UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from __________ to __________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Former name, former address and former fiscal year, if changed since last report: Western Acquisition Ventures Corp.
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Each Class | Trading Symbol |
Name of Each Exchange on Which Registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company |
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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of June 5, 2025, there were shares of common stock outstanding.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. This includes, without limitation, statements regarding the financial position and the plans and objectives of management for our future operations. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this quarterly report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These risks include the risks that are identified in the “Risk Factors” section of this quarterly report and of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and also include, among others, risks associated with the following:
| ● | the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against us; | |
| ● | the ability to maintain the listing of our securities on The Nasdaq Stock Market, and the potential liquidity and trading of our securities; | |
| ● | the risk of disruption to our current plans and operations; | |
| ● | the ability to recognize the anticipated benefits of our business and the recently closed de-SPAC transaction, which may be affected by, among other things, competition and the ability to grow, manage growth profitably, and retain key employees; | |
| ● | costs related to our business; | |
| ● | changes in applicable laws or regulations; | |
| ● | our ability to meet our future capital requirements to fund our operations, which may involve debt and/or equity financing, and to obtain such debt and/or equity financing on favorable terms, and our sources and uses of cash; | |
| ● | our ability to achieve and sustain profitability of our existing lines of business and through our wholly owned subsidiaries; | |
| ● | our ability to raise sufficient capital to continue to acquire cybersecurity companies; | |
| ● | our ability to attract and retain qualified cybersecurity talent; | |
| ● | our ability to successfully execute acquisitions, integrate the acquired businesses, and create synergies as a global cybersecurity consolidator; | |
| ● | our ability to efficiently acquire customers and maintain high client retention rates; | |
| ● | our ability to attract and retain qualified key technology or management personnel and to expand our management team; | |
| ● | our ability to stay in compliance with laws and regulations currently applicable to, or which may become applicable to our business both in the United States and internationally; | |
| ● | our ability to maintain existing license agreements; | |
| ● | our estimates regarding expenses, future revenue, capital requirements, and need for additional financing; | |
| ● | our ability to achieve and maintain profitability in the future; | |
| ● | our financial performance; and | |
| ● | other factors disclosed under the section entitled “Risk Factors” in this quarterly report on Form 10-Q. |
These forward-looking statements are based on information available as of the date of this quarterly report on Form 10-Q and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
| 2 |
Cycurion, Inc.
TABLE OF CONTENTS
| 3 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CYCURION, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Other receivables | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | $ | $ | ||||||
| Non-current assets | ||||||||
| Deposit for acquisition target | ||||||||
| Fixed assets, net | ||||||||
| Software development cost | ||||||||
| Intangible asset | ||||||||
| Security deposits | ||||||||
| Goodwill | ||||||||
| Investments held in Trust Account | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Mezzanine and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Bank loan-revolving credit line | ||||||||
| Bank loan-current portion | ||||||||
| Loans payable - current portion | ||||||||
| Factoring liability | ||||||||
| Subordinated convertible promissory notes | ||||||||
| Convertible notes | ||||||||
| Promissory notes | ||||||||
| Loans payable - related parties | ||||||||
| Accounts payable | ||||||||
| Due to related party | ||||||||
| Accrued liabilities | ||||||||
| Excise tax payable | ||||||||
| Total current liabilities | ||||||||
| Long-term loan payable | ||||||||
| Series A convertible preferred stock ($ par value, shares designated, and issued and outstanding) | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and contingencies Note 19 | ||||||||
| Mezzanine Equity | ||||||||
| Common stock subject to possible redemption, $ par value, and shares at redemption value of approximately $ per share, respectively | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock ($ par value, shares authorized) | ||||||||
| Series A convertible preferred stock ($ stated value, shares designated, and issued and outstanding, respectively) | ||||||||
| Series B convertible preferred stock ($ stated value, shares designated, and issued and outstanding, respectively) | ||||||||
| Series C convertible preferred stock ($ stated value, shares designated, issued and outstanding) | ||||||||
| Series D convertible preferred stock ($ stated value, shares designated, and issued and outstanding) | ||||||||
| Series E convertible preferred stock ($ stated value, shares designated, and issued and outstanding) | ||||||||
| Common stock ($ par value, shares authorized, and shares issued and outstanding) | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity of Cycurion | ||||||||
| Equity attributable to noncontrolling interests | ( | ) | ||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to the unaudited consolidated financial statements.
| 4 |
CYCURION, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Three months ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling, general and administrative expenses | ||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||
| Other income (expenses): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain on settlement of debts | ||||||||
| Other expense | ( | ) | ( | ) | ||||
| Other income (expenses) | ( | ) | ( | ) | ||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||
| Provision before income taxes | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Less: Comprehensive income attributable to noncontrolling interests | ||||||||
| Net comprehensive loss attributed to Cycurion | $ | ( | ) | $ | ( | ) | ||
| Comprehensive income (loss) | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) per common share | ||||||||
| Basic and diluted loss per common share | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per common share | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average common shares outstanding | ||||||||
| Diluted weighted average common shares outstanding | ||||||||
See accompanying notes to the unaudited consolidated financial statements.
| 5 |
CYCURION, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Total Cycurion, Inc. Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock subject to possible | Series A convertible | Series B convertible | Series C convertible | Series D convertible | Series F convertible | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| redemption | preferred stock | preferred stock | preferred stock | preferred stock | preferred stock | Common stock | Additional | Non | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of | Number of | Number of | Number of | Number of | Number of | Number of | paid-in | Accumulated | controlling | Stockholders’ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | capital | deficit | Total | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | | $ | $ | ( | ) | $ | | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stocks redeemed (Mezzanine Equity) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Release of common stock subject to redemption | ( | ) | ( | ) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A preferred stock in exchange of Series A Preferre Stock categorized as liability | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series D preferred stock in exchange of convertible notes | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for conversion of Series B and D Preferred Stock | - | - | ( | ) | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for exercise of warrants | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for business combination costs | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for settleemnt of liability | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for employment agreement | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisiton of subsidiary | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax liability arising from redemption of Class A shares | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Cycurion, Inc. Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock subject to possible | Series A convertible | Series B convertible | Series C convertible | Series D convertible | Series F convertible | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| redemption | preferred stock | preferred stock | preferred stock | preferred stock | preferred stock | Common stock | Additional | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of | Number of | Number of | Number of | Number of | Number of | Number of |
paid-in | Accumulated |
Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | capital | deficit | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Board Compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements.
| 6 |
CYCURION, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three months ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Stock based compensation | ||||||||
| Amortization of debt discount | ||||||||
| Depreciation of fixed assets | ||||||||
| Amortization of software development cost | ||||||||
| Loss on settlement | ( | ) | ||||||
| Finance expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts and other receivables | ( | ) | ( | ) | ||||
| Prepaid and other current assets | ( | ) | ||||||
| Accounts and accrued liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Cash acquired on acquisition of subsidiary | ||||||||
| Purchase of plant and equipment | ( | ) | ( | ) | ||||
| Cash withdrawn from Trust Account in connection with redemption | ||||||||
| Release of Trust Account to Company’s bank account | ||||||||
| Net cash from (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Redemption of common stock subject to redemption | ( | ) | ||||||
| Net proceeds from line of credit | ( | ) | ( | ) | ||||
| Repayment of all bank borrowings | ( | ) | ( | ) | ||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from notes payable | ||||||||
| Repayments of notes payable | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash and restricted cash | ( | ) | ||||||
| Cash –beginning of period | ||||||||
| Cash–end of period | $ | $ | ||||||
| Supplementary cash flow information: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing activity | ||||||||
| Share exchange of Series A Preferred Stock for reverse acquisition | $ | $ | ||||||
| Series D preferred stock in exchange of convertible notes | $ | $ | ||||||
| Common stock issued for conversion of Series B and D Preferred Stock | $ | $ | ||||||
| Common stock and Series F Preferred Stock issued for acquisition of subsidiary | $ | $ | ||||||
| Excise tax liability arising from redemption of common stock subject to redemption | $ | $ | ||||||
| Release of common stock subject to redemption | $ | $ | ||||||
See accompanying notes to the unaudited consolidated financial statements.
| 7 |
CYCURION, INC. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the three months ended March 31, 2025 and 2024
NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS
Description of Business
Cycurion,
Inc (f/k/a KAE Holdings, Inc.; f/k/a Cyber Secure Solutions, Inc.; the “Company”, “Cycurion”,“we”, “us” or “our”) was incorporated on
On November 22, 2017, the Company acquired Axxum Technologies, LLC (“Axxum”), a limited liability company organized on December 29, 2006, in the Commonwealth of Virginia.
On April 3, 2019, the Company acquired Cloudburst Security, LLC (“Cloudburst”), a limited liability company organized on January 12, 2007, in the Commonwealth of Virginia.
Business Combination
On February 14, 2025, we completed the business combination and transactions (the “Business Combination”) as set forth in an Agreement and Plan of Merger, dated November 21, 2022, as amended on April 26, 2024, December 31, 2024 and February 13, 2025 (the “Merger Agreement”), by and among Western Acquisition Ventures Corp. (“Western”), Western Acquisition Merger Inc., a Delaware corporation and a wholly-owned subsidiary of Western (“Merger Sub”), and Cycurion Sub, Inc., a Delaware corporation formerly known as Cycurion, Inc. (“Cycurion Sub”). As contemplated by the Merger Agreement, Merger Sub merged with and into Cycurion Sub with Cycurion Sub as surviving the merger as a wholly-owned subsidiary of Western. In addition, in connection with the consummation of the Business Combination, Western was renamed “Cycurion, Inc.”
On February 14, 2025, the parties completed the Business Combination. As a result of the Business Combination, each ordinary share of Cycurion Sub was cancelled and converted into shares of Company common stock, on the terms set forth in the Merger Agreement. Pursuant to the terms of the Merger Agreement, the aggregate number of shares of Company common stock that was delivered as consideration in the Business Combination was capped at shares. Concurrently with the completion of the Business Combination, the Company issued an aggregate of shares of common stock, shares of Series A preferred stock (“Class A Convertible Preferred Stock”), shares of Series B preferred stock (“Class B Convertible Preferred Stock”), shares of Series C preferred stock (“Class C Convertible Preferred Stock”), shares of Series D preferred stock (“Class D Convertible Preferred Stock”), Series A warrants, Series B warrants, Series D warrants , common stock warrants, shares of common stock issued in connection with the Series D private placement, shares of common stock issued to A.G.P./Alliance Global Partners (“A.G.P.”), shares of common stock issued to Seward & Kissel LLP and shares of common stock issued to Baker & Hostetler LLP.
| 8 |
The Business Combination has been accounted for as a reverse recapitalization in accordance with U.S. GAAP because Cycurion is the operating company and has been determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), while Western is a blank check company.
Under the reverse recapitalization model, the Business Combination was treated as Cycurion issuing equity for the net assets of Western, with no goodwill or intangible assets recorded.
While Western was the legal acquirer in the Business Combination, because Cycurion, prior to the Business Combination (“Predecessor Cycurion”), was deemed the accounting acquirer, the historical financial statements of Predecessor Cycurion became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements reflect (i) the historical operating results of Predecessor Cycurion prior to the Business Combination; (ii) the combined results of Western and Predecessor Cycurion following the closing of the Business Combination; (iii) the assets and liabilities of Predecessor Cycurion at their historical cost; and (iv) Cycurion’s equity structure for all periods presented.
In accordance with the applicable guidance, the equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock issued to Predecessor Cycurion common stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Predecessor Cycurion prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.
Going Concern
The
accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”)
in the United States, which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that
assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements.
