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As filed with the U.S. Securities and Exchange Commission on ~~December~~July 222, ~~2025~~2026

File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CYCURION, INC.

Delaware

7371

86-3720717

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1640 Boro Place, Suite 420C

McLean, VA 22102

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

L. Kevin Kelly

Chief Executive Officer

Cycurion, Inc.

1640 Boro Place, Suite 420C

McLean, VA 22102

(703) 854-1652

(Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

Keith Billotti

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

(212) 574-1200

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this ~~Registration~~registration ~~Statement~~statement, as as determined by market conditions.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this ~~Registration~~registration ~~Statement~~statement on such date or dates as may be necessary to delay its effective date until ~~the~~ the registrant shall file a further amendment which specifically states that this ~~Registration~~registration ~~Statement~~statement shall thereafter become ~~effective~~ effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the ~~U.S.~~ Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

The information in this prospectus is not complete and may be changed. The selling ~~stockholder~~stockholders may not sell these securities until the registration statement filed with the ~~U.S.~~ Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED ~~DECEMBER~~JULY 222, ~~2025~~2026

CYCURION, INC.

~~1,657,460~~Resale ~~Shares~~Offering of ~~Common Stock Underlying a Pre-Funded Warrant~~

3Up to 25,~~314~~000,~~920~~ 000 Shares of Common Stock ~~Underlying~~Issued aor ~~Warrant~~Issuable under the Equity Purchase Agreement

~~This prospectus relates to the offer~~ and sale from time to time of up to of 4,972,380 shares of common stock, par value $0.0001 per share (“Common Stock”) of Cycurion, Inc., a Delaware corporation (the “Company” or “Cycurion”) by the selling securityholder named in this prospectus (the “Selling Stockholder”), consisting of: (i) 1,657,460 shares of Common Stock issuable upon exercise of pre-funded warrants with the Selling Stockholder (the “Pre-Funded Warrants”); and (ii) 3,314,920 shares of Common Stock issuable upon exercise of warrants with the Selling Stockholder (the “Warrants”), which Pre-Funded Warrants and Warrants were issued in a private placement transaction that closed on December 5, 2025 (the “Private Placement”). The Warrants will be exercisable immediately following receipt of stockholder approval (“Stockholder Approval”). The shares of Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares” and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are referred to as the “Pre-Funded Warrant Shares.”

~~We are filing the registration statement on Form S-1~~888, ~~of which this prospectus forms a part, with the U.S. Securities and Exchange Commission~~888 ~~(the~~Shares ~~“SEC”) to fulfill our contractual obligations with the Selling Stockholder to provide for the resale by the Selling Stockholder~~ of ~~the shares of~~ Common Stock ~~offered~~Issuable ~~hereby.~~Upon ~~See~~Conversion ~~the section entitled “Selling Stockholder” beginning on page 53~~ of ~~this~~Series ~~prospectus~~I ~~for~~Convertible ~~more~~Preferred ~~information about the Selling Stockholder. The registration of the shares of Common~~ Stock ~~to which this prospectus relates does not require the Selling Stockholder to sell any of their shares of our Common Stock.~~

WeThis ~~are~~prospectus ~~registering~~relates to the offer and ~~sale~~resale offrom ~~these~~time ~~securities~~ to ~~satisfy~~time ~~certain~~by ~~registration~~the ~~rights~~selling westockholders ~~have~~identified ~~granted.~~in ~~The~~this ~~Selling~~prospectus ~~Stockholder~~(collectively, ~~may~~the ~~offer,~~“Selling ~~sell,~~Stockholders”) orof ~~distribute~~up ~~all~~to or25,888,888 ashares ~~portion~~ of ~~the~~our ~~securities~~common ~~hereby~~stock, ~~registered~~par ~~publicly~~value or$0.0001 ~~through~~per ~~private~~share ~~transactions~~(“Common ~~at prevailing~~Stock”), ~~market~~consisting ~~prices or at negotiated prices. We will not receive any~~ of ~~the~~(i) ~~proceeds~~up ~~from~~to ~~such~~25,000,000 ~~sales of the~~ shares of ~~our~~ Common Stock, ~~except with~~that ~~respect~~have tobeen ~~amounts~~or ~~received~~may bybe usissued ~~upon~~to ~~the~~Yield ~~exercise~~Point ofNY ~~the~~LLC ~~Pre-Funded~~(“Yield ~~Warrants~~Point”) pursuant ~~and~~to ~~Warrants.~~that Wecertain ~~will~~Equity ~~bear~~Purchase ~~all costs~~Agreement, ~~expenses,~~dated ~~and fees~~April in7, ~~connection~~2025 ~~with~~ (the ~~registration~~“Equity ofPurchase ~~these securities~~Agreement”), ~~including~~and ~~with~~(ii) ~~regard~~up to ~~compliance with state securities or “blue~~ ~~sky” laws. The Selling Stockholder will bear all commissions and discounts~~888,888 ~~if any, attributable to their sale of~~ shares of ~~our~~ Common Stock orissuable ~~the~~upon ~~shares~~conversion of ~~our~~888,888 ~~Common~~shares ~~Stock~~of ~~underlying~~Series ~~the~~I ~~Pre-Funded~~Convertible ~~Warrants~~Preferred ~~and~~Stock, ~~Warrants~~par value $0.0001 per ~~See~~share (the ~~section entitled~~ “~~Plan of~~Series ~~Distribution”~~I ~~beginning~~Convertible onPreferred ~~page 71 of this prospectus for additional information~~Stock”).

