Cycurion Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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Item 3.03 Material Modifications to the Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the disclosure contained in Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 27, 2025, Cycurion, Inc., a Delaware corporation (the “Company”), announced that the previously announced one-for-thirty reverse stock split of the Company’s shares of common stock, par value $0.0001 per share (the “Reverse Stock Split”) took effect with the commencement of business on October 27, 2025.
The Company effected the Reverse Stock Split by filing the Second Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Company’s shares of common stock began trading on a split-adjusted basis on The Nasdaq Global Market, when the market opened today, October 27, 2025, under the existing trading symbol “CYCU” and new CUSIP number 95758L305.
As a result of the Reverse Stock Split, every thirty of the Company’s issued shares of common stock will be combined into one issued share of common stock, without any change to the par value per share and without any change in the total number of authorized common shares. The number of outstanding shares of common stock was reduced from approximately 86,533,435 shares to approximately 2,884,447 shares.
No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise held a fraction of a share of common stock of the Company will receive a cash payment (without interest and subject to withholding taxes, as applicable) in lieu thereof at a price equal to that fraction of a share to which the stockholder would otherwise be entitled, multiplied by the closing price of the Company’s shares on The Nasdaq Global Market on the trading day immediately preceding the effective date of the Reverse Stock Split.
Item 8.01 Other Events.
On October 27, 2025, the Company issued a press release announcing that the Reverse Stock Split took effect with the commencement of business on October 27, 2025. Additionally, on October 20, 2025, the Company submitted a request to the Nasdaq Hearings Panel (the “Panel”) to appeal the determination of the Nasdaq Listing Qualification Staff to delist the Company’s securities from The Nasdaq Stock Market LLC. The Company received written notice from Nasdaq that the hearing with the Panel is scheduled for November 20, 2025. A copy of the press release is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference. For more information on the Reverse Stock Split, please see Item 5.03 above.
On October 27, 2025, the Company issued a letter to shareholders, discussing, among other things, the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 27, 2025 | |
| 99.2 | Press Release dated October 28, 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: October 28, 2025 | By: | /s/ L. Kevin Kelly |
Name: Title: |
L. Kevin Kelly Chief Executive Officer | |