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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): August 13, 2025

 

CYCURION, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   001-41214   86-3720717
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

1640 Boro Place, Fourth Floor    
McLean, Virginia   22102
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone 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 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
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 August 13, 2025, Cycurion, Inc. (the “Company”), issued a press release highlighting its significant accomplishments. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

On August 14, 2025, the Company issued a press release announcing its financial results for the second quarter and first half of 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

On August 15, 2025, the Company issued a press release announcing that it plans to conference on Tuesday, August 19, 2025 at 5:00 p.m. ET to discuss its second quarter of 2025 results and future plans.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No.   Description
99.1   Press Release dated August 13, 2025
99.2   Press Release dated August 14, 2025
99.3   Press Release dated August 15, 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 15, 2025 By: /s/ L. Kevin Kelly
 

Name:

Title:

L. Kevin Kelly

Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Cycurion, Inc. to Announce Q2 2025 Financial Results on August 14, 2025, Celebrating Key Strategic Achievements

 

MCLEAN, Va., Aug. 13, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leading provider of cybersecurity and IT solutions, today announced that it plans to file its Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025 with the U.S. Securities and Exchange Commission on Thursday, August 14, 2025. Ahead of the filing, the Company is highlighting its significant accomplishments, including a transformative alliance with IQSTEL, an innovative cryptocurrency strategy through Cycurion Crypto, and other key partnerships that strengthen its position for future growth.

 

Strategic Highlights

 

IQSTEL Alliance and Stock Exchange :

 

Cycurion and IQSTEL signed a Memorandum of Understanding for a $1 million stock exchange, creating a mutual equity partnership to develop an AI-driven cybersecurity platform for the global telecom industry
This alliance leverages Cycurion’s cybersecurity expertise and IQSTEL’s network of over 600 telecom operators to unlock cross-selling opportunities and drive innovation
Notably, half of the exchanged stock will be distributed as a dividend to Cycurion shareholders, thus enhancing shareholder value

 

Cryptocurrency Strategy :

 

Through its wholly owned subsidiary, Cycurion Crypto, the Company has allocated $10 million from its $60 million equity line of credit to acquire Bitcoin and Ethereum as long-term holdings
This strategic initiative diversifies Cycurion’s financial portfolio, enhances shareholder value, and positions the Company at the forefront of the digital economy with a focus on transparency and regulatory compliance

 

The Company’s collaboration with the National Association of County and City Health Officials (NACCHO) strengthens its delivery of high-margin cybersecurity solutions to public health organizations, addressing critical digital threats. The alliance with LSV-TECH International Consortium expands Cycurion’s Managed Security Services Platform (MSSP) Cyber Shield into Latin America, leveraging LSV-TECH’s relationships with Colombian universities and its global partnership with Nokia to reach 135 countries.

 

On March 31, 2025, Cycurion acquired control of SLG Innovation, Inc. via a variable interest entity, enhancing its technology services portfolio and supporting long-term growth. Department of Government Efficiency (DOGE) budget cuts have contributed to a growing contract backlog, and management is focused on converting these delayed government contracts into revenue in the second half of 2025, particularly during the historically stronger third and fourth quarters. In the first half of 2025, Cycurion raised $0.3 million through an equity line and $3.7 million via warrant exercises, while converting outstanding convertible notes and promissory notes into equity to bolster its balance sheet.

 

“Our second quarter of 2025 results, which are planned to be shared this Thursday, will showcase our strategic progress,” said Kevin Kelly, Cycurion, Inc. CEO and Chairman. “Our alliance with IQSTEL, including a $1 million stock exchange with dividends to shareholders, creates a powerful platform for AI-driven cybersecurity innovation. Additionally, our Cycurion Crypto initiative, with a $10 million investment in Bitcoin and Ethereum, positions us to capitalize on the digital asset market. Combined with our partnerships with NACCHO and LSV-TECH, and our efforts to address DOGE-related delays, these achievements underscore our momentum toward sustainable growth.”