InThe ~~connection~~shares ~~with~~of ~~the~~Common ~~Private~~Stock ~~Placement,~~issued weor ~~have~~issuable ~~agreed~~ to ~~bear~~Yield ~~all~~Point ofpursuant ~~the~~to ~~expenses in connection with~~ the ~~registration~~Equity ofPurchase ~~the~~Agreement ~~Warrant Shares~~have ~~and~~been ~~the~~or ~~Pre-Funded~~may ~~Warrant~~be ~~Shares~~issued ~~pursuant~~in toprivate placements ~~this~~exempt ~~prospectus.~~from ~~The~~the ~~Selling~~registration ~~Stockholder~~requirements ~~will~~of ~~pay~~the orSecurities ~~assume~~Act ~~all commissions, discounts, fees~~ of ~~underwriters~~1933, ~~agents,~~as ~~selling~~amended ~~brokers~~(the or“Securities ~~dealer~~Act”). ~~managers~~We are ~~and~~registering ~~similar~~the ~~expenses,~~resale ifof ~~any,~~such ~~attributable~~shares pursuant to ~~their~~the ~~respective~~provisions ~~sales~~ of the ~~shares~~Equity ofPurchase ~~Common Stock~~Agreement.

WeOn ~~effected~~May a21, ~~1-for-30~~2026, ~~reverse~~the ~~stock~~Company ~~split~~entered oninto ~~October~~a ~~27,~~merger ~~2025~~agreement (the “~~Reverse~~Secuvant ~~Stock~~Merger ~~Split~~Agreement”), ~~which~~with ~~shares~~Cycurion ofMerger ~~Common~~Sub, ~~Stock began~~LLC, ~~trading~~a onwholly aowned ~~split-adjusted~~subsidiary ~~basis~~of onthe ~~October~~Company ~~27,~~(“Merger ~~2025~~Sub”), ~~pursuant~~and toSecuvant, ~~which~~LLC ~~every~~(“Secuvant”). 30Pursuant ~~shares~~to ofthe ~~our issued and outstanding Common Stock were~~Secuvant ~~reclassified~~Merger asAgreement, ~~one~~Merger ~~share~~Sub ofmerged ~~Common~~with ~~Stock.~~and Nointo ~~fractional~~Secuvant ~~shares~~in ~~will~~a bereverse ~~issued~~merger intransaction, ~~connection~~ with ~~the~~Secuvant ~~Reverse~~surviving ~~Stock~~as ~~Split. Stockholders who would otherwise hold~~ a ~~fraction~~wholly ofowned subsidiary ~~a share~~ of ~~common stock of~~ the Company ~~will receive a cash payment~~ (~~without~~the ~~interest~~“Secuvant ~~and~~Merger”). ~~subject to~~On ~~withholding~~June ~~taxes~~3, as2026, ~~applicable) in lieu thereof at a price equal to that fraction of a share to which~~ the ~~stockholder~~Secuvant ~~would~~Merger ~~otherwise be~~was ~~entitled,~~consummated ~~multiplied~~and byall ~~the closing price~~ of ~~the Company~~Secuvant’s equity ~~shares~~interests onwere ~~The~~cancelled ~~Nasdaq~~and ~~Global~~converted ~~Market~~into on the ~~trading~~right ~~day~~to ~~immediately preceding~~receive the ~~effective~~merger ~~date~~consideration ofspecified ~~the~~in ~~Reverse Stock Split. The Reverse Stock Split had no impact on~~ the ~~par~~Secuvant ~~value~~Merger ~~of our shares of Common~~Agreement, ~~Stock~~including orup ~~the~~to ~~authorized~~888,888 ~~number of~~ shares of ~~our~~Series ~~Common~~I ~~Stock.~~Convertible ~~Unless~~Preferred ~~otherwise indicated~~Stock, ~~all~~which ~~share~~are ~~and~~convertible ~~per~~into ~~share~~an ~~information~~aggregate inof ~~this prospectus~~up ~~is adjusted~~ to ~~reflect~~888,888 ~~the~~shares of ~~Reverse~~Common Stock ~~Split~~.