As of March 31, 2025, there was substantial doubt regarding the Company’s ability to continue as a going concern, as the Company
had a net working capital deficit and an accumulated deficit resulting from substantial losses incurred during the three months ended
March 31, 2025 and from prior periods. The Company’s ability to continue as a going concern depends upon its ability to market
and sell its products to generate positive operating cash flows. As of March 31, 2025, the Company had an accumulated deficit of $
Management’s plan is to continue improve operations to generate positive cash flows and register shares of its common stock in order to undertake a public offering to raise additional capital. Management believes that the valuation and liquidity brought by a public offering of its securities will allow holders of convertibles notes, and convertible preferred stockholders the mechanism to convert their securities into common stock that will reduce the Company’s overall leverage and debt service requirement. If the Company is not able to continue generating positive operating cash flows, and raise additional capital, there is the risk that the Company may become insolvent.
| 9 |
Restricted Cash
In
accordance with the trust agreement between Western and Equiniti Trust Company, LLC, dated January 11, 2022, the Company is
permitted to withdraw interest from the trust account (the “Trust Account”) to pay its tax obligations, including
federal income taxes and state franchise taxes. The balance of this withdrawal is included in restricted cash in the amount of
$
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited consolidated condensed financial statements are presented in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ended December 31, 2025 or for any future interim periods.
The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto, included in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange (“SEC”) on April 17, 2025.
Principles of consolidation
These financial statements include the accounts of Cycurion, Inc. (f/k/a KAE Holdings, Inc.; f/k/a Cyber Secure Solutions, Inc.) and its wholly owned subsidiaries: Axxum Technologies, LLC (“Axxum”), Cloudburst Security, LLC (“Cloudburst”), Cycurion Innovation, Inc. (“Cycurion Innovation”), Western, and SLG Innovation Inc (“SLG”). All significant inter-company balances, fees, and expenses have been eliminated in consolidation.
Segment Information
Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment.
Our CEO assesses performance and decides how to allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations. Total assets on the Consolidated Balance Sheets represent our segment assets.
Reclassification
Certain amounts have been reclassified to improve the clarity and comparability of the financial statements. These reclassifications had no impact on previously reported total assets, liabilities, equity, net income (loss), or cash flows for any periods presented.
| 10 |
Emerging Growth Company
The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Start-ups Act of 2012 (the “JOBS Act”) which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies. The Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates
The preparation of financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures regarding contingent liabilities at the date of the financial statements. These estimates may affect the reported amounts for certain revenues and expenses incurred during the reporting period; actual results may materially differ from these estimates.
Cash and Cash Equivalents and Restricted Cash
Cash
and cash equivalents include cash on hand, deposits in banks, and any investments with maturities with less than three months from
inception to maturity. The Company’s primary bank deposits are located in the United States. Those deposits are provided
protection under the Federal Deposit Insurance Corporation (“FDIC”) up to maximum of $
The
Company had $
The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s shares of common stock sold in the initial public offering of Western feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.
| 11 |
As of March 31, 2025 and December 31, 2024, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:
| Common stock subject to possible redemption as of December 31, 2024 | $ | |||
| Less: | ||||
| Redemption | ( | ) | ||
| Release of common stock subject to redemption | ( | ) | ||
| Common stock subject to possible redemption as of March 31, 2025 |
Accounts receivable
Accounts receivable is stated at the original amount less an allowance for credit losses.
Accounts receivable is recognized in the period when the Company has provided services to its customers and when its right to consideration is unconditional. ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. The Company’s estimation of allowance for credit losses considers factors such as historical credit loss experience, age of receivable balances, subsequent collection, current market conditions, reasonable and supportable forecasts of future economic conditions.
The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company considers factors in assessing the collectability of its receivables, such as the age of the amounts due, the customer’s payment history, credit-worthiness and other specific circumstances related to the accounts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted.
The Company also assessed the creditworthiness and solvency of its customers as of March 31, 2025 and December 31, 2024 and has determined that those customers were unlikely not to settle their balances in full; accordingly, as of March 31, 2025 and December 31, 2024, the Company’s estimated allowance for credit losses was both zero.
Property, plant, and equipment
Equipment is carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the equipment are as follows:
| Office equipment | ||
| Furniture and fixtures | ||
| Leasehold improvement | ||
| Capital lease | ||
| Software |
The cost of maintenance and repairs to fixed assets are charged to expenses as incurred.
Goodwill
Goodwill
represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired in a business combination.
Goodwill is reviewed for impairment annually during the fourth quarter of each fiscal year, or more frequently if impairment indicators
arise. The review of goodwill impairment consists of either using a qualitative approach to determine whether it is more likely than
not that the fair value of the assets is less than their respective carrying values or a one-step quantitative impairment
test. In performing the qualitative assessment, we consider many factors in evaluating whether the carrying value of goodwill may not
be recoverable. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not
that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed. The quantitative
test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting
unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill).
Fair value is generally determined using a discounted cash flow analysis. During the three months ended March 31, 2025 and 2024,
| 12 |
Software development costs
The Company is undergoing new Software as a Service (“SaaS”) product development based on an acquired SaaS platform in previous years, which has not been utilized in its original form. Cost from the acquired SaaS platform, functionalities and modules and the redesigned features of the distinct new SaaS product are accounted for under ASC 985-20 (Costs of Software to Be Sold, Leased, or Marketed). Development costs were capitalized as “Software Development in Progress” after achieving technological feasibility.
Accounting for long-lived assets
The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.
If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Bank loans
The Company accounts for borrowings from banks as either current or long-term borrowings. Origination and closing costs for long term borrowings are accounted for using the effective interest method and accreted to the Company’s outstanding balances owed over the life of the long-term loan, and the related interest expense is recognized to the results of operations.
Revenue recognition
The Company adopted ASC Topic 606, Revenue from Contracts with Customers. Revenue from contracts with customers is recognized using the following five steps:
| 1. | Identify the contract(s) with a customer; | |
| 2. | Identify the performance obligations in the contract; | |
| 3. | Determine the transaction price; | |
| 4. | Allocate the transaction price to the performance obligations in the contract; and | |
| 5. | Recognize revenue when (or as) the entity satisfies a performance obligation. |
In applying ASC 606, the Company will recognize revenue when the Company has negotiated and formalized the terms of the transaction in the form of written contracts with their customers that set forth the sales price, the scope of services to be delivered by professional technology infrastructure and cyber engineers measured in hours, accompanied by hourly billing rates, and payment terms; typically, the performance obligations in the contract are the delivery of service hours; when the Company has obtained evidence that the service has been delivered and the performance obligations have been fulfilled, it will record revenue and either recognize an asset such as accounts receivable or decrease deferred revenue from its liabilities.
| 13 |
Management has determined that its services business can be segregated into four lines of business. Each line of business has its own methodology for recognizing revenue.
Advisory Consulting
The Company enters into service agreements with customers that will set forth the responsibilities of both parties, including the type of service to de delivered, the timing of the delivery of those services, and the associated price per unit for such services. The unit of measure in the agreement is typically hours. The advisory consulting services represent a single performance obligation, as they constitute a series of distinct hourly services that are substantially the same and transferred to the customer over time. The revenue from advisory service agreement will also set forth the timing of payments by the customers which is typically between 60 and 90 days from the date that an invoice is issued to the customer. The Company issues invoices when management has received acknowledgment from the customer that it has rendered service as measured in hours to the customer. As a practical matter, the Company continuously delivers service to customers, and the customer receives benefits from those services over time. The revenue advisory consulting is recognized over time as services are rendered, based on contractual hourly rates, and when the Company has received the aforementioned acknowledgement from its customers that service has been rendered related to hours accumulated over period of time, such as a week, or two weeks, or a month, which is determined on a customer by customer basis. The Company’s contracts do not include terms for returns, or warranties, or guarantees, or rebates, or discounts on the services rendered. The company also enters into annual contracts with customers to provide ongoing advisory and consulting services. Services are delivered continuously over the contract term and customers are billed periodically. The annual service contract represents a single performance obligation because the services are a series of distinct, substantially similar acts that are inseparable and transferred over time. Revenue is recognized over time straight-line over the contract term.
Managed Security Service Practice (MSSP)
Management has determined that its managed security service practice is a bundle of cybersecurity software tools, and expert 24x7x365 monitoring and breach resolution service that is accounted for as a single performance obligation that is delivered over time which is typically a month; the components of the bundle have individual commercial value; however, management believes assigning stand-alone value to each component is impractical because each component would not be able to be fully implemented or utilized if not packaged with the other components; therefore, management believes the MSSP can only be sold as a bundle package over time. At the time that the Company recognizes revenue it is has either already received funds in advance from its customer, or it is reasonably assured that it will collect funds from its customer; in the event that funds that are received in advance, they are accounted for as contract liabilities in the deferred revenue account until the Company fulfills the performance obligation; a majority of the Company’s contracts call for the Company to first deliver service and collect fees thereafter; the Company typically receives payment for these contracts within thirty to ninety days of delivery of service. The Company does not sell monitoring time, security software-tools, and breach resolution as stand-alone services, as the customer would not receive the benefits of these items if they were not sold as an integrated package. The cybersecurity needs to monitor the customer cybersecurity environment regularly, stay up to date on cyberthreats and solutions, maintain its software tools, and then address threats identified, or rectify situations when customer environments have been breached. It is not practical or viable to sell these components separately, as customers expect comprehensive solutions. While the components are separately identifiable, management does not believe they could market the components individually. The Company’s management does not believe their customers can benefit from the individual components alone, and there are not readily available resources in the market that can be obtained to make those components viable. The continuous monitoring allows the Company to identify and either neutralize and or rectify breaches by having up to the minute first-hand information, and the tools allow the Company to implement solutions rapidly; the absence all of the components would render the solutions and service offering significantly devalued and non-competitive in the marketplace.
| 14 |
The Company believes MSSP meets the criteria to combine the goods and services under a single performance obligation. The Company believes combined integrated solution is delivered continuously over a period of time; in accordance with the terms of the contract between the Company and its customers, the Company receives prepayments in advance from its customers, and recognizes those payments to revenues over a period of time, which is typically each month.
Managed Service Provider (MSP)
The Company’s managed service provider (MSP) service offering is the provision of IT infrastructure support to customers, specifically in the areas of desktop support, on-site troubleshooting, and cloud-based network infrastructure troubleshooting. This service is accounted for as a single performance obligation that is delivered over time, which is typically a month; At the time that the Company recognizes revenue, it either already received funds in advance from its customer, or it is reasonably assured that it will collect funds from its customer; in the event that funds that are received in advance, they are accounted for as contract liabilities in the deferred revenue account until the Company fulfills the performance obligation; a majority of the Company’s contracts call for the Company to first deliver service and collect fees thereafter; the Company typically receives payment for these contracts within thirty to ninety days of delivery of service.
MSP requires the integration of tools and labor in order for a customer to receive any benefit from the services provided. The Company refers to the guidance in ASC 606-10-25-19 to provide an analysis regarding this accounting recognition of this integrated service. Under MSP, the customer cannot receive any benefit purely from labor or individual software tools as a stand-alone service. The tools that the Company deploys require engineers to decipher results and develop solutions to problems during the service period covered in a contract.
While components can be separately identified, they must be used in conjunction with each other to serve the Company’s customers. The Company must continuously make available support engineers to customers whenever they need support and troubleshooting. The service includes remote resolution of issues or going onsite to customer locations to solve problems. The Company’s contracts with customers require the Company to have these resources available during the length of the contract; therefore, these services are continuously delivered as a service over time; accordingly, the Company recognizes revenue for such MSP contract on a monthly basis.
