Cycurion, Inc. 8-K

What Happened

• Cycurion announced that it entered into a merger agreement (May 21, 2026) and closed the transaction on June 3, 2026, in which Merger Sub merged into Secuvant. Secuvant is now a wholly owned subsidiary of Cycurion and all Secuvant equity converted into the right to receive the agreed Merger Consideration. The company filed related agreements covering registration rights, transfer restrictions, an escrow for indemnity, and arrangements for key personnel.
• The 8‑K also discloses a new series of convertible preferred stock (Series I), an employment offer letter for Danny White as Chief Product Officer, and a six‑month advisory agreement with Secuvant’s former CEO, Ryan Layton. A press release announcing the closing was issued June 9, 2026.

Key Details

• Merger closed: June 3, 2026; Secuvant became a wholly owned Cycurion subsidiary and prior equityholders received the Merger Consideration.
• Series I Convertible Preferred: 888,888 authorized shares; stated value $2.25/share; conversion price $2.25 (subject to adjustment); initial beneficial‑ownership conversion cap 4.99% (can be increased to 9.99%); non‑voting except as required by law and certain protective provisions.
• Transfer and resale mechanics: Holders signed Registration Rights (company to file resale registration and use commercially reasonable efforts to get it effective), six‑month Lock‑Up, then a five‑fiscal‑quarter Leak‑Out limiting sales to 20% of original securities per quarter (unused capacity carries forward); both agreements include price‑based acceleration triggers.
• Escrow and personnel: Company deposited an escrow equal to 10% of the Base Merger Consideration (cash + equity) to secure indemnity claims. Danny White hired as CPO: $185,000 base salary, $30,000 sign‑on (repayable if departure within 12 months), and target RSU package valued at $250,000. Advisor Ryan Layton to provide part‑time services for $3,000/month.

Why It Matters

• The filing confirms the acquisition is complete and secures Secuvant’s assets and operations under Cycurion, which could affect Cycurion’s business profile and revenue sources going forward.
• Investors should note potential dilution from the newly authorized Series I preferred given its conversion features and the conversion price of $2.25 per share. The registration rights, lock‑up and leak‑out schedules define when and how former Secuvant holders can sell converted shares, which may affect future share supply and market liquidity.
• The escrow reduces immediate counterparty risk from indemnity claims, and the new CPO and advisor are intended to support integration and continuity. Watch future SEC filings (S‑1/registration effectiveness, Form 4s, and subsequent 8‑Ks) for details on actual conversion amounts, issuance, and timing of resale or dilution.