Cycurion Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On September 2, 2025, Cycurion, Inc. (the “Company” or “Cycurion”) entered into a stock-for-stock exchange agreement (the “Stock-for-Stock Exchange Agreement”) with iQSTEL Inc. (“IQSTEL”). Under the terms of the agreement, Cycurion and IQSTEL will issue $1,000,000 worth of its common stock to the other company, with the number of shares being calculated by dividing $1,000,000 by the applicable per-share price of the issuing company’s common stock. Each company plans to distribute up to 50% of the shares received as stock dividends to its shareholders whereby IQSTEL shareholders will receive Cycurion shares and Cycurion shareholders will receive IQSTEL shares.
The Stock-for-Stock Exchange Agreement filed as Exhibit 10.1 is incorporated by reference herein. The description of the terms of the Stock-for-Stock Exchange Agreement is not complete and is qualified in its entirety by reference to Exhibit 10.1.
Item 8.01 Other Events.
On September 2, 2025, the Company issued a press release announcing that it will present a corporate overview at the H.C. Wainwright 27th Annual Global Investment Conference. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On September 3, 2025, the Company announced the execution of the Stock-for-Stock Exchange Agreement with IQSTEL. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Stock-for-Stock Exchange Agreement with IQSTEL, dated September 2, 2025 | |
| 99.1 | Press Release dated September 2, 2025 | |
| 99.2 | Press Release dated September 3, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CYCURION, INC. | ||
| Date: September 3, 2025 | By: | /s/ L. Kevin Kelly |
Name: Title: |
L. Kevin Kelly Chief Executive Officer | |