 

Financial Position Snapshot

 

As of June 30, 2025, Cycurion reported total assets of $30.7 million, up from $25.6 million as of December 31, 2024, driven by goodwill from the SLG acquisition. Stockholders’ equity stood at $10.4 million, an increase from $5.4 million as of December 31, 2024, reflecting equity issuances and conversions. The Company reported a working capital deficit of $14.3 million and an accumulated deficit of $18.7 million, with management actively pursuing strategies to improve liquidity.

 

 

 

 

Outlook

 

Cycurion is focused on converting its growing backlog, driven by DOGE-related delays, into revenue during the second half of 2025, particularly in the historically stronger third and fourth quarters. The Company’s alliance with IQSTEL, cryptocurrency strategy, and partnerships with NACCHO and LSV-TECH, combined with its core offerings in advisory consulting, managed security services, and Software-as-a-Service (SaaS) solutions, position it to navigate challenges and drive long-term value.

 

The second quarter of 2025 financial results will be detailed in Cycurion’s Form 10-Q, which are planned to be filed with the SEC on August 14, 2025.

 

About Cycurion, Inc.

 

Cycurion, Inc. is a premier provider of cybersecurity and IT solutions, specializing in risk management, information assurance, systems engineering, and help desk services. Headquartered in McLean, Virginia, Cycurion delivers innovative and reliable solutions to a diverse client base in a rapidly evolving digital threat landscape.

 

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 cryptocurrency 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 Contact

 

Cycurion Investor Relations

Email: [email protected]

Phone: (888) 341-6680

 

Media Contact

Cycurion Communications

Email: [email protected]

Phone: (888) 341-6680

 

 

 

 

Exhibit 99.2

 

Cycurion, Inc. Reports Financial Results for the Second Quarter of 2025

 

MCLEAN, Va., Aug. 14, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a premier cybersecurity and IT solutions provider, today announced its financial results for the second quarter and first half of 2025. Amid headwinds from Department of Government Efficiency (DOGE) budget reductions and postponed government contracts, Cycurion is prioritizing the conversion of its expanding contract pipeline, advancing its digital currency initiatives, and capitalizing on partnerships with NACCHO, LSV-TECH, and IQSTEL, among others, to fuel future growth.

 

Key Financial Results for the Second Quarter Ended June 30, 2025

 

Net Revenues: $3.9 million, a 22.3% decrease from $5.0 million in Q2 2024

 

Gross Profit: $0.2 million, a 77.0% decrease from $1.0 million in Q2 2024

 

Adjusted EBITDA: $(1.0) million, compared to $0.7 million in Q2 2024

 

Net Loss: $(5.3) million, or $(0.15) per basic and diluted share, compared to net income of $0.3 million, or $0.02 per basic share and $0.01 per diluted share, in Q2 2024

 

Cash and Cash Equivalents: $1.0 million at June 30, 2025 compared to $0.04 million at December 31, 2024

 

Key Financial Results for the Six Months Ended June 30, 2025

 

Net Revenues: $7.8 million, a 16.1% decrease from $9.2 million in the prior-year period

 

Gross Profit: $0.9 million, a 33.3% decrease from $1.4 million in the first half of 2024

 

Adjusted EBITDA: $(0.5) million, compared to $0.7 million in the prior-year period

 

Net Loss: $(15.5) million, or $(0.58) per basic share and $(0.57) per diluted share, versus a net loss of $(0.01) million, or $0.02 per basic share and $0.01 per diluted share, in the prior-year period

 

Management Commentary

 

“Although DOGE budget constraints and deferred contracts impacted our results in the first half of 2025, our third and fourth quarters have traditionally been robust, and we are encouraged by the potential to accelerate revenue from our expanding backlog,” stated Kevin Kelly, CEO and Chairman of Cycurion, Inc. “Through Cycurion Digital Currency’s innovative approach, alongside collaborations with NACCHO, LSV-TECH, and IQSTEL, we are well-equipped to meet rising cybersecurity needs and deliver sustained shareholder value.”

