cycu-202511100001868419false00018684192025-11-102025-11-100001868419us-gaap:CommonStockMember2025-11-102025-11-100001868419us-gaap:WarrantMember2025-11-102025-11-10
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): November 10, 2025
Cycurion, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | 001-41214 | | 86-3720717 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 1640 Boro Place, Suite 420C McLean, Virginia (Address of principal executive offices) | | 22102 (Zip Code) | |
Registrant’s telephone number, including area code: (888) 341-6680
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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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| 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 $345.00 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 x
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. o
Item 2.02 Results of Operations and Financial Condition
On November 14, 2025, the Company issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously announced in a Current Report filed with the Securities and Exchange Commission (the “SEC”), on April 15, 2025, the Nasdaq Listing Qualifications (the “Staff”) notified the Cycurion, Inc. (the “Company”) on April 9, 2025 that, for the prior 30 consecutive business days, the closing bid price of the Company’s common stock had been below the minimum of $1.00 per share required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). The notification letter stated that the Company would be afforded 180 calendar days, or until October 6, 2025, to regain compliance. The Company did not regain compliance with the bid price rule by October 6, 2025. As previously announced, on October 14, 2025, the Company received a Delisting Determination Letter from the Staff that it has determined to commence proceedings to delist the common stock, par value $0.0001 per share, of the Company (ticker symbol: CYCU), from the Nasdaq Global Market. On October 20, 2025, the Company submitted its request to the Nasdaq Global Market to appeal the Staff’s determination to a Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series, which stayed the suspension of the Company’s securities and the filing of a Form 25-NSE with the SEC that would remove the Company’s shares of common stock from listing and registration on The Nasdaq Stock Market (the “Nasdaq”). The Company’s hearing was scheduled for November 20, 2025.
On November 11, 2025, the Company announced that it received a letter Nasdaq stating that Nasdaq has determined that the Company has regained compliance with Nasdaq’s Bid Price Rule requirement under Listing Rule 5450(a)(1). The Company is now in compliance with Nasdaq Global Market’s listing requirements. Additionally, Nasdaq confirmed that the previously scheduled hearing before the Nasdaq Hearings Panel on November 20, 2025 has been canceled. The Company’s securities will continue to be listed and traded on The Nasdaq Stock Market without interruption.
Item 8.01 Other Events.
On November 10, 2025, the Company issued a press release announcing that the Company has been awarded a contract by a telecommunication company to deliver network deployment services supporting a critical modernization initiative for one of the federal government’s agencies. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On November 11, 2025, the Company announced that it received a letter Nasdaq stating that Nasdaq has determined that the Company has regained compliance with Nasdaq’s Bid Price Rule and that the hearing scheduled for November 20, 2025 has been canceled. For more information, please see Item 3.01 above. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
On November 14, 2025, the Company announced its financial results for the third quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
On November 14, 2025, the Company’s Board of Directors of amended and restated the Company’s Insider Trading Policy (the “Amended and Restated Insider Trading Policy”), effective immediately, to clarify language around the Company’s trading windows and blackout periods. The foregoing description of the Amended and Restated Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Insider Trading Policy attached hereto as Exhibit 19.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits:
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| Exhibit No. | | Description |
| 19.1 | | |
| 99.1 | | |
| 99.2 | | |
| 99.3 | | |
| 104 | | Inline XBRL for the cover page of this Current Report on Form 8-K |
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.
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| CYCURION, INC. |
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| Date: November 14, 2025 | By: | /s/ L. Kevin Kelly |
| Name: | L. Kevin Kelly |
| Title: | Chief Executive Officer |
Exhibit 19.1
CYCURION, INC.
AMENDED AND RESTATED INSIDER TRADING POLICY
EFFECTIVE NOVEMBER 11, 2025
Anyone who has knowledge of material nonpublic information may be considered an “Insider” for purposes of the federal securities laws prohibiting insider trading. As a result, it is a violation of the policy of Cycurion, Inc. (the “Company”) and the federal securities laws for any officer, director, or employee of the Company to (a) trade in securities of the Company while aware of “material nonpublic information” concerning the Company or (b) communicate, “tip”, or disclose material nonpublic information to outsiders so that they may trade in securities of the Company based on that information. To prevent even the appearance of improper insider trading or tipping, the Company has adopted this Insider Trading Policy (the “Policy”) for all of its directors, officers and employees and their family members, as well as for others who have access to information through business relationships with the Company.