~~Our~~We may receive proceeds from the sale of shares of Common Stock ~~are~~to ~~listed~~Yield onPoint ~~The~~pursuant ~~Nasdaq~~to ~~Capital~~the ~~Market~~Equity ~~and~~Purchase ~~warrants~~Agreement. ~~are~~However, ~~listed~~we onwill not ~~The~~receive ~~Nasdaq~~any ~~Capital~~proceeds ~~Market~~from ~~under~~ the ~~symbols “CYCU”~~resale ~~and~~of ~~“CYCUW”,~~shares ~~respectively.~~of OnCommon ~~December~~Stock ~~19,~~by ~~2025,~~ the ~~closing~~Selling ~~sale~~Stockholders ~~price~~pursuant ofto ~~our~~this ~~Common Stock was $3~~prospectus.~~00.~~

Under the Equity Purchase Agreement, we have the right to present Yield Point with a put notice (each, a “Put Notice”) directing Yield Point to purchase shares of our Common Stock in an amount per Put Notice (“Put Stock”) determined pursuant to the limitations in the Equity Purchase Agreement, at a per-share price equal to 90% of the lowest daily volume-weighted average price (“VWAP”) during the three consecutive trading days following the Put Notice date. We currently have reserved 50,000,000 shares of our authorized and unissued shares of Common Stock solely for the purpose of effecting purchases of the shares under the Equity Purchase Agreement (“Reserve Shares”). In connection with the Equity Purchase Agreement, we have the right, but not the obligation, to direct Yield Point to purchase up to $60 million in shares of our Common Stock upon satisfaction of certain terms and conditions contained in the Equity Purchase Agreement, including, without limitation, an effective registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of Put Stock. This prospectus registers for resale up to 25,000,000 shares of Common Stock issued or issuable to Yield Point pursuant to the Equity Purchase Agreement. We may receive proceeds from sales of Common Stock to Yield Point pursuant to the Equity Purchase Agreement. We will not receive proceeds from resales of shares by the Selling Stockholders pursuant to this prospectus. Since the inception of the Equity Purchase Agreement, we have sold an aggregate of 5,741,111 shares of Common Stock for aggregate gross proceeds of approximately $10.3 million. After giving effect to such sales, approximately $49.7 million of the $60 million Maximum Commitment Amount (as defined below) remains available under the Equity Purchase Agreement, subject to the terms and conditions thereof.

We are registering the resale of these securities to satisfy certain registration rights and registration obligations we have granted to Yield Point and the other Selling Stockholders. The Selling Stockholders may offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We may receive proceeds from sales of Common Stock to Yield Point pursuant to the Equity Purchase Agreement. We will not receive proceeds from resales of shares by the Selling Stockholders pursuant to this prospectus. We will bear all costs, expenses, and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock offered pursuant to this prospectus. See the section entitled “Plan of Distribution” of this prospectus for additional information.

Yield Point is a Selling Stockholder under this prospectus and is identified in the section entitled “Selling Stockholders.”

Our shares of Common Stock are listed on The Nasdaq Global Market and warrants are listed on The Nasdaq Capital Market under the symbols “CYCU” and “CYCUW”, respectively. On July 1, 2026, the closing sale price of our Common Stock was $0.55.

Yield Point is being identified in this prospectus as a Selling Stockholder and may be deemed to be an underwriter, or, if required by applicable SEC guidance, is an underwriter, with respect to the shares offered pursuant to the Equity Purchase Agreement.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future SEC filings.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 910 of this prospectus before investing in our securities.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ~~December~~July 222, ~~2025~~2026

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
OFFERING SUMMARY	7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	8
RISK FACTORS	910
USE OF PROCEEDS	2420
THE PRIVATE PLACEMENT	25
MERGER WITH SECUVANT	21
MARKET PRICE OF OUR COMMON STOCK AND DIVIDEND INFORMATION	27
THE ELOC TRANSACTION	25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CYCURION	28
MARKET PRICE OF OUR COMMON STOCK AND DIVIDEND INFORMATION	26
BUSINESS	3627
MANAGEMENT	4536
EXECUTIVE AND DIRECTOR COMPENSATION	5043
BENEFICIAL OWNERSHIP OF SECURITIES	5246
SELLING STOCKHOLDER	53
SELLING STOCKHOLDERS	47
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	5549
DESCRIPTION OF OUR SECURITIES	6054
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK	7065
PLAN OF DISTRIBUTION	71
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CYCURION	66
TAXATION	74
PLAN OF DISTRIBUTION	75
LEGAL MATTERS	77
TAXATION	78
EXPERTS	77
LEGAL MATTERS	82
WHERE YOU CAN FIND MORE INFORMATION	77
EXPERTS	82
WHERE YOU CAN FIND MORE INFORMATION	82
INDEX TO FINANCIAL STATEMENTS	F-1

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the U.S. Securities and Exchange Commission. See “Where You Can Find More Information.”