Software as a service (SaaS)
Management has determined that its software as a service is a suite of cybersecurity tools that are delivered either remotely or on customer premises. The service is delivered on a monthly basis. The cybersecurity tools are typically sold as a package; however, the individual components of the suite of tools can either be sold individually or bundled together. Nevertheless, if they are sold individually, or as a bundle, they are all delivered over time; accordingly, the Company recognizes revenue over time, which is typically monthly; At the time that the Company recognizes revenue it is has either already received funds in advance from its customer, or it is reasonably assured that it will collect funds from its customer; in the event that funds that are received in advance, they are accounted for as contract liabilities in the deferred revenue account until the Company fulfills the performance obligation ; a majority of the Company’s contracts call for the Company to first deliver service and collect fees thereafter; the Company typically receives payment for these contracts within thirty to ninety days of delivery of service.
| 15 |
The Company’s SaaS is delivered continuously over time; it is a subscription service where the Company provisions a suite of security software tools to its customers accessed via the internet that allows the customers to protect themselves from cyber-attacks using multiple tools within the suite. This subscription service is recognized to revenue monthly.
The Company’s disaggregated revenues for the three months ended March 31, 2025 and 2024 were as follows:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Advisory Consulting | $ | $ | ||||||
| Managed Security Service Practice (MSSP) | ||||||||
| Software as a Service (Saas) | ||||||||
| $ | $ | |||||||
Cost of revenue
Cost of revenue primarily consists of compensation expenses for program personnel, and the fringe benefits associated with this compensation, subcontractor costs, and other direct expenses incurred to deliver services to customers.
Selling, general, and administrative expenses
Selling, general and administrative expenses are expensed as incurred.
Income taxes
The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.
The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per-share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
| 16 |
As of March 31, 2025, common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive (see Note 18).
Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Comprehensive income
Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income includes the foreign currency translation adjustment and unrealized gain or loss.
Accounting for Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants, Private Placement Warrants, and all other warrants issued qualify for equity accounting treatment.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In March 2024, the FASB issued ASU 2024-02 “Codification Improvements – Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”), which contains amendments to the Codification to remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. Generally, ASU 2024-02 is not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective for the Company for fiscal years beginning after December 15, 2024. The Company does not expect this update to have a material impact on its financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on the consolidated financial statements and whether the Company will apply the standard prospectively or retrospectively.
| 17 |
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.
NOTE 3 — ACCOUNTS RECEIVABLES
Accounts receivables consisted of the following As of March 31, 2025 and December 31, 2024:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Gross accounts and other receivables | $ | $ | ||||||
| Less: Allowance for doubtful accounts | ||||||||
| $ | $ | |||||||
During the three months ended March 31, 2025 and 2024, the Company have not written off any outstanding receivable.
NOTE 4 — BUSINESS COMBINATION
SLG Innovation, Inc.
SLG
is a technology services firm with operations and client contracts deemed to be strategically complementary to the Company’s existing
business and long-term growth objectives. As of December 31, 2020, the Company had initiated discussions regarding the potential acquisition
of SLG Innovation, Inc. (“SLG”) and had advanced a non-refundable deposit of $
As
of December 31, 2024, the refundable deposit had increased to $
On
April 29, 2023, the Company and SLG executed a unidirectional letter of intent (“SLG LOI”), which bound SLG to the transaction
but did not obligate the Company. The SLG LOI provided that, unless terminated by the Company on or before April 30, 2024, the Company
would proceed to acquire SLG or substantially all of its assets and liabilities through a structure to be finalized. The agreed-upon
valuation included the $
In connection with the SLG transaction, the Company also entered into a separate unidirectional letter of intent with RCR (“RCR LOI”) on April 29, 2023, under which the Company would acquire SLG’s payables owed to RCR, subject to the closing of the SLG transaction. Consideration for the RCR transaction was to be settled in the form of Company shares, as specified in the RCR LOI.
| 18 |
On
March 31, 2025, the company entered into a Management Services Agreement and a Release agreement (the “Agreement”) to acquire
certain assets and assumed certain liabilities to acquire
a.
prepaid deposit of $
b. shares of common stock having par value of $ per share; and
c.
shares of Series E Preferred stock with a face value of $
d. $
The Company has determined that the SLG acquisition constitutes a business combination as defined by ASC 805, Business Combinations (“ASC 805”). ASC 805 establishes principles and requirements as to how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. The assets acquired and liabilities assumed are recognized provisionally in the accompanying consolidated balance sheets at their estimated fair values as of March 31, 2025. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired assets and liabilities, if any. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than March 31, 2026. The estimated fair values as of the acquisition date are based on information that existed as of the acquisition date. During the measurement period the Company may adjust provisional amounts recorded for assets acquired and liabilities assumed to reflect new information that the Company has subsequently obtained regarding facts and circumstances that existed as of the acquisition date.
The following table summarizes the fair value of cash and non-cash consideration transferred, assets acquired, liabilities assumed as of the acquisition date, resulting in the bargain purchase gain:
| Valuation as of | ||||
| March 31, 2025 | ||||
| Cash Consideration | $ | |||
| Noncash Consideration: | ||||
| Common Stock (1) | ||||
| Series E Preferred Stock(2) | ||||
| Account receivables in Cycurion owing from SLG(3) | ||||
| Total Noncash Consideration: | $ | |||
| Total Consideration | $ | |||
| (1) | ||
| (2) | ||
(3) |
| Valuation as of | ||||
| March 31, 2025 | ||||
| Total consideration: | $ | |||
| Assets acquired | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable | ||||
| Assets acquired | $ | |||
| Labilities assumed | ||||
| Accounts payable | $ | |||
| Accrued liability | ||||
| Payroll liability | ||||
| Factoring liability | ||||
| Due to RP | ||||
| Loans payable | ||||
| Liabilities to Cycurion | ||||
| Liabilities assumed | $ | |||
| Net liability | ( | ) | ||
| Elimination of inter-company balances | ||||
| Elimination of liabilities in SLG | ||||
| Non-controlling interest (1) | ( | ) | ||
| Goodwill (2) | $ | |||
| (1) | Fair
value of the noncontrolling interest based on NCI’s |
| (2) | Goodwill is calculated as Total Consideration paid less the net assets acquired. |
| 19 |
NOTE 5 — FIXED ASSETS, SOFTWARE DEVELOPMENT COSTS, AND INTANGIBLE ASSET
Fixed assets consisted of the following as of March 31, 2025 and December 31, 2024:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| At Cost: | ||||||||
| Equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Capital lease | ||||||||
| Software | ||||||||
| Less: Accumulated depreciation | ||||||||
| Equipment | ||||||||
| Furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Capital lease | ||||||||
| Software | ||||||||
| Less: Accumulated depreciation | ||||||||
| $ | $ | |||||||
During
the three months ended March 31, 2025 and 2024, the Company recorded depreciation expenses in cost of revenue of $
Software development costs consisted of the following as of March 31, 2025 and December 31, 2024:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| At Cost: | ||||||||
| Software development cost | ||||||||
During
the three months ended March 31, 2025 and 2024, the Company incurred software development costs of $
| 20 |
In 2024, the Company reclassed software development costs from fixed asset to software development costs. The Company continuing incurs costs to develop new modules, functionalities, and integrations on previous purchased SaaS platform in order to develop a new product with differentiated offering. As of March 31, 2025, the SaaS platform is still undergoing development stage and not ready for external sales. No amortization has been recorded during the three months ended March 31, 2025 and 2024.
In 2024, the Company reclassed a part of software from fixed asset to software development costs.
Intangible assets consisted of the following as of March 31, 2025 and December 31, 2024:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| At Cost: | ||||||||
| Contractual relationship | $ | $ | ||||||
| Implementation | ||||||||
| Software | ||||||||
| Less: Accumulated amortization | ||||||||
| Contractual relationship | ||||||||
| Implementation | ||||||||
| Software | ||||||||
| $ | $ | |||||||
During
the three months ended March 31, 2025 and 2024, the Company recorded amortization expenses in selling, general and administrative expenses
of $
NOTE 6 — GOODWILL
Acquisition of Axxum Technologies, LLC.
On November 22, 2017, the Company entered into a share transfer agreement with Axxum and the two prior members of Axxum to purchase % of the members’ equity interest in the Company in exchange for $ in cash and $ in two subordinated convertible promissory notes for $ each, payable to the two members of Axxum. Accordingly, Axxum became a wholly-owned subsidiary of the Company. The Company assessed the carrying value of Axxum’s assets and liabilities at the date of acquisition and determined that the carrying value of those accounts approximated fair value; the difference between the purchase price paid for the acquisition of Axxum and the net asset value derived from the assets and liabilities of Axxum at the date of acquisition has been recognized as goodwill. Accordingly, the purchase costs of $ in cash, $ in promissory notes, and $ in capitalized transaction costs, less $ in adjustment in working capital that is recoverable from sellers resulted in a total purchase cost of $; the net asset value of Axxum at the date of acquisition was $; accordingly, the Company recognized $ in goodwill related to the acquisition of Axxum.
| 21 |
Acquisition of Cloudburst Security, LLC.
On
April 3, 2019, the Company entered into a membership interest purchase agreement with Cloudburst Security, LLC, a Virginia limited liability
company, and its two equity holders to purchase
Relevant factors to the Company’s assessment of the carrying value of goodwill for both business combinations in accordance to the fair value hierarchy under the category of level 3 are as follows: estimation of the growth rate of future incoming and outgoing cash flows, certain elements that comprise the appropriate weighted average cost of capital, such as the equity of potential market participants for comparability analysis, and the Company’s sensitivity to outside factors that would lead to variation in the aforementioned cash flows and weighted average cost of capital.
The
Company’s management reviewed the performance of Cloudburst and its manager during the year ended December 31, 2020 and determined
that Cloudburst had not met the performance targets set forth at the time of acquisition; as a result, the manager of Cloudburst was
dismissed. Management of the Company performed a quantitative analysis of the carrying value of the subsidiary and its related goodwill
by preparing a future discounted cash flow analysis, which included variables such as expectations on future cash flows, calculation
of the cost of capital, and the probability of capturing certain contracts under the framework of Cloudburst being a federal government
approved service provider, and determined that the fair value as of December 31, 2020 was lower than the carrying value that was previously
established at the point of acquisition; accordingly, during the year ended December 31, 2020, the Company determined that the contingent
earnout should be de-recognized, and written off in its entirety in the amount of $
Acquisition of SLG Innovation Inc.
The
Company initiated discussions to acquire SLG in late 2020, advancing an initial non-refundable deposit
of $
On
March 31, 2025, the Company finalized an agreement to acquire
| 22 |
The
acquisition was accounted for as a business combination under ASC 805. As of the acquisition date, the fair value of assets acquired
totaled $
| 2025 | 2024 | |||||||
| Goodwill | ||||||||
| Axxum | $ | $ | ||||||
| Cloudburst | ||||||||
| SLG | ||||||||
| Total Goodwill | $ | $ | ||||||
NOTE 7 — BANK LOANS
Bank loan-revolving credit line
On
November 22, 2017, Axxum procured from Main Street Bank a revolving line of credit with a maximum of up to $
On
April 18, 2019, Axxum, Cloudburst, and the Company collectively renewed the revolving line of credit with a maximum aggregate principal
sum of $
On
June 29, 2020 and again on June 30, 2021, the Company amended the revolving line of credit with an extension of the maturity date to
As
of March 31, 2025, the stated rate of interest of the revolving line of credit was
Bank
term loan Concurrent with Axxum’s procurement of the above-mentioned revolving credit line, Axxum also procured a term loan from
Main Street Bank in the amount of $
| 23 |
Axxum
is subject to the following affirmative loan covenants:
On
April 18, 2019, Axxum, Cloudburst, and the Company collectively amended the Loan and Security Agreement, including the addition of Cloudburst
as a borrower. The stated interest rate increased to
On
June 29, 2020, the Company amended and restated the Loan and Security Agreement by extending the maturity date to
The
loan covenants were replaced as follows:
As
of March 31, 2025, the stated rate of interest of the loan was
The
Company has categorized balances due within one operating period as current and those payments due after one operating period as long-term.