The consequences of prohibited insider trading or tipping can be severe. Violation of this Policy by any officer or employee may result in disciplinary action by the Company up to and including immediate termination for cause. Moreover, persons violating insider trading or tipping rules may be required to:
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| ● | Disgorge the profit made or the loss avoided by the trading, whether received by the insider or someone receiving a tip; |
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| ● | Pay significant civil penalties; and |
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| ● | Pay a criminal penalty and serve time in jail. |
In addition to individual sanctions, the Company may also be required to pay civil or criminal penalties.
This Policy covers all directors, officers, and employees of the Company and their respective family members and any outsiders whom the Insider Trading Compliance Officer (defined below) may designate as Insiders because they have access to material nonpublic information concerning the Company (Insiders).
The Policy applies to any and all transactions in the Company’s securities. For purposes of the Policy, the Company’s securities include its common stock, options to purchase or sell common stock and any other type of securities that the Company may issue, such as preferred stock, convertible debentures, warrants and exchange-traded options or other derivative securities and short sales (collectively, “Company Securities”). Transactions in Company Securities include not only market transactions, but also private sales of Company Securities, pledges of Company Securities to secure a loan or margin account, as well as charitable donations of Company Securities.
The Policy will be delivered to all directors, officers, and employees and other designated persons at the start of their relationship with the Company. Upon first receiving a copy of the Policy or any revised versions, each recipient must sign an acknowledgment that he or she has received a copy of the Policy and agrees to comply with the Policy’s terms.
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| III. | Section 16 Persons and Designated Employees |
Each member of the Company’s Board of Directors (the “Board”) and those officers of the Company designated by the Board to be Section 16 officers of the Company are subject to the reporting provisions and trading restrictions of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the underlying rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”) (collectively, “Section 16 Persons”). Section 16 Persons must obtain prior approval of all trades in Company Securities from the Company’s Compliance Officer in accordance with the procedures set below.
In addition to Section 16 Persons, the Compliance Officer may designate additional officers and employees as “Designated Employees.” Designated Employees are those officers or employees or outside consultants or contractors that the Company considers, because of their duties, to have regular access to material nonpublic information. In addition to the Policy’s general proscription against insider trading or tipping, Designated Employees must comply with additional trading restrictions detailed below.
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| IV. | Definition of “Material Nonpublic Information” |
“Material Information” is any information about the Company that a reasonable investor would consider important in making an investment decision to buy or sell the Company’s Securities. If an investor would want to buy or sell securities based in part on the information, the information should be considered material. In simple terms, material information is any type of information that could reasonably be expected to affect the price of Company Securities. While it is not possible to identify all information that would be deemed “material,” the following types of information ordinarily would be considered material:
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| ● | Financial performance, especially quarterly and year-end earnings; |
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| ● | Significant changes in financial performance outlook or liquidity of the Company as a whole or of a reporting segment of the Company’s business; |
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| ● | Company projections that significantly differ from external expectations; |
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| ● | Potential mergers and acquisitions or the sale of significant Company assets or subsidiaries; |
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| ● | New major contracts, orders, suppliers, customers or finance sources, or the loss thereof; |
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| ● | Major discoveries or significant changes or developments in products or product lines, research, or technologies; |
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| ● | Approvals or denials of requests for regulatory approval by government agencies of products, patents, or trademarks; |
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| ● | Significant changes or developments in supplies or inventory, including significant product defects, recalls or product returns; |
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| ● | Significant pricing changes; |
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| ● | Stock splits, public or private securities/debt offerings or changes in Company dividend policies or amounts; |
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| ● | Significant changes in management; |
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| ● | Significant labor disputes or negotiations, including possible strikes; |
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| ● | Actual or potential exposure to major litigation, or the resolution of such litigation; |
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| ● | Possible proxy contests; |
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| ● | Imminent or potential changes in the Company’s credit rating by a rating agency; |
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| ● | Voluntary calls of debt or preferred stock of the Company; |
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| ● | The contents of forthcoming publications that may affect the market price of Company Securities; |
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| ● | Statements by stock market analysts regarding the Company and/or its securities; |
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| ● | Significant changes in sales volumes, market share, production scheduling, product pricing or mix of sales; |
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| ● | Analyst upgrades or downgrades of a Company Security; |
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| ● | Significant changes in accounting treatment, write-offs, or effective tax rate; |
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| ● | Impending bankruptcy or financial liquidity problems of the company or one of its subsidiaries or significant business partners; |
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| ● | Gain or loss of a substantial customer or supplier; or |
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| ● | A significant cybersecurity incident experienced by the company that has not yet been made public. |
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| B. | “Nonpublic” Information |
Information is considered “nonpublic” until it has not been widely disseminated to the public through SEC filings, major newswire services, national news services and financial news services and there has been sufficient time for the market to digest that information. For the purposes of this Policy, information will be considered public after the close of trading on the second (2nd) full trading day after the Company’s widespread public release of the information. Thus, no transaction should take place until after the third (3rd) trading day after the disclosure of the material information.