Information contained in, and that can be accessed through our web site, www.cycurion.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered hereunder.

Unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company,” “Cycurion” and “our business” refer to Cycurion, Inc. and “this offering” refers to the offering contemplated in this prospectus.

Neither we nor the Selling ~~Stockholder~~Stockholders authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the Selling ~~Stockholder~~Stockholders isare not, making an offer of these securities in any jurisdiction where such offer is is not permitted.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC, ~~under~~relating ~~which~~to the ~~Selling~~resale ~~Stockholder may,~~ from time to time, ~~sell~~by the Selling ~~securities~~Stockholders, ~~offered~~including byYield ~~them~~Point, of securities described in this prospectus. We ~~will~~may ~~not~~ receive ~~any~~ proceeds from ~~the~~sales ~~sale~~of byour ~~such~~Common ~~Selling~~Stock ~~Stockholder~~to ofYield ~~the~~Point ~~securities~~pursuant ~~offered by them described in this prospectus. This prospectus also relates~~ to the ~~issuance~~Equity byPurchase ~~us of~~Agreement, ~~shares~~but ofwe ~~Common Stock issuable upon the exercise of the Warrants. We~~ will not receive proceeds tofrom the ~~extent~~resale ~~there~~of ~~are~~such ~~any~~shares ~~cash~~by ~~exercises~~Yield ~~of the Warrants~~Point.

Neither we nor the Selling ~~Stockholder~~Stockholders have authorized anyone to provide you with any information or to make any representations other than ~~those~~ those contained in this prospectus, any applicable prospectus supplement, or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling ~~Stockholder~~Stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling ~~Stockholder~~Stockholders will make an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. No dealer, salesperson, or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations, and prospects may have changed since those dates.

The Selling ~~Stockholder~~Stockholders and its permitted transferees may use this registration statement to sell securities from time to time through any means described in the section entitled “Plan of Distribution.” More specific terms of any securities that the Selling ~~Stockholder~~Stockholders and its permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find More Information.”

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

References to “Selling ~~Stockholder~~Stockholders” refers to the selling ~~stockholder~~stockholders identified herein in the section titled “Selling ~~Stockholder”~~ Stockholders” beginning on page 5347 of this prospectus, who may sell securities from time to time as described in this prospectus.

Unless expressly indicated or the context otherwise requires, references in this prospectus to the “Company,” the “Registrant,” “we,” “us,” and “our” refer to the Company (and the business of Cycurion which became the business of the Company after giving effect to the Business Combination (defined below)).

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. This summary may not contain all the information that you should consider before determining whether to invest in our securities. You should read the entire prospectus carefully, including the information included in the “Risk Factors” section, as well as our consolidated financial statements, notes to the consolidated financial statements and the other information included in this prospectus, before making an investment decision.

The 1-for-30 Reverse Stock Split of our shares of Common Stock was effected on October 27, 2025. All share amounts in this prospectus have been retroactively adjusted to give effect to the Reverse Stock Split (subject to rounding for fractional shares).The financial statements and other financial information incorporated by reference into this prospectus as of the date of this prospectus do not reflect the Reverse Stock Split and continue to present historical share and per share amounts on a pre-reverse split basis. Any subsequent filings incorporated by reference, including future reports, will reflect the Reverse Stock Split on a retrospective basis, as applicable.

Company Overview

We were originally incorporated as KAE Holdings, Inc., under the laws of the State of Delaware in 2017, with the purpose of acquiring and holding operating entities in the cybersecurity industry. On July 14, 2020, we changed our corporate name from KAE Holdings, Inc. to Cyber Secure Solutions, Inc., and, on February 24, 2021, to Cycurion, Inc.