As of March 31, 2025 and December 31, 2024, the Company recorded bank loan-current portion of $
Pledge agreement
Concurrent with Axxum’s procurement of the above-mentioned revolving credit line and loan, Axxum entered into a Pledge Agreement. The following pledges of collateral and credit enhancement were made by Axxum and the Company as the sole member of Axxum: (i) the Company equity ownership in Axxum and (ii) all of Axxum’s assets, such as accounts, instruments, equipment, fixtures, deposit accounts, letter of credit rights, and any other assets. All future debt is subordinated to the bank term loan until the term loan is repaid in full. Personal guarantees have also been made by Emmit McHenry, Kurt McHenry, and Alvin McCoy III, as officers and stockholders of the Company in support of the term loan.
| 24 |
On April 18, 2019, Axxum, Cloudburst, and the Company collectively amended the Pledge Agreement, including the addition of Cloudburst as a pledgor. The following pledges of collateral and credit enhancement were made by Axxum, Cloudburst, and the Company: (i) all of the equity of Axxum, Cloudburst and each other subsidiary of the Company then owned or hereafter acquired by the Company and (ii) all rights to which the owner of the pledged equity then or may thereafter become entitled by virtue of owning such pledged equity and being a member of Axxum, Cloudburst, and each other subsidiary of the Company.
During
the three months ended March 31, 2025 and 2024, the Company record amortization of discount of $
NOTE 8 — LOANS PAYABLE
The following table summarizes the components of the Company’s loans payable and advances as of March 31, 2025 and December 31, 2024:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Loan payable | $ | |||||||
| Loan payable-SLG | ||||||||
| EIDL Cycurion Loan | ||||||||
| EIDL SLG Loan | ||||||||
| Private Loan payable | ||||||||
| Total face value | ||||||||
| Unamortized discount | ||||||||
| Total loans payable | ||||||||
| Current portion of loans payable and advances | ||||||||
| Long-term portion of loans payable and advances | $ | $ | ||||||
Loan payable
On
March 20, 2023, the Company entered into a receivable purchase agreement (the “RPA Loan”) for case received of $
EIDL Cycurion Loan
On
July 16, 2020, the Company executed the standard loan documents required for securing loans (the “EIDL Loan - Cycurion”)
offered by the U.S. Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan
(“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The
principal amount of the EIDL Cycurion Loan is $
| 25 |
EIDL SLG Loan
On
September 30, 2020, the Company executed the standard loan documents required for securing loans (the “EIDL SLG Loan”)
offered by the SBA under its EIDL assistance program in light of the impact of the COVID-19 pandemic on the Company’s
business. The principal amount of the EIDL SLG Loan is $
Loan Payable-SLG
In
2022 and 2023, the Company entered into non-recourse agreements with a lender to sell future receipts. Under the agreement, the Company
was required to make daily payments. The terms were renegotiated to monthly payments in 2023. As of March 31, 2025, the balance on the
loan is $
Private Loan payable
In
2017, the Company entered into a loan agreement with a third party to provide up to $
NOTE 9 — PROMISSORY NOTES
The following table summarizes the components of the Company’s promissory notes of March 31, 2025 and December 31, 2024:
| March 31, | December 31, | Stated | Maturity | |||||||||||||
| 2025 | 2024 | interest | (Calendar year) | |||||||||||||
| Note issued in 2017 | $ | $ | % | |||||||||||||
| Notes issued prior to 2021 | % | |||||||||||||||
| Notes issued in 2023 | % | |||||||||||||||
| Notes issued in 2024 | % | |||||||||||||||
| Notes issued in 2025 | % | |||||||||||||||
| Total face value | ||||||||||||||||
| Unamortized discount and issuance costs | ( | ) | ( | ) | ||||||||||||
| Total notes payable | $ | $ | ||||||||||||||
During
the three months ended March 31, 2025, the Company issued promissory notes in the amount of $
| 26 |
During
the three months ended March 31, 2025 and 2024, the Company record amortization of debt discount of $
Subordinated Convertible Promissory notes payable
On
March 22, 2022, the Company issued subordinated convertible promissory notes with principal value of $
On
November 22, 2022, the Company issued to three otherwise unaffiliated investors $
The
Company entered into the Merger Agreement with Western and Merger Sub, on November 21, 2022, as amended. As a result of the Business
Combination, Cycurion raised $
During
the three months ended March 31, 2025, the Company issued preferred stocks and warrants in exchange of the outstanding convertible promissory
notes which had an aggregate principal amount of $
As
of March 31, 2025 and December 31, 2024, the Company had outstanding convertible promissory notes of $
NOTE 10 – CONVERTIBLE NOTES
The following table summarizes the components of the Company’s convertible notes of March 31, 2025 and December 31, 2024:
| March 31, | December 31, | Stated | Maturity | |||||||||||||
| 2025 | 2024 | interest | (Calendar year) | |||||||||||||
| Notes issued in 2025 | $ | % | ||||||||||||||
| Total face value | ||||||||||||||||
| Unamortized discount and issuance costs | ( | ) | ||||||||||||||
| Total notes payable | $ | $ | ||||||||||||||
During
the three months ended March 31, 2025, the Company issued convertible notes in the amount of $
| 27 |
During
the three months ended March 31, 2025 and 2024, the Company record amortization of debt discount of $
NOTE 11 – FACTORING LIABILITY
On
July 12, 2022, the Company entered into agreement with a lender Factor A, whereby the Factor A would loan proceeds against certain
accounts receivable up to
Accordingly,
pursuant to ASC 860-20-55-24, the Company recognized a factoring liability to the lenders until the accounts receivable are collected.
As of March 31, 2025, the factoring liability was $
NOTE 12 — SERIES A CONVERTIBLE PREFERRED STOCK
As
of December 31, 2024, the Company had designated shares of Series A Convertible Preferred Stock with a par value of $ per
share. The Series A had voting rights on an as-if-converted to common stock basis. The holders were entitled to a
As a part of the Business Combination with Western, the Company issued shares of Series A Convertible Preferred Stock, par value $ per share (“Class A Convertible Preferred Stock”), in connection with the conversion and settlement of previously outstanding securities mentioned above. Refer Note 13 for the characteristic of newly issued Series A Convertible Preferred stock.
NOTE 13 — EQUITY
Preferred Stock
The Company has authorized shares of preferred stock, par value of $ per share, issuable from time to time in one or more series.
Mezzanine Equity
As of March 31, 2025 and December 31, 2024, there are and shares of common stock subject to possible redemption, respectively.
Stockholders’ Equity
Series A Convertible Preferred Stock
The Company has designated shares of Series A Convertible Preferred Stock with a stated value of $ per share.
| 28 |
Voting Rights: The holders of our Cycurion’s Series A Stock have voting rights on an as-if-converted-to-Common-Stock basis, and as required by law (including without limitation, the GCL) and as expressly provided in this Certificate of Designation. As long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then-outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
Dividend
Rights: Holders of shares of Cycurion’s Series A Convertible Preferred Stock shall entitled to receive, dividends on shares
of Preferred Stock at the rate of twelve percent (
Conversion
Rights:
Liquidation Preference: Holders of shares of Cycurion’s Series A Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up of Cycurion, whether voluntary or involuntary, shall be entitled to receive out of the assets, whether capital or surplus, of Cycurion an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share of Series A Convertible Preferred Stock before any distribution or payment shall be made to the holders of common stock, and, if the assets of Cycurion shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of Series A Convertible Preferred Stock shall be ratably distributed among them in accordance with the respective amounts that would have been payable on such shares if all amounts payable thereon had been paid in full.
Protective Provisions: As long as any shares of Series A Convertible Preferred Stock are outstanding, Cycurion shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series A Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series A Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for Cycurion’s Series A Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of shares of Series A Convertible Preferred Stock, (c) increase the number of authorized shares of Series A Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
As part of the acquisition of Western during the three months ended March 31 2025, the Company issued to unaffiliated investors a total of preferred shares.
As of March 31, 2025 and December 31, 2024, there were and of Series A Convertible Preferred Stock issued and outstanding, respectively.
Series B Convertible Preferred Stock
The Company has designated shares of Series B Convertible Preferred Stock with a stated value of $ per share.
| 29 |
Voting Rights: Holders of shares of Cycurion’s Series B Convertible Preferred Stock shall not have any voting rights except as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for Cycurion’s Series B Convertible Preferred Stock.
Dividend Rights: Holders of shares of Cycurion’s Series B Convertible Preferred Stock shall be entitled to receive, and Cycurion shall pay, dividends on shares of Series B Convertible Preferred Stock (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of common stock when, as, and if such dividends are paid on shares of common stock.
Conversion
Rights:
Liquidation Preference: Holders of shares of Cycurion’s Series B Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up of Cycurion, whether voluntary or involuntary, shall be entitled to receive out of the assets, whether capital or surplus, of Cycurion an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of common stock, and, if the assets of Cycurion shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of Series B Convertible Preferred Stock shall be ratably distributed among them in accordance with the respective amounts that would have been payable on such shares if all amounts payable thereon had been paid in full.
Protective Provisions: As long as any shares of Series B Convertible Preferred Stock are outstanding, Cycurion shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series B Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series B Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for Cycurion’s Series B Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of shares of Series B Convertible Preferred Stock, (c) increase the number of authorized shares of Series B Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
As part of the acquisition of Western, during the three months ended March 31 2025, the Company issued to unaffiliated investors a total of preferred shares of series B Convertible Preferred Stock in exchange of existing Series B Convertible Preferred Stock.
During the three months ended as of March 31, 2025, a total of Series B Convertible Preferred Stock were converted into shares of common stock.
As of March 31, 2025 and December 31, 2024, there were and shares of Series B Convertible Preferred Stock issued and outstanding, respectively.
Series C Convertible Preferred Stock
The Company has designated shares of Series C Convertible Preferred Stock with a stated value of $ per share.
| 30 |
Voting Rights: The holders of our Series C Stock have voting rights on an as-if-converted-to-Common-Stock basis, as required by law, and as expressly provided in its Certificate of Designation, as follows. As long as any shares of our Series C Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of our Series C Stock, (a) alter or change adversely the powers, preferences, or rights given to our Series C Stock or alter or amend its Certificate of Designation, (b) amend our Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of our Series C Stock, (c) increase the number of authorized shares of our Series C Stock, or (d) enter into any agreement with respect to any of the foregoing.
Dividend
Rights: We shall pay dividends on our Series C Stock at the rate of
Conversion
Rights:
Liquidation
Preference: Our Series C Stock has a liquidation preference in an amount equal to its per-share Stated Value ($
Protective Provisions: As long as any shares of Series C Convertible Preferred Stock are outstanding, Cycurion shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series C Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series C Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for Cycurion’s Series C Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of shares of Series C Convertible Preferred Stock, (c) increase the number of authorized shares of Series C Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
As part of the acquisition of Western, during the three months ended March 31 2025, the Company issued a total of preferred shares of series C Convertible Preferred Stock in exchange of existing shares of Cycruion common stock and Warrants.
As of March 31, 2025 and December 31, 2024, there were shares of Series C Convertible Preferred Stock issued and outstanding.
Series D Convertible Preferred Stock
The Company has designated shares of Series B Convertible Preferred Stock with a stated value of $ per share.
| 31 |
Voting Rights: Holders of shares of Cycurion’s Series D Convertible Preferred Stock shall not have any voting rights except as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for Cycurion’s Series D Convertible Preferred Stock.
Dividend Rights: Holders of shares of Cycurion’s Series D Convertible Preferred Stock shall be entitled to receive, and Cycurion shall pay, dividends on shares of Series D Convertible Preferred Stock (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of common stock when, as, and if such dividends are paid on shares of common stock.