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| V. | Statement of Company Policy and Procedures |
No Insider may trade in Company Securities while aware of material nonpublic information concerning the Company.
No Insider may trade in Company Securities during any special trading blackout periods as designated by the Compliance Officer. The deviation of any blackout period as well as those Insiders subject to the blackout shall be determined by the Compliance Officer. Moreover, the Insider will not disclose to any person the applicability of a special blackout period without prior permission of the Compliance Officer.
No Section 16 Person or Designated Employee may trade in Company Securities without prior written approval of the Compliance Officer under the procedures set forth below. To the extent possible, Section 16 Persons and Designated Employees should retain all records and documents that support their reasons for making each trade.
No Section 16 Person or Designated Employee may trade in Company Securities outside of the applicable “trading windows” described below.
The Compliance Officer may not trade in Company Securities unless the trade(s) have been approved by the Chief Financial Officer or Chief Executive Officer in accordance with the procedures set forth below.
No Insider may “tip” or disclose material nonpublic information concerning the Company to any outside person, including family members, even if that person is expected to hold such “tip” in confidence, unless required as part of that Insider’s regular duties for the Company or authorized by the Compliance Officer. In the case of inadvertent disclosure to an outside person, the Insider must advise the Compliance Officer as soon as the inadvertent disclosure has been discovered. To protect against inadvertent disclosures, all inquiries from outsiders regarding material nonpublic information about the Company must be forwarded to the Compliance Officer or Investor Relations.
No Insider may give trading advice of any kind about the Company to anyone, whether or not such Insider is aware of material nonpublic information about the Company.
No Insider may trade in any interest or position relating to the future price of Company Securities, such as a put, call, or short sale.
Without the specific prior approval of the Compliance Officer, the Chief Executive Officer or the Audit Committee, no Insider shall accept outside employment, as a consultant, independent contractor, or employee, where the Insider is being compensated for the Insider’s knowledge of the Company or the industry or potential products of the Company.
Without the specific prior approval of the Compliance Officer, the Chief Executive Officer or the Audit Committee, no Insider shall respond to market rumors or otherwise make any public statements regarding the Company or its prospects. This includes responding to or commenting on Internet-based bulletin boards or social media platforms. If you become aware of any rumors or false statements, you should report them to the Compliance Officer.
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| B. | Trading Windows and Blackout Periods |
Provided that no other restrictions on trading in Company Securities apply, Section 16 Persons and Designated Employees may trade in Company Securities during and only during the period commencing at the open of trading on the second business day following the date of public disclosure of the financial results for a particular fiscal quarter or year and continuing until the close of trading on the fourteenth (14th) day after the last day of the then-current fiscal quarter.
Notwithstanding the above provisions, any Section 16 Person or Designated Employee who is aware of material nonpublic information concerning the Company may not trade in Company Securities even during a trading window until two (2) trading days after such material nonpublic information has been subject to the Company’s widespread public release of the information.
