UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

CYCURION, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

CYCURION, INC.

1640 BORO PLACE, SUITE 420C

MCLEAN, VA 22102

NOTICE OF ANNUAL GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 23, 2026

To the Stockholders of Cycurion, Inc.:

NOTICE IS HEREBY GIVEN that the annual general meeting of stockholders (“2026 Annual Meeting”) of Cycurion, Inc., a Delaware company (the “Company”), will be held at 12:00 p.m., Eastern Time, on July 23, 2026, in the Company’s principal executive office at 1640 Boro Place, Suite 420C, McLean, Virginia 22102. You are cordially invited to attend the 2026 Annual Meeting that has been called by the Board of Directors of the Company (the “Board of Directors”) for the following purposes:

	(1)	to approve an amendment to our Second Amended and Restated Certificate of Incorporation (the “Charter”) to, among other things, implement a staggered board structure whereby the Board of Directors shall be divided into three classes (“Proposal No. 1”);
	(2)	to elect five directors to our Board of Directors, divided among Class I, Class II and Class III with initial terms expiring at the 2027, 2028 and 2029 annual meetings, respectively, as described in Proposal No. 1, if approved (“Proposal No. 2”);
	(3)	to ratify the appointment of WWC, P.C. as the Company’s independent registered public accounting firm for the Company’s fiscal year 2026 (“Proposal No. 3”);
	(4)	to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“Proposal No. 4”);
	(5)	to recommend, on a non-binding basis, the frequency of future advisory votes on compensation of named executive officers (“Proposal No. 5”);
	(6)	to approve an amended and restated 2025 Equity Incentive Plan (the “Amended and Restated Equity Incentive Plan”) to provide additional flexibility in structuring equity-based compensation by permitting awards to be granted with respect to preferred stock of the Company, in addition to common stock (“Proposal No. 6”); and
	(7)	to approve one or more amendments to our Charter to effect one or more reverse stock splits of our shares of Common Stock at a reverse stock split ratio ranging between and including 3:1 to 75:1 and in the aggregate not more than 250:1, inclusive (“Proposal No. 7”);
	(8)	to approve the adjournment of the 2026 Annual Meeting, from time to time, to permit further solicitation of proxies if necessary or appropriate, including if there are not sufficient votes to approve one or more of the foregoing proposals (“Proposal No. 8”).

A proxy statement describing these matters to be acted upon at the 2026 Annual Meeting is attached. No other matters will be considered at the 2026 Annual Meeting.

The close of business on June 1, 2026 has been fixed as the record date (the “Record Date”) for the determination of stockholders of the Company entitled to notice of, and to vote at, the 2026 Annual Meeting. Stockholders as of the Record Date are entitled to notice of, and to vote at, the 2026 Annual Meeting and any adjournment or postponement thereof.

Each share of common stock, par value $0.0001 per share (the “Common Stock”) that you own represents one vote.

All stockholders are cordially invited to attend the 2026 Annual Meeting. If you do not expect to be present at the 2026 Annual Meeting, you are requested to fill in, date and sign the enclosed proxy and mail it promptly in the enclosed envelope to make sure that your shares are represented at the 2026 Annual Meeting. Stockholders of record also have the option of voting via the Internet. Instructions for using the service is included on the proxy card. In the event you decide to attend the 2026 Annual Meeting in person, you may, if you desire, revoke your proxy and vote your shares in person in accordance with the procedures described in the accompanying proxy statement. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

	By Order of the Board of Directors

	/s/ L. Kevin Kelly
	L. Kevin Kelly Chief Executive Officer and Chairman McLean, Virginia June 17, 2026

This notice and proxy statement is dated June 17, 2026 and is first being mailed to our stockholders on or about June 29, 2026.

Whether or not you expect to participate in the virtual 2026 Annual Meeting, please vote as promptly as possible in order to ensure your representation at the 2026 Annual Meeting.

You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

CYCURION, INC.

PROXY STATEMENT

General

This proxy statement, which is being mailed to each person entitled to receive the accompanying notice of 2026 Annual Meeting on or about June 29, 2026, is furnished in connection with the solicitation of proxies to be voted at the special general meeting of stockholders by the Board of Directors of Cycurion, Inc., a Delaware corporation (“Cycurion” or the “Company”). The 2026 Annual Meeting is to be held on July 23, 2026, at 12:00 p.m. at the Company’s principal executive office, located at 1640 Boro Place, Suite 420C, McLean, Virginia 22102, and at any adjournments or postponements thereof. This proxy statement is being distributed and made available to our stockholders starting on or about June 29, 2026.

Agenda Items	Board Vote Recommendation	Page Reference
To approve an amendment to our Charter to, among other things, implement a staggered board structure whereby the Board of Directors shall be divided into three classes (“Proposal No. 1”);	FOR	18

To elect five directors to our Board of Directors, divided among Class I, Class II and Class III with initial terms expiring at the 2027, 2028 and 2029 annual meetings, respectively, as described in Proposal No. 1, if approved (“Proposal No. 2”);	FOR	20

To ratify the appointment of WWC, P.C. as the Company’s independent registered public accounting firm for the Company’s fiscal year 2026 (“Proposal No. 3”);	FOR	21

To approve, on an advisory, non-binding basis, the compensation of our named executive officers (“Proposal No. 4”);	FOR	23

To recommend, on a non-binding basis, the frequency of future advisory votes on compensation of named executive officers (“Proposal No. 5”);	FOR	24

To approve the Amended and Restated Equity Incentive Plan to provide additional flexibility in structuring equity-based compensation by permitting awards to be granted with respect to preferred stock of the Company, in addition to Common Stock (“Proposal No. 6”); and	FOR	25

To approve one or more amendments to our Charter to effect one or more reverse stock splits of our shares of Common Stock at a reverse stock split ratio ranging between and including 3:1 to 75:1 and in the aggregate not more than 250:1, inclusive (“Proposal No. 7”);	FOR	31

To approve the adjournment of the 2026 Annual Meeting, from time to time, to permit further solicitation of proxies if necessary or appropriate, including if there are not sufficient votes to approve one or more of the foregoing proposals (“Proposal No. 7”).	FOR	36

Stockholders Who May Vote

As of the Record Date on June 1, 2026, there were 10,662,429 shares of our Common Stock issued and outstanding and there were 6,786,417 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”) issued and outstanding. Of the 6,786,417 shares of Preferred Stock issued and outstanding, 116,750 shares have been designated as Series A Convertible Preferred Stock, Series C Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock, each with a par value $0.0001 per share (which cumulatively convert into 1,585,363 shares of Common Stock) (the “Preferred Voting Stock”), which all have voting rights on an as-if-converted-to-Common Stock basis. The Series B Convertible Preferred Stock, Series D Convertible Preferred Stock and Series I Convertible Preferred Stock do not have voting rights. The “Common Stock” together with the “Preferred Voting Stock” will herein be referred as the “Voting Stock”. For more information, please see the section “Description of Our Securities.” Proxies are solicited to give all stockholders who are entitled to vote on the matters that come before the 2026 Annual Meeting the opportunity to do so whether or not they attend the 2026 Annual Meeting in person.

Voting

If you are a holder of record of our Voting Stock as of the Record Date on June 1, 2026, you may vote in person at the 2026 Annual Meeting or by submitting a proxy for the 2026 Annual Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares of Voting Stock in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the 2026 Annual Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Changing or Revoking a Proxy

If you are a holder of record of our shares of Voting Stock as of the Record Date, you may change or revoke your proxy at any time before it is voted by submitting a new proxy with a later date, delivering a written notice of revocation to Cycurion’s Chief Executive Officer, or voting in person at the 2026 Annual Meeting. If your shares of Voting Stock are held in the name of your broker or bank, you may change or revoke your voting instructions by contacting the bank or brokerage firm or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the 2026 Annual Meeting.

No Appraisal Rights

Appraisal or dissenter rights are statutory rights under the laws of Delaware that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal or dissenter rights are not available in all circumstances. Appraisal rights are not available to our stockholders in connection with Proposals No. 1 through 8.

iii

Required Vote

A quorum is required to conduct business at the 2026 Annual Meeting. A quorum requires the presence, in person or by proxy, of a majority of the voting power of Voting Stock entitled to vote at the 2026 Annual Meeting, voting together as a single class (with Preferred Voting Stock having voting rights on an as-if-converted-to-Common Stock basis). On the Record Date, there were 12,247,792 shares of Voting Stock issued and outstanding, consisting of 10,662,429 shares of Common Stock and 1,585,363 shares of Preferred Voting Stock issued and outstanding, each of which is entitled to one vote. As such, holders of 6,123,897 shares of Voting Stock must be present or represented by proxy at the 2026 Annual Meeting to constitute quorum.

Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when you fail to provide voting instructions to your broker for shares owned by you but held in the name of your broker and your broker does not have authority to vote without instructions from you. Under those circumstances, your broker may be authorized to vote for you without your instructions on routine matters but is prohibited from voting without your instructions on non-routine matters. Non-routine matters include the election of directors for which your broker cannot vote and absent your instructions on how to vote, will result in broker non-votes.

Any question proposed for consideration at the 2026 Annual Meeting shall be decided on by a simple majority of votes cast.

If quorum is not present, the 2026 Annual Meeting may be adjourned from time to time until quorum is obtained.

Costs of Proxy Solicitation

Cycurion pays the cost of this solicitation of proxies. This solicitation is being made by mail but also may be made by telephone or in person. Our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means.

Cycurion will request that persons who hold shares for others, such as banks and brokers, solicit the owners of those shares and will reimburse them for their reasonable out-of-pocket expenses for those solicitations.

Cycurion has engaged D.F. King & Co., Inc. (“DF King”) to act as the Company’s proxy advisor and to assist the Company in soliciting proxies related to the proposals set forth in the proxy statement and to be voted upon at the 2026 Annual Meeting, and at any adjournments or postponements thereof. DF King may solicit proxies personally, electronically or by telephone. The Company has agreed to pay DF King a fee of $10,000, plus customary costs and expenses, for these services.

Attending the 2026 Annual Meeting

If your shares of Common Stock are held in the name of your bank or broker and you plan to attend the 2026 Annual Meeting, please bring proof of ownership with you to the 2026 Annual Meeting. A bank or brokerage account statement showing that you owned voting shares of Cycurion on June 1, 2026 is acceptable proof to establish share ownership and obtain admittance to the 2026 Annual Meeting. If you are a stockholder of record, no proof of ownership is required. All stockholders or their proxies should be prepared to present government-issued photo identification upon request for proof of ownership and/or admission to the 2026 Annual Meeting.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS, VOTING AND THE 2026 ANNUAL MEETING		1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		7
EXECUTIVE OFFICERS		13
EXECUTIVE COMPENSATION		14
PROPOSAL NO. 1 - APPROVAL OF AMENDMENT TO OUR CHARTER TO IMPLEMENT A CLASSIFIED BOARD OF DIRECTORS		18
PROPOSAL NO. 2 - ELECTION OF DIRECTORS		20
PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		21
PROPOSAL NO. 4 - APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		23
PROPOSAL NO. 5 - RECOMMENDATION, ON A NON-BINDING BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS		24
PROPOSAL NO. 6 - APPROVAL OF THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN TO PERMIT ISSUANCE OF PREFERRED STOCK		25
PROPOSAL NO. 7 - APPROVAL OF ONE OR MORE AMENDMENTS TO THE COMPANY’S CHARTER TO EFFECT ONE OR MORE REVERSE STOCK SPLITS OF ITS SHARES OF COMMON STOCK AT A REVERSE STOCK SPLIT RATIO RANGING BETWEEN AND INCLUDING 3:1 to 75:1 AND IN THE AGGREGATE NOT MORE THAN 250:1, INCLUSIVE		31
PROPOSAL NO. 8 - ADJOURNMENT PROPOSAL		36
BENEFICIAL OWNERSHIP OF SECURITIES		52
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		59
RECENT AND OTHER DEVELOPMENTS		58
DELINQUENT SECTION 16(A) REPORTS		60
STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING		61
WHERE YOU CAN FIND ADDITIONAL INFORMATION		62

QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS, VOTING AND THE 2026 ANNUAL MEETING

Q.	Why am I receiving this proxy statement?

Cycurion, Inc. is furnishing you this proxy statement to solicit proxies on behalf of its Board of Directors to be voted at the 2026 Annual Meeting. The 2026 Annual Meeting will be held at the Company’s principal executive office, 1640 Boro Place, Suite 420C, McLean VA 22102 on July 23, 2026, at 12:00 p.m. Eastern Time. The proxies also may be voted at any adjournments or postponements of the 2026 Annual Meeting. When used in this proxy statement, “Cycurion,” “Company,” “we,” “our,” “ours” and “us” refer to Cycurion, Inc. and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

This proxy statement contains important information about the matters to be acted upon at the 2026 Annual Meeting. Stockholders should read it carefully.

Q.	What is a proxy?

A proxy is your legal designation of another person to vote the shares you own on your behalf. That other person is referred to as a “proxy.” Our Board of Directors has designated L. Kevin Kelly and Ana Garcia as proxies for the 2026 Annual Meeting. By completing and returning the enclosed proxy card, you are giving Mr. Kelly and Ms. Garcia the authority to vote your shares in the manner you indicate on your proxy card.

Q.	What do I need to do now?

A.	We urge you to read carefully and consider the information contained in this proxy statement. The vote of our stockholders is important. Stockholders are then encouraged to vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q.	Who is entitled to vote?

We have fixed the close of business on June 1, 2026 as the “Record Date” for determining stockholders entitled to notice of and to attend and vote at the 2026 Annual Meeting. As of the Record Date, there were 12,247,792 shares of Voting Stock issued and outstanding, consisting of 10,662,429 shares of Common Stock and 1,585,363 shares of Preferred Voting Stock issued and outstanding and entitled to vote at the 2026 Annual Meeting. Each share of Voting Stock is entitled to one vote per share at the 2026 Annual Meeting.

Q.	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A.	Most of our stockholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Record Holder. If your shares of Voting Stock are registered directly in your name on the books of Cycurion maintained with Cycurion’s transfer agent, Equiniti Trust Company, LLC, you are considered the “record holder” of those shares, and this proxy statement is sent directly to you by Cycurion. As the stockholder of record, you have the right to grant your voting proxy directly or to directly vote in person at the 2026 Annual Meeting.

Beneficial Owner of Shares Held in Street Name. If your shares of Voting Stock are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name (also called a “street name” holder), and this proxy statement is forwarded to you by your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account. However, since you are not a stockholder of record, you may not vote these shares in person at the 2026 Annual Meeting unless you bring with you a legal proxy from the stockholder of record. A legal proxy may be obtained from your broker, bank or nominee. If you do not wish to vote in person or you will not be attending the 2026 Annual Meeting, instruct your broker, bank or nominee to vote your shares pursuant to voting instructions you will receive from your broker, bank or nominee describing the available processes for voting your stock.

Q.	What if I do not vote?

A.	Record Holder. If you are a holder of Voting Stock of record and do not vote in person or by proxy by completing your proxy card or submitting your proxy through the internet or by telephone, your shares will not be voted.

Beneficial Owner of Shares Held in Street Name. If you are a beneficial owner of shares of Voting Stock and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is deemed to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters

Q.	How do I vote?

Record Holder. If you are a holder of Voting Stock of record, you can vote your shares in one of two ways: either by proxy or in person at the 2026 Annual Meeting. If you choose to have your shares of Voting Stock voted by proxy, you may submit a proxy over the internet, via telephone or by completing and returning by mail the proxy card you have received. Whichever method you use, each valid proxy received in time will be voted at the 2026 Annual Meeting in accordance with your instructions.

The procedures for voting are as follows:

Submit a Proxy by Mail. If you choose to submit a proxy by mail, simply mark, date and sign your proxy card and return it in the postage-paid envelope provided.

Submit a Proxy by Internet. If you choose to submit a proxy by internet, go to www.voteproxy.com to complete an electronic proxy card. Have your proxy card in hand when you access the website and follow the instructions. Your internet vote must be received by 11:00 p.m. Eastern Time on July 10, 2026 to be counted.

Submit a Proxy by Virtually at the 2026 Annual Meeting. If you choose to submit a proxy virtually at the 2026 Annual Meeting via the internet, please visit the following website and use the following password. Be sure to have your control number available.

Website: https://edge.media-server.com/mmc/p/bgywaare

Password: cycurion2026

Vote at the 2026 Annual Meeting. Submitting a proxy by mail, internet or telephonically will not limit your right to vote at the 2026 Annual Meeting if you decide to attend the 2026 Annual Meeting and vote in person.

Beneficial Owner of Shares Held in Street Name. If you are a beneficial owner of shares of Voting Stock registered in the name of your broker, bank, or other nominee, you should have received a voting instruction form with these proxy materials from that organization rather than from the Company. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a proxy form. Internet and telephone voting may be available to beneficial owners. Please refer to the voting instruction form provided by your broker, bank or other nominee.

As a beneficial owner of Voting Stock, you have the right to direct your broker, bank or nominee on how to vote the shares held in your account. However, since you are not a stockholder of record, you may not vote these shares of Voting Stock in person at the 2026 Annual Meeting unless you bring with you a legal proxy from the stockholder of record. A legal proxy may be obtained from your broker, bank or nominee.

