8-K - CYCU - Equibles

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): June 6, 2025

CYCURION,

INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-41214	86-3720717
(State<br> or other jurisdiction	(Commission	(IRS<br> Employer
of<br> incorporation)	File<br> Number)	Identification<br> No.)
1640<br> Boro Place, Fourth Floor
---	---
McLean,<br> Virginia	22102
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’stelephone number, including area code: (310) 740-0710

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.0001 per share	CYCU	The NASDAQ Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share	CYCUW	The NASDAQ Stock Market

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 8.01 Other Events.

On June 6, 2025, Cycurion, Inc. (the “Company” or “Cycurion”), issued a press release reporting its financial results for the first quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On June 6, 2025, the Company issued a press release announcing that the U.S. Securities and Exchange Commission filed a Form 25 notification of removal from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934 regarding the Units previously listed and registered by Western Acquisition Ventures Corp, the predecessor company prior to the business combination with Cycurion, and the continued listing and trading of Cycurion’s shares of common stock and warrants on The Nasdaq Global Market and The Nasdaq Capital Market under the symbols “CYCU” and “CYCUW”, respectively. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Forward-LookingStatements

This Form 8-K contains forward-looking statements, including statements about the financial condition, results of operations, earnings outlook and prospects of the Company. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the Company’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include, without limitation, our ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, our ability to regain compliance with the Listing Rule and our ability to become current with our reports with the U.S. Securities and Exchange Commission. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the SEC. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except to the extent required by applicable law, we do not undertake any obligation to update or revise forward-looking statements made by us to reflect subsequent events or circumstances.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated June 6, 2025
99.2	Press Release dated June 6, 2025
104	Cover<br> 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:<br> June 6, 2025	By:	/s/ L. Kevin Kelly
	Name:	L.<br> Kevin Kelly
	Title:	Chief<br> Executive Officer

Exhibit99.1

CycurionReports Financial Results for the First Quarter 2025

MCLEAN, Va., June 06, 2025 — Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions and AI, reports financial results for the first quarter ended March 31, 2025, and provides a corporate update.

FinancialHighlights

●	Revenues of $3.9 million.
●	Gross Profit of $677,673, up 95.4% year-over-year, with a 17.5% gross margin<br> increase in the first quarter of 2025 compared to $346,714 (8.2% gross margin) in the first<br> quarter of 2024, reflecting a focus on capturing and retaining more profitable business.
●	Adjusted EBITDA of $245,062 (6.3% margin) in the first quarter of 2025 compared to $(68,803)<br> in the first quarter of 2024, reflecting strong cost management coupled with both scalable<br> operating leverage and an optimized service mix that included a higher proportion of enterprise<br> clients and stronger government relationships, leading to a significant improvement in adjusted<br> EBITDA in the first quarter of 2025.
●	Net loss of $(10.2) million, consisting of $9.3 million in non-recurring pre-tax charges<br> of non-cash stock compensation expenses and $1.2 million in merger-related expenses, compared<br> to $(0.3) net loss in the first quarter of 2024.
●	Net loss per share of $(0.56) basic and fully diluted that included the aforementioned non-recurring<br> significant pre-tax charges, compared to $(0.02) in the first quarter of 2024.

Q12025 and Recent Strategic, Technological and Corporate Milestones

●	Listed and Began Trading on Nasdaq: Completed a business combination with Western Acquisition<br> Ventures Corp. in February 2025 and had its shares of common stock listed on the Nasdaq Global<br> Select Market.
●	Broader Rollout of AI-driven SaaS ARx Cybersecurity Platform: High margin, AI-driven cybersecurity<br> solutions have been instrumental in driving margin expansion, enhancing operational scale<br> and strengthening Cycurion’s market position, offering advanced capabilities to a wider<br> array of clients.
●	Strategic Partnerships Delivering Results: Long-term partnerships forged in both the public and<br> private sectors are beginning to yield tangible revenue-generating opportunities. These collaborations<br> validate Cycurion’s go-to-market strategy and enhance its credibility within the industry.<br> Notably, partnerships have already resulted positively. Includes SOC as Service, External<br> Attack Surface Management, Web Application Firewall and Virtual CISO Support & Consulting.
●	Backlog Reaching Record Levels: Witnessing a robust increase in its backlog of contracted work,<br> which has reached record levels the first quarter of 2025, reflecting strong client demand<br> for Cycurion’s scalable solutions, indicating a positive outlook for future revenue<br> streams.
●	New Contracts: Secured a $22 million multi-year contract with State Police Agency.