No Insiders identified by the Compliance Officer as being subject to a special blackout period may trade in Company Securities during such special blackout period. The Compliance Officer may, following consultation with the Chief Financial Officer or Chief Executive Officer, declare such special blackout periods from time-to-time as conditions warrant. No Insider, whether or not subject to a special black out period, may disclose to any outside third party that a special blackout period has been designated.
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| C. | Procedures for Approving Trades by Section 16 Individuals |
No Section 16 Person or Designated Employee may trade in Company Securities until:
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| ● | The Section 16 Person or Designated Employee seeking to trade has notified the Compliance Officer in writing before at least two (2) business days prior to the proposed trade(s) and the amount and nature of the proposed trade(s); and |
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| ● | The Section 16 Person or Designated Employee seeking to trade has certified in writing to the Compliance Officer before no more than two (2) business days prior to the proposed trade(s) that he or she is not aware of material nonpublic information concerning the Company. |
If the Compliance Officer desires to complete any trades involving Company Securities, he or she must first obtain the approval of the Chief Executive Officer or the Chief Financial Officer of the Company.
The existence of the foregoing approval procedures does not in any way obligate the Compliance Officer (or, in the case of any trade by the Compliance Officer, the Chief Executive Officer or the Chief Financial Officer of the Company) to approve any trades requested by Section 16 Persons or the Compliance Officer.
All trades approved under this section must be exercised within two (2) trading days of the approval (the “Approval Period”); provided, however, if the Insider comes into possession of material nonpublic information before trading, the Insider may not trade. Trades not exercised within the Approval Period require new approval from the Compliance Officer.
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| VI. | Exceptions to Application of Policy |
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| A. | Employee Benefit Plans |
The trading prohibitions and restrictions set forth in this Policy do not apply to periodic contributions by the Company or employees to the Cycurion Stock Purchase Plan (“SPP”) pursuant to the terms and conditions of those plans. However, no officer or employee may alter his or her instructions regarding the purchase or sale of Company Securities in such plans:
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| ● | While aware of material nonpublic information; |
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| ● | In the case of Section 16 Persons or Designated Employees, prior to receiving approval of the purchase or sale as described above; and |
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| ● | In the case of Section 16 Persons and Designated Employees, while any applicable trading window is closed or applicable special blackout period is in effect. |
Insiders may exercise company stock options where no company stock is sold in the market. Cashless sales (e.g., “cashless sales” where company stock is sold to pay for exercising the options) are considered under this Policy to be transactions in Company Securities and must comply with the provisions of this Policy, including the applicability of any prior approval, trading window or blackout period requirements as they may apply to an Insider. No cashless sale is permitted when the insider is in possession of material, nonpublic information, except as provided below.
Exchange Act Rule 10b5-l was adopted by the SEC to protect persons from insider trading liability for transactions under a written trading plan previously established at a time when the insider did not possess material nonpublic information. Under a properly established 10b5-1 plan with respect to securities (a “10b5-1 Plan”), Insiders may complete transactions in Company Securities at any time, including during blackout periods and outside trading windows or even when the Insider possesses material nonpublic information. Thus, a 10b5-1 Plan offers an opportunity for Insiders to establish a systematic program of transactions in Company Securities over periods of time that might include periods in which such transactions would otherwise be prohibited under the federal securities laws or this policy. A variety of arrangements can be structured to meet the requirements of Rule 10b5-1. In particular, a 10b5-1 Plan can take the form of a blind trust, other trust, pre-scheduled stock option exercises and sales, pre-arranged trading instructions and other brokerage and third-party arrangements over which the Insider has no control once the plan takes effect.
Insiders who desire to implement a 10b5-1 Plan must first obtain approval of the plan by the Compliance Officer. To be eligible for approval, the 10b5-1 Plan:
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| ● | Must be established during a trading window (and not during any black out period); |
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| ● | Must either irrevocably set forth the future date or dates on which purchase or sale of securities are to be made, the prices at which the securities are to be purchased or sold, the broker who will be responsible for effecting the transactions (or method of transaction if not through a broker), or provide a formula for determining the price of the securities to be purchased or sold and the date or dates on which the transactions are to be completed; |
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| ● | May not permit the direct or indirect exercise of any influence over the timing or terms of the purchase or sale by the Insider; and |
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| ● | May not take effect until ninety (90) days after the plan is approved by the Compliance Officer. |
The Compliance Officer will maintain a copy of all 10b5-1 Plans.
