will (i) cooperate with the other in making all applicable SEC Filings, filings with the Financial Industry Regulatory Authority (“FINRA”), submissions to The Nasdaq Stock Market LLC and all other public and other disclosure requirements; (ii) use its reasonable best efforts to supply the other (or cause the other to be supplied) with any all necessary representations, opinions and other information that may be required to make such filings or submissions in (i) above, including without limitation, supplying any required financial statements or other information and any required consents of the Party’s independent account firm(s) regarding the inclusion of their opinions with respect to the Party’s financial statements that are included in a registration statement; and (iii) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by certain regulatory authorities, including without limitation, the SEC, The Nasdaq Stock Market LLC and FINRA. Each Party shall use commercially reasonable efforts to complete all required regulatory filings by December 15, 2025, to facilitate the dividend distribution by December 31, 2025.
| 2 |
6. Securities Law Compliance
Each Party represents and warrants that any shares issued as a dividend pursuant to the amended Section 4.4, whether its own shares or those received from the other Party, shall be issued in compliance with all applicable federal and state securities laws, including the Securities Act of 1933, as amended, and Nasdaq Listing Rules. Each Party shall use commercially reasonable efforts to timely file all required reports or obtain extensions as necessary to facilitate the resale of any restricted shares under Rule 144 of the Securities Act, as set forth in Section 4.2 of the Original Agreement.
7. No Other Changes
Except as expressly modified by this Amendment, all terms and conditions of the Original Agreement shall remain in full force and effect and are hereby ratified and confirmed by the Parties.
8. Governing Law
This Amendment 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, consistent with Section 8.1 of the Original Agreement.
9. Counterparts
This Amendment 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. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed original signatures.
10. Entire Agreement
This Amendment, together with the Original 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, relating to such subject matter.
| 3 |
IN WITNESS WHEREOF, the Parties have executed this Amendment to Stock-for-Stock Exchange Agreement as of the Amendment 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 |
| 4 |