Q.	What does it mean if I receive more than one proxy card?

A.	It indicates that you may have multiple accounts with us, brokers, banks, trustees, or other holders of record. Sign and return all proxy cards to ensure that all of your shares are voted. We encourage you to register all your accounts in the same name and address.

Q.	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.	No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

Q.	What items of business will be voted on at the 2026 Annual Meeting?

A.	The items to be voted on at the 2026 Annual Meeting are:

	(1)	Proposal No. 1 - Approval of Amendment to our Charter to Implement a Classified Board of Directors Proposal;
	(2)	Proposal No. 2 - Election of Directors Proposal;
	(3)	Proposal No. 3 - Ratification of Appointment of Independent Registered Public Account Firm Proposal;
	(4)	Proposal No. 4 - Approval, on an Advisory, Non-Binding Basis, the Compensation of our Named Executive Officers Proposal;
	(5)	Proposal No. 5 - Recommendation, on a Non-Binding Basis, the Frequency of Future Advisory Votes on Compensation of Named Executive Officers Proposal;
	(6)	Proposal No. 6 - Approval of the Amended and Restated Equity Incentive Plan to Permit Issuance of Preferred Stock Proposal; and
	(7)	Proposal No. 7 – Approval of One or More Amendments to the Company’s Charter to Effect One or More Reverse Stock Splits of its Shares of Common Stock at a Reverse Stock Split Ratio Ranging Between and Including 3:1 to 75:1 and in the Aggregate Not More than 250:1.
	(8)	Proposal No. 8 - Adjournment Proposal.

Q.	What is the voting requirement to approve each of the proposals?

A:	The following table summarizes the voting requirements for each proposal:

Proposal	Vote Required	Voting Options	Effect of Abstentions (or the Withholding Authority)	Effect of Broker Non-Votes
Proposal No. 1: Approval of Amendment to the Charter to Implement a Classified Board of Directors Proposal;	The affirmative vote of a majority of the Voting Stock present in person or by proxy and entitled to vote on the matter is required.	“FOR” “AGAINST” “ABSTAIN”	Abstentions will have the effect of a vote “AGAINST” the proposal.	No Effect.

Proposal No. 2: Election of Directors Proposal	The plurality of the Voting Stock present in person or by proxy, and the nominees receiving the highest number of votes “FOR” election will be elected.	“FOR” “WITHHOLD”	No Effect.	No Effect.

Proposal No. 3: Ratification of Appointment of Independent Registered Public Account Firm Proposal	The affirmative vote of a majority of the Voting Stock present in person or by proxy and entitled to vote on the matter is required.	“FOR” “AGAINST” “ABSTAIN”	Abstentions will have the effect of a vote “AGAINST” the proposal.	No Effect (None Expected).

Proposal No. 4: Approval, on an Advisory, Non-Binding Basis, the Compensation of our Named Executive Officers Proposal	The affirmative vote of a majority of the Voting Stock present in person or by proxy and entitled to vote on the matter is required.	“FOR” “AGAINST” “ABSTAIN”	Abstentions will have the effect of a vote “AGAINST” the proposal.	No Effect.

Proposal No. 5: Recommendation, on a Non-Binding Basis, the Frequency of Future Advisory Votes on Compensation of Named Executive Officers Proposal	The affirmative vote of a majority of the Voting Stock present in person or by proxy and entitled to vote on the matter is required.	“1 YEAR” “2 YEARS” “3 YEARS” “ABSTAIN”	Abstentions will have the effect of a vote “AGAINST” the proposal.	No Effect.

Proposal No. 6: Approval of the Amended and Restated Equity Incentive Plan to Permit Issuance of Preferred Stock	The affirmative vote of a majority of the Voting Stock present in person or by proxy and entitled to vote on the matter is required.	“FOR” “AGAINST” “ABSTAIN”	Abstentions will have the effect of a vote “AGAINST” the proposal.	No Effect.

Proposal No. 7: Approval of One or More Amendments to the Company’s Charter to Effect One or More Reverse Stock Splits of its Shares of Common Stock at a Reverse Stock Split Ratio Ranging Between and Including 3:1 to 75:1 and in the Aggregate Not More than 250:1.	The affirmative vote of a majority of the Voting Stock present in person or by proxy and entitled to vote on the matter is required.	“FOR” “AGAINST” “ABSTAIN”	Abstentions will have the effect of a vote “AGAINST” the proposal.	No Effect.

Proposal No. 8: Adjournment Proposal	The affirmative vote of a majority of the Voting Stock present in person or by proxy and entitled to vote on the matter is required.	“FOR” “AGAINST” “ABSTAIN”	Abstentions will have the effect of a vote “AGAINST” the proposal.	No Effect (None Expected).

Your shares will be voted in accordance with your instructions. If you are a stockholder of record and you sign, date and return a proxy card without specifying how you wish to vote, the proxies will vote your shares “FOR” each of Proposals 1 through 8 and, in their discretion, on any other matters properly brought before the 2026 Annual Meeting. If you are a beneficial owner, you should follow the instructions provided by your broker, bank or other nominee.

Q.	What constitutes a quorum?

The presence, in person or by proxy, of a majority of the outstanding shares of Voting Stock entitled to vote at such meeting constitutes a quorum (with Preferred Voting Stock having voting rights on as-if-converted-to-Common Stock basis). We need a quorum of holders of Voting Stock to hold a validly convened 2026 Annual Meeting. If you have signed and returned your proxy card, your shares will be counted toward the quorum. If a quorum is not present, the chairman may adjourn the 2026 Annual Meeting, without notice other than by announcement at the 2026 Annual Meeting, until the required quorum is present. As of the Record Date, 12,247,792 shares of Voting Stock were issued and outstanding, with 10,662,429 shares of Common Stock and 1,585,363 shares of Preferred Voting Stock issued and outstanding. Thus, the presence of the holders of shares of Voting Stock representing at least 6,123,897 shares will be required to establish a quorum. Each share of Voting Stock is entitled to one vote per share at the 2026 Annual Meeting.

Q.	Are cumulative voting rights permitted in the election of directors?

A.	No. The Company’s Charter does not provide for cumulative voting. Directors are elected by a plurality of the votes cast.

Q.	Are any of the proposals considered “routine” matters for broker voting purposes?

The ratification of the appointment of the independent registered public accounting firm (Proposal No. 3) and the adjournment proposal (Proposal No. 8) are generally considered routine matters for broker voting purposes. The approval of the amendments to the Charter to implement a classified board (Proposal No. 1), the election of directors (Proposal No. 2) and the advisory executive compensation proposals (Proposals No. 4 and 5), the approval of the amended and restated equity incentive plan (Proposal No. 6) and the approval of one or more reverse stock split amendments to the Company’s Charter (Proposal No. 7) are considered non-routine matters. Accordingly, brokers do not have discretion to vote on such non-routine matters without specific instructions from the beneficial owner.

Q.	How does the Company determine whether a proposal is routine or non-routine?

A.	The classification of proposals as routine or non-routine is determined under New York Stock Exchange and The Nasdaq Stock Market (“Nasdaq”) rules and guidance, which govern whether brokers may vote uninstructed shares on a given proposal.

Q.	What impact will the advisory votes have on executive compensation decisions?

A.	The advisory votes on executive compensation and the frequency of future advisory votes are non-binding. However, the Board of Directors and the Compensation Committee (as defined below) value stockholder input and will consider the voting results when making future compensation decisions.

Q.	Will the results of the advisory votes be binding on the Company or the Board of Directors?

A.	No. The advisory votes are not binding on the Company, the Board of Directors or any committee of the Board of Directors.

Q.	Will any other business be transacted at the 2026 Annual Meeting? If so, how will my proxy be voted?

A.	We do not know of any business to be transacted at the 2026 Annual Meeting other than those matters described in this proxy statement.

Q.	May I change my vote or revoke my proxy?

A.	You may change your vote or revoke your proxy at any time before the final vote at the 2026 Annual Meeting.

Record Holder. To change your vote or revoke your proxy if you are the record holder, you may (1) file with our Chief Financial Officer a notice of revocation; (2) submit a later-dated proxy, subject to the voting deadlines that are described on the proxy card; or (3) attend the 2026 Annual Meeting and cast your vote in person. Attendance at the meeting will not, by itself, change or revoke a proxy unless you specifically so request. The last vote received chronologically will supersede any prior votes.

Beneficial Owner of Shares Held in Street Name. For shares of Voting Stock that you hold beneficially, you may change or revoke your vote by following instructions provided by your broker, bank or nominee.

Q.	What happens if the 2026 Annual Meeting is adjourned or postponed? Will I need to submit a new proxy?

A.	If the 2026 Annual Meeting is adjourned or postponed, proxies previously submitted will continue to be valid unless revoked. Stockholders may submit a new proxy at any time prior to the vote at the reconvened meeting.

Q.	What if I return a proxy card or otherwise submit a proxy but do not make specific choices?

If you provide specific instructions, your shares of Voting Stock will be voted as you instruct. If you are a record holder and submit your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of the Board of Directors, namely: (1) FOR Proposal No. 1; (2) FOR Proposal No. 2; (3) FOR Proposal No. 3; (4) FOR Proposal No. 4; (5) FOR Proposal No. 5; (6) FOR Proposal No. 6; (7) FOR Proposal No. 7; and (8) FOR Proposal No. 8.

Q.	Will I be able to view the proxy materials electronically?

A.	Yes. To view this proxy statement and our 2025 Annual Report on Form 10-K (“Annual Report”) electronically, visit https://investors.cycurion.com/filings.

Q.	What should I do if I receive more than one proxy statement?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive.

Q.	Where can I find the voting results of the 2026 Annual Meeting?

We intend to announce preliminary voting results at the 2026 Annual Meeting and publish final results in a Current Report on Form 8-K, which we expect will be filed within four (4) business days of the 2026 Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four (4) business days after the 2026 Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four (4) business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Q.	Who will count the votes?

A.	One or more inspectors of election will tabulate the votes.

Q.	What is the role of the inspector of elections?

A.	One or more independent inspectors of election will tabulate and certify the votes cast at the 2026 Annual Meeting and determine the final voting results.

Q.	How does the Company ensure the integrity and accuracy of the vote count?

A.	The Company utilizes established proxy tabulation procedures and independent inspectors of election to ensure that votes are accurately counted and reported in accordance with applicable law and stock exchange requirements.

Q.	Who is paying the costs associated with soliciting proxies for the 2026 Annual Meeting?

We are soliciting proxies on behalf of our Board of Directors. This solicitation is being made by mail but also may be made by telephone or in person. Our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. We will bear the cost of the solicitation.

We will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable expenses.

Q.	Who can help answer my questions?

A.	If you have questions about the 2026 Annual Meeting or need assistance voting your shares, please contact:

D.F. King & Co., Inc.

28 Liberty Street, Floor 53

New York, NY 10005

Call Toll Free: (866) 342-4883

Banks and Brokers Call Collect: (646) 650-2319

Email: CYCU@dfking.com

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Corporate Governance Matters

Nasdaq requires that listed companies follow certain corporate governance rules relating to, among other things, the adoption and disclosure of corporate governance guidelines, director independence, and executive sessions of non-management and independent directors. We currently comply with the Nasdaq listing standards applicable to U.S. companies.

Corporate Governance Guidelines

Our Board of Directors has adopted corporate governance guidelines (the “Corporate Governance Guidelines”) covering, among other things, the authority, duties and responsibilities of and independence standards applicable to our directors. Our Corporate Governance Guidelines also address, among other things, the composition of the Board of Directors, Board of Directors’ committee structures and assignments, the procedures related to meetings of the Board of Directors, and the Board of Directors’ evaluation policies. A copy of our Corporate Governance Guidelines is available on our website at https://investors.cycurion.com/governance#committees. None of the information contained on our website is incorporated into or forms a part of this proxy statement.

Board Composition

Our business and affairs are organized under the direction of our Board of Directors. The Board of Directors will meet on a regular basis and additionally as required. In accordance with the terms of the amended and restated certificate of incorporation, the Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors currently consists of five directors.

Director Independence

The applicable listing rules of Nasdaq, on which our shares of Common Stock is listed, generally require that a majority of the members of a listed company’s Board of Directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in such member’s capacity as a member of the audit committee, the Board of Directors or any other board committee (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors conducts an annual review of the independence of our directors. The Board of Directors has determined that, as of the date hereof, each of the following members of the Board of Directors is an “independent director” as defined under the applicable Nasdaq standards and U.S. Securities and Exchange Commission (“SEC”) rules: Messrs. Peter R. Ginsberg, Reginald S. Bailey, Sr. and Kevin E. O’Brien.

Board Leadership Structure

Our Board of Directors does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board of Directors. Our Board of Directors believes that it is in our best interests to make that determination based on our direction and the current membership of the Board of Directors. The Board of Directors has determined that having a director who is the Chief Executive Officer and Chairman of the Board of Directors is in the best interest of our stockholders at this time. Currently, Mr. L. Kevin Kelly serves as our Chief Executive Officer and Chairman of the Board of Directors.

Our Board of Directors’ Role in Risk Oversight

One of the key functions of our Board of Directors is informed oversight of our risk management process. Although our Board of Directors does not have a standing risk management committee, it administers this oversight function directly through the Board of Directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. Areas of focus include economic, operational, financial, regulatory, cybersecurity, privacy, compliance and reputational risks.

The audit committee of the Board of Directors (“Audit Committee”) is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. The Audit Committee also monitors compliance with legal and regulatory requirements and assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management. The compensation committee of the Board of Directors (“Compensation Committee”) assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking and whether our compensation plans, policies, and programs comply with applicable legal and regulatory requirements. The nominating and corporate governance committee of the Board of Directors (“Nominating and Corporate Governance Committee”) assesses risks related to our corporate governance practices, the independence of our Board of Directors and monitors the effectiveness of our governance guidelines.

We believe this division of responsibilities is an effective approach for addressing the risks we face and that our Board of Directors and committee leadership structure supports this approach.

Committees of the Board of Directors

The Board of Directors has formed the committees described below. Each of the committees operates pursuant to a written charter adopted by the committee or our Board of Directors. Each charter sets forth the committee’s specific functions and responsibilities. The Board of Directors may from time to time establish other committees. Each committee charter is available on our website at https://investors.cycurion.com/governance#committees. None of the information contained on our website is incorporated into or forms a part of this proxy statement.

Audit Committee

The Audit Committee assists the Board of Directors with its oversight of the integrity of the financial statements; the compliance with legal and regulatory requirements; the qualifications, independence and performance of the independent registered public accounting firm; the design and implementation of the financial risk assessment and risk management. Among other things, the Audit Committee is responsible for reviewing and discussing with management the adequacy and effectiveness of disclosure controls and procedures. The Audit Committee also discusses with management and independent registered public accounting firm the annual audit plan and scope of audit activities, scope, and timing of the annual audit of the financial statements, and the results of the audit, quarterly reviews of the financial statements and, as appropriate, initiates inquiries into certain aspects of the financial affairs.

The Audit Committee is responsible for establishing and overseeing procedures for the receipt, retention, and treatment of any complaints regarding accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by employees of concerns regarding questionable accounting or auditing matters. In addition, the Audit Committee has direct responsibility for the appointment (subject to stockholder approval, if deemed advisable by the Board of Directors), compensation, retention, and oversight of the work of the independent registered public accounting firm. The Audit Committee has sole authority to approve the hiring and discharging of the independent registered public accounting firm (subject to stockholder approval, if deemed advisable by the Board of Directors), all audit engagement terms and fees and all permissible non-audit engagements with the independent auditor. The Audit Committee reviews and oversees all related party transactions in accordance with policies and procedures.

The Audit Committee is comprised of three members: Messrs. Ginsberg, Bailey, Sr., and O’Brien. Each member of the Audit Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations and each member is financially literate. In addition, the Board of Directors has determined that Mr. O’Brien, who is the chairman of the Audit Committee, is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Please see a description of Mr. O’Brien’s biography in this section under the heading “Members of Our Board of Directors”.

Compensation Committee

The Compensation Committee assists the Board of Directors with its oversight of the forms and amount of compensation for executive officers (including officers reporting under Section 16 of the Exchange Act), the administration of equity and non-equity incentive plans for employees and other service providers and certain other matters related to compensation programs. The Compensation Committee, among other responsibilities, evaluates the performance of our Chief Executive Officer and, in consultation with the Chief Executive Officer, evaluates the performance of other executive officers (including officers reporting under Section 16 of the Exchange Act). The Chief Executive Officer may not be present during any portion of a Compensation Committee meeting in which deliberation or any vote regarding their compensation occurs. The Compensation Committee may form subcommittees for any purpose that the Compensation Committee deems appropriate and may delegate to such subcommittees such power and authority as the Compensation Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided, further, that the Compensation Committee shall not delegate to a subcommittee any power or authority required by any law, regulation, or listing standard to be exercised by the Compensation Committee as a whole.

The Compensation Committee is comprised of three members: Messrs. Ginsberg, Bailey, Sr., and O’Brien. Mr. Ginsberg is the chairman of the Compensation Committee. The composition of the Compensation Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations. Each member of the Compensation Committee is a “non-employee” director within the meaning of Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee did not engage a compensation consultant for the 2025 fiscal year.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee assists the Board of Directors with its oversight of and identification of individuals qualified to become members of the Board of Directors, consistent with criteria approved by the Board of Directors, and selects, or recommends that the Board of Directors selects, director nominees; develops and recommends to the Board of Directors a set of corporate governance guidelines; oversees the evaluation of the Board of Directors; and reviews and recommends to the Board of Directors improvements to the Corporate Governance Guidelines and our overall corporate governance on a periodic basis.