ManagementCommentary

Kevin Kelly, Cycurion CEO, stated, “As we look ahead, we remain optimistic about the continued demand for our high-margin services and innovative solutions. The company is committed to leveraging the growing client backlog and the success of the ARx platform to drive further growth. Additionally, our focus on nurturing strategic partnerships will be crucial in expanding our market presence and creating new revenue opportunities. Cycurion is poised for a strong 2025, driven by a strategic overhaul focused on sustainable growth and innovation. Over the past year, the company streamlined operations, significantly cutting General and Administrative (G&A) expenses while boosting gross profit for greater financial strength. We have invested heavily in AI-driven technology, sharpening its competitive edge. By pivoting away from low-margin clients to high-value opportunities, the Company has built a robust framework for organic growth while paving the way for expansion, entering 2025 with clear momentum and vision.”

AboutCycurion

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 with a commitment to securing the digital future.

ForwardLooking 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.

InvestorContact:

CORE IR

investors@cycurion.com

MediaContact:

Phone: (703) 555-0123

Email: media@cycurion.com

Non-GAAPFinancial Measures

Statements in this release include financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”) and also include non-GAAP financial measures that are provided as additional information to enhance the overall understanding of the Company’s current financial performance and not as an alternative to the consolidated interim financial statements presented in accordance with GAAP. Management uses these non-GAAP measures (earnings before interest, taxes, depreciation, and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow) to evaluate the Company’s financial performance. These terms might not be calculated in the same manner as, and thus might not be comparable to, similarly titled measures reported by other companies. The financial information tables that accompany this press release include reconciliations of net income to non-GAAP financial measures.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide a measure of the Company’s operating results in a manner that is focused on the performance of the Company’s core business on an ongoing basis, by removing the effects of non-operating and certain non-cash expenses. These non-operating and non-cash items are specifically identified in the reconciliations of GAAP measures to non-GAAP measures that accompany this release.

Free Cash Flow provides useful information to investors about the amount of cash generated by the business that can be used for strategic opportunities and is computed as Cash Flows from Operating Activities less both the Purchase of Property and Equipment & Purchase of Intangible Assets.

CYCURION, INC. AND ITS SUBSIDIARIES RECONCILIATION OF GAPP TO NON-GAAP MEASURES (Unaudited)

	Quarter ended
	March 31,
	2025			2024
Net income (loss)	$	(10,248,486	)	$	(312,475	)
Provision for income taxes		-			-
Interest expense		178,890			231,475
Depreciation of fixed assets		1,709			2,197
Amortization of software development costs		8,333			-
Gain on settlement of debt		(141,653	)		-
EBITDA (non-GAAP measure)	$	(10,201,207	)	$	(78,803	)
Stock compensation expense		9,250,000			10,000
Merger-related expense		1,196,269			-
Adjusted EBITDA (non-GAAP measure)	$	245,062		$	(68,803	)

Exhibit99.2

CycurionAnnounces Continued Listing and Trading of its Common Stock and Warrants on NASDAQ

MCLEAN, Va., June 06, 2025 — Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions and AI, announces continued listing and trading of its shares of common stock and warrants on NASDAQ.

On June 5, 2025, the SEC filed a Form 25 notification of removal from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934 regarding the Units previously listed and registered by Western Acquisition Ventures Corp, the predecessor company prior to the business combination with Cycurion. Cycurion’s shares of common stock and warrants continue to be listed and traded on The Nasdaq Global Market and The Nasdaq Capital Market under the symbols “CYCU” and “CYCUW”, respectively.