Form 8-K

8-K — Cycurion, Inc.

Accession: 0001628280-26-034832

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001868419

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — cycu-20260514.htm (Primary)

EX-99.1 (exhibit991q12026earningsre.htm)

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8-K

8-K (Primary)

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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): May 14, 2026

Cycurion, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware 001-41214 86-3720717

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:

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 8.01 Other Events.

On May 14, 2026, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits:

Exhibit No. Description

99.1

Press Release dated May 14, 2026

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.

CYCURION, INC.

Date: May 14, 2026 By: /s/ L. Kevin Kelly

Name: L. Kevin Kelly

Title: Chief Executive Officer

EX-99.1

Filename: exhibit991q12026earningsre.htm · Sequence: 2

Document

Exhibit 99.1

Cycurion Reports First Quarter 2026 Results

Delivers 900 Basis Point Gross Margin Expansion, Net Loss Cut 51% and $21 to $22 Million Annual Revenue Visibility Turnaround Momentum

McLean, Virginia., May 14, 2026. (GLOBE NEWSWIRE) -- Cycurion, Inc. (NASDAQ: CYCU) ("Cycurion" or the "Company"), a leader in AI-driven cybersecurity and national security solutions with trusted relationships across the U.S. Government, numerous leading corporations, and high-profile individuals across all industries, announced today results for the first quarter ended March 31, 2026.

"The first quarter of 2026 marks a clear inflection point in our transformation," said Kevin Kelly, Chairman and Chief Executive Officer of Cycurion. "We nearly doubled gross margins, significantly reduced operating expenses and executed binding agreements to acquire Halo Privacy and HavenX, which adds approximately $7 million in annualized contracted revenues at approximately 55% gross margin once the deal closes. Combined with our existing contracted backlog, which we expect to deliver approximately $15 million to $17 million in annual revenue, the addition of Halo Privacy and HavenX will increase our contracted backlog we estimate to convert to revenue in a one year period to approximately $21 million to $22 million. We are executing with discipline - exiting lower margin legacy work, reducing costs and reinvesting in our AI-driven platforms. I am confident in our path to profitability and long-term shareholder value."

Highlights of First Quarter 2026 as Compared to Fourth Quarter 2025

•Revenue of $3.3 million, which reflects the planned wind-down of certain legacy contracts ahead of the ramp of higher-margin replacement work.

•Gross margin expanded 900 basis points to 21.1% from 12.1%, nearly doubling as a result of a deliberate shift to higher-margin contracts and disciplined cost management.

•Selling, general and administrative expenses decreased $1.3 million, or 31.6%, to $2.7 million.

•Net loss improved 51.5% to $2.6 million from $5.3 million.

•EBITDA loss improved 60.2% to $1.9 million from $4.9 million.

Strategic and Operational Momentum

•Halo Privacy and HavenX Acquisition (Binding Agreement May 2026): Adds approximately $7 million in estimated annualized contracted revenue with a gross margin of approximately 55%. Brings industry-leading secure communications technology (including the Halo Link app) and elite digital investigations/attribution capabilities (HavenX), expanding Cycurion's presence in high-growth markets.

•Robust Contract Backlog: Consistent with prior disclosures, the Company's $112 million contracted backlog is expected to realize approximately $15 million – $17 million over the next twelve months, which the addition of Halo Privacy and HavenX upon closing, this expectation increases to approximately $21 million – $22 million over a one yer period.

•Cost Reduction Initiatives: Organizational realignment on track to generate over $2.2 million in annualized savings, with meaningful benefits already reflected in first quarter of 2026 selling, general and administrative expenses.

•Acquisition Pipeline: Continued advancement of the revised Memorandum of Understanding to acquire Kustom Entertainment's Legacy Video Solutions segment (expected to add approximately $5.1 million in annual revenue and approximately $8 million in contracted backlog).

About Cycurion

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.

About Halo Privacy

Halo Privacy, with more than 10 years of expertise, develops cutting-edge, privacy-first secure communication tools engineered for the highest security standards, including the revolutionary Halo Link app.

About HavenX

HavenX is a leading digital investigations and attribution firm focused on cyber-harassment, defamation tracking, OSINT, IP geolocation, breach intelligence, and high-confidence threat actor identification.