We have ~~two~~five first-tier wholly-owned subsidiaries, Cycurion Sub, Inc. (formerly Cycurion, Inc., until February 14, 2025), ~~and~~ Cycurion Crypto Inc., a Delaware corporation formed in July 2025 (“Cycurion Crypto”), Secuvant, LLC, a Utah limited liability company formed in November 2014, Cycurion Merger Sub-Halo, Inc., a Delaware corporation formed in April 2026 and Cycurion Merger Sub-havenX, Inc., a Delaware corporation formed in April 2026, and three indirectly wholly-owned second-tier subsidiaries: (i) Axxum Technologies LLC (“Axxum”), a Virginia limited liability company formed in December 2006, (ii) Cloudburst Security LLC (“Cloudburst”), a Virginia limited liability company formed in January 2007, and (iii) Cycurion Innovation, Inc., a Delaware corporation formed in September 2021, in connection with our acquisition of assets from Sabres Security Ltd. (“Sabres”), a leading Israeli-based cyber security provider. ~~In addition, we have 51% ownership of SLG Innovation, Inc. (“SLG”), an Illinois corporation.~~

Business

We provide innovative custom solutions for our clients by adapting our knowledge base and government-level experience to create dynamic solutions to best serve our client’s ~~information technology (“~~IT”) and cybersecurity needs. We assess, secure and advise your organization by leveraging our government proven, cutting edge techniques, custom tools and extensively knowledgeable personnel to revolutionize the client’s cybersecurity posture.

We are committed to surpassing expectations and delivering incomparable value to our clients and partners. We achieve this goal by providing network communications and ITinformation technology security services and solutions that are custom-tailored to your environment, as well as as your level of need. We are built on a foundation of experts in network communications and ITinformation technology who possess unrivaled ~~security~~ security expertise and experience. We are committed to hiring the most knowledgeable professionals in order to expand and reinforce our team of experts, leveraging world-class talent to improve and expand upon our already vast understanding of this environment. We pride ~~ourselves~~ ourselves on having the capability and resources to successfully implement a management strategy that delivers the solutions you need to stay within budget and on schedule.

We deliver high-quality, cybersecurity solutions to federal government civilian, defense and judicial agencies in addition to commercial clients across a variety of industries. ~~Through~~We, through our operating subsidiaries and strategic partnerships, we have numerous prime and subcontracts with key government agencies. Our growth engine is driven by organic business solutions and strategic acquisitions of cybersecurity services and technology providers. We leverage our highly skilled workforce to access, secure and advise our clients to improve their ~~cyber security~~cybersecurity posture. Our ability to identify and implement customized solutions is core to driving continued growth.

~~Our Subcontractor Relationship~~1

Our Subcontractor Relationships

SLG Innovation, Inc.

WeThe ~~are~~SLG ~~currently~~Innovation, ~~a subcontractor for several keystone contracts held by SLG~~Inc. ~~The~~ (“SLG”) team has an average of over 25 years of experience in the development, planning, implementation, and management of information systems. SLG’s leadership team offers years of combined success in answering the needs of government agencies and healthcare organizations across the country.

The SLG team has worked nationally, as it has served over 25 Department of Health and Human Services agencies, all 50 state governments ~~and~~, and over 250 local governments. Since SLG’s inception, it has primarily focused on customers in the middle of the country. The ~~team~~ team of professionals has successfully delivered ITinformation technology, project management, and subject matter services to key health and human service projects, including, but not limited to, state Medicaid programs in Illinois, Indiana, Nebraska, and Tennessee, the Indiana Division of Aging, Illinois Early Intervention, the University of Illinois Division of Specialized Care for Children, the Multiple Myeloma Research Foundation, and many more.

We established a subcontractor - prime contractor relationship with SLG in fall 2019, where we serviced several government agencies and commercial customers, State of New Mexico, Cognizant, KPMG, and University of Illinois in support of SLG.

Services

Consulting and Advisory Services

Our consulting services perform a detailed review of our customers’ IT security to identify and address vulnerabilities. Using advanced tools and research techniques, we enhance our customers’ cybersecurity program to meet regulatory compliance, data confidentiality and privacy standards, and train our customers’ personnel accordingly.

Our advisory services supplement our consulting services with a cost-effective alternative to a full-time chief information officer. Our customers gain access to our pool of experienced chief information officers, who are backed by our resources. They deliver tailored advice and training to keep our customers’ organization ahead in the ever-changing cybersecurity landscape.

Our consulting and advisory services include: (i) security control assessments; (ii) security architecture and engineering; (iii) risk management and compliance audits; (iv) staff augmentation; (v) cybersecurity awareness and training; (vi) cloud security; (vii) virtual CISO support; and (viii) digital modernization.

Managed IT Services

Our managed IT services can optimize an organization’s IT infrastructure, reduce costs and improve operational efficiency, and it offers comprehensive IT management and support for organizations of all sizes.