The Insider must provide the Compliance Officer written notice of any termination or modification (in which case, the modification must be approved in writing by the Compliance Officer prior to effectiveness and may not take effect until ninety (90) days after the modification of the plan is approved by the Compliance Officer).
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| VII. | Reporting of Violations |
Any Insider who violates this Policy or any federal, state or SRO rule or law governing insider trading or tipping or knows of any such violation by any other Insider, must report the violation immediately to the Compliance Officer. Upon receipt of notice of a potential violation of this Policy, the Compliance Officer:
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| ● | Shall make inquiry either through the Office of the General Counsel or with assistance of outside counsel, to determine whether a violation may have occurred; |
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| ● | Shall report the potential violation of this Policy to the Audit Committee if the Compliance Officer concludes a violation occurred or if the Compliance Officer is unable to conclude that no violation occurred; and |
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| ● | Upon determining that any such violation has occurred, in consultation with the Company’s Disclosure Committee and, where appropriate, the Chair of the Audit Committee of the Board, will determine whether the Company should release any material nonpublic information. |
If the Compliance Officer or Audit Committee determines that a violation of the Policy occurred, they may discipline the Insider, including immediate termination. The Audit Committee may also report the violation to federal or state law enforcement agencies and/or applicable SRO.
Please direct all inquiries regarding any of the provisions or procedures of this Policy to the Compliance Officer.
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| IX. | Insider Trading Compliance Officer |
The Company has designated the Chief Financial Officer as its Insider Trading Compliance Officer. The Insider Trading Compliance Officer, in consultation with the Company’s Chief Executive Officer, will review and either approve or prohibit all proposed trades by Section 16 Persons in accordance with the procedures set forth above.
In addition to the trading approval duties described above, the duties of the Insider Trading Compliance Officer shall include the following:
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| ● | Administering this Policy and monitoring and enforcing compliance with all Policy provisions and procedures; |
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| ● | With the assistance of the Human Resources Department, overseeing the training of new and existing officers, directors, employees, and others on the requirements of this Policy; |
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| ● | Responding to all inquiries relating to this Policy and its procedures; |
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| ● | Designating and announcing special trading blackout periods during which Insiders, that the Insider Trading Compliance Officer determines, may not trade in Company Securities; |
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| ● | Providing copies of this Policy and other appropriate materials to all current and new directors, officers, employees, and such other persons whom the Insider Trading Compliance Officer determines may regularly have access to material nonpublic information concerning the Company, and assuring that human resources has collected and maintained the required certification of employee receipt of the Policy; |
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| ● | Administering, monitoring, and enforcing compliance with all federal, state, and SRO insider trading statutes, regulations, and rules; |
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| ● | Proposing recommendations for revisions to the Policy to the board of directors as necessary to reflect changes in insider trading laws, regulations, or rules of any federal or state governmental body or SRO; and |
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| ● | Maintaining as Company records originals or copies of all documents required by the provisions of this Policy or the procedures set forth herein, and copies of all required SEC reports relating to insider trading. |
The Insider Trading Compliance Officer may designate one or more individuals who may perform the Compliance Officer’s duties in the event that the Insider Trading Compliance Officer is unable or unavailable to perform such duties.
Exhibit 99.1
Cycurion Selected by Major Telecom Provider to Modernize Emergency Warning Network for Leading U.S. Government Agency
Deployment Spans 1,300+ Sites Across All States and U.S. Territories with Potential Value Exceeding $1 Million
MCLEAN, Va., Nov. 10, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (“Cycurion” or the “Company”) (NASDAQ: CYCU), a publicly traded leader in AI-powered technology and IT solutions, today announced it has been awarded a contract by one of the country’s largest telecommunications companies to deliver network deployment services supporting a critical modernization initiative for one of the federal government’s largest agencies.