 

Business and Strategic Developments

 

Second-Half Expectations: Cycurion’s Q3 and Q4 have historically driven stronger results from seasonal contract cycles. The Company is actively pursuing conversions from its backlog, which has swelled amid DOGE delays, with anticipated advancements as federal funding stabilizes—though timelines are variable

 

Expanding Pipeline : DOGE cuts have contributed to a larger contract backlog; leadership is committed to realizing these opportunities in the latter half of 2025, contingent on easing government fiscal pressures

 

Digital Currency Initiative : The launch of Cycurion Digital Currency, a fully owned subsidiary, includes a $10 million commitment to Bitcoin and Ethereum investments, prioritizing long-term holdings, clear reporting, and adherence to regulations. This move broadens the Company’s portfolio in the dynamic digital economy

 

 

 

 

Key Collaborations:

 

NACCHO Collaboration: Teaming with the National Association of County and City Health Officials (NACCHO) enables Cycurion to offer premium cybersecurity services to public health entities, tackling urgent online risks

 

LSV-TECH Collaboration: Partnering with LSV-TECH International Consortium extends Cycurion’s MSSP Cyber Shield platform into Latin America, tapping into LSV-TECH’s ties with Colombian academic institutions and its Nokia-backed network spanning 135 nations

 

IQSTEL Collaboration: A $1 million stock-swap MOU with IQSTEL establishes an equity alliance to build an AI-enhanced cybersecurity solution for telecom worldwide. Merging Cycurion’s security prowess with IQSTEL’s access to 600+ operators unlocks mutual sales channels and innovative advancements

 

SLG Integration: Cycurion secured a 51% stake in SLG Innovation, Inc. on March 31, 2025, for about $13.5 million, bolstering its tech services lineup and growth trajectory

 

Balance Sheet Enhancement: In the first half of 2025, Cycurion secured $0.3 million via an equity line and $3.7 million from warrant exercises, while transforming convertible notes and promissory notes into equity for improved financial health

 

Balance Sheet Overview: June 30, 2025

 

Cash: Cash and cash equivalents totaled $1.0 million, up 2,516.9% from $0.04 million at December 31, 2024, driven by financing activities including warrant exercises and note proceeds.

 

Liquidity: The Company is advancing efficiency measures and funding strategies to enhance liquidity, supported by $5.6 million in net cash from financing activities in the first half of 2025, despite $6.3 million in cash used in operating activities.

 

Working Capital : A working capital shortfall of $14.3 million persists, reflecting a 23.2% increase in current liabilities to $20.0 million from $18.7 million at year-end 2024, primarily due to factoring liabilities and accounts payable growth.

 

Debt : Gross debt totaled $9.9 million, including $3.2 million in revolving credit, $0.6 million in current bank loans, $0.9 million in current loans payable, $2.3 million in factoring liability, $2.7 million in promissory notes, $0.2 million in related-party loans, and $0.3 million in non-current loans, relatively stable compared to $10.5 million at December 31, 2024.Total assets reached $30.7 million, up from $25.6 million at year-end 2024, largely from SLG-related goodwill.

 

Nasdaq Update

 

Cycurion is addressing compliance notifications from Nasdaq concerning bid price minimums, market value thresholds, and filing timelines, aiming for resolution by October 2025.

 

 

 

 

Forward Outlook

 

Cycurion is dedicated to overcoming DOGE hurdles and harnessing its backlog for H2 2025 revenue gains, especially in peak Q3 and Q4 periods. With Cycurion Digital Currency and alliances like NACCHO, LSV-TECH, and IQSTEL, the Company is primed to seize cybersecurity and digital innovation prospects. Investments continue in core areas such as advisory consulting, managed security, and SaaS, amplified by the SLG acquisition for broader market reach.

Full details are available in Cycurion’s Form 10-Q for the quarter ended June 30, 2025, submitted to the U.S. Securities and Exchange Commission on August 14, 2025.