Conversion
Rights:
Liquidation Preference: Holders of shares of Cycurion’s Series D Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up of Cycurion, whether voluntary or involuntary, shall be entitled to receive out of the assets, whether capital or surplus, of Cycurion an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share of Series D Convertible Preferred Stock before any distribution or payment shall be made to the holders of common stock, and, if the assets of Cycurion shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of Series D Convertible Preferred Stock shall be ratably distributed among them in accordance with the respective amounts that would have been payable on such shares if all amounts payable thereon had been paid in full.
Protective Provisions: As long as any shares of Series D Convertible Preferred Stock are outstanding, Cycurion shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series D Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series D Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for Cycurion’s Series D Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of shares of Series D Convertible Preferred Stock, (c) increase the number of authorized shares of Series D Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
As part of the acquisition of Western, during the three months ended March 31 2025, the Company issued to unaffiliated investors a total of preferred shares of series D Convertible Preferred Stock.
During the three months ended as of March 31, 2025, a total of Series D Convertible Preferred Stock were converted into shares of common stock.
As of March 31, 2025 and December 31, 2024, there were and shares of Series D Convertible Preferred Stock issued and outstanding, respectively.
Series E Convertible Preferred Stock
The Company has designated shares of Series E Convertible Preferred Stock with a stated value of $ per share.
| 32 |
Voting Rights: Holders of shares of Cycurion’s Series E Convertible Preferred Stock shall not have any voting rights except as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for Cycurion’s Series B Convertible Preferred Stock.
Dividend Rights: Holders of shares of Cycurion’s Series E Convertible Preferred Stock shall be entitled to receive, and Cycurion shall pay, dividends on shares of Series E Convertible Preferred Stock (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of common stock when, as, and if such dividends are paid on shares of common stock.
Conversion
Rights:
Liquidation Preference: Holders of shares of Cycurion’s Series E Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up of Cycurion, whether voluntary or involuntary, shall be entitled to receive out of the assets, whether capital or surplus, of Cycurion an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share of Series E Convertible Preferred Stock before any distribution or payment shall be made to the holders of common stock, and, if the assets of Cycurion shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of Series E Convertible Preferred Stock shall be ratably distributed among them in accordance with the respective amounts that would have been payable on such shares if all amounts payable thereon had been paid in full.
Protective Provisions: As long as any shares of Series E Convertible Preferred Stock are outstanding, Cycurion shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series E Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series E Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for Cycurion’s Series E Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of shares of Series E Convertible Preferred Stock, (c) increase the number of authorized shares of Series E Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
As part of the acquisition of SLG Innovation, during the three months ended March 31 2025, the Company issued to the majority shareholder a total of preferred shares of series E Convertible Preferred Stock as consideration for the transaction.
Common Stock
The Company has authorized shares of common stock, par value of $ per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought.
| ● | shares for conversion of series B and D convertible preferred stock. | |
| ● |
shares for exercise of other warrant, Warrant A, B and D for $ | |
| ● |
shares valued at $ | |
| ● |
shares valued at $ |
| 33 |
| ● |
shares valued at $ | |
| ● |
shares valued at $ | |
| ● | shares for a release of common stock subject to redemption |
As of March 31, 2025 and December 31, 2024, there were and shares of common stock issued and outstanding, respectively. The shares of common stock include shares of common stock to be issued to SLG and under certain equity plans.
Warrants
Public Warrants
As
of March 31, 2025 and December 31, 2024, there were
The
Public Warrants will expire on February 14, 2030,
Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:
| ● | in whole and not in part; |
| ● | at
a price of $ |
| ● | upon
not less than |
| ● | if,
and only if, the reported last sale price of the shares of common stock equals or exceeds $ |
| ● | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants. |
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
The exercise price and number of shares of common stock issuable on exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire and become worthless.
| 34 |
In
addition, if (a) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection
with the closing of a Business Combination at an issue price or effective issue price of less than $
Private Placement Warrants
As
of March 31, 2025 and December 31, 2024, there were
Series A Warrants
On
November 17, 2017, the Company had issued
Series B Warrants
On
August 1, 2023, the Company had issued
On
April 12, 2024, the Company issued
As
part of the acquisition of Western, during the three months ended March 31 2025, the Company issued to unaffiliated investors a total of
Series D Warrants
On
March 22, 2022, the Company had issued
| 35 |
On
November 22, 2022, the Company had issued
As
part of the acquisition of Western, during the three months ended March 31 2025, the Company issued to unaffiliated investors a total of
Other Warrants
On
March 8, 2022, the Company had issued
As
part of the acquisition of Western, during the three months ended March 31 2025, the Company issued to unaffiliated investors a total of
A summary of activity for all warrants during the three months ended March 31, 2025 as follows:
| Weighted | ||||||||||||
| Number of | Weighted Average | Average | ||||||||||
| shares | Exercise Price | Life (years) | ||||||||||
| Outstanding, December 31, 2024 | $ | |||||||||||
| Granted | ||||||||||||
| Replacement of old warrants | ( | ) | ||||||||||
| Exercised | ( | ) | - | |||||||||
| Expired | - | |||||||||||
| Outstanding, March 31, 2025 | $ | |||||||||||
| Exercisable, March 31, 2025 | $ | |||||||||||
The Company has accounted for the issuance of common stock and warrants issued for cash proceeds in the private placements as equity instruments. Management believes that the warrants are indexed to and are settled in the Company’s own common stock; therefore, they should be accounted for as permanent equity.
NOTE 14 — LEASE COMMITMENTS
Operating lease
After
the acquisition of Cloudburst, the Company entered into a new non-cancelable operating lease agreement with Scandium, LLC, for the lease
of a new floor in the same building as it had occupied.
The
Company recognized total lease expense of $
| 36 |
NOTE 15 — RISKS
Credit risk
The
Company’s primary bank deposits are located in the United States. Those deposits are provided protection under FDIC insurance up
to maximum of $
The Company is subject to risk borne from credit extended to customers.
Interest risk
The Company is subject to interest rate risk when its loans become due and require refinancing or if the prime rate adjusts, as the Company’s loans are based on adjustable interest rates.
Inflation risk
Management monitors changes in prices levels. Historically, inflation has not materially impacted the Company’s financial statements; however, significant increases in the cost of labor that cannot be passed on to the Company’s customers could adversely impact the Company’s results of operations.
Concentration risks
The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three months ended March 31, 2025 and 2024. Accordingly, there was a concentration of risk in demand for the Company’s services.
| Revenue | |||||||||||||||||
| For the three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Customer | Amount | % | Amount | % | |||||||||||||
| A | $ | % | $ | % | |||||||||||||
| B | $ | % | $ | % | |||||||||||||
| C | $ | % | $ | % | |||||||||||||
| Accounts receivable | |||||||||||||||||
| At March 31, | At December 31, | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Customer | Amount | % | Amount | % | |||||||||||||
| 1 | $ | % | $ | % | |||||||||||||
| 2 | $ | % | $ | % | |||||||||||||
| 3 | $ | % | $ | % | |||||||||||||
| 37 |
NOTE 16 — FINANCIAL INSTRUMENTS
The Company classified the following securities as financial instruments:
| March 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities: | ||||||||||||||||
| Subordinated convertible promissory notes | $ | $ | $ | $ | ||||||||||||
| December 31, 2024 | ||||||||||||||||
| Liabilities: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Subordinated convertible promissory notes | $ | $ | $ | $ | ||||||||||||
| Series A convertible preferred stock | $ | $ | $ | $ | ||||||||||||
| Equity: | ||||||||||||||||
| Warrants | $ | $ | $ | $ | ||||||||||||
Management believes the carrying values of the above securities approximate their fair values. The subordinated convertible promissory notes carry an interest rate that is indicative of the Company’s overall borrowing cost and the length of time until maturity is not expected to significantly impact their value. The convertible preferred stock, which is akin to debt, has been discounted to its presented carrying value in accordance with the debt discounts and redemption premiums recognized.
NOTE 17 — RELATED PARTY TRANSACTIONS
Promissory Note – Related Party
On
September 20, 2024, the Company entered into a promissory note with the Sponsor for $
Personal guarantees were entered by Emmit McHenry, Kurt McHenry, and Alvin McCoy III, as officers and stockholders of the Company in support of the Main Street Bank loan.
Axxum
purchased an AT&T contract relationship from Archura, LLC, a company owned by Emmit McHenry and Kurt McHenry at the end of 2018.
The contract relationship includes five purchase orders to deliver networking services to AT&T and its clients. The total sales of
these five purchase orders were $
| 38 |
Loans payable
The following table summarizes the components of the Company’s loans payable related parties as of March 31, 2025 and December 31, 2024:
| March 31, | December 31, | Stated | Maturity | |||||||||||||
| 2025 | 2024 | interest | (Calendar year) | |||||||||||||
| Loans to two directors issued in 2023 | $ | $ | % | |||||||||||||
| Loan to a director issued in 2024 | % | |||||||||||||||
| Total face value | ||||||||||||||||
| Unamortized discount and issuance costs | ( | ) | ( | ) | ||||||||||||
| Total loans payable related parties | $ | $ | ||||||||||||||
| Loans payable - current | $ | $ | ||||||||||||||
| Loans payable - non-current | $ | $ | ||||||||||||||
During
the three months ended March 31, 2025 and 2024, the Company record amortization of debt discount of $
| Three months ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Basic Loss per Share Numerator | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Loss Available to Common Stockholders | ( | ) | ( | ) | ||||
| Diluted Loss per Share Numerator | ||||||||
| Add back interest for subordinated convertible promissory note | ||||||||
| Loss Available to Common Stockholders on Converted Basis | $ | ( | ) | $ | ( | ) | ||
| Original Shares: | ||||||||
| Basic Weighted Average Shares Outstanding | ||||||||
| Dilutive Shares: | ||||||||
| Additions from Potential Events | ||||||||
| - Conversion of Subordinated Convertible Promissory Note | ||||||||
| - Conversion of Series A Convertible Preferred Stock | ||||||||
| - Conversion of Series B Convertible Preferred Stock | ||||||||
| - Conversion of Series C Convertible Preferred Stock | ||||||||
| - Conversion of Series D Convertible Preferred Stock | ||||||||
| - Conversion of Series E Convertible Preferred Stock | ||||||||
| - Exercise of Investor and Placement Agent Warrants | ||||||||
| Diluted Weighted Average Shares Outstanding: | ||||||||
| Loss per Share | ||||||||
| - Basic | $ | ( | ) | $ | ( | ) | ||
| - Diluted | $ | ( | ) | $ | ( | ) | ||
| 39 |
NOTE 19- COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of Founder Shares, Private Placement Units, and units that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement that was signed on the date of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Business Combination Marketing Agreement
The
Company entered into a business combination marketing agreement on January 11, 2022 (the “Business Combination Marketing
Agreement”) with Alliance Global Partners/A.G.P. (“A.G.P.”) whereby A.G.P. is to act as an advisor in
connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential
Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in
purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining
stockholders’ approval for a Business Combination, and assist the Company with its press releases and public filings in
connection with a Business Combination. The Company was to pay A.G.P. a fee for such marketing services upon the consummation of a
Business Combination in an amount equal to
Advisory Agreement with A.G.P.