The multi-year project focuses on replacing decades-old infrastructure with a resilient, secure, and flexible communication network designed to enhance emergency warning capabilities. The rollout encompasses more than 1,300 sites across all 50 states and U.S. territories, with an expected duration of 24 to 36 months and a potential total value exceeding $1 million.
Cycurion has maintained a trusted partnership with this telecommunications provider for over 20 years, consistently delivering high-reliability network services that meet stringent government standards.
“This award underscores the confidence that our long-standing telecom partner places in Cycurion’s expertise and commitment to mission-critical infrastructure,” said Kevin Kelly, CEO of Cycurion, Inc. “By leveraging our AI-enhanced capabilities and deep domain knowledge, we are proud to support the modernization of a vital national system that protects public safety.”
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 LLC, Cloudburst Security LLC and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed to securing the digital future.
For more information, visit 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.
Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Cycurion and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, the outcomes of the Company’s investigations, any potential legal proceedings, or the future performance of the Company’s common stock. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K filed by Cycurion with the U.S. Securities and Exchange Commission. Cycurion anticipates that subsequent events and developments may cause its plans, intentions, and expectations to change. Cycurion assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Cycurion’s plans and expectations as of any subsequent date.
Cycurion Investor Relations:
(888) 341-6680
Cycurion Media Relations:
(888) 341-6680
Exhibit 99.2
Cycurion Regains Compliance with the Nasdaq Bid Price Requirement and Consequently Nasdaq Hearing Canceled
MCLEAN, Va., Nov. 11, 2025 (GLOBE NEWSWIRE) -- Cycurion, Inc. (“Cycurion” or the “Company”) (NASDAQ: CYCU), a publicly traded leader in AI-powered technology and IT solutions, today announced that the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that Nasdaq has determined that the Company has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5450(a)(1). The Company is now in compliance with Nasdaq Global Market’s listing requirements.
Nasdaq has confirmed that the previously scheduled hearing before the Nasdaq Hearings Panel on November 20, 2025 has been canceled. Cycurion’s securities will continue to be listed and traded on The Nasdaq Stock Market without interruption.
“We are pleased to have regained compliance with the Nasdaq Global Market’s listing requirements and resolved this matter promptly,” said Kevin Kelly, Chairman and Chief Executive Officer of Cycurion. “This outcome reflects the continued support of our investors and allows us to maintain full focus on executing our strategic priorities and creating long-term shareholder value.”
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 LLC, Cloudburst Security LLC and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed to securing the digital future.
For more information, visit 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.
Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Cycurion and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, the outcomes of the Company’s investigations, any potential legal proceedings, or the future performance of the Company’s common stock. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed by Cycurion with the U.S. Securities and Exchange Commission. Cycurion anticipates that subsequent events and developments may cause its plans, intentions, and expectations to change. Cycurion assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Cycurion’s plans and expectations as of any subsequent date.
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Exhibit 99.3
CYCURION, INC. REPORTS Q3 2025 RESULTS AND STRONG MOMENTUM INTO Q4 2025 WITH RUN-RATE REVENUE CLIMBING TO $4.2 MILLION IN Q1 2026
Strategic Investments in People and Technology Drive Sustained Growth, $80M+ Contract Backlog, and Expanding Pipeline
McLean, Virginia, November 14, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leader in identity-centric cybersecurity solutions and AI-powered IT infrastructure, today announced its financial results for the third quarter ended September 30, 2025, alongside continued revenue acceleration into the fourth quarter of 2025. Cycurion has strategically invested in high-caliber talent and technology and its strategy is delivering compounding returns with a contract backlog exceeding $80 million, a new data modernization contract for SLG Innovation, Inc. ("SLG") and a forecasted first quarter of 2026 run-rate revenue of $4.2 million.
“The third quarter of 2025 marked a pivotal integration phase, where our investments in talent, AI innovation and technology have expanded margins, unlocked over $80 million in contract backlog and set the stage for revenue inflection in the fourth quarter and beyond,” said Kevin Kelly, Cycurion, Inc. CEO and Chairman. “With cash at $3.7 million, a strengthened balance sheet, and partnerships with three Fortune 500 companies that have gained traction, we’re accelerating toward sustainable profitability and leadership in identity-centric cybersecurity. Additionally, we firmly believe our current market capitalization of approximately $9.5 million does not reflect the intrinsic value of our $80 million-plus multi-year contract backlog, growing recurring revenue, strategic government contracts, and the transformative potential of our AI-driven cybersecurity platform.”