 

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

[email protected]

(888) 341-6680

 

Media Relations Contact: Cycurion Communications

[email protected]

(888) 341-6680

 

 

 

 

CYCURION, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

 

   June 30, 2025   December 31, 2024 
Assets:        
Cash and cash equivalents  $1,013,836   $38,742 
Restricted cash   -    2,048 
Accounts receivable, net   4,118,888    10,353,708 
Other receivables   400,072    434,391 
Prepaid expenses and other current assets   54,259    99,463 
Total current assets   5,587,055    10,928,352 
Deposit for acquisition target   -    2,000,000 
Property and equipment, net   16,832    20,321 
Software development costs   4,325,981    4,151,981 
Intangible assets, net   7,917    25,000 
Security deposits   10,351    10,351 
Goodwill   20,788,299    6,592,304 
Investments held in trust account   -    1,834,540 
Total non-current assets   25,149,380    14,634,497 
Total Assets  $30,736,435   $25,562,849 
Liabilities, Mezzanine and Stockholders’ Equity:          
Bank loan-revolving credit line  $3,236,167   $3,249,067 
Bank loan - current portion   620,078    774,095 
Loans payable - current portion   885,240    408,516 
Factoring liability   2,309,160    - 
Subordinated convertible promissory notes   -    3,333,335 
Promissory notes   2,669,626    2,486,989 
Loans payable - related parties   150,372    148,088 
Accounts payable   5,088,223    3,578,374 
Due to related party   18,000    - 
Accrued liabilities   3,848,247    3,601,242 
Excise tax payable   1,167,173    1,157,161 
Total current liabilities   19,992,286    18,736,867 
Loans payable - non-current portion   295,296    146,798 
Series A Convertible preferred stock ($0.001 par value, 500,000 shares designated, 0 and 345,528 issued and outstanding, respectively)   -    1,294,117 
Total non-current liabilities   295,296    1,440,915 
Total liabilities   20,287,582    20,177,782 
Commitments and contingencies (Note 20)          
Mezzanine Equity:          
Common stock subject to possible redemption, $0.0001 par value, 0 and 173,879 shares at redemption value of approximately $11.03 per share, respectively   -    1,917,309 
Stockholders’ Equity:          
Preferred stock ($0.0001 par value, 20,000,000 shares authorized)          
Series A convertible preferred stock ($0.0001 par value, 110,000 shares designated, 106,816 and 0 issued and outstanding, respectively)   11    - 
Series B convertible preferred stock ($0.0001 par value, 3,000 shares designated, 1 and 3,000 issued and outstanding, respectively)   -    - 
Series C convertible preferred stock ($0.0001 par value, 5,000 shares designated, 4,851 issued and outstanding)   -    - 
Series D convertible preferred stock ($0.0001 par value, 6,666,700 shares designated, 150,000 and 0 issued and outstanding, respectively)   15    - 
Series E convertible preferred stock ($0.0001 par value, 100 shares designated, 51 and 0 issued and outstanding, respectively)   -    - 
Series F convertible preferred stock ($0.0001 par value, 10,000 shares designated, 0 and 0 issued and outstanding, respectively)   -    - 
Series G convertible preferred stock ($0.0001 par value, 10,000 shares designated, 3,318 and 0 issued and outstanding, respectively)          
Common stock ($0.0001 par value, 100,000,000 shares authorized, 40,353,983 and 10,592,607 shares issued and outstanding, respectively)   4,036    1,059 
Additional paid in capital   32,661,282    6,670,060 
Accumulated deficit   (18,650,614)   (3,203,361)
Total stockholders’ equity attributable to Cycurion   14,014,730    3,467,758 
Equity attributable to noncontrolling interests   (3,565,877)   - 
Total stockholders’ equity   10,448,853    3,467,758 
Total liabilities and stockholders’ equity  $30,736,435   $25,562,849 

 

 

 

 