A.G.P.
was a financial advisor to both Western in connection with the Business Combination transaction. Upon the completion of the Business
Combination, A.G.P.: (i) received a cash fee of $
Agreements with Seward & Kissel LLP
November 27, 2024, we entered into a revised engagement
letter (the “Revised Engagement Letter”) with Seward & Kissel LLP (“Seward & Kissel”), pursuant to which
Western and Cycurion agreed to pay approximately $
Agreement with Baker & Hostetler LLP
In 2023, Western agreed to pay approximately $
Equity Line of Credit
Equity Purchase Agreement
On April 7, 2025 (the “Execution Date”),
we entered into the Equity Purchase Agreement with the Investor. Under the Equity Purchase Agreement, we have the right, but not the obligation,
to direct the Investor to purchase up to $
| 40 |
During the Commitment Period, we may direct the Investor to purchase shares of Put Stock by delivering a notice (a “Put Notice”) to the Investor. We shall, in our sole discretion, select the number of shares of Put Stock requested in each Put Notice. However, such amount may not exceed the Maximum Put Amount (as defined in the Equity Purchase Agreement). The purchase price to be paid by the Investor for the shares of Put Stock will be ninety percent (90%) of the lowest trade of the common stock on the Principal Market during the Valuation Period (as defined in the Equity Purchase Agreement).
In consideration for the Investor’s execution
and delivery of, and performance under the Equity Purchase Agreement, on the Execution Date, we, in our discretion, either were to (i)
pay to the Investor in cash $
Under the Equity Purchase Agreement, we are obligated to file with the SEC, on or before May 7, 2025, a registration statement on Form S-1 (the “Initial Registration Statement”) covering only the resale of the shares of Put Stock and Commitment Stock and is to use our best efforts to have the Initial Registration declared no later than July 7, 2025.
Pre-Funded Warrant
The Pre-Funded Warrant certifies that, for value received,
the Investor is entitled to be issued up to
Registration Rights Agreement
On April 7, 2025 (the “RRA Execution Date”), in connection with the Equity Purchase Agreement, we entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”), pursuant to which we shall, by May 7, 2025, file with the SEC the Initial Registration Statement covering the maximum number of (i) shares of Commitment Stock, (ii) shares of Put Stock, which have been, or which may, from time to time be issued, including without limitation all of the shares of common stock which have been issued or will be issued to the Investor under the Equity Purchase Agreement (without regard to any limitation or restriction on purchases), and (iii) any and all shares of capital stock issued or issuable with respect to the Put Stock, Commitment Stock, and the Equity Purchase Agreement as a result of any stock split, combination, stock dividend, recapitalization, exchange, or similar event, or otherwise, without regard to any limitation on purchases under the Equity Purchase Agreement (the “Registrable Securities”), as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations, and interpretations so as to permit the resale of the Registrable Securities by the Investor, including, but not limited to, under Rule 415 at then-prevailing market prices (and not fixed prices). The Initial Registration Statement shall register only Registrable Securities. We shall use our commercial best efforts to have the Initial Registration Statement and any amendment thereto declared effective by the SEC at the earliest possible date, but in no event later than July 7, 2025.
Non-Redemption Agreement
On August 6, 2024, the Company, Western Acquisition Ventures Sponsor, LLC (the “Sponsor”) and RiverNorth SPAC Arbitrage Fund, LP (the “RiverNorth”) entered into a non-redemption agreement (the “Non-Redemption Agreement”) whereby the Sponsor plans to transfer to the Investor shares each month over the next three months for agreeing not to redeem the that it currently holds prior to the business combination.
On October 9, 2024, the Company, the Sponsor and RiverNorth entered into extended non-redemption agreement whereby the Sponsor plans to transfer to RiverNorth shares each month over the next three months for agreeing not to redeem the that it currently holds prior to the business combination.
Employment Agreements
On
December 27, 2023, we entered into an employment agreement with James P. McCormick whereby the Company agreed to pay a total of
$
of total compensation annually, including $
On December 1, 2024, Cycurion and L. Kevin Kelly,
Chief Executive Officer, entered into an employment agreement on a two-year term, commencing on December 1, 2024 and ending on December
1, 2026. During the employment period, Mr. Kelly will receive an annual base salary of $
| 41 |
On January 1, 2025, Cycurion and Alvin McCoy,
III, Chief Financial Officer, entered into an employment agreement on a two-year term, commencing on January 1, 2025 and ending on
December 31, 2026. During the employment period, Mr. McCoy, III will receive an annual base salary of $
Inflation Reduction Act of 2022 (the “IR Act”)
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination.
As
of March 31, 2025 and December 31, 2024, the Company’s stockholders have redeemed a total of and shares of
common stock resulting in $
NOTE 20 — SUBSEQUENT EVENTS
The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued which is up to and through June 5, 2025. There are two types of subsequent events: (i) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing consolidated financial statements, and (ii) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.
On
April 7, 2025, Cycurion entered into an equity purchase agreement with Yield Point NY LLC whereby the Company has the right, but not
the obligation, to direct the investor to purchase up to $
On
April 8, 2025, Cycurion announced an expanded partnership with Journal Technologies. Together, the companies have been awarded a $
On April 9, 2025, Cycurion increased the size of its board of directors through the appointment of Irving Minnaker.
On April 9, 2025, Cycurion received written notice received from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business days, the closing bid price of the Company’s common stock had been below the minimum of $ per share required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company would be afforded 180 calendar days (until October 6, 2025) to regain compliance. In order to regain compliance, the closing bid price of the Company’s common stock must be at least $ for a minimum of ten consecutive business days. The notification letter also stated that, in the event the Company does not regain compliance within the initial 180-day period, the Company may be eligible for an additional 180-day period. If the Company is not eligible for the additional 180-day period, or if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, the Nasdaq Listing Qualifications Department will provide notice after the end of the initial 180-day period that the Company’s securities will be subject to delisting. The Nasdaq notification has no effect at this time on the listing of the Company’s common stock.
| 42 |
On
April 11, 2025, we received two letters from the Nasdaq Listing Qualifications Department, each addressing a separate compliance deficiency
of the Company under the Nasdaq Listing Rules. The first letter from the Nasdaq Listing Qualifications Department notified us of our
non-compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires a company such as ours whose securities are listed on The Nasdaq
Global Market under the “Market Value Standard” to maintain a minimum Market Value of Listed Securities (an “MVLS”)
of $
The
second letter informed us of our deficiency in complying with Nasdaq Listing Rule 5450(b)(2)(C), which requires a minimum Market Value
of Publicly Held Shares (an “MVPHS”) of $
On April 29, 2025, Cycurion issued a press release
announcing that the Company has been awarded a $
On May 22, 2025, Cycurion received written notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Form 10-Q”), as described more fully in the Company’s Form NT 10-Q Notification of Late Filing (the “Form NT 10-Q”) filed with the SEC on May 15, 2025. The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.
The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Select Market.
In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice to submit a plan to regain compliance with the Listing Rule. Pursuant to the Notice, following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form 10-Q’s due date, or until November 17, 2025, for the Company to regain compliance. The Company intends to take the necessary steps to regain compliance with Nasdaq’s listing rules as soon as practicable.
From April 1 to May 30, 2025, otherwise unaffiliated persons converted shares of the Company’s Series B Preferred Stock into shares of the Company’s common stock and shares of the Company’s Series D Preferred Stock into shares of the Company’s common stock.
From
April 1 to May 30, 2025, otherwise unaffiliated persons exercised Series A warrants for the purchase of
| 43 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Throughout this section, unless otherwise noted, “we,” “our,” “us,” “Cycurion” and the “Company” refer to Cycurion, Inc.
You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the notes included elsewhere in this quarterly report on Form 10-Q. The following discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this quarterly report.
Management’s plans and basis of presentation:
We were originally incorporated as KAE Holdings, Inc., under the laws of the State of Delaware in 2017, with the purpose of acquiring and holding operating entities in the cybersecurity industry. On July 14, 2020, we changed our corporate name from KAE Holdings, Inc. to Cyber Secure Solutions, Inc., and, on February 24, 2021, to Cycurion, Inc.
We have one first-tier wholly-owned subsidiary, Cycurion Sub, Inc. (formerly Cycurion, Inc., until February 14, 2025), and three indirectly wholly-owned second-tier subsidiaries: (i) Axxum Technologies LLC (“Axxum”), a Virginia limited liability company formed in December 2006, (ii) Cloudburst Security LLC (“Cloudburst”), a Virginia limited liability company formed in January 2007, and (iii) Cycurion Innovation, Inc., a Delaware corporation formed in September 2021, in connection with our acquisition of assets from Sabres Security Ltd. (“Sabres”), a leading Israeli-based cyber security provider.
Our Business
We deliver high-quality, cybersecurity solutions to federal government civilian, defense, and judiciary agencies in addition to commercial clients across a variety of industries. Through our operating subsidiaries and strategic partnerships, we have numerous prime and subcontracts with key government agencies. Our growth engine is driven by organic business solutions and strategic acquisitions of cyber/ infrastructure service providers.
Our Subsidiaries
Cycurion Sub, Inc.
We own our operating subsidiaries through Cycurion Sub., Inc., a Delaware corporation that, until the closing date of the de-SPAC, was known as “Cycurion, Inc.” We continue to conduct our business through the three below-described entities, which are now indirectly wholly-owned second-tier subsidiaries by virtue of the recent closing of the de-SPAC transaction.
Axxum Technologies LLC
Organized in the Commonwealth of Virginia on December 29, 2006, Axxum is a cybersecurity provider with successful assignments within the multiple sub-agencies of the Department of Homeland Security. We acquired Axxum in November 2017. Following the acquisition, we continued Axxum’s core operations of providing contractor services to its existing federal government customer base while leveraging our existing processes and tools to expand its commercial footprint.
| 44 |
Cloudburst Security LLC
Cloudburst is a cybersecurity provider with successful assignments within highly sensitive government agencies and other commercial organizations. We acquired Cloudburst in April 2019. Following the acquisition, we continued Cloudburst’s core operations of providing mission-critical and highly sensitive government agencies and other commercial organizations with high-quality, innovative cybersecurity services. Cloudburst focuses on providing tailored solutions that leverage the industry’s best minds and technologies to predict, protect, detect, respond, and sustain our clients from the latest evolving cyber threats.
Cycurion Innovation, Inc.
Cycurion Innovation, Inc. was formed in connection with our acquisition of assets from Sabres, a leading Israeli-based cyber security provider. It operates our Cycurion Security Platform’s line of products allows our customers to improve their cyber posture with its MDP SaaS platform. This platform efficiently bundles and easily implements the external protection of a Web Application Firewall (“WAF”) and the internal protection of Bot Mitigation. Bot Mitigation is the reduction of risk to applications, Application Program Interfaces (APIs), and backend services from malicious bot traffic that fuels common automated attacks, such as Distributed Denial of Service (“DDoS”) campaigns and vulnerability probing. The costs of single-layer security can be measured in terms of money, time, and risk, as well as the damage wrought by a data breach, which millions of businesses experience each year. Through this interaction of the WAF and Bot Mitigation, the MDP is able to reinforce these layers of security and generate new security layers in real time in response to emerging threats. This process is directed by our Cycurion Security Platform’s proprietary, cloud-based artificial intelligence (“AI”) algorithm. Crucially, the AI underpinning the MDP platform is constantly evolving to counter new threats. Through a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that newly acquired knowledge to protect all MDP clients better.
SLG Innovation, Inc.
The SLG team has an average of over 25 years of experience in the development, planning, implementation, and management of information systems. SLG’s leadership team offers years of combined success in answering the needs of government agencies and healthcare organizations across the country.
The SLG team has worked nationally, as it has served over 25 Department of Health and Human Services agencies, all 50 state governments, and over 250 local governments. Since SLG’s inception, it has primarily focused on customers in the middle of the country. The team of professionals has successfully delivered Information Technology, Project Management, and Subject Matter Services to key health and human service projects, including, but not limited to, state Medicaid programs in Illinois, Indiana, Nebraska, and Tennessee, the Indiana Division of Aging, Illinois Early Intervention, the University of Illinois Division of Specialized Care for Children, the Multiple Myeloma Research Foundation, and many more.
