false 0001868419 0001868419 2025-09-02 2025-09-02 0001868419 CYCU:CommonStockParValue0.0001PerShareMember 2025-09-02 2025-09-02 0001868419 CYCU:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2025-09-02 2025-09-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2025 CYCURION, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41214 86-3720717 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1640 Boro Place , Fourth Floor McLean , Virginia 22102 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (310) 740-0710 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common stock, par value $0.0001 per share CYCU The NASDAQ Stock Market LLC Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share CYCUW The NASDAQ Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. On September 2, 2025, Cycurion, Inc. (the “Company” or “Cycurion”) entered into a stock-for-stock exchange agreement (the “Stock-for-Stock Exchange Agreement”) with iQSTEL Inc. (“IQSTEL”). Under the terms of the agreement, Cycurion and IQSTEL will issue $1,000,000 worth of its common stock to the other company, with the number of shares being calculated by dividing $1,000,000 by the applicable per-share price of the issuing company’s common stock. Each company plans to distribute up to 50% of the shares received as stock dividends to its shareholders whereby IQSTEL shareholders will receive Cycurion shares and Cycurion shareholders will receive IQSTEL shares. The Stock-for-Stock Exchange Agreement filed as Exhibit 10.1 is incorporated by reference herein. The description of the terms of the Stock-for-Stock Exchange Agreement is not complete and is qualified in its entirety by reference to Exhibit 10.1. Item 8.01 Other Events. On September 2, 2025, the Company issued a press release announcing that it will present a corporate overview at the H.C. Wainwright 27 th Annual Global Investment Conference. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. On September 3, 2025, the Company announced the execution of the Stock-for-Stock Exchange Agreement with IQSTEL. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits (d) Exhibits: Exhibit No. Description 10.1 Stock-for-Stock Exchange Agreement with IQSTEL, dated September 2, 2025 99.1 Press Release dated September 2, 2025 99.2 Press Release dated September 3, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CYCURION, INC. Date: September 3, 2025 By: /s/ L. Kevin Kelly Name: Title: L. Kevin Kelly Chief Executive Officer