Full details are available in Cycurion’s Form 10-Q for the quarter ended September 30, 2025, filed today with the U.S. Securities and Exchange Commission.
Investments in People and Technology: Front-Loading for Long-Term Profitability
Over the past 18 months, including the third quarter of 2025, Cycurion has prioritized strategic hires in executive leadership, federal capture teams, cybersecurity engineers, threat researchers, and go-to-market specialists. These investments, contributing to elevated Operating Expenses of $19.58 million for the first nine months of 2025 (including $11.24 million in non-recurring business combination expenses and $3.09 million in stock-based compensation), have directly fueled a shift toward higher-margin government contracts. The result is a robust $80+ million contract backlog, representing multi-year recurring revenue with agencies like Department of Homeland Security, U.S. Department of Defense, and state/local governments, thus demonstrating the Company's IDIQ expansions.
Simultaneously, the Company has accelerated research and development into AI-driven identity threat detection, response platforms, and proprietary software (capitalized at $4.42 million as of the end of the third quarter 2025), which the Company is engaging a third party to provide a valuation of our proprietary software. These efforts are now translating into top-line momentum, with gross profit margins expected to expand as utilization scales and integrations mature.
Third Quarter 2025 Financial Highlights (Unaudited)
•Revenue: $3.83 million for third quarter 2025 (down 13.9% YoY from $4.45 million), and $11.59 million for the nine months ended September 30, 2025 (down 15.4% YoY from $13.69 million), reflecting a deliberate pivot to more profitable SLED contracts amid merger-related disruptions.
•Gross Profit: $0.27 million for the third quarter 2025 (7.1% margin), and $1.18 million for the nine months ended September 30, 2025 (10.2% margin).
•Net Loss: $3.24 million attributable to Cycurion for the third quarter 2025 ($1.59 loss per basic share); $18.78 million for the nine months ended September 30, 2025 ($14.82 loss per basic share), driven by one-time merger related costs of becoming public and integration costs, partially mitigated by a $1.25 million gain on debt settlements.
•Balance Sheet Strength: Total assets grew 26.4% to $32.31 million, with cash increasing significantly to $3.65 million (from $0.04 million at year-end 2024). Goodwill expanded 216.2% to $20.84 million due to SLG synergies; stockholders’ equity rose 344.4% to $15.41 million.
•Cash Flows: Net financing inflow of $10.78 million for the nine months ended September 30, 2025 (capital raises of $5.87 million and warrant exercises of $3.66 million) enabling $8.77 million operating cash outflow, positioning the Company for growth execution.
Fourth Quarter 2025 and First Quarter 2026 Momentum: Run-Rate Acceleration Underway
Building on Q3’s Foundation, Cycurion’s pipeline is converting rapidly:
•New SLG Contract: Forecasted to contribute $26,500 in November 2025, scaling to $283,042 monthly by January 2026, which is a 10x increase in just 60 days, bolstering the state, local and education revenue base.
•Cycurion-Branded Revenue: Kicks off in December 2025 at $12,500, ramping to $58,333 monthly by January 2026, which demonstrates channel and co-sell strategies with high-margin Cyber Shield solutions.
•Total Forecasted Revenue: Given the factors mentioned above, we expect first quarter 2026 run-rate revenue to be approximately $4.17 million, translating to an annual run rate of approximately $16.66 million.
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 LLC, Cloudburst Security LLC, and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed to securing the digital future.
More information: 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.
Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Cycurion and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, the outcomes of the Company’s investigations, any potential legal proceedings, or the future performance of the Company’s stock. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed by Cycurion with the SEC. Cycurion anticipates that subsequent events and developments may cause its plans, intentions, and expectations to change. Cycurion assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Cycurion’s plans and expectations as of any subsequent date.
Investor Contact Information: Cycurion Investor Relations
Phone: (888) 341-6680
Media Contact Information:
Cycurion Communications
Phone: (888) 341-6680