We established a subcontractor — prime contractor relationship with SLG in the fall of 2019, where we serviced several government agencies and commercial customers, State of New Mexico, Cognizant, KPMG, and the University of Illinois in support of SLG. Axxum Technologies and SLG Innovation that relationship in 2020. A subcontractor offers its specialized services to a prime contractor. Unlike prime contractors, who focus on the managerial side of the government contract, subcontractors tend to dedicate their efforts to lending subject matter expertise and delivery of service to the project. Technically strong subcontractors, along with a strong subcontractor plan are essential to boost the success of a project.
As a result of the strong technical skills and experience of the cyber teams at Cycurion and its subsidiaries, SLG Innovation entered into a Master Services Agreement (MSA) with Axxum Technologies to provide services to SLG customers. The MSA is task order driven and the number of task orders is modified periodically depending on actual customer requirements for IT and Cybersecurity services. Over the last three years, Axxum Technologies has assisted SLG Innovation in growing its revenue and customer base. As a result, SLG Innovation now represents a majority of Cycurion revenues.
SLG Acquisition Agreement
Our revenues from SLG in our 2024 and 2023 fiscal years were $14,703,887 and $13,837,042, respectively. The types of agreements to which SLG is a party are discussed under the heading “Our Business — Key Clients and Historical Performance.” From our perspective, a major benefit to us of the potential transaction contemplated by the SLG Term Sheet, as described below, would be that we could “piggyback” on SLG’s historical relationships with the various contracting governmental agencies in our bidding on future potential agreements. It is axiomatic in the governmental contracting arena in which we are involved that past performance on customer assignments as the prime contractor is one of the more important qualifications in competing for new opportunities within the federal government. We believe that our acquisition of SLG, if that transaction is closed by us, would yield such “past performance” qualifications.
On April 25, 2023, Cycurion Sub executed a Term Sheet with SLG (the “SLG Term Sheet”), pursuant to which SLG agreed to be acquired by Cycurion Sub. The Term Sheet contained all of the material terms and conditions of two proposed interrelated transactions to be memorialized by the SLG Acquisition Agreeement. To effectuate the two transactions contemplated by the SLG Term Sheet, Cycurion Sub will form two subsidiaries, which, upon formation, will initially be wholly owned by Cycurion Sub. If, when, and as the transactions contemplated by the SLG Term Sheet are consummated, SLG would merge with and into one of the subsidiaries and survive, thereby becoming a wholly-owned subsidiary of Cycurion Sub. Because certain of the agreements to which SLG is the prime contractor require that the majority owner of the prime contractor be a resident of the City of Chicago or of Cook County (depending on the contract), contemporaneously with the consummation of the first of the two transactions, (i) SLG will divest itself of those agreements with the residency requirements, (ii) the second newly formed subsidiary will assume those agreements, (iii) Mr. Ed Burns will become the owner of a 51% interest in that newly formed subsidiary, and (iv) we will enter into a Management Agreement with that subsidiary, the economic terms and management/ control terms of which are intended to be the equivalent of complete ownership of that the 49% owned subsidiary. Mr. Ed Burns is currently the 51% owner of SLG and a resident of the City of Chicago. The SLG Term Sheet provides that, if, when, and as the transactions contemplated thereby are consummated, the two current owners of SLG will be issued an aggregate of 996,355 shares of Cycurion common stock.
SLG is fully bound by the terms and provisions of the SLG Term Sheet and the related Management Agreement structure, although Cycurion Sub is permitted to terminate the SLG Term Sheet and to abandon the transactions contemplated thereby any time for any reason or for no reason prior to April 11, 2025, with no further obligations on Cycurion Sub’s part. As of the date of this quarterly report, although we reserve the right to modify the terms and provisions of the SLG Acquisition Agreement, we do not currently expect to terminate it and currently expect to close the transactions contemplated during our current fiscal quarter. Substantially all of the agreements to which SLG is a party have a provision that provides the counterparty to such agreement with a right to approve an assignment or change in control of SLG prior to its effectiveness. If an approval is not forthcoming, then the provisions of the SLG Acquisition Agreement permit us to excise that specific agreement. Upon such occurrence, we reserve that right to reduce the consideration that we would otherwise tender to the equity owners of SLG.
| 45 |
As amended by the parties, initially effective as of November 29, 2023 and subsequently effective as of April 29, 2024, August 16, 2024 and December 31, 2024, the SLG Term Sheet expires on the soonest of (i) closing of the transactions contemplated thereby, (ii) April 11, 2025, if the transactions contemplated thereby have not closed by then, (iii) Cycurion Sub’s termination thereof, and (iv) the mutual termination by all of the parties thereto. Notwithstanding anything to the contrary contained therein, Cycurion Sub may terminate its obligations under the SLG Term Sheet and the transactions contemplated hereby for any reason or for no reason without any further obligations and without any liability at any time through and including April 11, 2025. The SLG Term Sheet, as amended, consensually superseded, as noted therein, Cycurion Sub’s previous “unidirectional” agreements with SLG.
The foregoing brief summary description of certain terms and provisions of (i) the SLG Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the SLG Term Sheet, a copy of which is attached to this Annual Report as Exhibit 10.12, (ii) the SLG Term Sheet Amendments, a copy of each of which is attached to this Annual Report as Exhibit 10.12a, Exhibit 10.12b, Exhibit 10.12c, and Exhibit 10.12d, and (iii) the SLG Management Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the SLG Term Sheet, a copy of which is attached to the Annual Report on Form 10-K filed with the SEC on April 17, 2025 as Exhibit 10.12e. Readers are encouraged to read those Exhibits in full for a more comprehensive understanding of the transaction contemplated by the SLG Term Sheet.
RCR Acquisition Agreement
RCR Technology Corporation (“RCR”) performs certain services for SLG in its role as an SLG subcontractor and, in that context, became a creditor of SLG. In connection with the transactions contemplated by the SLG Term Sheet, on April 25, 2023, Cycurion and RCR also entered into a term sheet (the “RCR Term Sheet”) for a distinct, but related transaction. The RCR Term Sheet contemplates a transaction, pursuant to which RCR will sell to Cycurion all of the accounts receivable of SLG in favor of RCR (but for those accounts that are less than 90 days old as of the date of consummation of the contemplated transaction). The consummation of the transactions contemplated by the RCR Term Sheet is contingent upon the consummation of the transactions contemplated by the SLG Term Sheet. Nevertheless, as a result of our entry into the SLG Management Agreement with SLG, we still currently intend to consummate the transactions contemplated by the RCR Term Sheet in the second half of our current fiscal year. The RCR Term Sheet provides that, if, when, and as the transactions contemplated thereby are consummated, RCR will be issued shares of our common stock.
Further, as amended by the parties, initially effective as of November 29, 2023, and subsequently effective as of April 29, 2024, August 16, 2024 and December 31, 2024, the RCR Term Sheet expires on the soonest of (i) closing of the transactions contemplated thereby, (ii) April 11, 2025, if the transactions contemplated thereby have not closed by then, (iii) Cycurion’s termination thereof, and (iv) the mutual termination by all of the parties thereto. Notwithstanding anything to the contrary contained therein, Cycurion may terminate its obligations under the RCR Term Sheet and the transactions contemplated hereby for any reason or for no reason without any further obligations and without any liability at any time through and including April 11, 2025. As of the date of this quarterly report, we do not currently expect to terminate the transactions contemplated by the RCR Term Sheet, as amended, and currently expect to close the transactions in the second half of our current fiscal year.
The foregoing brief summary description of certain terms and provisions of the RCR Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the RCR Term Sheet, a copy of which is attached to the Annual Report on Form 10-K filed with the SEC on April 17, 2025 as Exhibit 10.13 and the full text of the RCR Term Sheet Amendments, a copy of each of which are attached to the Annual Report on Form 10-K filed with the SEC on April 17, 2025 as Exhibit 10.13a, 10.13b and 10.13c. Readers are encouraged to read those Exhibits in full for a more comprehensive understanding of the transaction contemplated by the RCR Term Sheet.
| 46 |
Acquisition of Technology
Sabres SaaS Asset Purchase
On August 17, 2021, we entered into an asset purchase agreement to acquire certain technology assets of Sabres, a leading Israeli-based cyber security provider. As part of the asset purchase agreement, we acquired Multi-Dimensional Protection, Web Application Firewall and Bot Mitigation SaaS platforms, and their associated intellectual property. The transaction closed on September 30, 2021, and we have integrated the SaaS platforms into our existing services offerings.
Our Cycurion Security Platform’s (formerly Sabres’) line of products allows our customers to improve their cyber posture with its MDP SaaS platform. This platform efficiently bundles and easily implements the external protection of a Web Application Firewall (WAF) and the internal protection of Bot Mitigation. Bot Mitigation is the reduction of risk to applications, Application Program Interfaces (APIs), and backend services from malicious bot traffic that fuels common automated attacks, such as DDoS campaigns and vulnerability probing. The costs of single-layer security can be measured in terms of money, time, and risk, as well as the damage wrought by a data breach, which millions of businesses experience each year. Through this interaction of the WAF and Bot Mitigation, the MDP is able to reinforce these layers of security and generate new security layers in real time in response to emerging threats. This process is directed by our Cycurion Security Platform’s proprietary, cloud-based AI algorithm. Crucially, the AI underpinning the MDP platform is constantly evolving to counter new threats. Through a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that newly acquired knowledge to protect all MDP clients better.
Our Cycurion Security Platform’s (formerly Sabres’) line of products provides solutions for substantially all web application security needs. These products provide solutions, whether a client is in need of a web application firewall to comply with regulations and ensure it has a first line of defense against the hazards that the internet can present or is in need of enterprise-level products that empower Security Operations Center (SOC) teams and security management. Our Cycurion Security Platform’s constantly survey a client’s data to detect security issues in need of attention, send automatic updates, and provide the client with a complete database of rules and threats.
We have integrated the technology assets that we acquired from Sabres (which now constitutes our Cycurion Security Platform) into our Managed Security Services Practice. We believe that the platform will enhance our service offerings and assist with the expansion of our commercial business. The Sabres platform will be managed by our dedicated support team, and will provide real time reporting, response to security incidents, and will manage all data privacy needs from a single SIEM SaaS platform dashboard.
| 47 |
Results of Operations for the three months ended March 31, 2025 and 2024
Three Months Ended March 31,
| 2025 | 2024 | |||||||
| Revenue | $ | 3,870,050 | $ | 4,242,855 | ||||
| Cost of revenue | 3,192,287 | 3,896,141 | ||||||
| Gross profit | 677,763 | 346,714 | ||||||
| Selling, general and administrative | 10,775,268 | 378,977 | ||||||
| Interest and other expenses | (150,981 | ) | (280,212 | ) | ||||
| Net income/loss | $ | (10,248,486 | ) | $ | (312,475 | ) | ||
Revenue
Revenues for the three months ended March 31, 2025, were $3,870,050, as compared to $4,242,855 for the three months ended March 31, 2024, a decrease of $372,805, representing 8.79% decrease in revenues.
We attribute this decrease in the revenues for the three months ended March 31, 2025, to delayed start dates of new federal, state and local contracts and focus on more profitable business.
Cost of Revenue
The cost of revenue for the three months ended March 31, 2025, was approximately $3,192,287 nearly all of which is related to costs incurred while delivering services to our customers. Conversely, the cost of revenue for the three months ended March 31, 2024, was approximately $3,896,141, nearly all of which is related to costs incurred while servicing our contracts, including contractual and servicing obligations with our employees and contractors.
This $703,854 (18.07%) decrease in the cost of revenues is directly attributable to reduced expenses brought about by the reduced revenue and more profitable business.
Research and Development
We did not have any Research and Development expenses for the three months ended March 31, 2025 and the three months ended March 31, 2024.