Forward-Looking Statements

This press release contains forward-looking statements as defined in 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. Such statements include, but are not limited to, statements regarding the proposed transaction contemplated by the binding agreement, including the likelihood, timing, structure or consummation of the transaction; the anticipated benefits of the transaction; the acceleration of the Company's inorganic growth strategy; the continued execution on the Company's backlog; and other statements that are not historical facts, including statements which may be accompanied by 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, risks related to customer performance and satisfaction, contract modifications, delays or terminations, and the Company’s ability to fulfill contractual obligations, 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 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

investors@cycurion.com

Cycurion Media Relations:

(888) 341-6680

media@cycurion.com

Quarterly Results of Operations and Non-GAAP Financial Measures

(Unaudited)

Quarterly Consolidated Results of Operations

For the Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Revenue $ 3,268,620 $ 3,542,644 $ 3,870,050

Cost of revenue 2,580,262 3,114,505 3,192,287

Gross profit 688,358 428,139 677,763

Gross margin 21.1 % 12.1 % 17.5 %

Operating expenses:

Selling, general and administrative expenses 2,743,695 4,013,876 337,374

Stock compensation expenses 315,833 804,424 —

Business combination expenses — 630,000 10,437,894

Total operating expenses 3,059,528 5,448,300 10,775,268

Operating loss (2,371,170) (5,020,161) (10,097,505)

Interest income 14,236 25,768 —

Interest expense (204,852) (257,174) (178,890)

Gain on debt settlement, net — (28,504) 141,653

Other expense — — (113,744)

Other expense, net (190,616) (259,910) (150,981)

Loss before income taxes (2,561,786) (5,280,071) (10,248,486)

Provision for income tax — — —

Net loss (2,561,786) (5,280,071) (10,248,486)

Less: Net loss attributable to non-controlling interest 433,324 175,017 —

Net loss attributable to Cycurion $ (2,128,462) $ (5,105,054) $ (10,248,486)

Reconciliation of Net Loss to EBITDA (Non-GAAP) and Adjusted EBITDA (Non-GAAP)

For the Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Net loss attributable to Cycurion $ (2,128,462) $ (5,105,054) $ (10,248,486)

Interest income (14,236) (25,768) —

Interest expense 204,852 257,174 178,890

Other expense — — 113,744

Depreciation and amortization 1,187 7,665 74,892

EBITDA (Non-GAAP) (1,936,659) (4,865,983) (9,880,960)

Loss on debt settlement, net — 28,504 (141,653)

Transaction related expenses — 630,000 10,437,894

Finance expense — — 100,000

Stock-based compensation 315,833 904,424 —

Adjusted EBITDA (Non-GAAP) $ (1,620,826) $ (3,303,055) $ 515,281

CYCURION, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

March 31, 2026 December 31, 2025

Assets:

Cash and cash equivalents $ 2,028,718 $ 5,255,235

Accounts receivable, net 3,336,047 2,687,479

Prepaid expenses and other current assets 106,934 60,133

Total current assets 5,471,699 8,002,847

Software development costs, net 4,735,981 4,606,981

Goodwill 21,238,450 20,842,508

Total non-current assets 25,974,431 25,449,489

Total assets $ 31,446,130 $ 33,452,336

Liabilities and Stockholders' Equity:

Liabilities:

Bank loan-revolving credit line $ 2,725,546 $ 2,933,396

Loans payable - current portion 669,693 669,693

Factoring liability 1,566,887 1,511,678

Convertible notes 192,897 192,897

Promissory notes 2,500,849 2,499,662

Loans payable - related parties 123,650 123,650

Accounts payable 1,441,596 1,314,772

Accrued liabilities 4,283,045 4,228,337

Accrued compensation and benefits 1,306,906 919,825

Accrued interest payable 1,486,041 1,347,787

Excise tax payable 1,167,173 1,167,173

Total current liabilities 17,464,283 16,908,870

Loans payable - non-current portion 300,000 300,000

Total non-current liabilities 300,000 300,000

Total liabilities 17,764,283 17,208,870

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, 0 and 0 issued and outstanding, respectively)

— —

Series B convertible preferred stock ($0.0001 par value, 3,000 shares designated, 0 and 1 issued and outstanding, respectively)

— —

Series C convertible preferred stock ($0.0001 par value, 5,000 shares designated, 2,547 and 4,851 issued and outstanding, respectively)

— —

Series D convertible preferred stock ($0.0001 par value, 6,666,700 shares designated, 150,000 and 150,000 issued and outstanding, respectively)

15 15

Series E convertible preferred stock ($0.0001 par value, 100 shares designated, 51 and 51 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, 143 and 143 issued and outstanding, respectively)