Managed IT services is a services model in which a managed service provider (“MSP”) remotely manages the day-to-day IT offerings for a client under a service level agreement (“SLA”). This includes remote monitoring and management of servers, disaster recovery, infrastructure as a service (“IaaS”), platform as a service (“PaaS”), and software as a service (“SaaS”). In short, managed IT services provides businesses with IT support and maintenance on an ongoing basis.

IT services are typically provided on a break-fix basis, meaning that the client only calls the provider when there is a problem with its IT infrastructure. Managed IT services, on the other hand, are provided on an ongoing basis under an SLA. This means that the MSP is responsible for the day-to-day maintenance of the client’s IT infrastructure and is always monitoring and managing the system to ensure it is running smoothly.

For example, a company that provides cloud services to businesses would offer managed platform services, remote monitoring and management of servers and security services. The MSP would handle the day-to-day maintenance of the client’s IT infrastructure and offers disaster recovery services in the event of a data breach or other catastrophe.

Our managed IT services include: (i) project and license management; (ii) network infrastructure; (iii) systems engineering and administration; (iv) voice and data infrastructure engineering and management; (iv) application development; (v) IT help desk support; and (vi) staff augmentation.

Managed Security Services

We are a professional and trusted provider of managed security services. We have designed comprehensive security management solution to help organizations protect their digital assets against various cyber threats. Our managed security services (“MSS”) include 24/7 monitoring, threat detection, incident response and remediation. Our Security Operations Center (SOC) as a service offers organizations with a team of security professionals dedicated to monitoring and managing their security infrastructure.

MSS are a crucial component of a robust security program. Managed security service providers (“MSSPs”) specialize in protecting businesses from cyber threats and deliver a range of security services including, but not limited to, intrusion detection, vulnerability assessments and network security services.

MSSPs offer organizations access to a dedicated team of security professionals who use the latest security architectures and technologies to monitor their clients’ networks and systems, identify potential threats and respond promptly to security incidents. This is especially important for small to mid-sized businesses that may not have the in-house resources to maintain a robust security posture on their own.

MSS plays a critical role in safeguarding businesses from cyber threats in today’s digital landscape, making them an essential partner for organizations across industries. MSSPs work with clients ranging from small businesses to large enterprises and are often partnered with internet service providers to provide comprehensive security solutions.

MSS can also help organizations meet compliance requirements and reduce the risk of data breaches, which can be costly in terms of lost data, damaged reputation, and regulatory penalties. Additionally, MSSPs can provide SaaS solutions, allowing businesses to access security tools and services on-demand without having to invest in expensive hardware and software.

Our MSS include: (i) managed detection and response; (ii) external attack surface management; (iii) threat hunting and threat intelligence; (iv) end point detection and response; (v) firewall management; (vi) threat and vulnerability management; (vii) vulnerability and penetration testing; (viii) 24/7/365 security monitoring; and (ix) digital forensic and incident response.

Our Background

On February 14, 2025, we completed the business combination and transactions (the “Business Combination”) as set forth in an Agreement and Plan of Merger, dated November 21, 2022, as amended on April 26, 2024, December 31, 2024 and February 13, 2025 (the “Merger Agreement”), by and among Western Acquisition Ventures Corp. (“Western”), Western Acquisition Merger Inc., a Delaware corporation and a wholly-owned subsidiary of Western (“Western Merger Sub”), and Cycurion Sub, Inc., a Delaware corporation ~~formerly~~ formerly known as Cycurion, Inc. (“Cycurion Sub”). As contemplated by the Merger Agreement, Western Merger Sub merged with and into Cycurion Sub with Cycurion Sub as surviving the merger as a wholly-owned subsidiary of Western. In addition, in connection with the consummation of the Business Combination, Western was renamed “Cycurion, Inc.”

Summary of Risk Factors

Investing in our securities involves a high degree of risk. You should review carefully all of the information contained in this prospectus before making an investment in our securities. The following list summarizes some, but not all, of these risks. Please read the information in the section titled “Risk Factors” for a more thorough description of these and other risks.

2Risks Related to this Offering

~~Risks Related~~● Issuances of our Common Stock to ~~the~~Yield ~~Private~~Point ~~Placement~~has caused and ~~this~~will ~~Offering~~continue to cause substantial dilution to our existing stockholders and will cause the price of our Common Stock to decline. ● The sale of a substantial number of Put Stock in the public market could adversely affect the prevailing market price of our shares. ● We may not have access to the full amount available under the Equity Purchase Agreement.