Our Nominating and Corporate Governance Committee’s responsibilities include identifying and screening director candidates (including incumbent directors for potential re-nomination and candidates recommended by stockholders in accordance with the Company’s policies as set forth in its proxy statement) consistent with criteria approved by the Board of Directors, and recommending to the Board of Directors candidates for nomination for election or re-election by the stockholders and any Board vacancies that are to be filled by the Board subject to any rights regarding the selection of directors by holders of preferred stock and any other contractual or other commitments of the Company.

The Nominating and Corporate Governance Committee is comprised of three members: Messrs. Ginsberg, Bailey, Sr., and O’Brien. Mr. O’Brien is the chairman of the Nominating and Corporate Governance Committee. The composition of the Nominating and Corporate Governance Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations.

Stockholder Communications with Directors

Stockholders who wish to communicate with the Board of Directors or any individual director may submit such communications in writing addressed to the Board of Directors or the applicable director, c/o the Chief Executive Officer, 1640 Boro Place, Suite 420C, McLean, Virginia 22102. All such communications must identify the sender as a stockholder of the Company. The Chief Executive Officer may require reasonable evidence of stock ownership prior to transmitting the communication to the Board of Directors or the relevant director.

Board and Committee Meetings and Attendance

Our Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time. During 2025: (i) our Board of Directors met four times; (ii) our Audit Committee jointly with our Board of Directors met three times; (iii) our Compensation Committee met zero times separately and three times jointly with the Board of Directors and the Audit Committee; and (iv) our Nominating and Corporate Governance Committee met three times and jointly with our Audit Committee zero times.

During the fiscal year ended December 31, 2025, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings of all committees of the Board on which such director served during the period in which he or she served

Significant Employees

We do not employ any non-officers who are expected to make a significant contribution to our business.

Family Relationships

There are no family relationships among our directors and executive officers.

Code of Ethics

We have adopted a Code of Ethics, and we rely on our Board of Directors to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board of Directors reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to the Board of Directors for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If the Board of Directors finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. The Board of Directors approves or ratifies a transaction if it determines that the transaction is consistent with our best interests.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, officers and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations.

Director and Officer Hedging

We have not adopted any practice or policy regarding the ability of our employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. As such, our employees, officer, directors or their designees are generally permitted to engage in these transactions.

Director and Officer Liability and Indemnification

We have purchased directors’ and officers’ liability insurance and have entered into indemnification agreements with each of directors and executive officers. The indemnification agreements and our Charter and our Second Amended and Restated Bylaws (the “Bylaws”) require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Members of Our Board of Directors

The following sets forth certain information concerning the persons who serve as the Company’s directors or are nominated for election:

Name	Age	Position
L. Kevin Kelly	61	Chairman of the Board of Directors
Emmit McHenry	83	Director
Peter Ginsberg ^(1)(2)(3)	71	Director
Reginald S. Bailey, Sr. ^(1)(2)(3)	51	Director
Kevin E. O’Brien ^(1)(2)(3)	60	Director

(1)	Member of the Audit Committee.
(2)	Member of the Compensation Committee.
(3)	Member of the Nominating and Corporate Governance Committee.

Biographical information concerning the directors listed above is set forth below.

L. Kevin Kelly, Chief Executive Officer and Chairman of the Board of Directors

L. Kevin Kelly has served as Cycurion’s Chief Executive Officer since January 25, 2023 and Chairman of the Board of Directors since February 14, 2025. From March 2015, he was the Chief Executive of Halo Privacy, a Chicago, Illinois-based cyber security organization that focuses on digital security solutions for high-profile individuals and Fortune 500 companies. In 2014 and 2015, he was the Chief Executive Officer and President for the North American operations of Asia Pulp & Paper, an Asian-based pulp and paper entity that ranks as one of the largest in the world. Mr. Kelly’s career also included 16 years with Heidrick & Struggles International Incorporated, a world-wide premier executive search firm; during the last six years of his tenure ending in 2013, he served as its Chief Executive Officer. From January 2016 to April 2017, Mr. Kelly was based in the Greater Chicago Area, as an executive advisor to the BTS Group AB, a Swedish-headquartered global professional services firm. Mr. Kelly earned his Bachelor of Science from George Mason University and his Master of Business Administration from Duke University - The Fuqua School of Business.

Emmit McHenry, Director

Emmit McHenry has served as one of Cycurion’s directors since October 4, 2017, and also served as our Chief Executive Officer until January 25, 2023 and Chairman of the board of directors until February 14, 2025. Prior to joining the Company, Mr. McHenry was a founding Principal of Archura, LLC, in 2006, and held the positions of Chairman and Chief Executive Officer. Earlier in his career, Mr. McHenry founded and developed several other companies us, including NetCom Solutions International, Inc. and Network Solutions, Inc, the internet domain service provider. In addition, he has held management positions with International Business Machines (IBM), Connecticut General Life Insurance Company (now, CIGNA), Union Mutual, and Allstate Insurance Company, where he served in several positions, including Regional Vice President for the five northwestern states (Idaho, Oregon, Washington, Alaska, and Hawaii).

Mr. McHenry has held positions on the executive Committee for the Council on Competitiveness and the board of directors for James Martin Government Intelligence and Global Technology. Mr. McHenry obtained a Bachelor of Arts in Communications from the University of Denver and a Master of Arts in Communications from Northwestern University. Mr. McHenry also received an Honorary Doctor of Philosophy from Shaw University. Mr. McHenry is a Service-Disabled Veteran, having served in the United States Marine Corps. We believe that Mr. McHenry is qualified to serve on our board of directors because of his significant experience in corporate leadership and extensive knowledge of information security.

Peter R. Ginsberg, Director

Peter R. Ginsberg has served as one of our independent directors since November 30, 2023. He is a practicing attorney with a wide range of experience and successfully represented Cycurion in one of its matters in 2020. In February of 2023, he co-founded Moskowitz Colson Ginsberg & Schulman, LLP, of which he is a partner in the firm. Previously, he was a partner with Moskowitz & Book, LLP from July of 2021 until the co-founding of his current firm. He was a partner of Michelman & Robinson, LLP from December 2020 through July 2021. Prior to that, from September 2018 through December 2020, he was a partner at Robinson Brog Leinwand Greene Genovese & Gluck, P.C. and then moved with a number of its attorneys to Sullivan & Worcester LLP (US). Earlier in his career, Mr. Ginsberg was an Assistant U.S. Attorney in the Eastern District of New York,

Mr. Ginsberg received his B.A. in history from the University of Pennsylvania in 1976, his MS in international relations from the London School of Economics in 1977; and his J.D. from Columbia Law School of Law in 1980. We believe that Mr. Ginsberg is qualified to serve on our Board of Directors because of his long history with Cycurion and the ability to provide broad-based legal advice to the Board of Directors.

Reginald S. Bailey, Sr., Director

Reginald S. Bailey has served as one of our independent directors since February 14, 2025. He is a co-founder of, and from 2019 to present, is the Chief Operating Officer of Cysurance LLC, a Washington, D.C. and New York-based provider of a fully integrated cyber incident program. In 2017, Mr. Bailey co-founded, and thereafter has been, and remains, the managing principal of BoxTop Growth Partners LLC, a Washington, D.C. and New York-based boutique advisory firm. From 2012 to 2013, he served as Chief Operating Officer of Hofmann Brands and then from 2014 to 2017, he served as the Chief Executive Officer and a Board Member of Hofmann Brands, a Syracuse New York-based portfolio investment company to Hofmann Sausage Company LLC, Hofmann Hots, LLC, and The Handwich®. From 2008 to 2012, Mr. Bailey served as the Managing Partner of Phoenix International Management Group, LLC, a Washington DC-based privately owned consulting practice that specialized in global network infrastructure and business operations solutions. From 2000 to 2008 he served as the Managing Partner, President, and Chief Operating Officer of Worldwide Network Services, LLC, a Washington, D.C.-based SBA-certified defense contractor that he co-founded and which specialized in the engineering, design, installation, and maintenance of private networks within hazardous, remote, or geographically challenged environments worldwide.

Mr. Bailey earned a Bachelor of Science in Business Management from North Carolina Agricultural & Technical State University in 1995. We believe that Mr. Bailey is qualified to serve on our Board of Directors because of his broad experience in the cyber industry and his investment company advisory services.

Kevin E. O’Brien, Director

Kevin E. O’Brien has served as one of our independent directors since February 14, 2025. In 2000, he founded and, through its acquisition by Revere Data, LLC in 2002, served as the Chief Executive Officer of Gradience, Inc., a San Francisco, California-based provider of cloud-based services and software for on-demand marketing and financial services applications. From that acquisition in 2002 through 2013, Mr. O’Brien served as the President and Chief Executive Officer of and a Director of Revere Data, LLC, a San Francisco, California-based provider of specialty data, analytics, and index services to Fortune 500 and defense customers. Revere Data was acquired by FactSet Research Systems, Inc. (NYSE: FDS) in 2013, where, for the succeeding three years, he served as its Regional Director for the Americas. FactSet is a San Francisco, New York, and London-based provider of enterprise class software, analytics, and services to 126,000 in 24 countries. From 2016 to the 2024, he has been employed by Orbital Insight, Inc., a Palo Alto, California- based geospacial software and analytics Company that merges artificial intelligence and innovations to solve the world’s biggest business, national security, and societal problems as scale. During the first four years of his employment, he served as Orbital Insight’s Chief Operating Officer and, thereafter, from 2020 to 2024 as its Chief Executive Officer. From February 2024 to present, he serves as President at Chainalysis Government Solutions.

Mr. O’Brien received his B.B.A. in Management Information Systems from James Madison University in 1987 and his MBA from EDHEC Business School (Paris, France) in innovation, strategy, and information technology in 1994. We believe that Mr. O’Brien is qualified to serve on our Board of Directors because of his broad experience in the technology industry.

Director Compensation

As of June 17, 2026, we have three non-employee, independent directors and we did not pay or accrue any fees to our then-four non-employee directors, nor did we grant them any stock awards, option awards, non-equity incentive plan compensation, nonqualified deferred compensation, or any other compensation. No director has received compensation for their services as directors.

EXECUTIVE OFFICERS

Our executive officers and their ages as of June 17, 2026 and positions with Cycurion are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

Name	Age	Position
L. Kevin Kelly	61	Chief Executive Officer and Director
Ana L. Garcia	58	Chief Financial Officer

L. Kevin Kelly, Chief Executive Officer and Director.

Please see the biographical description of L. Kevin Kelly in the section “Board of Directors and Corporate Governance.”

Ana L. Garcia, Chief Financial Officer and Principal Accounting Officer

Ana L. Garcia has served as our Chief Financial Officer since June 1, 2026. Ms. Garcia has more than 20 years of senior finance leadership experience across public and private technology companies, including businesses in financial services, tech-enabled services and subscription software. From October 2018 to March 2026, Ms. Garcia held roles of increasing responsibility at KLDiscovery, a global provider of electronic discovery, information governance, and data recovery services, most recently serving as Vice President of Finance from 2021 to 2026 and as Interim Chief Financial Officer from May 2025 to August 2025. Prior to joining KLDiscovery, Ms. Garcia served in senior finance roles at Edelman Financial Services (now Edelman Financial Engines) from September 2014 to October 2018, MicroStrategy (now Strategy Inc.) from September 2007 to August 2014, and Spacenet, Inc. (now SageNet) from July 2005 to September 2007. Earlier in her career, she held finance roles at Savvis (now Lumen Technologies). Across these positions, she built high-performing FP&A teams, led board-level reporting, and supported M&A execution and post-merger integration. She holds a Master of Business Administration in Finance and a Bachelor of Science in Marketing, with Distinction, both from George Mason University, and is a Certified Financial Planner.

EXECUTIVE COMPENSATION

We are an “emerging growth company,” as defined under the Jumpstart Our Business Startups Act of 2012, and are therefore permitted to take advantage of certain reduced public company reporting requirements under the federal securities laws. Accordingly, this proxy statement includes the scaled executive compensation disclosures applicable to emerging growth companies and, where relevant, the executive compensation disclosure requirements applicable to a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act.

As an emerging growth company, we are not required to hold advisory stockholder votes to approve the compensation of our named executive officers (“say-on-pay”) or to determine the frequency of such advisory votes (“say-on-frequency”) unless and until we cease to qualify as an emerging growth company.

We will remain an emerging growth company until the earliest of:

	(i)	the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering;
	(ii)	the last day of the first fiscal year in which our annual gross revenues equal or exceed $1.235 billion (as adjusted for inflation);
	(iii)	the date on which we have issued more than $1 billion in non-convertible debt securities during the preceding rolling three-year period; or
	(iv)	the date on which we become a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act.

Named Executive Officers

Our named executive officers for 2025, which consist of our principal executive officer, principal financial officer and the next two most highly compensated executive officers, are:

●	L. Kevin Kelly, our Chief Executive Officer;

●	Alvin McCoy III, our Former Chief Financial Officer ⁽¹⁾;

●	William Singleton, our Cyber Security Lead; and

●	Devin Ferreira, our Cyber Security Engineer.

(1)

Mr. Alvin McCoy III resigned as our Chief Financial Officer, effective May 31, 2026, and Ana L. Garcia was appointed as the Chief Financial Officer, effective June 1, 2026.

Summary Compensation Table

The following table sets forth certain compensation awarded to, earned by, or paid to the following “named executive officers,” which term is defined as follows:

(a)	all individuals serving as one of our principal executive officers during our fiscal years ended December 31, 2025 and 2024; and

(b)	each of our two other most highly compensated executive officers who were serving at the end of 2025.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
	2023	$	113,120		-				-	$	113,120
L. Kevin Kelly*	2024	$	24,681		-				-	$	24,681
Chief Executive Officer	2025	$	518,750		-	$	1,250,000		-	$	1,768,750

	2023	$	114,900		-				-	$	114,900
Alvin McCoy, III**	2024	$	114,900		-				-	$	114,900
Former Chief Financial Officer	2025	$	290,933		-	$	1,000,000		-	$	1,290,933

	2023	$	177,293		-				-	$	177,293
William Singleton,	2024	$	179,262		-				-	$	179,262
Cyber Security Lead	2025	$	185,400		-				-	$	185,400

	2023	$	151,618		-				-	$	151,618
Devin Ferreira,	2024	$	160,680		-				-	$	160,680
Cyber Security Engineer	2025	$	160,680		-				-	$	160,680

*L. Kevin Kelly received $275,000 in backpay from 2023 and 2024.

**Mr. Alvin McCoy III resigned as our Chief Financial Officer, effective May 31, 2026, and Ana L. Garcia was appointed as the Chief Financial Officer, effective June 1, 2026.

Narrative Disclosure to Summary Compensation Table

Employment Agreement with L. Kevin Kelly

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, Cycurion shall pay Mr. Kelly an annual base salary of $325,000 per annum. During the employment period, Cycurion shall pay to the executive an equity compensation of $500,000 of Company stock in the first year of employment payable quarterly. Mr. Kelly is eligible for a performance bonus based on results generated by the executive and through the Company. Targeted performance is $325,000 for year-one, and the performance bonus will increase for subsequent years based on future financial and non-financial results.

Employment Arrangement with Ana L. Garcia

On May 21, 2026, Cycurion entered into an offer letter with Ana L. Garcia to serve as Chief Financial Officer, commencing June 1, 2026. Ms. Garcia’s employment is on an at-will basis. During her employment, Cycurion will pay Ms. Garcia an annual base salary of $300,000, payable in accordance with the Company’s standard payroll practices. Ms. Garcia is eligible to receive an annual performance bonus of up to 50% of her base salary, based on the achievement of individual and Company performance objectives, as determined by the Chief Executive Officer. For 2026, any such bonus will be prorated based on her period of service during the year. In addition, Ms. Garcia will receive a one-time equity grant consisting of $300,000 in restricted stock units, subject to a three-year vesting schedule, and will be eligible to participate in the Company’s annual executive equity refresh program, subject to Board approval. If Ms. Garcia’s employment is terminated without cause, she will be entitled to severance benefits consisting of (i) six months of base salary, (ii) a pro rata portion of any earned bonus for the year of termination, and (iii) Company-paid COBRA premiums for up to six months, subject to her execution of a general release of claims.

Retention Packages

On June 16, 2025, our Board of Directors approved a retention package for L. Kevin Kelly, Chief Executive Officer, and Alvin McCoy III, former Chief Financial Officer, and issued each officer 100,000 shares of Common Stock under our 2025 Equity Incentive Plan on August 4, 2025.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

Other than as disclosed above, we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following, or in connection with the resignation, retirement, or other termination of our directors or executive officers, or a change in control of our Company or a change in our directors’ or executive officers’ responsibilities following a change in control.