Selling, General and Administrative
Our selling, general and administrative (“SG&A”) expenses were $10,775,268 and $378,977 for the three months ended March 31, 2025 and 2024, respectively. We attribute this $10,396,291 (2743.25%) increase in SG&A expenses to merger and acquisition efforts in the legal, administrative, and consulting operations in the three months ended March 31, 2025.
Interest and Other Expenses
Interest and other expenses were approximately $150,981 for the three months ended March 31, 2025, while the Company had interest and other expenses of $280,212 for the three months ended March 31, 2024. The interest and other expenses for the three months ended March 31, 2025 include $178,890 in interest expense, $113,744 in other expense and $141,653 gain on settlement of debts.
| 48 |
Cash Flows
The Three months Ended March 31
| 2025 | 2024 | |||||||
| Cash and cash equivalents at the beginning of the period | $ | 40,790 | $ | 607,869 | ||||
| Net cash provided by (used in) operating activities | (2,745,109 | ) | (272,446 | ) | ||||
| Net cash provided by (used in) investing activities | 1,799,523 | (105,001 | ) | |||||
| Net cash provided by financing activities | 3,173,991 | (23,483 | ) | |||||
| Cash and cash equivalents at the end of the period | $ | 2,269,195 | $ | 206,939 | ||||
Operating Activities
For the three months ended March 31, 2025, net cash used by operating activities was $2,745,109, which included $9,250,00 in stock based compensation, $1,300,686 decrease in accounts receivable, $467,761 decrease in accounts payable and $11,415 decrease in advance and pre-payments to suppliers.
For the three months ended March 31, 2024, net cash used by operating activities was $272,446, which included $312,475 in net losses, $507,077 decrease in accounts receivable, $529,981 increase in accounts and other payables, and $10,000 increase in stock based compensation.
Investing Activities
For the three months ended March 31, 2025, net cash provided in investing activities was approximately $1,799,523. This was attributed to cash withdrawn from the Trust Account for redemption and cash released from the Trust Account to the Company.
For the three months ended March 31, 2024, net cash used in investing activities was approximately $105,001. This was wholly attributed to the purchase of equipment.
Financing Activities
For the three months ended March 31, 2025, net cash provided by financing activities was $3,173,991. The net cash provided includes $3,309,921 proceeds provided from the exercise of warrants, $1,001,216 cash used in redemption of common stock for redemption, $513,200 in proceeds provided from notes payable, $386,500 in proceeds provided convertible noted payable and $20,000 used in the repayment of other notes payable.
For the three months ended March 31, 2024, net cash used by financing activities was $23,483. The net cash used includes $16,980 in repayment of line of credit, $6,503 used in the repayment of bank borrowings.
Liquidity and Capital Resources
Going Concern
We have incurred operating losses since inception through the period ended March 31, 2025, having had negative cash flow from operations. As of March 31, 2025, we had an accumulated deficit of approximately $13,461,859, as compared to our accumulated deficit of approximately $3,203,361 at December 31, 2024. The increase of our accumulated deficit was a result of our net losses for the three months ended March 31, 2024.
Furthermore, we expect continued, significant operating losses for the next few years. We also utilized cash in operations of approximately $2,745,109 in the three months ended March 31, 2025. As of March 31, 2025, we had unrestricted cash of approximately $2.3 million, an increase of $2.2 million from approximately $38,000 at December 31, 2024. As of March 31, 2025, our total assets increased to approximately $31.6 million from approximately $25.6 million at December 31, 2024, primarily due to increases in goodwill. Based on our current capital resources as of March 31, 2025, including our unrestricted cash and accounts receivable (net) of $3.9 million, we expect to be able to continue our operations for a minimum of 12 months as of the date of this quarterly report. Nevertheless, our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient, consistent cash flow from operations to meet the expected growth in our obligations. We intend to continue to seek additional debt or equity financing to continue our operations.
Our consolidated financial statements have been prepared on a going concern basis, which implies we may not continue to meet our obligations and continue our operations for the next fiscal year. The continuation of our Company as a going concern is dependent upon our ability to obtain necessary debt or equity financing to continue operations until we begin generating positive cash flow.
| 49 |
There is no assurance that we will ever be consistently profitable or, notwithstanding our recent financing activities, that debt or equity financing will be available to us in the amounts, on terms, and at times deemed acceptable to us, if at all. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business, as planned, and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.
Off-balance sheet arrangements
We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined in the SEC rules and regulations.
Critical accounting policies and significant judgments and estimates
Our financial statements are prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, costs, and expenses. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. Our most critical accounting policies are summarized below. See Note 2 to our consolidated financial statements for the three months ended March 31, 2025 and 2024 for a description of our other significant accounting policies.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired in a business combination. Goodwill is reviewed for impairment annually during the fourth quarter of each fiscal year, or more frequently if impairment indicators arise. The review of goodwill impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step quantitative impairment test. In performing the qualitative assessment, we consider many factors in evaluating whether the carrying value of goodwill may not be recoverable. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). Fair value is generally determined using a discounted cash flow analysis. During the three months ended March 31, 2025 and 2024, no impairment of goodwill was recognized.
Software development costs
The Company is undergoing new Software as a Service (“SaaS”) product development based on an acquired SaaS platform in previous years, which has not been utilized in its original form. Cost from the acquired SaaS platform, functionalities and modules and the redesigned features of the distinct new SaaS product are accounted for under ASC 985-20 (Costs of Software to Be Sold, Leased, or Marketed). Development costs were capitalized as “Software Development in Progress” after achieving technological feasibility.
Accounting for long-lived assets
The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.
If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Revenue Recognition
We adopted the new revenue standard, ASC 606, on January 1, 2018, using the full retrospective approach. The adoption did not have an effect on 2023 or 2023 revenue recognition or a cumulative effect on opening equity, as the timing and measurement of revenue recognition is materially the same as under ASC 605. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
| ● | Step 1: Identify the contract with the customer | |
| ● | Step 2: Identify the performance obligations in the contract | |
| ● | Step 3: Determine the transaction price | |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract | |
| ● | Step 5: Recognize revenue when the company satisfies a performance obligation |
For contracts where the period between when we transfer a promised good or service to the customer and when the customer pays is one year or less, we have elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component.
Our performance obligation is to provide a development service that enhances an asset that the customer controls. We receive upfront payments in advance of providing services and payment upon reaching milestones.
We are not able to reasonably measure the outcome of our performance obligations that are satisfied over time because we are in the early stages of the contracts. Therefore, the amount of performance that will be required in our contracts cannot be reliably estimated and we recognize revenue up to the amount of costs incurred.
| 50 |
Stock-based compensation
We measure and recognize compensation expense for all options based on the estimated fair value of the award on the grant date. We use the Black-Scholes option- pricing model to estimate the fair value of option awards. The fair value is recognized as expense on a straight-line basis over the requisite service period. We account for forfeitures as they occur. We recognize expense for awards where vesting is subject to a market or performance condition based on the derived service period. Expense for awards with performance conditions would be estimated and adjusted on a quarterly basis based upon our assessment of the probability that the performance condition will be met.
The determination of the grant date fair value of options using an option pricing model is affected principally by our estimated fair value of shares of our Common Stock and requires management to make a number of other assumptions, including the expected life of the option, the volatility of the underlying shares, the risk-free interest rate and expected dividends. The assumptions used in our Black-Scholes option- pricing model represent management’s best estimates at the time of measurement. These estimates are complex, involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. If any assumptions change, our stock-based compensation expense could be materially different in the future.
These assumptions are estimated as follows:
| ● | Fair Value of Common Stock. As our Common Stock has not historically been publicly traded, we estimated the fair value of our Common Stock. See “Fair Value of Common Stock” and “Common Stock Valuation Methodology” sections. | |
| ● | Expected Term. The expected term represents the period that our options are expected to be outstanding. We calculated the expected term using the simplified method for options based on the average of each option’s vesting term and the contractual period during which the option can be exercised, which is typically 10 years following the date of grant. | |
| ● | Expected Volatility. The expected volatility was based on the historical share volatility of several of our comparable publicly traded companies over a period of time equal to the expected term of the options, as we do not have any trading history to use the volatility of our Common Stock. | |
| ● | Risk-Free Interest Rate. The risk-free interest rate was based on the yields of U.S. Treasury securities with maturities appropriate for the term of the award. | |
| ● | Expected Dividend Yield. We have not paid dividends on our Common Stock nor do we expect to pay dividends in the foreseeable future. |
Fair Value of Common Stock
Historically, for all periods prior to this offering, the fair values of the shares of Common Stock underlying our options were estimated on each grant date by our board of directors. In order to determine the fair value, our board of directors considered, among other things, contemporaneous valuations of our Common Stock and Preferred Stock prepared by unrelated third-party valuation firms in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. Given the absence of a public trading market of our capital stock, our board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of our Common Stock, including:
| ● | contemporaneous third-party valuations of our Common Stock; | |
| ● | the prices, rights, preferences, and privileges of our Preferred Stock relative to our Common Stock; | |
| ● | our business, financial condition, and results of operations, including related industry trends affecting our operations; | |
| ● | the likelihood of achieving a liquidity event, such as an initial public offering or sale of our company, given prevailing market conditions; | |
| ● | the lack of marketability of our Common Stock; | |
| ● | the market performance of comparable publicly traded companies; and | |
| ● | U.S. and global economic and capital market conditions and outlook. |
Recent accounting pronouncements
See Note 2 to our consolidated financial statements for the three months ended March 31, 2025 and 2024 for a description of recent accounting pronouncements applicable to our financial statements.
| 51 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company,” as that term is defined in Rule 229.10(f)(1), we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
We carried out an evaluation, under the supervision, and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2025, the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure due to material weaknesses in internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 52 |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 29, 2024, Object3, LLC initiated an arbitration proceeding with the American Arbitration Association, styled Object3, LLC, Claimant, v. Cloudburst Security, LLC, Respondent, Case No. 01-24-0006-9906. The claimant made claims against Cloudburst for unpaid consulting services and associated costs, fees, and interest for the prior 12-month period in the aggregate amount of approximately $228,000. Defendant Cloudburst (a wholly-owned subsidiary) denies that it owes such amount to Claimant. The arbitration is in the early stages, and, as of the date of this quarterly report, we are in negotiations to settle this case.
We know of no other material pending legal proceedings to which we or any of our subsidiaries are a party or to which any of our assets or properties, or the assets or properties of any of our subsidiaries, are subject and, to the best of our knowledge, no adverse legal activity is anticipated or threatened. In addition, we do not know of any such proceedings contemplated by any governmental authorities.
We know of no material proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial stockholder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.
ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common shares. For risk factors that may cause actual results to differ materially from those anticipated, please refer to “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities for the three months ended March 31, 2025.
On April 7, 2025, we entered into a pre-funded warrant (“Pre-Funded Warrant”) with Yield Point NY LLC (the “Investor”) for up to 4,500,000 shares of Common Stock issuable to the Investor upon exercise of the Pre-Funded Warrant. We chose to issue the Pre-Funded Warrant in consideration for the Investor’s execution and delivery of the Equity Purchase Agreement, dated April 7, 2025, between us and the Investor in lieu of paying the Investor $1,800,000 in cash.
Use of Proceeds from Registered Securities
Not applicable.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
| 53 |
ITEM 6. EXHIBITS
See accompanying Exhibit Index for a list of exhibits filed or furnished with this report.
EXHIBIT INDEX
| † | This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended. |
| 54 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cycurion, Inc.. | |
| (Registrant) | |
| Date: June 5, 2025 | /s/ L. Kevin Kelly |
| L. Kevin Kelly | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: June 5, 2025 | /s/ Alvin McCoy III |
| Alvin McCoy III | |
| Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) |
| 55 |