CYCURION, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Net revenues  $3,887,915   $5,001,312   $7,757,965   $9,244,167 
Cost of revenues   3,651,978    3,977,150    6,844,265    7,873,291 
Gross profit   235,937    1,024,162    913,700    1,370,876 
Operating expenses:                    
Selling, general and administrative expenses   4,002,014    294,790    14,777,281    673,767 
Operating (loss)/income   (3,766,077)   729,372    (13,863,581)   697,109 
Interest income   -    20,211    -    20,211 
Interest expense   (615,392)   (482,355)   (794,283)   (713,830)
Loss on debt settlement, net   (907,983)   -    (766,330)   - 
Other (expense)/income   (962)   38,866    (114,706)   (9,871)
Other expense, net   (1,524,337)   (423,278)   (1,675,319)   (703,490)
(Loss)/income before income taxes   (5,290,414)   306,094    (15,538,900)   (6,381)
Provision for income tax   -    -    -    - 
Net (loss)/income  $(5,290,414)  $306,094   $(15,538,900)  $(6,381)
Less: Net loss attributable to non-controlling interest   101,659    -    101,659    - 
Net (loss)/income attributable to Cycurion  $(5,188,755)  $306,094   $(15,437,241)  $(6,381)
                     
Comprehensive (loss)/income  $(5,188,755)  $306,094   $(15,437,241)  $(6,381)
Earnings per share:                    
Basic  $(0.15)  $0.02   $(0.58)  $0.02 
Diluted  $(0.15)  $0.01   $(0.57)  $0.01 
Weighted average shares outstanding:                    
Basic   34,791,716    14,968,215    26,707,978    14,968,215 
Diluted   34,891,716    32,383,372    26,807,978    16,704,748 

 

 

 

 

CYCURION, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

   For the Six Months Ended 
   June 30, 2025   June 30, 2024 
Cash flows from operating activities:          
Net loss  $(15,538,900)  $(6,381)
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock based compensation   10,534,777    10,000 
Amortization of debt discount   213,036    - 
Depreciation of property and equipment   3,489    4,394 
Amortization of software development costs   17,083    - 
Loss on debt settlement, net   766,330    - 
Finance expense   100,000    - 
Changes in assets and liabilities:          
Accounts receivable, net and other receivables   (1,478,433)   (1,267,911)
Prepaid expenses and other current assets   45,204    16,050 
Accounts payable and accrued liabilities   (965,708)   393,435 
Net cash used in operating activities   (6,303,122)   (850,413)
Cash flows from investing activities:          
Cash acquired on acquisition of subsidiary   34,983    - 
Issuance of promissory notes   -    (354,000)
Purchase of plant and equipment   (174,000)   (238,000)
Cash withdrawn from Trust Account in connection with redemption   1,001,216    - 
Release of Trust Account to Company’s bank account   833,324    - 
Net cash provided by/(used in) investing activities   1,695,523    (592,000)
Cash flows from financing activities:          
Proceeds from exercise of warrants   3,664,671    - 
Redemption of common stock subject to redemption   (1,001,216)   - 
Proceeds from private placement   -    1,000,000 
Proceeds from capital raise   265,504    - 
Net proceeds from line of credit   (12,900)   39,181 
Repayment of bank borrowings   (155,114)   (6,503)
Proceeds from convertible notes payable   2,376,500    - 
Proceeds from notes payable   513,200    - 
Repayments of notes payable   (70,000)   - 
Net cash provided by financing activities   5,580,645    1,032,678 
Net increase/(decrease) in cash and cash equivalents   973,046    (409,735 
Cash and cash equivalents, beginning of period   40,790    607,869 
Cash and cash equivalents, end of period  $1,013,836   $198,134 

 

 

 

 

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

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Net (loss)/income attributable to Cycurion  $(5,188,755)  $306,094   $(15,437,241)  $(6,381)
Interest income   -    (20,211)   -    (20,211)
Interest expense   615,392    482,355    794,283    713,830 
Other (expense)/income   962    (38,866)   114,706    9,871 
Depreciation and amortization   10,530    2,197    20,572    4,394 
EBITDA (Non-GAAP)   (4,561,871)   731,569    (14,507,680)   701,503 
Loss on debt settlement, net   907,983    -    766,330    - 
Transaction related expenses   1,676,228    -    12,114,122    - 
Finance expense   -    -    100,000    - 
Stock-based compensation expenses   