Compensation Discussion and Analysis

Our compensation philosophy is designed to attract, retain and motivate top-tier talent to drive our mission of delivering innovative cybersecurity and digital infrastructure solutions that safeguard critical assets for our clients in government, healthcare, and corporate sectors. Our compensation programs are structured to align the interests of our named executive officers with those of our stockholders, fostering a culture of performance, innovation, and long-term value creation. The Compensation Committee, composed entirely of independent directors, oversees the development and implementation of our compensation policies, guided by the following core objectives:

●

Pay-for-Performance Alignment: We prioritize linking executive compensation to the achievement of measurable financial, operational and strategic goals that enhance Cycurion’s market position and stockholder value. Our incentive programs are designed to reward executives for delivering strong financial performance, such as revenue growth (e.g., $15.1 million in revenue reported for 2025), successful execution of strategic initiatives such as the launch of our AI-enhanced ARx platform and expanding our client base through high-value contracts (e.g., $7.0 million in recent contract awards).

●

Competitive Compensation to Attract and Retain Talent: To compete in the fast-evolving cybersecurity industry, we offer compensation packages that are competitive with peer companies, including cybersecurity leaders such as Palo Alto Networks, CrowdStrike Holdings Inc., and Fortinet, Inc. Our programs balance fixed and variable compensation, including base salaries, annual cash incentives, and long-term equity awards, to attract and retain exceptional leaders capable of navigating complex cyber threats and driving innovation.

●

Long-Term Value Creation: We emphasize equity-based compensation, such as stock options and restricted stock units, to align executive incentives with long-term stockholder interests. By tying a significant portion of compensation to stock performance, we ensure that our executives are motivated to enhance Cycurion’s market position, achieve sustainable growth and deliver innovative solutions such as our AI-powered ARx platform, strategic partnerships (e.g., with CentralSquare Technologies, LLC and IQSTEL Inc.), and strategic acquisitions.

●

Transparency and Accountability: We are committed to transparent disclosure of our compensation practices to provide stockholders with a clear understanding of how pay decisions are made. The Compensation Committee evaluates executive performance based on a combination of quantitative metrics (e.g., revenue, gross margin improvement, and contract wins) and qualitative factors (e.g., leadership in advancing cybersecurity innovation and client satisfaction). We also consider input from independent compensation consultants and market data to ensure our programs are fair, competitive, and aligned with industry standards.

●

Risk Mitigation and Governance: Our compensation programs are designed to encourage prudent risk-taking that supports Cycurion’s strategic objectives without incentivizing undue risk. We maintain robust governance practices, including clawback policies to recover erroneously awarded compensation in the event of financial restatements, as required by Nasdaq rules, and regular reviews of our compensation structure to ensure alignment with stockholder interests and regulatory requirements.

●

Responsiveness to Stockholder Feedback: We value the perspectives of our stockholders and actively consider feedback from say-on-pay votes and investor engagements to refine our compensation programs. This ensures that our approach remains responsive to stockholder priorities, particularly in demonstrating the alignment between executive pay and company performance.

Our compensation philosophy is rooted in the belief that exceptional leadership drives Cycurion’s ability to innovate, grow and deliver unparalleled value to our clients and stockholders. By aligning executive rewards with measurable outcomes, such as a 900 basis point gross margin improvement (first quarter 2026) and developing acquisition pipeline (Halo Privacy, Secuvant, LLC and Digital Ally, Inc.), we reinforce our commitment to building a sustainable, high-performing organization that leads the cybersecurity industry.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2025, the Compensation Committee was composed of Messrs. Ginsberg, Bailey, Sr., and O’Brien, and there were no insider participations or Compensation Committee interlocks among the members of the Compensation Committee of our Company. At all times during fiscal year 2025, the Compensation Committee was comprised solely of independent, non-employee directors.

Outstanding Equity Awards at Fiscal Year-End

We did not have any option awards or unvested stock awards outstanding as of December 31, 2025.

Equity Compensation Plan Information

The following table sets forth additional information as of December 31, 2025, regarding securities authorized for issuance under our existing equity compensation plans and arrangements, divided between plans approved by our stockholders and plans or arrangements that were not required to be and were not submitted to our stockholders for approval. The equity compensation plan approved by our stockholders is our 2025 Equity Incentive Plan.

Plan category	Number of shares to be issued upon exercise of outstanding options, warrants and rights (#)		Weighted- average exercise price of outstanding options, warrants and rights ($)		Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (#)
	(a)		(b)		(c)
Equity compensation plans approved by stockholders:
2025 Equity Incentive Plan		200,000		10.00		24,628,980
Equity compensation plans not approved by stockholders:		0		0		0
Total		200,000		10.00		24,628,980

2025 Equity Incentive Plan

In February 2025, we adopted the 2025 Equity Incentive Plan that provide for the issuance of up to 10,000,000 shares of Common Stock to our officers, directors and other employees. In September 2025, upon approval by our stockholders, we increased the number of authorized shares issuable under the 2025 Equity Incentive Plan from 10,000,000 to 25,000,000 shares of Common Stock. In 2025, we issued 371,020 shares to ten stockholders under the 2025 Equity Incentive Plan.

PROPOSAL NO. 1 – APPROVAL OF AMENDMENT TO OUR CHARTER TO IMPLEMENT A CLASSIFIED BOARD OF DIRECTORS

Overview

The Board of Directors has approved, and recommends that stockholders approve, an amendment to the Company’s Charter to implement a classified, or staggered, Board of Directors, substantially in the form attached as Exhibit A.

Delaware law provides that, unless otherwise provided in a company’s certificate of incorporation or bylaws, directors are elected for a one-year term at each annual meeting of stockholders. If approved, the Board of Directors will be divided, into three classes, as nearly equal in number as possible, designated:

	●	Class I
	●	Class II
	●	Class III

Terms of Directors

Each director elected to the Board of Directors following approval of this proposal will serve for a three-year term, with the term of one class expiring at each annual meeting of stockholders.

To implement the classified structure:

	●	Class I directors will serve an initial term expiring at the 2027 annual meeting.
	●	Class II directors will serve an initial term expiring at the 2028 annual meeting.
	●	Class III directors will serve an initial term expiring at the 2029 annual meeting.

Thereafter, directors will be elected each year to succeed the class whose term is expiring, for three-year terms. Any director so elected shall be assigned by the Board of Directors to the class of directors to which such vacancy or directorship relates and shall hold office for the remainder of the full term of such class and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal.

If Proposal No. 1 is approved and the amendment to the Charter is filed with the Delaware Secretary of State, the Board of Directors intends to amend the Bylaws to be consistent with any changes to the amendment to the Charter approved by stockholders at the 2026 Annual Meeting, as attached hereto as Exhibit B.

Effect of Proposal

If this proposal is approved:

	●	Proposal No. 2 (Election of Directors) will elect directors into classified terms if Proposal No. 1 is approved.
	●	The Board of Directors will transition from annual elections to staggered elections.

If this proposal is not approved:

●

All directors will continue to be elected annually (as currently structured).

Purpose and Rationale

The Board of Directors believes that a classified board structure:

	●	promotes continuity and stability in leadership;
	●	enhances the Board’s ability to focus on long-term strategy; and
	●	helps retain experienced directors with institutional knowledge.

However, the Board of Directors also recognizes that a classified board may reduce the ability of stockholders to change control of the Board of Directors in a single year.

Advantages of a Classified Board of Directors

Our Board of Directors believes that a classified board structure will help to assure the continuity and stability of our long-term policies in the future and to reduce our vulnerability to hostile and potentially abusive takeover tactics that could be adverse to the best interests of our company and its stockholders. Our Board of Directors believes that, by encouraging potential acquirers to negotiate directly with our Board of Directors, thereby giving our Board of Directors added leverage in such negotiations, a classified board structure will increase the likelihood of bona fide offers for our company by serious acquirers. A classified board would not preclude unsolicited acquisition proposals but, by eliminating the threat of imminent removal, would put our Board of Directors in a position to act to maximize value for all stockholders. A longer term in office also would allow our directors to stay focused on long-term value creation, without undue pressure that may come from special interest groups intent on pursuing their own agenda at the expense of the interests of our company and its stockholders. Further, it would enable us to benefit more effectively from directors’, particularly non-management directors’, experience and knowledge of our company; while helping us attract and retain highly qualified individuals willing to commit the time and dedication necessary to understand our company, its operations and its competitive environment.

Disadvantages of a Classified Board of Directors

While a classified board of directors may have the beneficial effects discussed immediately above, it may also discourage some takeover bids, including some that would otherwise allow stockholders the opportunity to realize a premium over the market price of their stock or that a majority of our stockholders otherwise believes may be in their best interests to accept or where the reason for the desired change is inadequate performance of our directors or management. Because of the additional time required to change control of our Board of Directors, a classified board may also make it more difficult and more expensive for a potential acquirer to gain control of our Board of Directors and our company. Currently, a change in control of our Board of Directors can be made by stockholders holding a plurality of the votes cast at a single annual meeting where there is a contested director election. If we establish a classified board of directors, it will take at least two annual meetings following the annual meeting at which the classified board structure becomes effective for a potential acquirer to effect a change in control of our Board, even if the potential acquirer were to acquire a majority of our outstanding common stock.

Anti-Takeover Effects

A classified board of directors may increase the amount of time required for a takeover bidder to obtain control of our company without the cooperation of our Board of Directors, even if the takeover bidder were to acquire a majority of the voting power of our outstanding common stock. Without the ability to obtain immediate control of our Board of Directors, a takeover bidder will not be able to take action to remove other impediments to its acquisition of our company. Thus, a classified board of directors could discourage certain takeover attempts, perhaps including some takeovers that stockholders may feel would be in their best interests. Further, a classified board of directors will make it more difficult for stockholders to change the majority composition of our Board of Directors, even if our stockholders believe such a change would be beneficial. Because a classified board of directors will make the removal or replacement of directors more difficult, it will increase the directors’ security in their positions, and could be viewed as tending to perpetuate incumbent management. Since the creation of a classified board of directors will increase the amount of time required for a hostile bidder to acquire control of our company, the existence of a classified board of directors could tend to discourage certain tender offers that stockholders might feel would be in their best interest. However, our Board of Directors believes that forcing potential bidders to negotiate with our Board of Directors for a change of control transaction will allow our Board of Directors to better maximize stockholder value in any change of control transaction.

Vote Required

The approval of Proposal No. 1 requires the affirmative vote of a majority of the Voting Stock present in person or by proxy and entitled to vote at the meeting.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 1.

PROPOSAL NO. 2 - ELECTION OF DIRECTORS

To elect the following four nominees to our Board of Directors: Emmit McHenry as a Class I director, to serve until the 2027 annual meeting of stockholders and until his successor is duly elected and qualified; Peter Ginsberg and Reginald S. Bailey, Sr. as Class II directors, each to serve until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified; and L. Kevin Kelly and Kevin E. O’Brien as Class III directors, to serve until the 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified. If Proposal No. 1 is not approved, all four nominees will be elected to serve until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

Biographical information concerning the directors listed above is listed in the section “Board of Directors and Corporate Governance.”

If Proposal No. 1 is approved, each director elected pursuant to this proposal will serve in the class and for the initial term assigned above. If Proposal No. 1 is not approved, each director will serve for a one-year term expiring at the 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

Vote Required

Under our plurality voting standard, each nominee for director must receive a greater number of votes cast “FOR” such nominee than votes cast “WITHHOLD” in order to be elected. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Nominee Information

Our Board of Directors believes that each of the nominees possesses the experience, qualifications, attributes and skills that the Board of Directors considers necessary to serve as a director of the Company. The nominees’ biographical information and the Board of Directors’ reasons for nominating each individual are described in detail in the section of this proxy statement entitled “Board of Directors and Corporate Governance.”

There are no family relationships among any of the directors or executive officers. There are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was selected for election as a director.

If any nominee is unable or unwilling to serve as a director if elected, the Board of Directors may designate a substitute nominee or may reduce the size of the Board of Directors, in each case in accordance with Article III of the Company’s Bylaws and applicable law. The Board of Directors has no reason to believe that any nominee will be unable or unwilling to serve if elected.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that stockholders vote “FOR” the election of Emmit McHenry as a Class I director, Peter Ginsberg and Reginald S. Bailey, Sr. as Class II directors, and L. Kevin Kelly and Kevin E. O’Brien as Class III directors, in each case if Proposal No. 1 is approved. If Proposal No. 1 is not approved, our Board of Directors unanimously recommends that stockholders vote “FOR” the election of each such nominee to serve a one-year term expiring at the 2027 Annual Meeting of Stockholders.

The Board of Directors currently consists of five members. If Proposal No. 2 is approved, the Board of Directors will consist of five members.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL NO. 2.

PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed WWC, P.C. as the Company’s independent registered public accounting firm to audit the consolidated financial statements of Cycurion, Inc. for the fiscal year ending December 31, 2026, and recommends that stockholders ratify this appointment.

A representative of WWC, P.C. is not expected to be present at the 2026 Annual Meeting. The affirmative vote of the holders of a majority of the shares of Voting Stock present in person or by proxy and entitled to vote will be required to ratify the appointment of WWC, P.C.

If stockholders do not ratify the appointment, the Audit Committee will reconsider its selection of the independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee retains the authority, in its sole discretion, to appoint a different independent registered public accounting firm at any time if it determines that such change would be in the best interests of the Company and its stockholders.

Audit Fees and Pre-Approval Information

The following table presents the aggregate fees billed by WWC, P.C. for professional services rendered for the fiscal years ended December 31, 2025 and 2024:

Fee Category	2025		2024
Audit Fees⁽¹⁾	$	250,000	$	200,000
Audit-Related Fees⁽²⁾	$	0	$	0
Tax Fees⁽³⁾	$	0	$	0
All Other Fees⁽⁴⁾	$	0	$	0
Total	$	250,000	$	200,000

(1)	Audit Fees consist of fees billed for the audit of the Company’s annual consolidated financial statements and the review of the Company’s interim financial statements included in its Quarterly Reports on Form 10-Q, as well as services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
(2)	Audit-Related Fees consist of fees billed for assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under Audit Fees.
(3)	Tax Fees consist of fees billed for professional services rendered by the independent registered public accounting firm for tax compliance, tax advice, and tax planning.
(4)	All Other Fees consist of fees billed for products and services provided by the independent registered public accounting firm other than the services reported under Audit Fees, Audit-Related Fees or Tax Fees.

Pre-Approval Procedures

All audit and non-audit services provided by WWC, P.C. during fiscal year 2025 were pre-approved or ratified by the Audit Committee in accordance with applicable SEC rules and Audit Committee policies.

Report of the Audit Committee

The Audit Committee reviews the Company’s financial reporting processes on behalf of the Board of Directors. Management is responsible for the financial statements and the reporting processes, including the internal control over financial reporting. The Company’s independent registered public accounting firm, WWC, P.C., is responsible for expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles. The Audit Committee monitors these processes. The Audit Committee has reviewed and discussed the audited financial statements with management.

As required by the standards of the Public Company Accounting Oversight Board (“PCAOB”), the Audit Committee has discussed with WWC, P.C. the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has received the written disclosures and letters from WWC, P.C. required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with WWC, P.C. the independence of WWC, P.C. from the Company and management.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2025 for filing with the SEC.

	Submitted by the Audit Committee of the Board of Directors:

	Kevin E. O’Brien (Chairman)

	Peter R. Ginsberg

	Reginald S. Bailey, Sr.

Interest of Certain Persons in Matter to be Acted Upon

No officer or director of the Company, nor any of their respective affiliates, has any direct or indirect interest in Proposal No. 3 that is not shared by all stockholders.

Vote Required

The affirmative vote of a majority of the shares of Common Stock and Preferred Voting Stock outstanding and entitled to vote is required to approve Proposal No. 3.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 3.

PROPOSAL NO. 4 - APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, and in accordance with applicable rules of the SEC, the Board of Directors is providing stockholders with the opportunity to cast a non-binding advisory vote on the compensation of the Company’s named executive officers, as disclosed in this proxy statement (commonly referred to as “say-on-pay”).

This say-on-pay proposal gives stockholders the opportunity to express their views on the overall compensation philosophy, policies, and practices of the Company as they relate to the compensation of our named executive officers. The vote is not intended to address any specific element of compensation or the compensation of any individual executive officer, but rather the compensation of our named executive officers as a group, as described in this proxy statement.

Because this vote is advisory in nature, it will not be binding on the Company, the Board of Directors, or the Compensation Committee, and will not directly affect any compensation already paid or awarded to our named executive officers. However, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of this vote when making future executive compensation decisions.

Stockholders are encouraged to carefully review the section entitled “Executive Compensation”, including the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosures. The Board of Directors believes that the Company’s executive compensation programs are designed to attract, motivate, and retain experienced and high-performing executives, align executive compensation with stockholder interests, and support the Company’s long-term strategic objectives, while maintaining appropriate cost discipline and governance oversight.

Accordingly, the Board of Directors is asking stockholders to indicate their support for the compensation of the Company’s named executive officers by voting “FOR” the following resolution:

“RESOLVED, that the stockholders of the Company approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement for the 2026 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosures.”

Vote Required

The affirmative vote of a majority of the shares of Common Stock and Preferred Voting Stock outstanding and entitled to vote is required to approve Proposal No. 4.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 4.

PROPOSAL NO. 5 - RECOMMENDATION, ON A NON-BINDING BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act and in accordance with the rules of the SEC, we are providing our stockholders with the opportunity to vote, on a non-binding advisory basis, on the frequency of future stockholder advisory votes on the compensation of our named executive officers (commonly referred to as “say-on-pay” votes).