● Our management will have broad discretion over the use of the net proceeds from the Private Placement and may apply it to uses that do not improve our operating results or the value of our securities. ● There is no public market for the Pre-Funded Warrants or Warrants. ● We may not receive any additional funds upon the exercise of the Pre-Funded Warrants or Warrants. ● Holders of the Warrants and Pre-Funded Warrants will have no rights as common stockholders with respect to the shares our Common Stock underlying the warrants until such holders exercise their warrants and acquire our Common Stock, except as otherwise provided in the Warrants and Pre-Funded Warrants. ● We are an emerging growth company and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our shares of Common Stock less attractive to investors.3

●	Yield Point will pay less than the then-prevailing market price for our Common Stock, which could cause the price of our Common Stock to decline.

●	We are an emerging growth company and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our shares of Common Stock less attractive to investors.

Risks Related to Our Business Generally

● We ~~have~~derive a ~~limited~~substantial ~~operating~~portion ~~history~~of ~~upon~~our ~~which~~revenue ~~you~~from ~~can~~a ~~evaluate~~limited ~~our~~number ~~future~~of ~~business~~contracts and ~~prospects.~~clients, ~~● We have incurred net losses~~ and ~~cannot~~the ~~assure~~loss ~~you~~of ~~that~~any wesignificant ~~will~~contract ~~achieve~~ or ~~maintain~~client ~~profitable~~relationship ~~operations. ● Our level of indebtedness and debt service obligations~~ could ~~adversely~~materially ~~affect~~reduce our ~~financial~~revenue ~~condition~~ and ~~make it more difficult for management to fund our operations~~profitability. ● Our ~~recurring~~contracts ~~losses,~~with ~~net~~state ~~working capital,~~ and ~~accumulated~~local ~~deficit~~government ~~resulting~~agencies ~~from~~are ~~substantial~~subject ~~operating losses have raised substantial doubt regarding our ability~~ to ~~continue as a going concern. ● We will require substantial additional~~ funding ~~in the future~~risks, ~~which~~including ~~may~~dependence ~~not be available to us~~ on ~~acceptable~~federal ~~terms,~~funding orthat atflows ~~all,~~through ~~and,~~those ~~if not so available~~agencies, ~~may~~which ~~require~~creates usuncertainty ~~to delay, limit, reduce, or cease our operations. ● Our ability to grow and compete~~ in the future will be adversely affected if adequate capital is not available to us or not available on favorable terms. ● If we do not continue to innovate and offer solutions and professional services that address the dynamic threat landscape, we may not remain competitive, and our revenue ~~and operating results could suffer~~. ● We must continually enhance our training, existing solutions and technology tools and develop or acquire new solutions and tools, or we will lose clients and our competitive position will suffer. ● As a cybersecurity provider, we are a target of cyber-attacks and other cyber risks that could adversely impact our reputation and operating results. ● Future acquisitions could disrupt our business and harm our financial condition and operating results. ● You will experience immediate and substantial dilution as a result of this offering and any future offering and may experience additional dilution in the future.

Risks Related to Securities Markets and Investments in Our Common Stock

● WeThere ~~have~~can ~~no current plans to pay dividends on our shares of Common Stock. ● Our Common Stock price may~~ be ~~volatile,~~no ~~and~~assurance ~~as a result you could lose all or part of your investment. ● Potential future sales pursuant to registration rights~~ that ~~we have granted may depress the market price for~~ our ~~shares~~securities ofwill ~~Common~~continue ~~Stock. ● We face risks related~~ to ~~compliance~~be ~~with~~listed ~~corporate~~on ~~governance~~Nasdaq ~~laws~~in ~~and~~the ~~financial reporting standards~~future. ● If we fail to comply with the continued minimum closing bid requirements of the Nasdaq Global Market or other requirements for continued listing, our Common Stock may be delisted and the price of our ~~common~~Common ~~stock~~Stock and our ability to access the capital markets could be negatively impacted. ● The market price of our shares of Common Stock is likely to be highly volatile, and you may lose some or all of your investment. ● A “short squeeze” due to a sudden increase in demand for shares of our common stock that largely exceeds supply and/or focused investor trading in anticipation of a potential short squeeze have led to, and may lead to, extreme price volatility in the price of our Common Stock.

Risks Related to Operating as a Public Company

● Our historical management team has limited experience managing a public company., ●and Wewe may incur significantly increased costs ~~and devote substantial management time~~ as a result of operating as a public company. ● Certain recent public offerings of companies with public floats comparable to ours have experienced extreme volatility that was seemingly unrelated to their performance. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our shares of Common Stock.

Risks Related to the Secuvant Merger

●	The market price of our Common Stock after the Secuvant Merger may be affected by factors different from those currently affecting the price of our Common Stock.

●	The Secuvant Merger may adversely affect the relationships of the Company or Secuvant with their respective customers and suppliers, whether or not the Secuvant Merger is completed.