1,012,443

    -    1,012,443    - 
Adjusted EBITDA (Non-GAAP)  $(965,217)  $731,569   $(514,785)  $701,503 

 

 

 

 

 

Exhibit 99.3

 

Cycurion, Inc. Offers Insight on Second Quarter 2025 Results and Recent Business Activities

 

Company to host a conference call on August 19, 2025 to discuss in more detail

 

MCLEAN, Va., Aug. 15, 2025 (GLOBE NEWSWIRE) -- Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a premier cybersecurity and IT solutions provider, following the release of its second-quarter financial results highlighting a period of strategic integration and debt reduction amid one-time expenses, will be conducting a business update on Tuesday, August 19, 2025 at 5:00PM ET to review additional highlights.

 

The Company’s quarterly results reflect a GAAP net loss of $0.15 per share, however, after adjusting for multiple unusual, non-recurring expenses our adjusted net loss is approximately $0.04 per share, providing a clearer view of the company’s underlying performance. These items include:

 

Merger Expenses: Incurred $677,000 in costs related to merger activities during the second quarter
   
Compensation Expenses: Recorded $1 million in compensation due to consulting costs associated with integration efforts
   
Stock Compensation: Issued $1 million in stock compensation to former directors as part of transitional arrangements
   
Preferred Stock Conversions: Recognized $900,000 in expenses from conversions to Series G Convertible Preferred Stock
   
Integration Costs: Faced additional operational expenses from integrating SLG Innovation Inc., which were previously separate, contributing to elevated short-term costs

 

Cycurion also successfully converted $3.5 million from debt to equity in the second quarter, improving its financial position and reducing future interest obligations

 

Outside of the second quarter of 2025 results, Cycurion has made significant strides in recent months, securing high-value contracts and positioning itself for long-term growth as a leading AI-focused cybersecurity company. In June 2025, Cycurion announced over $8 million in new contracts with government and commercial clients, including a $6 million agreement with a major municipal transportation agency for comprehensive IT and cybersecurity solutions.

 

Additionally, a $33 million contract renewal was secured with a major state-level public higher education group, extending through November 2030, and a $22 million multi-year contract was awarded by a U.S. state police agency in partnership with Journal Technologies. The company also secured three multi-year contracts worth up to $6 million across program management, cybersecurity, and disaster recovery services. These contracts, totaling over $69 million in recent awards, reflect strong market demand for Cycurion’s innovative solutions.

 

By investing in its AI-driven ARx platform and Cyber Shield offerings, Cycurion is capitalizing on higher-margin opportunities in the cybersecurity sector. The Company is committed to shareholder value and has a backlog of 18 months of scopes of work, which is beginning to net results, further strengthening its revenue pipeline.

 

Continued expansion into new client relationships and strategic partnerships, such as those with NACCHO, LSV-TECH S.A.S., and iQSTEL Inc., solidifies the Company’s market presence and sets a foundation for sustainable revenue growth.

 

To discuss these results and future plans, Cycurion will host a conference call with a Q&A session for shareholders on Tuesday, August 19, 2025, at 5:00 PM EDT. Those wishing to participate via webcast can use this link to directly access the event. For those wishing to participate via telephone, first click on this call link and complete the online registration form. Upon registering they will receive the dial-in info and a unique PIN to join the call as well as an email confirmation with the details. Participants will then select a method for joining the call. Either a dial in number and unique PIN are displayed to connect directly from their phone or they can enter their phone number and click “Call Me” for an immediate callback from the system. The call will come from a U.S. number.