Stockholders may vote to recommend that such advisory votes occur every one (1) year, every two (2) years, or every three (3) years, or may abstain from voting.

The Board of Directors and the Compensation Committee have carefully considered this matter and believe that holding an advisory vote on executive compensation every year continues to be appropriate. An annual say-on-pay vote provides stockholders with a meaningful and regular opportunity to communicate their views on our executive compensation program and supports ongoing engagement between the Company and its stockholders.

Because this vote is advisory, it is not binding on the Company, the Board of Directors, or the Compensation Committee. However, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when determining the frequency of future say-on-pay votes. Nevertheless, the Board of Directors may determine to hold say-on-pay votes on a frequency different from that recommended by stockholders, as permitted by applicable law.

Vote Required

The affirmative vote of a majority of the shares of Common Stock and Preferred Voting Stock outstanding and entitled to vote is required to approve Proposal No. 5.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS AND COMPENSATION COMMITTEE RECOMMEND A VOTE OF “ONE (1) YEAR” FOR PROPOSAL NO. 5 WITH RESPECT TO THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE “SAY-ON-PAY” VOTES.

PROPOSAL NO. 6 – APPROVAL OF THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN TO PERMIT ISSUANCE OF PREFERRED STOCK

General

The Board of Directors is submitting for stockholder approval the Amended and Restated 2025 Equity Incentive Plan (the “Plan”).

The primary purpose of the amendment and restatement is to authorize and permit the issuance of equity-based awards denominated in, payable in, or otherwise based on shares of Preferred Stock, in addition to Common Stock, thereby expanding the Company’s equity compensation tools and enabling the Company to utilize Preferred Stock as a form of compensatory equity under the Plan.

The Board of Directors approved the Plan on June 16, 2026, subject to stockholder approval.

Background and Purpose of the Amendment

The Company’s current equity incentive plan authorizes the grant of awards based solely on shares of Common Stock. The Board believes that it is in the best interests of the Company and its stockholders to amend and restate the Plan to permit awards based on Preferred Stock.

The amendment is intended to:

	●	Expressly authorize the issuance of Preferred Stock under the Plan;
	●	Provide the Company with greater flexibility in designing long-term incentive compensation;
	●	Align compensation structures with the Company’s capital structure and strategic initiatives;
	●	Facilitate the use of convertible or structured preferred equity instruments in connection with hiring, retention and strategic transactions; and
	●	Enhance the Company’s ability to attract, retain and motivate employees, directors and consultants.

The Board believes that providing flexibility to use Preferred Stock as a form of equity compensation will enable the Company to compete more effectively for talent and better align compensation with stockholder interests.

Summary of the Amended and Restated Plan

The following is a summary of the material terms of the Plan, as proposed to be amended and restated. This summary is qualified in its entirety by reference to the full text of the Plan, which is attached to this proxy statement as Exhibit C.

Authorized Shares

Subject to adjustment as described in the Plan, the maximum aggregate number of shares of the Company’s capital stock that may be issued pursuant to awards under the Plan is 25,000,000 shares (the “Share Reserve”).

Shares issued under the Plan may consist of:

	●	shares of the Company’s Common Stock; and
	●	shares of the Company’s Preferred Stock, including any series thereof.

All shares issued under the Plan, whether Common Stock or Preferred Stock, will be counted against the Share Reserve. The issuance of Preferred Stock under the Plan will not increase the total number of shares authorized for issuance under the Plan.

Authorization of Preferred Stock Awards

The amended and restated Plan permits the Company to grant awards that are:

	●	denominated in Preferred Stock;
	●	payable in Preferred Stock; or
	●	otherwise based on the value of Preferred Stock.

These awards may include:

	●	restricted Preferred Stock;
	●	Preferred Stock units;
	●	performance-based awards payable in Preferred Stock;
	●	convertible or exchangeable Preferred Stock awards; and
	●	other equity-based awards referencing Preferred Stock.

Administration

The Plan will be administered by the Board of Directors or by a committee of the board (the “Administrator”). The Administrator will have broad authority to administer the Plan, including the authority to:

	●	select participants;
	●	determine the types and size of awards;
	●	establish vesting and performance conditions;
	●	determine the class or series of Preferred Stock applicable to an award; and
	●	establish the rights, preferences and other terms applicable to Preferred Stock issued under the Plan.

Types of Awards

The Plan permits the grant of a variety of equity-based awards, including:

	●	incentive stock options (with respect to Common Stock only);
	●	non-qualified stock options;
	●	stock appreciation rights (“SARs”);
	●	restricted stock and restricted stock units (“RSUs”);
	●	performance-based awards;
	●	dividend equivalent rights;
	●	other stock-based awards; and
	●	Preferred Stock-based awards, as described above.

Adjustments

In the event of certain corporate transactions, including stock splits, recapitalizations, mergers, or similar events, the Administrator will make appropriate adjustments to outstanding awards and the Share Reserve. Such adjustments may apply to awards based on Common Stock and Preferred Stock, including any changes affecting the rights or structure of any series of Preferred Stock.

Important Considerations

Stockholders should consider the following factors when voting on this proposal:

	●	Dilution Risk. The issuance of shares under the Plan, including Preferred Stock, may result in dilution to existing stockholders.
	●	Preferred Stock Rights. Preferred Stock may have rights, preferences or privileges that differ from, and may be senior to, those of Common Stock.
	●	Board Flexibility. The Plan provides the Administrator with significant discretion in structuring awards, including awards based on Preferred Stock.
	●	No Increase in Share Reserve. The amendment does not increase the total number of shares authorized for issuance under the Plan.

Termination of Employment or Other Service

The Plan provides for certain default rules in the event of a termination of a participant’s employment or other service. These default rules may be modified in an award agreement or an individual agreement between Cycurion and a participant. If a participant’s employment or other service with Cycurion is terminated for cause, then all outstanding awards held by such participant will be terminated and forfeited. In the event a participant’s employment or other service with Cycurion is terminated by reason of death, disability or retirement, then:

	●	All outstanding stock options (excluding non-employee director options in the case of retirement) and SARs held by the participant will, to the extent exercisable, remain exercisable for a period of six (6 months) after such termination, but not later than the date the stock options or SARs expire;
	●	All outstanding stock options and SARs that are not exercisable and all outstanding restricted stock will be terminated and forfeited; and

In the event a participant’s employment or other service with Cycurion is terminated by reason other than for cause, death, disability or retirement, then such Participant (as defined in Exhibit C) may, but only during the Post-Termination Exercise Period (as defined in the Exhibit C) (but in no event later than the expiration date of the term of such Award (as defined in Exhibit C) as set forth in the Award Agreement (as defined in Exhibit C)), exercise the portion of the Participant’s Award that was vested at the date of such termination or such other portion of the Participant’s Award as may be determined by the Administrator. The Participant’s Award Agreement may provide that upon the termination of the Participant’s Continuous Service for Cause (as defined in Exhibit B), the Participant’s right to exercise the Award shall terminate concurrently with the termination of the Participant’s Continuous Service. In the event of a Participant’s change of status from employee to consultant, an employee’s Incentive Stock Option (as defined in Exhibit C) shall convert automatically to a Non-Qualified Stock Option (as defined in Exhibit C) on the day three (3) months and one (1) day following such change of status. To the extent that the Participant’s Award was unvested at the date of termination, or if the Participant does not exercise the vested portion of the Participant’s Award within the Post-Termination Exercise Period, the Award shall terminate.

Forfeiture and Recoupment

The Administrator shall have the authority to require the participant to repay to the Company, within ten (10) days following receipt of written notice from the Company, any amount received or the amount realized as a result of any such exercise, vesting, issuance or payment.

In addition, if Cycurion is required to prepare an accounting restatement due to material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, then any participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 will reimburse Cycurion for the amount of any award received by such individual under the Plan during the 12-month period following the first public issuance or filing with the SEC, as the case may be, of the financial document embodying such financial reporting requirement. Cycurion also may seek to recover any award made as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other clawback, forfeiture, or recoupment provision required by applicable law or under the requirements of any stock exchange or market upon which Common Stock of Cycurion is then listed or traded or any policy adopted by Cycurion.

Effect of Change in Control

Generally, a “change in control” will mean:

	●	the acquisition, other than from the Company, by any individual, entity or group of beneficial ownership of 50% or more of the then-outstanding shares of Common Stock or Preferred Stock (or voting power thereof) of Cycurion;
	●	the consummation of a reorganization, merger or consolidation of Cycurion with respect to which all or substantially all of the individuals or entities who were the beneficial owners of Common Stock or Preferred Stock of Cycurion immediately prior to the transaction do not, following the transaction, beneficially own more than 50% of the outstanding shares of capital stock and voting securities of the corporation resulting from the transaction; or
	●	a complete liquidation or dissolution of Cycurion or the sale or other disposition of all or substantially all of the assets of Cycurion.

Subject to the terms of the applicable award agreement or any individual agreement between Cycurion and a participant, upon a change in control, the Administrator may, in its discretion:

	●	determine whether some or all outstanding options and stock appreciation rights shall become exercisable in full or in part;
	●	determine whether the restriction period and performance period applicable to some or all outstanding restricted stock awards, restricted stock units or other equity-based awards shall lapse in full or in part; and
	●	determine whether the performance measures applicable to some or all outstanding awards shall be deemed to be satisfied.

The Administrator may issue Awards under the Plan in settlement, assumption, or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase or other form of transaction.

Term, Termination and Amendment

Unless sooner terminated by the Board, the Plan will terminate at midnight on the day before the ten-year anniversary of its effective date. No Award will be granted after the termination of the Plan; however, Awards outstanding at the time of such termination will continue in effect in accordance with their respective terms and conditions and the terms and conditions of the Plan.

Subject to the provisions of the Plan and applicable law, the Board may at any time suspend or terminate the Plan and may amend the Plan or amend or modify the terms of any outstanding Award.

No amendment to the Plan will be effective without the approval of the Company’s stockholders if such approval is required pursuant to:

	●	Section 422 of the Code;
	●	the rules of any stock exchange or national market system on which the Company’s Common Stock is then listed or traded;
	●	applicable U.S. federal or state laws or regulations; or
	●	the applicable laws of any foreign jurisdiction in which Awards are, or will be, granted.

In addition, stockholder approval will be required for any amendment that increases the maximum aggregate number of Shares which may be issued.

For purposes of the foregoing, references to “Shares” include shares of Common Stock and Preferred Stock. No termination, suspension or amendment of the Plan, and no amendment or modification of an Award, shall adversely affect the rights of any participant with respect to any outstanding Award without such participant’s written consent, except as otherwise permitted under the terms of the Plan or required to comply with applicable law.

Tax Consequences of Awards

Incentive Stock Options

With respect to Incentive Stock Options (“ISOs”), which may be granted only with respect to shares of Common Stock, generally, the participant is not taxed, and Cycurion is not entitled to a deduction, on either the grant or the exercise of an ISO so long as the requirements of Section 422 of the Code continue to be satisfied.

If the participant satisfies the applicable holding period requirements and does not dispose of the shares of Common Stock acquired upon exercise of an ISO until at least one year after the date of exercise and at least two years after the date of grant, any gain or loss realized upon the sale of such shares will be treated as long-term capital gain or loss.

If the shares of Common Stock are disposed of before these holding periods expire (a “disqualifying disposition”), the participant will recognize ordinary income in an amount equal to the lesser of:

(i) the excess, if any, of the fair market value of the Common Stock on the date of exercise over the exercise price; or

(ii) if the disposition is a taxable sale or exchange, the amount of gain realized.

Upon a disqualifying disposition, Cycurion generally will be entitled to a corresponding deduction in the same tax year equal to the amount of ordinary income recognized by the participant, subject to Section 162(m) of the Code.

Non-Qualified Stock Options

The grant of a stock option that does not qualify as an ISO (a “Non-Qualified Stock Option”) generally is not a taxable event for the participant.

Upon exercise of a Non-Qualified Stock Option, the participant will generally recognize ordinary income equal to the excess of the fair market value of the Shares (which may include Common Stock or Preferred Stock, if applicable) acquired upon exercise over the exercise price. Cycurion will generally be entitled to a corresponding deduction in the same tax year, subject to Section 162(m) of the Code.

Upon a subsequent sale or disposition of the Shares acquired upon exercise, any gain or loss will be treated as capital gain or loss (long-term or short-term depending on the holding period).

Stock Appreciation Rights

The grant of a stock appreciation right (“SAR”) will not result in taxable income to the participant or a deduction to Cycurion.

Upon exercise of an SAR, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of Shares (including Common Stock or Preferred Stock, as applicable) received. Cycurion will generally be entitled to a corresponding deduction in an equal amount in the same tax year, subject to Section 162(m) of the Code.

Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards

The federal income tax consequences of restricted stock, RSUs, performance awards, and other stock-based awards depend on the specific terms of the award, including the nature of any restrictions imposed.

In general, if an award of Shares (which may include Common Stock or Preferred Stock) is subject to a “substantial risk of forfeiture” and is nontransferable, the participant will not recognize income until the earlier of (i) the lapse of such restrictions or (ii) the time the Shares become transferable. At that time, the participant will recognize ordinary income equal to the excess of the fair market value of the Shares over the amount, if any, paid for such Shares, and Cycurion will generally be entitled to a corresponding deduction, subject to Section 162(m) of the Code.

A participant may elect under Section 83(b) of the Code to recognize income at the time of grant of restricted stock, in which case the participant will recognize ordinary income equal to the excess of the fair market value of the Shares at the time of grant over the purchase price, if any, and Cycurion will generally be entitled to a corresponding deduction, subject to Section 162(m) of the Code.

If a stock unit award or other stock-based award is granted but no Shares are issued at the time of grant, the participant generally will recognize ordinary income when the Shares (or cash) are delivered, equal to the fair market value of the Shares (or amount of cash) received at such time, and Cycurion will generally be entitled to a corresponding deduction, subject to Section 162(m) of the Code.

Dividend Equivalent Rights

There are generally no U.S. federal income tax consequences to the recipient or Cycurion on the grant of a dividend equivalent right. When the dividend equivalent right is converted to cash and/or additional shares of common stock and distributed to the recipient of a dividend equivalent right, the cash or the fair market value of the shares of common stock will be taxable to the recipient as ordinary income and Cycurion will be entitled to a corresponding deduction for tax purposes, subject to Section 162(m) of the Code.

Withholding Obligations

Cycurion is entitled to withhold and deduct from future wages of the participant, to make other arrangements for the collection of, or to require the participant to pay to Cycurion, an amount necessary for it to satisfy the participant’s federal, state or local tax withholding obligations with respect to awards granted under the Plan. Withholding for taxes may be calculated based on the maximum applicable tax rate for the participant’s jurisdiction or such other rate that will not trigger a negative accounting impact on Cycurion. The Committee may permit a participant to satisfy a tax withholding obligation by withholding shares of Common Stock of Cycurion underlying an award, tendering previously acquired shares, delivery of a broker exercise notice or a combination of these methods.

Code Section 409A

A participant may be subject to a 20% penalty tax, in addition to ordinary income tax, at the time a grant becomes vested, plus an interest penalty tax, if the grant constitutes deferred compensation under Section 409A of the Code and the requirements of Section 409A of the Code are not satisfied.

Code Section 162(m)

Pursuant to Section 162(m) of the Code, the annual compensation paid to an individual who is a “covered employee” is not deductible by Cycurion to the extent it exceeds $1 million. The Tax Cut and Jobs Act, signed into law on December 22, 2017, amended Section 162(m), effective for tax years beginning after December 31, 2017, (i) to expand the definition of a “covered employee” to include any person who was the Chief Executive Officer or the Chief Financial Officer at any time during the year and the three (five, for tax years beginning after December 31, 2026) most highly compensated officers (other than the Chief Executive Officer or the Chief Financial Officer) who were employed at any time during the year whether or not the compensation is reported in the Summary Compensation Table included in the proxy statement for Cycurion’s Annual Meeting; (ii) to treat any individual who is considered a covered employee at any time during a tax year beginning after December 31, 2016 as remaining a covered employee permanently; and (iii) to eliminate the performance-based compensation exception to the $1 million deduction limit.

Excise Tax on Parachute Payments

Unless otherwise provided in a separate agreement between a participant and Cycurion, if, with respect to a participant, the acceleration of the vesting of an award or the payment of cash in exchange for all or part of an award, together with any other payments that such participant has the right to receive from Cycurion, would constitute a “parachute payment” then the payments to such participant will be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code. Such reduction, however, will only be made if the aggregate amount of the payments after such reduction exceeds the difference between the amount of such payments absent such reduction minus the aggregate amount of the excise tax imposed under Section 4999 of the Code attributable to any such excess parachute payments. If such provisions are applicable and if an employee will be subject to a 20% excise tax on any “excess parachute payment” pursuant to Section 4999 of the Code, Cycurion will be denied a deduction with respect to such excess parachute payment pursuant to Section 280G of the Code.

Vote Required

The approval of this Proposal No. 6 requires the affirmative vote of a majority of the voting power of the shares of the Company’s voting stock present in person or represented by proxy at the 2026 Annual Meeting and entitled to vote on the matter.

Abstentions will have the same effect as votes “against” this proposal, and broker non-votes will have no effect.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN.

