Cycurion, Inc. 8-K

What Happened

• Cycurion, Inc. (the “Company”) announced it entered into an Asset Purchase Agreement with Kustom Entertainment, Inc. on June 24, 2026 to acquire substantially all assets of Kustom’s video-solutions business (video surveillance, body‑worn cameras, in‑car video systems, digital evidence management, related contracts, IP, inventory, AR and other operating assets). The Company disclosed the deal in a press release dated June 29, 2026 under Regulation FD.
• Consideration includes a $1,250,000 cash payment at closing, a secured promissory note for $4,250,000 bearing 7.0% interest maturing in three years, contingent earnout cash up to $1,000,000 (subject to performance), and warrants to purchase up to 2,000,000 shares at $2.80 per share. The promissory note will be secured by certain acquired assets.

Key Details

• Agreement date: June 24, 2026; press release: June 29, 2026.
• Upfront cash: $1,250,000; secured promissory note: $4,250,000 at 7.0% interest, 3‑year term.
• Contingent earnout: up to $1,000,000 tied to performance; Equity instruments: warrants for up to 2,000,000 common shares at $2.80 exercise.
• Ancillary agreements (security agreement, earnout agreement, warrant and registration/leak‑out agreements) will be filed; representations, warranties and indemnities in the APA are customary and subject to agreed limitations.

Why It Matters

• The transaction expands Cycurion’s product and services footprint into video surveillance and digital evidence solutions, potentially broadening revenue streams and customer relationships.
• It creates new obligations and potential dilution: a secured $4.25M promissory note and up to 2,000,000 warrant shares (if exercised) plus up to $1.0M in contingent payments. Investors should note the added secured liability and the potential increase in share count if warrants are exercised.
• The Company has filed the Asset Purchase Agreement as an exhibit and says it will file ancillary agreements; investors should watch for those filings and any disclosures about integration, timing, and the earnout performance metrics.