 

 

 

 

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

[email protected]

(888) 341-6680

 

Media Relations Contact: Cycurion Communications

[email protected]

(888) 341-6680

 

 

 

 

CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   June 30, 2025   December 31, 2024 
Assets:          
Cash and cash equivalents  $1,013,836   $38,742 
Restricted cash   -    2,048 
Accounts receivable, net   4,118,888    10,353,708 
Other receivables   400,072    434,391 
Prepaid expenses and other current assets   54,259    99,463 
Total current assets   5,587,055    10,928,352 
Deposit for acquisition target   -    2,000,000 
Property and equipment, net   16,832    20,321 
Software development costs   4,325,981    4,151,981 
Intangible assets, net   7,917    25,000 
Security deposits   10,351    10,351 
Goodwill   20,788,299    6,592,304 
Investments held in trust account   -    1,834,540 
Total non-current assets   25,149,380    14,634,497 
Total Assets  $30,736,435   $25,562,849 
Liabilities, Mezzanine and Stockholders’ Equity:          
Bank loan-revolving credit line  $3,236,167   $3,249,067 
Bank loan - current portion   620,078    774,095 
Loans payable - current portion   885,240    408,516 
Factoring liability   2,309,160    - 
Subordinated convertible promissory notes   -    3,333,335 
Promissory notes   2,669,626    2,486,989 
Loans payable - related parties   150,372    148,088 
Accounts payable   5,088,223    3,578,374 
Due to related party   18,000    - 
Accrued liabilities   3,848,247    3,601,242 
Excise tax payable   1,167,173    1,157,161 
Total current liabilities   19,992,286    18,736,867 
Loans payable - non-current portion   295,296    146,798 
Series A Convertible preferred stock ($0.001 par value, 500,000 shares designated, 0 and 345,528 issued and outstanding, respectively)   -    1,294,117 
Total non-current liabilities   295,296    1,440,915 
Total liabilities   20,287,582    20,177,782 
Commitments and contingencies (Note 20)          
Mezzanine Equity:          
Common stock subject to possible redemption, $0.0001 par value, 0 and 173,879 shares at redemption value of approximately $11.03 per share, respectively   -    1,917,309 
Stockholders’ Equity:          
Preferred stock ($0.0001 par value, 20,000,000 shares authorized)          
Series A convertible preferred stock ($0.0001 par value, 110,000 shares designated, 106,816 and 0 issued and outstanding, respectively)   11    - 
Series B convertible preferred stock ($0.0001 par value, 3,000 shares designated, 1 and 3,000 issued and outstanding, respectively)   -    - 
Series C convertible preferred stock ($0.0001 par value, 5,000 shares designated, 4,851 issued and outstanding)   -    - 
Series D convertible preferred stock ($0.0001 par value, 6,666,700 shares designated, 150,000 and 0 issued and outstanding, respectively)   15    - 
Series E convertible preferred stock ($0.0001 par value, 100 shares designated, 51 and 0 issued and outstanding, respectively)   -    - 
Series F convertible preferred stock ($0.0001 par value, 10,000 shares designated, 0 and 0 issued and outstanding, respectively)   -    - 
Series G convertible preferred stock ($0.0001 par value, 10,000 shares designated, 3,318 and 0 issued and outstanding, respectively)          
Common stock ($0.0001 par value, 100,000,000 shares authorized, 40,353,983 and 10,592,607 shares issued and outstanding, respectively)   4,036    1,059 
Additional paid in capital   32,661,282    6,670,060 
Accumulated deficit   (18,650,614)   (3,203,361)
Total stockholders’ equity attributable to Cycurion   14,014,730    3,467,758 
Equity attributable to noncontrolling interests   (3,565,877)   - 
Total stockholders’ equity   10,448,853    3,467,758 
Total liabilities and stockholders’ equity  $30,736,435   $25,562,849 

 

 

 

 

CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Net revenues  $3,887,915   $5,001,312   $7,757,965   $9,244,167 
Cost of revenues   3,651,978    3,977,150    6,844,265    7,873,291 
Gross profit   235,937    1,024,162    913,700    1,370,876 
Operating expenses:                    
Selling, general and administrative expenses   4,002,014    294,790    14,777,281    673,767 
Operating (loss)/income   (3,766,077)   729,372    (13,863,581)   697,109 
Interest income   -    20,211    -    20,211 
Interest expense   (615,392)   (482,355)   (794,283)   (713,830)
Loss on debt settlement, net   (907,983)   -    (766,330)   - 
Other (expense)/income   (962)   38,866    (114,706)   (9,871)
Other expense, net   (1,524,337)   (423,278)   (1,675,319)   (703,490)
(Loss)/income before income taxes   (5,290,414)   306,094    (15,538,900)   (6,381)
Provision for income tax   -    -    -    - 
Net (loss)/income  $(5,290,414)  $306,094   $(15,538,900)  $(6,381)
Less: Net loss attributable to non-controlling interest   101,659    -    101,659    - 
Net (loss)/income attributable to Cycurion  $(5,188,755)  $306,094   $(15,437,241)  $(6,381)
                     