PROPOSAL NO. 7 – APPROVAL OF ONE OR MORE AMENDMENTS TO THE COMPANY’S CHARTER TO EFFECT ONE OR MORE REVERSE STOCK SPLITS OF ITS SHARES OF COMMON STOCK AT A REVERSE STOCK SPLIT RATIO RANGING BETWEEN AND INCLUDING 3:1 to 75:1 AND IN THE AGGREGATE NOT MORE THAN 250:1, INCLUSIVE

Background

We are asking our stockholders to approve one or more amendments to our Charter, which the Board of Directors has approved and declared advisable, to effect one or more reverse stock splits (the “Reverse Stock Splits”) of all issued and outstanding shares of our Common Stock, at a ratio ranging between and including 3:1 to 75:1 and in the aggregate not more than 250:1, inclusive (the “Reverse Stock Split Amendment”). The primary purpose of the Reverse Stock Splits is to raise the per share trading price of our Common Stock by reducing the number of outstanding shares in order to maintain our listing on Nasdaq.

Effectiveness of Amendments

The effectiveness of this amendment to our Charter, notwithstanding stockholder approval, will be determined by the Board of Directors, at its sole option.

If approved by stockholders and implemented by the Board of Directors, the Reverse Stock Splits (as applicable) will become effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, or such later date as is chosen by the Board of Directors and set forth in the Certificate of Amendment (the “Effective Date”). We will publicly announce each of the Reverse Stock Splits ratio chosen by the Board of Directors prior to the Effective Date.

No Dissenter’s or Appraisal Rights

Under the Delaware General Corporation Law, stockholders are not entitled to dissenter’s or appraisal rights with respect to Proposal No. 7, or the corresponding amendments to our Charter.

Interest of Certain Persons in Matter to be Acted Upon

No officer or director or their associates has any substantial interest, direct or indirect, by security holdings or otherwise, in Proposal No. 7 that is not shared by all other stockholders.

Reverse Stock Split Amendment

Our stockholders are being asked to approve the Reverse Stock Split Amendment to our Charter to effect one or more reverse stock splits of our Common Stock at a reverse stock split ratio ranging between and including 3:1 to 75:1 and in the aggregate not more than 250:1, inclusive.

Reasons for Reverse Stock Splits

To maintain our listing on Nasdaq. As discussed above, the primary purpose of the Reverse Stock Splits is to raise the per share trading price of the Company’s Common Stock in order to maintain its listing on Nasdaq. Delisting from Nasdaq may adversely affect the Company’s ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade in the Company’s securities and may negatively affect the value and liquidity of the Company’s Common Stock. Delisting may also have other negative impacts, including potential loss of employee confidence, the loss of institutional investors or interest in business development opportunities.

To potentially improve the marketability and liquidity of our Common Stock. The Board of Directors believes that an increased stock price may also improve the marketability and liquidity of our Common Stock. For example, many brokerages, institutional investors and funds have internal policies that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers by restricting or limiting the ability to purchase such stocks on margin. Additionally, investors may be dissuaded from purchasing stocks below certain prices because brokers’ commissions, as a percentage of the total transaction value, can be higher for low-priced stocks.

To decrease the risk of market manipulation of our Common Stock. The Board of Directors believes that the potential increase in stock price may reduce the risk of market manipulation of our Common Stock, which we believe is enhanced when our stock trades below $1.00 per share. By reducing market manipulation risk, we may also thereby potentially decrease the volatility of our stock price.

To provide us with flexibility with respect to our authorized Common Stock. The Reverse Stock Splits are expected to increase the number of authorized, but unissued and unreserved, shares of our Common Stock. These additional shares would provide flexibility to the Company for raising capital; repurchasing debt; providing equity incentives to employees, officers, directors, consultants and advisors (including pursuant to our equity compensation plans); expanding our business through the acquisition of other businesses and for other purposes. However, at present, we do not have any specific plans, arrangements, understandings or commitments for the additional shares that would become available.

Accordingly, for these and other reasons, the Board of Directors believes that the Reverse Stock Splits are in the best interests of the Company and our stockholders.

Criteria to be Used for Determining Whether to Implement the Reverse Stock Splits

Proposal No. 7 gives the Board of Directors discretion to select one or more Reverse Stock Splits ratios from within a range between and including 3:1 and 75:1 and in the aggregate not more than 250:1, inclusive, based on the Board of Directors’ then-current assessment of the factors below, and in order to maximize Company and stockholder interests. In determining whether to implement the Reverse Stock Splits, and which ratio to implement, if any, the Board of Directors may consider, among other factors:

	●	the historical trading price and trading volume of our Common Stock;
	●	the then-prevailing trading price and trading volume of our Common Stock and the expected impact of the Reverse Stock Splits on the trading market in the short- and long-term;
	●	the continued listing requirements for our Common Stock on Nasdaq or other applicable exchanges;
	●	the number of shares of Common Stock outstanding;
	●	which Reverse Stock Splits ratios would result in the least administrative cost to us; and
	●	prevailing industry, market and economic conditions.

Certain Risks and Potential Disadvantages Associated with a Reverse Stock Splits

We cannot assure stockholders that the proposed Reverse Stock Splits will sufficiently increase our stock price to regain compliance with Nasdaq’s Bid Price Rule or be completed before Nasdaq commences delisting procedures. The effect of Reverse Stock Splits on our stock price cannot be predicted with any certainty, and the history of reverse stock splits for other companies in our industry is varied, particularly since some investors may view reverse stock splits negatively. It is possible that our stock price after the Reverse Stock Splits will not increase in the same proportion as the reduction in the number of shares outstanding, causing a reduction in the Company’s overall market capitalization. Further, even if we implement Reverse Stock Splits, our Common Stock price may decline due to various factors, including our future performance and general industry, market and economic conditions. This percentage decline, as an absolute number and as a percentage of our overall market capitalization, may be greater than would occur in the absence of Reverse Stock Splits. In addition, even if we are able to regain compliance with Nasdaq’s Bid Price Rule, we cannot assure stockholders that we will be able to regain compliance with Nasdaq’s MVLS Rule. If we continue to fail to meet any of Nasdaq’s listing requirements, Nasdaq may suspend trading and commence delisting proceedings.

The proposed Reverse Stock Splits may decrease the liquidity of our Common Stock and result in higher transaction costs. The liquidity of our Common Stock may be negatively impacted by the reduced number of shares outstanding after the Reverse Stock Splits, which would be exacerbated if the stock price does not increase following the splits. In addition, Reverse Stock Splits would increase the number of stockholders owning “odd lots” of fewer than 100 shares, trading in which generally results in higher transaction costs. Accordingly, Reverse Stock Splits may not achieve the desired results of increasing marketability and liquidity as described above.

The implementation of Reverse Stock Splits would result in an effective increase in the authorized number of shares of Common Stock available for issuance, which could, under certain circumstances, have anti-takeover implications. The additional shares of Common Stock available for issuance could be used by the Company to oppose a hostile takeover attempt or to delay or prevent changes in control or in our management. Although the Reverse Stock Splits have been prompted by business and financial considerations, and not by the threat of any hostile takeover attempt (nor is the Board of Directors currently aware of any such attempts directed at us), stockholders should be aware that approval of the Reverse Stock Splits could facilitate future efforts by us to deter or prevent changes in control, including transactions in which stockholders might otherwise receive a premium for their shares over then-current market prices. Stockholders should also keep in mind that the implementation of Reverse Stock Splits does not have an effect on the actual or intrinsic value of our business or a stockholder’s proportional ownership interest (subject to the treatment of fractional shares). However, should the overall value of our Common Stock decline after Reverse Stock Splits, then the actual or intrinsic value of shares held by stockholders will also proportionately decrease as a result of the overall decline in value.

Effects of Reverse Stock Splits

As of the Effective Date:

	●	each 3 to 75 shares and in the aggregate not more than 250 shares, inclusive, of Common Stock outstanding (depending on the Reverse Stock Splits ratio selected by the Board of Directors) will be combined, automatically and without any action on the part of the Company or its stockholders, into one new share of Common Stock;
	●	no fractional shares of Common Stock will be issued; instead, stockholders who would otherwise receive a fractional share will receive cash in lieu of the fractional share (as detailed below);
	●	proportionate adjustments will be made to the number of shares issuable upon the exercise or vesting of all then-outstanding stock options, warrants, restricted stock units and convertible notes which will result in a proportional decrease in the number of shares of Common Stock reserved for issuance upon exercise or vesting of such stock options, warrants and restricted stock units, and, in the case of stock options, a proportional increase in the exercise price of all such stock options; and
	●	the number of shares of Common Stock then reserved for issuance under our equity compensation plans will be reduced proportionately.

Cash Payment In Lieu of Fractional Shares

No fractional shares of Common Stock will be issued as a result of the Reverse Stock Splits. In lieu of any fractional shares to which a stockholder of record would otherwise be entitled, the Company will pay cash (without interest and subject to withholding taxes, as applicable) equal to such fraction multiplied by the closing price of the Common Stock on Nasdaq on the first business day immediately preceding the Effective Date (as adjusted in good faith by the Company to account for the reverse stock splits ratio). After the Effective Date, a stockholder otherwise entitled to a fractional interest will not have any voting, dividend or other rights with respect to such fractional interest, except to receive such cash payment.

Additionally, under the escheat laws of the various jurisdictions where stockholders may reside, where the Company is domiciled or where the cash payment may be deposited, sums due for fractional interests that are not timely claimed after the Effective Date may be required to be paid to the designated agent for such jurisdiction, unless correspondence has been received by us or the transfer agent concerning ownership of such funds within the specified time period. Thereafter, stockholders otherwise entitled to receive such payments would need to seek them directly from the state to which they were paid.

As of June 1, 2026, there were 51 common stockholders of record, including Cede & Co. After the Effective Date, stockholders owning less than a whole share will no longer be stockholders. We do not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Procedure for Effecting a Reverse Stock Splits

Beneficial holders of Common Stock. Stockholders who hold their shares through a bank, broker or other nominee will be treated in the same manner as registered stockholders who hold their shares in their names. Banks, brokers and other nominees will be instructed to effect the Reverse Stock Splits for beneficial owners of such shares. However, banks, brokers or other nominees may implement different procedures than those to be followed by registered stockholders for processing the Reverse Stock Splits, particularly with respect to the treatment of fractional shares. Stockholders whose shares of Common Stock are held in the name of a bank, broker or other nominee are encouraged to contact their bank, broker or other nominee with any questions regarding the procedures for implementing the Reverse Stock Splits with respect to their shares.

Registered holders of Common Stock. Registered stockholders hold shares electronically in book-entry form under the direct registration system (i.e., do not have stock certificates evidencing their share ownership but instead have a statement reflecting the number of shares registered in their accounts) and, as a result, do not need to take any action to receive post-split shares. If they are entitled to receive post-split shares, they will automatically receive, at their address of record, a transaction statement indicating the number of post-split shares held following the Effective Date.

Material U.S. Federal Income Tax Consequences

The following is a summary of material U.S. federal income tax consequences of Reverse Stock Splits to stockholders. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date of this filing, and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the tax consequences described below.

We have not sought and will not seek an opinion of counsel or ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions. Each holder of Common Stock should consult with your tax advisor with respect to the particular tax consequences of the reverse split to you.

This summary is limited to stockholders that are U.S. holders, as defined below, and that hold our Common Stock as a capital asset (generally, property held for investment). This summary is for general information only and does not address all U.S. federal income tax considerations that may be applicable to a holder’s particular circumstances or to holders that may be subject to special tax rules, such as, for example, brokers and dealers in securities, currencies or commodities, banks and financial institutions, regulated investment companies, real estate investment trusts, expatriates, tax-exempt entities, governmental organizations, traders in securities that elect to use a mark-to-market method of accounting for their securities, certain former citizens or long-term residents of the U.S., insurance companies, persons holding shares of our Common Stock as part of a hedging, integrated or conversion transaction or a straddle or persons deemed to sell shares of our Common Stock under the constructive sale provisions of the Code, persons that hold more than 5% of our Common Stock, persons that hold our Common Stock in an individual retirement account, 401(k) plan or similar tax-favored account, or partnerships or other pass-through entities for U.S. federal income tax purposes and investors in such entities. This summary does not address any U.S. federal tax consequences other than U.S. federal income tax consequences (such as estate or gift tax consequences), the Medicare tax on net investment income, the alternative minimum tax or any U.S. state, local or foreign tax consequences. This summary also does not address any U.S. federal income tax considerations relating to any other transaction other than the Reverse Stock Splits.

For purposes of this summary, a “U.S. holder” means a beneficial owner of our Common Stock that is, for U.S. federal income tax purposes:

	●	an individual who is a citizen or resident of the U.S.;
	●	a corporation created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;
	●	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
	●	a trust if (1) it is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If an entity (or arrangement) classified as a partnership for U.S. federal income tax purposes holds shares of our Common Stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If a holder of our Common Stock is a partner of a partnership holding shares of our Common Stock, such holder should consult his or her own tax advisor.

This summary of certain U.S. federal income tax consequences is for general information only and is not tax advice. Stockholders are urged to consult their own tax advisor with respect to the application of U.S. federal income tax laws to their particular situation as well as any tax considerations arising under other U.S. federal tax laws (such as the estate or gift tax laws) or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

The Reverse Stock Splits are intended to be treated as a recapitalization for U.S. federal income tax purposes. Assuming the Reverse Stock Splits qualify as a recapitalization, except as described below with respect to cash received in lieu of a fractional share, a U.S. holder will not recognize any gain or loss for U.S. federal income tax purposes upon the Reverse Stock Splits. In the aggregate, a U.S. holder’s tax basis in the Common Stock received pursuant to the Reverse Stock Splits (excluding the portion of the tax basis that is allocable to any fractional share) will equal the U.S. holder’s tax basis in its Common Stock surrendered in the Reverse Stock Splits in exchange therefor, and the holding period of the U.S. holder’s Common Stock received pursuant to the Reverse Stock Splits will include the holding period of the Common Stock surrendered in the Reverse Stock Splits in exchange therefor.

In general, a U.S. holder who receives a cash payment in lieu of a fractional share will recognize capital gain or loss equal to the difference between the amount of cash received in lieu of the fractional share and the portion of the U.S. holder’s tax basis of the Common Stock surrendered in the Reverse Stock Splits that is allocable to the fractional share. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period in its Common Stock surrendered in the Reverse Stock Splits is more than one year as of the date of the Reverse Stock Splits. The deductibility of net capital losses by individuals and corporations is subject to limitations. Depending on a stockholder’s individual facts and circumstances, it is possible that cash received in lieu of a fractional share could be treated as a distribution under Section 301 of the Code, so stockholders should consult their own tax advisors as to that possibility and the resulting tax consequences to them in that event.

U.S. holders that have acquired different blocks of our Common Stock at different times or at different prices are urged to consult their own tax advisors regarding the allocation of their aggregated adjusted basis among, and the holding period of, our Common Stock.

Information returns generally will be required to be filed with the IRS with respect to the payment of cash in lieu of a fractional share made pursuant to the Reverse Stock Splits unless such U.S. holder is an exempt recipient and timely and properly establishes with the applicable withholding agent the exemption. In addition, payments of cash in lieu of a fractional share made pursuant to the Reverse Stock Splits may, under certain circumstances, be subject to backup withholding, unless a U.S. holder timely provides to the applicable withholding agent proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules are not additional tax and may be refunded or credited against the U.S. holder’s U.S. federal income tax liability, provided that the U.S. holder timely furnishes the required information to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Accounting Consequences

The par value per share of our Common Stock will remain unchanged at $0.0001 per share following a Reverse Stock Splits. As a result, as of the Effective Date, the stated capital on the Company’s balance sheets attributable to Common Stock will be reduced proportionally based on the Reverse Stock Splits ratios, and the additional paid-in capital will be credited with the amount by which the capital is reduced. The net income or loss per share of Common Stock will be increased as a result of the fewer shares of Common Stock outstanding. The Reverse Stock Splits will be reflected retroactively in our consolidated financial statements.

Vote Required

The approval of this Proposal No. 7 requires the affirmative vote of a majority of the voting power of the shares of the Company’s voting stock present in person or represented by proxy at the 2026 Annual Meeting and entitled to vote on the matter.

Abstentions will have the same effect as votes “against” this proposal, and broker non-votes will have no effect.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 7.

PROPOSAL NO. 8 - ADJOURNMENT PROPOSAL

Background of and Rationale for the Adjournment Proposal

The Board of Directors believes that if there are not sufficient votes at the time of the 2026 Annual Meeting to approve one or more of the proposals to be presented at the meeting, it is in the best interests of the stockholders to enable the Board of Directors to adjourn the meeting, from time to time, in order to permit further solicitation of proxies with respect to such proposal or proposals.

In the Adjournment Proposal, we are asking stockholders to authorize the holder of any proxy solicited by the Board of Directors to vote in favor of adjourning or postponing the 2026 Annual Meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjourn or postpone the 2026 Annual Meeting, and any adjourned session of the 2026 Annual Meeting, to use the additional time to solicit additional proxies in favor of any or all of the proposals.