— —

Common stock ($0.0001 par value, 300,000,000 shares authorized, 5,510,021 and 3,642,501 shares issued and outstanding, respectively)

551 364

Additional paid in capital 46,979,742 46,979,762

Accumulated deficit (29,007,543) (26,879,081)

Total stockholders' equity attributable to Cycurion 17,972,765 20,101,060

Deficit attributable to noncontrolling interests (4,290,918) (3,857,594)

Total stockholders' equity 13,681,847 16,243,466

Total liabilities and stockholders’ equity $ 31,446,130 $ 33,452,336

CYCURION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

For the Three Months Ended March 31,

2026 2025

Revenue $ 3,268,620 $ 3,870,050

Cost of revenue 2,580,262 3,192,287

Gross profit 688,358 677,763

Operating expenses:

Selling, general and administrative expenses 2,743,695 337,374

Stock compensation expenses 315,833 —

Business combination expenses — 10,437,894

Total operating expenses 3,059,528 10,775,268

Operating loss (2,371,170) (10,097,505)

Other income/(expenses):

Interest income 14,236 —

Interest expense (204,852) (178,890)

Gain on debt settlement, net — 141,653

Other expense, net — (113,744)

Other expenses, net (190,616) (150,981)

Loss before income taxes (2,561,786) (10,248,486)

Provision for income tax — —

Net loss (2,561,786) (10,248,486)

Less: Net loss attributable to non-controlling interest 433,324 —

Net loss attributable to Cycurion $ (2,128,462) $ (10,248,486)

Comprehensive loss $ (2,128,462) $ (10,248,486)

Loss per share:

Basic $ (0.47) $ (15.57)

Diluted $ (0.47) $ (7.40)

Weighted average shares outstanding:

Basic 4,561,976 658,218

Diluted 4,561,976 1,383,507

CYCURION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months Ended March 31,

2026 2025

Cash flows from operating activities:

Net loss $ (2,561,786) $ (10,248,486)

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation 315,833 —

Stock-based compensation - business combination related — 9,250,000

Amortization of debt discount 1,187 64,850

Depreciation of property and equipment — 1,709

Amortization of software development costs — 8,333

Gain on debt settlement, net — (141,653)

Finance expense — 100,000

Changes in assets and liabilities:

Accounts receivable, net and other receivables (648,568) (1,300,686)

Prepaid expenses and other current assets (46,801) (11,415)

Accounts payable and accrued liabilities (184,201) (286,114)

Accrued compensation and benefits 96,248 37,673

Accrued interest payable 138,254 (219,320)

Net cash used in operating activities (2,889,834) (2,745,109)

Cash flows from investing activities:

Cash acquired on business combination — 34,983

Capitalized software development costs (129,000) (70,000)

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 (used in)/provided by investing activities (129,000) 1,799,523

Cash flows from financing activities:

Proceeds from exercise of warrants 167 3,309,921

Redemption of common stock subject to redemption — (1,001,216)

Repayments of revolving line of credit (207,850) (9,300)

Repayment of bank borrowings — (5,114)

Proceeds from convertible notes payable — 386,500

Proceeds from notes payable — 513,200

Repayments of notes payable — (20,000)

Net cash (used in)/provided by financing activities (207,683) 3,173,991

Net (decrease)/increase in cash and cash equivalents (3,226,517) 2,228,405

Cash and cash equivalents, beginning of period 5,255,235 40,790

Cash and cash equivalents, end of period $ 2,028,718 $ 2,269,195

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v3.26.1

Cover

May 14, 2026

Document Information

Document Type

8-K

Document Period End Date

May 14, 2026

Registrant Name

Cycurion, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-41214

Entity Tax Identification Number

86-3720717

Entity Address, Address Line One

1640 Boro Place

Entity Address, Address Line Two

Suite 420C

Entity Address, City or Town

McLean

Entity Address, State or Province

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22102

City Area Code

888

Local Phone Number

341-6680

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Common Stock

Document Information

Title of 12(b) Security

Common stock, par value $0.0001 per share

Trading Symbol

CYCU

Security Exchange Name

NASDAQ

Warrant

Document Information

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Redeemable warrants, each exercisable for one share of common stock at an exercise price of $345.00 per share

Trading Symbol

CYCUW

Security Exchange Name

NASDAQ

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

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Trading symbol of an instrument as listed on an exchange.

+ References

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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