Comprehensive (loss)/income  $(5,188,755)  $306,094   $(15,437,241)  $(6,381)
Earnings per share:                    
Basic  $(0.15)  $0.02   $(0.58)  $0.02 
Diluted  $(0.15)  $0.01   $(0.57)  $0.01 
Weighted average shares outstanding:                    
Basic   34,791,716    14,968,215    26,707,978    14,968,215 
Diluted   34,891,716    32,383,372    26,807,978    16,704,748 

 

 

 

 

CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the Six Months Ended 
   June 30, 2025   June 30, 2024 
Cash flows from operating activities:          
Net loss  $(15,538,900)  $(6,381)
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock based compensation   10,534,777    10,000 
Amortization of debt discount   213,036    - 
Depreciation of property and equipment   3,489    4,394 
Amortization of software development costs   17,083    - 
Loss on debt settlement, net   766,330    - 
Finance expense   100,000    - 
Changes in assets and liabilities:          
Accounts receivable, net and other receivables   (1,478,433)   (1,267,911)
Prepaid expenses and other current assets   45,204    16,050 
Accounts payable and accrued liabilities   (965,708)   393,435 
Net cash used in operating activities   (6,303,122)   (850,413)
Cash flows from investing activities:          
Cash acquired on acquisition of subsidiary   34,983    - 
Issuance of promissory notes   -    (354,000)
Purchase of plant and equipment   (174,000)   (238,000)
Cash withdrawn from Trust Account in connection with redemption   1,001,216    - 
Release of Trust Account to Company’s bank account   833,324    - 
Net cash provided by/(used in) investing activities   1,695,523    (592,000)
Cash flows from financing activities:          
Proceeds from exercise of warrants   3,664,671    - 
Redemption of common stock subject to redemption   (1,001,216)   - 
Proceeds from private placement   -    1,000,000 
Proceeds from capital raise   265,504    - 
Net proceeds from line of credit   (12,900)   39,181 
Repayment of bank borrowings   (155,114)   (6,503)
Proceeds from convertible notes payable   2,376,500    - 
Proceeds from notes payable   513,200    - 
Repayments of notes payable   (70,000)   - 
Net cash provided by financing activities   5,580,645    1,032,678 
Net increase/(decrease) in cash and cash equivalents   973,046    (409,735)
Cash and cash equivalents, beginning of period   40,790    607,869 
Cash and cash equivalents, end of period  $1,013,836   $198,134 

 

 

 

 

CYCURION, INC. AND ITS SUBSIDIARIES

RECONCILIATION OF GAPP TO NON-GAAP MEASURES

(Unaudited)

 

   For the Three Months Ended   For the Six Months Ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
Net (loss)/income attributable to Cycurion  $(5,188,755)  $306,094   $(15,437,241)  $(6,381)
Interest income   -    (20,211)   -    (20,211)
Interest expense   615,392    482,355    794,283    713,830 
Other (expense)/income   962    (38,866)   114,706    9,871 
Depreciation and amortization   10,530    2,197    20,572    4,394 
EBITDA (Non-GAAP)   (4,561,871)   731,569    (14,507,680)   701,503 
Loss on debt settlement, net   907,983    -    766,330    - 
Transaction related expenses   1,676,228    -    12,114,122    - 
Finance expense   -    -    100,000    - 
Stock-based compensation expenses   1,012,443    -    1,012,443    - 
Adjusted EBITDA (Non-GAAP)  $(965,217)  $731,569   $(514,785)  $701,503