Additionally, approval of the Adjournment Proposal could mean that, in the event we receive proxies indicating that holders of a majority of the number of shares present in person or represented by proxy at the 2026 Annual Meeting will vote against any or all of the proposals, we could adjourn or postpone the 2026 Annual Meeting without a vote on any or all of the proposals and use the additional time to solicit the holders of those shares to change their vote in favor of any or all of the proposals.

Vote Required

The affirmative vote of a majority of the shares of Common Stock and Preferred Voting Stock outstanding and entitled to vote is required to approve Proposal No. 8. Abstentions will have the same effect as a vote AGAINST the proposal. Broker non-votes are not expected for this proposal because we believe this matter is a routine matter. If there were to be any broker non-votes they would have no effect on this proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 8 WITH RESPECT TO THE ADJOURNMENT OF THE 2026 ANNUAL MEETING.

DESCRIPTION OF OUR SECURITIES

The following is a description of our securities of as set forth in certain provisions of our Charter and our Bylaws, and applicable forms of warrant, each previously filed with the SEC and incorporated by reference to this proxy statement. This summary does not purport to be complete and is qualified in its entirety by the full text of the Charter, Bylaws, applicable forms of warrant, and the applicable provisions of the Delaware General Corporation Law (“DGCL”). We encourage you to read our Charter, Bylaws, applicable forms of warrant, and the applicable portions of the DGCL carefully.

Authorized and Outstanding Stock

The Charter authorizes the issuance of an aggregate of 300,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock. The shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable. Our purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Unless our Board of Directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

We have 10,662,429 shares of Common Stock and 6,786,417 shares of Preferred Stock issued and outstanding.

Common Stock

Voting Rights

Each holder of our Common Stock is entitled to one vote for each share held of record by such holder on all matters on which stockholders generally are entitled to vote, as provide by the Charter. The holders of Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast present in person or represented by proxy, unless otherwise specified by law or the Charter.

Dividend Right

Subject to preferences that may be applicable to any outstanding Preferred Stock, the holders of shares of Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available.

Rights upon Liquidation, Dissolution and Winding-Up

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the stockholders are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of Preferred Stock any class or series of stock having a preference over the Common Stock, then outstanding, if any.

Preemptive or Other Rights

The stockholders have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences, and privileges of stockholders will be subject to those of the holders of any shares of the Preferred Stock that we may issue in the future.

Preferred Stock

The Charter authorizes the Board of Directors to establish one or more series of Preferred Stock. Unless required by law or by any stock exchange, and subject to the terms of the Charter, the authorized shares of Preferred Stock will be available for issuance without further action by holders of common stock. The Board of Directors is able to determine, with respect to any series of Preferred Stock, designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations, or restrictions thereof, if any.

We could issue a series of Preferred Stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which the stockholders might receive a premium over the market price of the Common Stock. Additionally, the issuance of Preferred Stock may adversely affect the rights of stockholders by restricting dividends on the common stock, diluting the voting power of the Common Stock or subordinating the rights of stockholders to distributions upon a liquidation, dissolution or winding up, or other event. As a result of these or other factors, the issuance of Preferred Stock could have an adverse impact on the market price of our Common Stock.

Voting Rights

Holders of our Series A Convertible Preferred Stock, Series C Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock have voting rights on an as-if-converted-to-Common-Stock basis. The Series B Convertible Preferred Stock, Series D Convertible Preferred Stock and Series I Convertible Preferred Stock do not have voting rights. Please see below for more information.

Series A Convertible Preferred Stock

We have authorized 110,000 shares of our Series A Convertible Preferred Stock, par value $0.0001 per share. As of the Record Date, there are 106,816 shares of Series A Convertible Preferred Stock issued and outstanding.

The material attributes of the shares of our Series A Convertible Preferred Stock are:

Voting Rights: Holders of shares of our Series A Convertible Preferred Stock shall have voting rights on an as-if-converted-to-common stock basis and as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for our Series A Convertible Preferred Stock.

Dividend Rights: Holders of shares of our Series A Convertible Preferred Stock shall be entitled to receive dividends at the rate of twelve percent (12%) per annum of the $12.12 per-share stated value of the Series A Convertible Preferred Stock. The dividends shall be paid payable quarterly in arrears in shares of Common Stock, calculated for each dividend payment on an as-if-converted-to-Common-Stock basis.

Conversion Rights: Shares of our Series A Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of Common Stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of one share of Series A Convertible Preferred Stock-for-25.6938 shares of Common Stock, subject to adjustment.

Liquidation Preference: Holders of shares of our Series A Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary, shall be entitled to receive out of the assets, whether capital or surplus, 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 our assets are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of our 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, we 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 our 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.

Series B Convertible Preferred Stock

We have authorized 3,000 shares of our Series B Convertible Preferred Stock, par value $0.0001 per share. As of the Record Date, there are 3,000 shares of Series B Convertible Preferred Stock issued and outstanding.

The material attributes of the shares of our Series B Convertible Preferred Stock are:

Voting Rights: Holders of our 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 our Series B Convertible Preferred Stock.

Dividend Rights: Holders of shares of our Series B Convertible Preferred Stock shall be entitled to receive dividends (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: Shares of our Series B Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into Common Stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of one share of Series B Convertible Preferred Stock-for-one share of Common Stock, subject to adjustment.

Liquidation Preference: Holders of shares of our Series B Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary, shall be entitled to receive out of the assets, whether capital or surplus, 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 our assets are 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, we will 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 our Series B Convertible Preferred Stock, (b) amend our 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.

Series C Convertible Preferred Stock

We have authorized 5,000 shares of our Series C Convertible Preferred Stock, par value $0.0001 per share. As of the Record Date, there are 4,851 shares of Series C Convertible Preferred Stock issued and outstanding.

Voting Rights: The holders of our Series C Convertible Preferred 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 Convertible Preferred 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 Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to our Series C Convertible Preferred 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 Convertible Preferred Stock, (c) increase the number of authorized shares of our Series C Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Dividend Rights: We shall pay dividends on our Series C Convertible Preferred Stock at the rate of 12% per annum of the per-share Stated Value ($82.46 per share). The dividends are payable quarterly in arrears not in cash, but in shares of our Common Stock, calculated for each dividend payment on an as-if-converted-to-Common-Stock basis. No other dividends are payable on shares of our Series C Convertible Preferred Stock.

Conversion Rights: The shares of our Series C Convertible Preferred Stock may be converted into shares of our Common Stock at a ratio of approximately 20 shares of Common Stock for every one share of our Series C Convertible Preferred Stock, or an aggregate of 99,077 shares of our Common Stock, assuming full conversion. In connection with conversions, each holder of our Series C Convertible Preferred Stock is subject to a “beneficial ownership limitation” of 4.99% of the number of shares of our Common Stock outstanding immediately after giving effect to that conversion, which limitation may be increased by the holder to not more than 9.99% on 61 days’ advanced notice to us.

Liquidation Preference: Our Series C Convertible Preferred Stock has a liquidation preference in an amount equal to its per-share Stated Value ($82.46 per share), plus any accrued and unpaid dividends thereon, for each share of our Series C Convertible Preferred Stock before we can make any distribution or payment to the holders of our Common Stock. If our assets are insufficient to pay in full such liquidation preference, then our entire assets are to be distributed to the holders of our Series C Convertible Preferred Stock, ratably distributed among them in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Protective Provisions: As long as any shares of Series C Convertible Preferred Stock are outstanding, we will 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 our Series C Convertible Preferred Stock, (b) amend our 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.

Series D Convertible Preferred Stock

We have authorized 6,666,700 shares of our Series D Convertible Preferred Stock, par value $0.0001 per share. As of the Record Date, there are 6,666,700 shares of Series D Convertible Preferred Stock issued and outstanding.

The material attributes of the shares of our Series D Convertible Preferred Stock are:

Voting Rights: Holders of 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 our Series D Convertible Preferred Stock.

Dividend Rights: Holders of our Series D Convertible Preferred Stock shall be entitled to receive dividends (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: Shares of our Series D Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of Common Stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of one share of Series D Convertible Preferred Stock-for-one share of Common Stock, subject to adjustment.

Liquidation Preference: Holders of our Series D Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary, shall be entitled to receive out of our assets, whether capital or surplus, 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 our assets 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, we will 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 Series D Convertible Preferred Stock, (b) amend our 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.

Series E Convertible Preferred Stock

We have authorized 100 shares of our Series E Convertible Preferred Stock, par value $0.0001 per share. As of the Record Date, there are 51 shares of Series E Convertible Preferred Stock issued and outstanding.

The material attributes of the shares of our Series E Convertible Preferred Stock are:

Voting Rights: Holders of shares of our Series E Convertible Preferred Stock shall have voting rights on an as-if-converted-to-Common-Stock basis and as required by law (including, without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for our Series E Convertible Preferred Stock.

Dividend Rights: Holders of shares of our Series E Convertible Preferred Stock shall be entitled to receive, and we 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: Shares of our Series E Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of Common Stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of one share of Series E Convertible Preferred Stock-for-one share of Common Stock, subject to adjustment.

Liquidation Preference: Holders of shares of our Series E Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary , shall be entitled to receive out of the assets, whether capital or surplus, 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 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 our 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.

Series F Convertible Preferred Stock

We have authorized 10,000 shares of our Series F Convertible Preferred Stock, par value $0.0001 per share. As of the Record Date, there are 0 shares of Series F Convertible Preferred Stock issued and outstanding.

The material attributes of the shares of our Series F Convertible Preferred Stock are:

Voting Rights: Holders of shares of our Series F Convertible Preferred Stock shall have voting rights on an as-if-converted-to-Common-Stock basis and as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for our Series F Convertible Preferred Stock.

Dividend Rights: Holders of shares of our Series F Convertible Preferred Stock shall be entitled to receive, and we shall pay, dividends on shares of our Series F Convertible Preferred Stock at the rate of twelve percent (12%) per annum of the $0.0001 per-share Stated Value of the Series F Convertible Preferred Stock. The dividends shall be paid payable quarterly in arrears in shares of Common Stock, calculated for each dividend payment on an as-if-converted-to-Common-Stock basis.

Conversion Rights: Shares of our Series F Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of Common Stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of one share of Series F Convertible Preferred Stock-for-1,000 shares of Common Stock, subject to adjustment.

Liquidation Preference: Holders of shares of our Series F Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary , shall be entitled to receive out of the assets, whether capital or surplus, an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share Series F Convertible Preferred Stock before any distribution or payment shall be made to the holders of Common Stock, and, if the assets shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of our Series F 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 F Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series F Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series F Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for our Series F 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 F Convertible Preferred Stock, (c) increase the number of authorized shares of Series F Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Series G Convertible Preferred Stock

We have authorized 10,000 shares of our Series G Convertible Preferred Stock, par value $0.0001 per share. As of the Record Date, there are 3,132 shares of Series G Convertible Preferred Stock issued and outstanding.

The material attributes of the shares of our Series G Convertible Preferred Stock are:

Voting Rights: Holders of shares of our Series G Convertible Preferred Stock shall have voting rights on an as-if-converted-to-Common-Stock basis and as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for our Series G Convertible Preferred Stock.

Dividend Rights: Holders of shares of our Series G Convertible Preferred Stock shall be entitled to receive, and we shall pay, dividends on shares of our Series G Convertible Preferred Stock at the rate of twelve percent (12%) per annum of the $0.0001 per-share Stated Value of the Series G Convertible Preferred Stock. The dividends shall be paid payable quarterly in arrears in shares of Common Stock, calculated for each dividend payment on an as-if-converted-to-Common-Stock basis.

Conversion Rights: Shares of our Series G Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of Common Stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of one share of Series G Convertible Preferred Stock-for-1,000 shares of Common Stock, subject to adjustment.

Liquidation Preference: Holders of shares of our Series G Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary , shall be entitled to receive out of the assets, whether capital or surplus, an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share Series G Convertible Preferred Stock before any distribution or payment shall be made to the holders of Common Stock, and, if the assets shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of our Series G 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 G Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series G Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series G Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for our Series G 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 G Convertible Preferred Stock, (c) increase the number of authorized shares of Series G Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Series H Convertible Preferred Stock

We have authorized 10,000 shares of our Series H Convertible Preferred Stock, par value $0.0001 per share. As of the Record Date, there are 1,900 shares of Series H Convertible Preferred Stock issued and outstanding.

The material attributes of the shares of our Series H Convertible Preferred Stock are:

Voting Rights: Holders of shares of our Series H Convertible Preferred Stock shall have voting rights on an as-if-converted-to-Common-Stock basis and as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for our Series H Convertible Preferred Stock.

Dividend Rights: Holders of shares of our Series H Convertible Preferred Stock shall be entitled to receive, and we shall pay, dividends on shares of our Series H Convertible Preferred Stock at the rate of twelve percent (12%) per annum of the $0.0001 per-share Stated Value of the Series H Convertible Preferred Stock. The dividends shall be paid payable quarterly in arrears in shares of Common Stock, calculated for each dividend payment on an as-if-converted-to-Common-Stock basis.

Conversion Rights: Shares of our Series H Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of Common Stock, subject to customary beneficial ownership limitations, by dividing the stated value of such shares by the applicable conversion price. The conversion price is based on a fixed floor price of $1.45 per share, representing the minimum price at which such shares may be converted into Common Stock, and is subject to adjustment as provided in the Certificate of Designation.

Liquidation Preference: Holders of shares of our Series H Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary, shall be entitled to receive out of the assets, whether capital or surplus, an amount equal to the stated value, plus any accrued and unpaid dividends thereon, for each share of Series H Convertible Preferred Stock before any distribution or payment shall be made to the holders of Common Stock. If the assets shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series H Convertible Preferred Stock shall be ratably distributed among them. In addition, holders shall be entitled to participate on an as-if-converted basis with holders of Common Stock, and such rights rank pari passu with other series of preferred stock having similar terms.

Protective Provisions: As long as any shares of Series H Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series H Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series H Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for our Series H 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 H Convertible Preferred Stock, (c) increase the number of authorized shares of Series H Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Series I Convertible Preferred Stock

We have authorized 888,888 shares of our Series I Convertible Preferred Stock, par value $0.0001 per share. As of the Record Date, there are 0 shares of Series H Convertible Preferred Stock issued and outstanding.

The material attributes of the shares of our Series I Convertible Preferred Stock are:

Voting Rights: Holders of shares of our Series I Convertible Preferred Stock shall not have voting rights, except as required by law (including without limitation, the Delaware General Corporation Law) and with respect to certain protective provisions contained in the Certificate of Designation of Preferences, Rights and Limitations of Series I Convertible Preferred Stock.

Dividend Rights: Holders of shares of our Series I Convertible Preferred Stock shall not be entitled to receive cash dividends. Any stock splits, stock dividends or similar distributions on the Company’s Common Stock will be reflected through proportional adjustments to the conversion terms.

Conversion Rights: Shares of our Series I Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of Common Stock, subject to a conversion price of $2.25 per share (subject to adjustment) and subject to certain beneficial ownership limitations, initially set at 4.99% (but may be increased to 9.99% upon notice).

Liquidation Preference: Holders of shares of our Series I Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary, shall be entitled to receive out of the assets of the Company, before any distribution to holders of Common Stock, an amount equal to the greater of (i) the stated value plus any accrued and unpaid amounts, or (ii) the amount such holder would receive if the Preferred Stock had been converted into Common Stock immediately prior to such event.

Protective Provisions: As long as any shares of Series I Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the outstanding shares of Series I Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights of the Series I Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in a manner that adversely affects the holders, (c) increase the number of authorized shares of Series I Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Warrants

We have warrants outstanding to purchase an aggregate of 3,976,600 shares of Common Stock.

If the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each whole warrant will be increased in proportion to such increase in the outstanding shares of Common Stock.

The warrant holders, solely by virtue of holding warrants, do not have the rights or privileges of holders of Common Stock or any voting rights until they exercise their warrants and receive shares of Common Stock.

Armistice Pre-Funded Warrant and Armistice Warrant

On December 5, 2025, Cycurion entered into the pre-funded warrant (the “Pre-Funded Warrant”) with Armistice Capital Master Fund Ltd. (“Armistice”) that is exercisable for up to 1,657,460 shares of Common Stock. Each Pre-Funded Warrant has an exercise price equal to $0.0001 per share. The Pre-Funded Warrants are exercisable at any time after their original issuance and will not expire until exercised in full.

On December 5, 2025, Cycurion entered into the warrant with Armistice (the “Warrant”) that has an exercise price equal to $3.62 per share. The Warrants will be exercisable immediately following receipt of stockholder approval (“Stockholder Approval”) for the issuance of the Warrants and the Warrant Shares (as defined in the Purchase Agreement) and have an exercise price of $3.62 per share, subject to adjustment for customary events such as stock splits and fundamental transactions. The Warrants will expire five years from their initial exercise date. At any time following the initial exercise date of the Warrants, the Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrant and Pre-Funded Warrant are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events.

The Pre-Funded Warrants and the Warrants issued in the private placement provide that a holder of Pre-Funded Warrants or Warrants, as applicable, will not have the right to exercise any portion of its Pre-Funded Warrants or Warrants if such holder, together with its affiliates, and any other party whose holdings would be aggregated with those of the holder for purposes of Section 13(d) or Section 16 of the Exchange Act would beneficially own in excess of 9.99% for the Pre-Funded Warrants and 4.99% for the Warrants of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that the holder may increase or decrease the Beneficial Ownership Limitation by giving notice to the Company, with any such increase not taking effect until the sixty-first day after such notice is delivered to the Company but not to any percentage in excess of 9.99%. The Warrants may be exercised on a cashless basis if a registration statement registering Warrant Shares is not effective. The Pre-Funded Warrants may be exercised on a cashless basis.

Subject to applicable laws, a Warrant and Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the applicable warrant to us together with the appropriate instruments of transfer.

There is no trading market available for the Warrants or the Pre-Funded Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Warrants or the Pre-Funded Warrants on any securities exchange or nationally recognized trading system.

In the event of a fundamental transaction, as described in the Warrants and Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the holders of the Warrants and Pre-Funded Warrants will be entitled to receive upon exercise of the Warrants and Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants and Pre-Funded Warrants immediately prior to such fundamental transaction. In addition, in certain circumstances, upon a fundamental transaction, the holder will have the right to require us to repurchase its Warrants at the Black Scholes Value; provided, however, that, if the fundamental transaction is not within our control, including not approved by our Board of Directors, then the holder shall only be entitled to receive the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Warrant, that is being offered and paid to the holders of Common Stock in connection with the fundamental transaction.

Pursuant to the terms of the Securities Purchase Agreement, dated December 4, 2025, between Cycurion and each purchaser identified on the signature pages thereto (the “Purchase Agreement”), the Company is prohibited from entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of Common Stock or securities convertible or exercisable into Common Stock for a period commencing on December 4, 2025 and expiring 90 days from the Effective Date (as defined in the Purchase Agreement). Furthermore, the Company is also prohibited from entering into any agreement to issue Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions, for a period commencing on December 4, 2025 and expiring 90 days from such Effective Date. The Effective Date is defined in the Purchase Agreement as the earliest of the date that (a) the initial registration statement has been declared effective by the SEC, (b) all of the Pre-Funded Warrant Shares (as defined in the Purchase Agreement) and Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the Closing provided that a holder of Pre-Funded Warrant Shares or Warrant Shares is not an affiliate of the Company, or (d) all of the Pre-Funded Warrant Shares and Warrant Shares may be sold pursuant to an exemption from registration under the Securities Act without volume or manner-of-sale restrictions and Company counsel has delivered to such holders a standing written opinion that resales may then be made by such holders of the Pre-Funded Warrant Shares and Warrant Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.

In addition, pursuant to the Purchase Agreement, the Company was required to hold a meeting of stockholders on or prior to the date that is 90 days following the date of Closing to obtain Stockholder Approval, with the recommendation of the Board of Directors of the Company that such proposals are approved. The Company held the stockholder meeting on February 26, 2026 and received Stockholder Approval.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreements and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

PIPE Warrants and Public Warrants

On January 11, 2022, concurrently with the completion of the Business Combination (as defined below), pursuant to the PIPE Subscription Agreement, dated January 11, 2022 (as the same may be amended from time to time, the “PIPE Subscription Agreement”) for an aggregate purchase price of $3,760,000, Western Acquisition Ventures Corp. (“Western”) issued an aggregate of 12,533 shares of Common Stock issued in a private placement (the “PIPE Financing”) pursuant to that certain PIPE Subscription Agreement and 12,533 shares of Common Stock issuable upon the exercise of certain warrants (the “PIPE Warrants”) issued in the PIPE Financing.

Each outstanding whole PIPE Warrant and public warrant (“Public Warrant”) issued in connection with the initial public offering of Western represents the right to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the business combination (the “Business Combination”) with Western and ending five years after the Business Combination.

The PIPE Warrants, as well as any warrants underlying additional units issued to the Sponsor or our officers, directors or their affiliates in payment of working capital loans, are identical to the Public Warrants except that the PIPE Warrants (i) will be exercisable for cash or on a cashless basis, at the holder’s option, and (ii) will not be redeemable by us, in each case so long as they are still held by the Sponsor or its permitted transferees.

We may call the Public Warrants for redemption (excluding any warrants underlying additional units issued to the Sponsor, our officers, directors or their affiliates in payment of working capital loans made to us), in whole and not in part, at a price of $0.01 per Public Warrant,

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the reported last sale price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the applicable warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders.

If and when the Public Warrants become redeemable, we may not exercise our redemption right if the issuance of shares of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of Common Stock under the blue-sky laws of in those states in which such Public Warrants were offered by us in the offering.

If we call the Public Warrants for redemption as described above, we will have the option to require any holder that wishes to exercise its Public Warrant to do so on a “cashless basis.” If we take advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose means the average reported last sale price of the Common Stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a Public Warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the Public Warrants.

In addition, if we, at any time while the Public Warrants or PIPE Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock on account of such shares of Common Stock (or other shares of our capital stock into which the Public Warrants or PIPE Warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Common Stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our Common Stock if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of the offering at the election of the Company subject to satisfaction of certain conditions or as extended by our stockholders in accordance with our amended and restated certificate of incorporation) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the Public Warrants and PIPE Warrants exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Common Stock in respect of such event.

If the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Public Warrant and PIPE Warrant will be decreased in proportion to such decrease in outstanding shares of Common Stock.

In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than those described above or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of ours as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the Public Warrants and PIPE Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Public Warrants and PIPE Warrants and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Public Warrants or PIPE Warrants (as applicable) would have received if such holder had exercised their Public Warrants or PIPE Warrant (as applicable) immediately prior to such event.

The Public Warrants and PIPE Warrants are issued in registered form under a warrant agreement between Equiniti Trust Company, LLC, as warrant agent, and us. The warrant agreement provides that the terms of the Public Warrants and PIPE Warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, or defective provision, but requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants.

Yield Point NY LLC Pre-Funded Warrant

On April 7, 2025, Cycurion entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Yield Point NY LLC (the “Investor”) relating to up to 4,500,000 shares of Common Stock issuable to the Investor upon exercise of a pre-funded warrant (“Yield Point Pre-Funded Warrant”) issued as its commitment fee (“Commitment Fee”) under the Equity Purchase Agreement.

The Yield Point Pre-Funded Warrant was offered for the Commitment Fee in connection with the Equity Purchase Agreement for shares of Common Stock, and provides that the holder may not exercise any portion of the Yield Point Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99%, which ownership cap may be increased by the holder up to 9.99% upon 61 days’ prior notice. The exercise price for each share of Common Stock underlying the Yield Point Pre-Funded Warrant is $0.0001. The Pre-Funded Warrant is immediately exercisable upon issuance and may be exercised at any time until the Yield Point Pre-Funded Warrant is exercised in full.

A holder of the Yield Point Pre-Funded Warrant may not exercise any portion of the warrants or Yield Point Pre-Funded Warrant, as applicable, to the extent that the holder would own more than 4.99% (or, at the holder’s option upon issuance, 9.99%) of our outstanding Common Stock immediately after exercise, as such percentage ownership is determined in accordance with the terms of the Yield Point Pre-Funded Warrant.

In lieu of making the cash payment otherwise contemplated to be made to us upon exercise of the Yield Point Pre-Funded Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of our Common Stock determined according to a formula set forth in the Yield Point Pre-Funded Warrant.

Seward & Kissel LLP Pre-Funded Warrant

On February 14, 2025, Cycurion entered into pre-funded warrant with Seward & Kissel LLP that is exercisable for approximately $1.3 million in shares of Common Stock, or up to 83,333 shares of Common Stock (the “Seward & Kissel Pre-Funded Warrant”); provided that once the net proceeds from the sale of the shares equals the $1.3 million in legal fees and expenses (the “Legal Fees”), the remaining shares of Common Stock, including such Common Stock exercisable under the Seward & Kissel Pre-Funded Warrant, shall be returned to Cycurion.

The Seward & Kissel Pre-Funded Warrant provides that the holder may not exercise any portion of the Seward & Kissel Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99% upon 61 days’ prior notice. The exercise price for each share of Common Stock underlying the Seward & Kissel Pre-Funded Warrant is $0.0001. The Seward & Kissel Pre-Funded Warrant is immediately exercisable upon issuance and may be exercised at any time until the Seward & Kissel Pre-Funded Warrant is exercised in full.

Seward & Kissel LLP may not exercise any portion of the warrants or Seward & Kissel Pre-Funded Warrant, as applicable, to the extent that the holder would own more than 4.99% of our outstanding Common Stock immediately after exercise, as such percentage ownership is determined in accordance with the terms of the Seward & Kissel Pre-Funded Warrant.

In lieu of making the cash payment otherwise contemplated to be made to us upon exercise of the Seward & Kissel Pre-Funded Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of our Common Stock determined according to a formula set forth in the Seward & Kissel Pre-Funded Warrant.

For additional information on our agreements with Seward & Kissel LLP, please see “Agreements with Seward & Kissel LLP” in the section “Certain Relationships and Related Party Transactions.”

Our Transfer Agent and Warrant Agent

Our transfer agent and public warrant agent is Equiniti Trust Company, LLC.

Anti-Takeover Effects of the Charter and Bylaws and Certain Provisions of Delaware Law

The Charter and the DGCL contain provisions summarized below that are intended to enhance the likelihood of continuity and stability in the composition of our Board of Directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile or abusive change of control and enhance the ability of our Board of Directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of us by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for shares of Common Stock held by stockholders.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of shares that are authorized and available for issuance. However, the listing requirements of Nasdaq, which would apply so long as the shares of our Common Stock remain listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then-outstanding voting power or the then-outstanding number of shares of Common Stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions. Additionally, the number of authorized shares of any series of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof outstanding) by the affirmative vote of the holders of a majority of shares in voting power, irrespective of the provisions of Delaware law.

Our Board of Directors may generally issue shares of one or more series of preferred stock on terms designed to discourage, delay or prevent a change of control or the removal of our management. Moreover, our authorized but unissued shares of preferred stock will be available for future issuances in one or more series without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, to facilitate acquisitions and employee benefit plans.

One of the effects of the existence of authorized and unissued and unreserved shares of Common Stock or preferred stock may be to enable our Board of Directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of Common Stock at prices higher than prevailing market prices.

Vacancies and Newly Created Directorships

The Charter provides that, subject to the rights granted to one or more series of preferred stock then outstanding, any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancies on our Board of Directors will be filled solely only by the affirmative vote of a majority of the remaining directors, even if less than a quorum, by a sole remaining director or by our stockholders.

Special Stockholder Meetings

The Charter provides that 2026 Annual Meetings of our stockholders may be called at any time only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office, subject to the rights of holders of any series of preferred stock then outstanding.

Stockholder Action by Written Consent

Pursuant to Delaware law, any action required to be taken at any annual or 2026 Annual Meeting of stockholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise. Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock or any other outstanding class or series of stock of Cycurion, the Charter permits any action required or permitted to be taken by the stockholders of the Company to be effected by a duly called annual or 2026 Annual Meeting of such stockholders or by written consent.

Section 203 of the DGCL

Cycurion will be subject to the provisions of Section 203 of the DGCL (“Section 203”) regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

●	prior to the date of the transaction, our Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
●	upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
●	at or subsequent to the date of the transaction, the business combination is approved by the Board of Directors and authorized at an annual or 2026 Annual Meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock.

The provisions of Delaware law and the provisions of our Charter and Bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Dissenters’ Rights of Appraisal and Payment

Under Delaware law, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation in which we are a constituent entity. Pursuant to Delaware law, stockholders who properly demand and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Court of Chancery of the State of Delaware, plus interest, if any, on the amount determined to be the fair value, from the effective time of the merger or consolidation through the date of payment of the judgment.

Stockholders’ Derivative Actions

Under Delaware law, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law. To bring such an action, the stockholder must otherwise comply with Delaware law regarding derivative actions.

Exclusive forum for certain lawsuits

Our Charter requires, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim for breach of a fiduciary duty owed by any of our current or former director, officer, employee, agent, or stockholder to the Company or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, our Charter (as it may have been subsequently amended or amended and restated), or the Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of Delaware).

Notwithstanding the foregoing, our Charter provides that the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. In addition, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act, the Securities Act, or any other claim for which the federal courts have exclusive jurisdiction.

Limitations on Liability and Indemnification of Officers and Directors

Delaware law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. The Charter includes a provision that eliminates the personal liability of directors for monetary damages to the corporation or its stockholders for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under Delaware law. The effect of these provisions is to eliminate the rights of us and our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director if the director has breached such director’s duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends, redemptions or repurchases or derived an improper benefit from his or her actions as a director.

The limitation of liability provision in the Charter may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Listing

Our shares of Common Stock are listed on The Nasdaq Global Market, and our public warrants are listed on The Nasdaq Capital Market under the symbols “CYCU” and “CYCUW”, respectively.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth beneficial ownership of our shares of Common Stock by:

●	each person known to be the beneficial owner of more than 5% of our outstanding Common Stock;

●	each of our executive officers and directors; and

●	all of our current executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units, within 60 days. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days or subject to restricted stock units that vest within 60 days are considered outstanding and beneficially owned by the person holding such warrants, options, or restricted stock units for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to us, the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise indicated, the business address of each beneficial owner listed in the table below is c/o Cycurion, Inc., 1640 Boro Place, Suite 420C, McLean, Virginia 22102.

The beneficial ownership of our Common Stock is based on 11,271,036 shares of Common Stock issued and outstanding as of June 17, 2026.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of the shares shown to be beneficially owned by them.

Name and Address of Beneficial Owner	Number of Shares of Common Stock⁽¹⁾		Percentage of Common Stock⁽²⁾
Directors and Executive Officers
L. Kevin Kelly		477,482		4.2	%
Ana L. Garcia		0		0	%
Emmit McHenry		54,904		0.5	%
Peter R. Ginsberg		99		0.0	%
Kevin E. O’Brien		0		0.0	%
Reginald S. Bailey, Sr.		0		0.0	%
All directors and executive officers as a group (6 individuals)		532,485		4.7	%
Other 5% beneficial owners
N/A		-		-

(1)	Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.

(2)	Applicable percentage of ownership is based upon 11,271,036 shares of Common Stock issued and outstanding as of June 17, 2026.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements with directors and executive officers described under the sections titled “Executive Compensation” and “Management,” the following is a description of each transaction as of January 1, 2025, and each currently proposed transaction, in which:

●	we have been or are to be a participant;
●	the amount involved exceeds or will exceed $120,000; and
●	any of our directors, executive officers, or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

Code of Ethics

Related Party Transactions

On September 20, 2024, the Company entered into a promissory note with Western Acquisition Ventures Sponsor, LLC (the “Sponsor”) for $230,000, pursuant to which the Company can borrow up to an aggregate cash amount of $230,000. The Promissory Note, with an interest rate of 10% per annum is payable upon the sooner of the consummation of the Business Combination with Cycurion. During the year ended December 31, 2024, the Company borrowed the full $255,556, with a discount of $25,556, resulting in net proceeds of $230,000. The Company amortized the discount of 25,556 fully in 2025. Additionally, the company has an accrued interest balance of $32,867 related to these notes as of December 31, 2025. These notes are presented with other promissory notes on the balance sheet.

Personal guarantees were entered by Emmit McHenry, Kurt McHenry, and Alvin McCoy, III, as officers and stockholders of Cycurion in support of a loan from Main Street Bank, of which approximately $3 million is owed as of January 2, 2026.

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 $99,653 and $119,279 for the years ended December 31, 2025 and 2024, respectively.

Promissory Notes with Western

On July 27, 2023, Western entered into a promissory note with Cycurion Sub, Inc., a Delaware corporation formerly known as Cycurion, Inc. (“Cycurion Sub”) for $200,000, pursuant to which Western can borrow up to an aggregate principal amount of $200,000. The Promissory Note, with an interest rate of 5% per annum is payable upon the sooner of the consummation of the Business Combination with Cycurion Sub, or January 11, 2024. If Western defaulted on the loan, or the business combination did not occur, Western will owe all principal and accrued interest thereto to Cycurion Sub. Cycurion Sub may not seek recourse against any money held in the trust account established pursuant to the investment management trust agreement, dated as of January 11, 2022, as amended, by and between Western and Equiniti Trust Company, nor any of Western’s directors, officers, and any affiliate. As of September 30, 2024, Western has borrowed $554,269 and accrued approximately $21,906 in interest. As of December 31, 2023, Western has borrowed $200,000 and accrued approximately $4,222 in interest. On January 26, 2024, Western and Cycurion Sub amended the Promissory Note to increase its amount to $300,000 and extend the maturity date to the earlier of the consummation of the Business Combination or April 11, 2024. On April 4, 2024, Western and Cycurion Sub amended the Promissory Note to extend the maturity date to the earlier of the consummation of the Business Combination or July 11, 2024. On May 3, 2024, Western and Cycurion Sub amended the Promissory Note to increase its principal amount to $554,269. On July 2, 2024, Western and Cycurion Sub amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or January 11, 2025. On October 9, 2024, Western and Cycurion Sub amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or January 11, 2025. On January 8, 2025, Western and Cycurion Sub amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or April 11, 2025. On October 9, 2024, Western and Cycurion Sub amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or January 11, 2025. On January 8, 2025, Western and Cycurion Sub amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or April 11, 2025.

On January 6, 2025, Cycurion Sub entered into a promissory note with Western for a principal amount of $55,555.56, pursuant to which Cycurion Sub can borrow up to an aggregate principal amount of $50,000.00. The promissory note, with an interest rate of 10% per annum is paya

SEC Form PRE 14A filed by Cycurion Inc.