●	The combined company may not realize all of the anticipated benefits of the Secuvant Merger.

Recent and Other Developments

On October 14, 2025, we received written notice from the staff of Nasdaq Listing Qualifications (the “Staff”) that it has determined to commence proceedings to delist our Common Stock from the Nasdaq Global Market. As previously ~~announced~~disclosed in aprior ~~Current Report on Form 8-K filed with the~~ SEC, ~~on April 15~~filings, ~~2025,~~ the ~~Staff notified the~~ Company oncompleted April 9, 2025 that, for the prior 30 consecutive business days, the closing bid price of our common stock had been below the minimum of $1.00 per share required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). The notification letter stated that we would be afforded 180 calendar days, and/or ~~until~~announced ~~October 6, 2025, to regain compliance. The Company did not regain compliance with~~ the ~~Bid~~following ~~Price Rule~~corporate ~~by October 6~~developments, ~~2025,~~strategic ~~and the listed security is now subject to delisting from The Nasdaq Global Market. Unless the Company requests an appeal of the Staff’s determination by October 21~~transactions, ~~2025, trading of the Company’s Common Stock will be scheduled for delisting~~ atfinancing ~~the~~activities ~~opening of business on October 23, 2025,~~ and ~~Nasdaq~~operational intends to file a Form 25-NSE with the SEC, removing the Common Stock from listing and registration on The Nasdaq Stock Market. On October 20, 2025, the Company requested a hearing to appeal the Staff’s determination to a Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. The Company received written notice from Nasdaq that the hearing with the Panel was scheduled for November 20, 2025 prior to being canceled (as discussed further below).initiatives:

OnDuring ~~October 27, 2025, we effected~~ the ~~one-for-thirty~~period ~~Reverse~~April Stock Split at the commencement of business. The Company effected the Reverse Stock Split by filing the Second Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on October 241, ~~2025.~~2026 ~~The~~through ~~Company’s~~July ~~shares of Common Stock began trading on a split-adjusted basis on The Nasdaq Global Market~~2, ~~when the market opened today~~2026, ~~October 27, 2025, under~~ the ~~existing~~Company ~~trading~~raised ~~symbol~~approximately ~~“CYCU” and new CUSIP number 95758L305~~$3.3 Asmillion athrough ~~result~~sales of ~~the~~its ~~Reverse Stock Split, every thirty of the Company’s issued shares of~~ Common Stock ~~was combined~~ ~~into~~under ~~one issued share of Common Stock, without any change to~~ the ~~par~~Equity ~~value~~Purchase ~~per~~Agreement share and without any change in the total number of authorized shares of Common Stock. The number of outstanding shares of Common Stock was reduced from approximately 86,533,435 shares to approximately 2,884,447 shares. No fractional shares were issued in connection with ~~the~~Yield ~~Reverse~~Point ~~Stock~~NY ~~Split. Stockholders who otherwise held a fraction of a share of Common Stock of the Company will receive a cash payment (without interest and subject to withholding taxes~~LLC, aspursuant ~~applicable) in lieu thereof at a price equal~~ to ~~that fraction of a share to~~ which the ~~stockholder~~Company ~~would~~issued ~~otherwise~~an beaggregate ~~entitled~~4,630,000 ~~multiplied by the closing price of the Company’s~~ shares ~~on The Nasdaq Global Market on the trading day immediately preceding the effective date~~ of ~~the~~ ~~Reverse~~ Common Stock ~~Split~~.

On ~~October~~April 2921, ~~2025~~2026, wethe ~~announced~~Company ~~our~~provided ~~selection~~an asupdate anon ~~approved~~the ~~vendor~~revised ~~under~~non-binding ~~the~~memorandum ~~Florida~~of ~~State~~understanding ~~Term~~with ~~Contract~~Kustom for ~~Information~~the ~~Technology~~acquisition of ~~Staff~~Kustom’s legacy video solutions segment. The transaction is expected to contribute approximately $5.1 million in annual revenue ~~Augmentation~~and ~~Services~~an estimated $8.0 million backlog comprised of established contracts and recurring subscription revenue.

On ~~October~~May 307, ~~2025~~2026, wethe Company announced it has executed a ~~comprehensive~~binding ~~three~~agreement to acquire Halo Privacy, Inc., an industry-~~part~~leading ~~webinar~~secure ~~series~~communications company, ~~with~~and ~~the~~fully ~~National~~integrate ~~Association~~its ofelite ~~County~~digital investigations and ~~City~~attribution ~~Health~~arm, ~~Officials (NACCHO)~~havenX, ~~designed~~Inc. The Company expects to ~~empower~~close ~~healthcare~~the ~~organizations~~transaction within ~~with~~45 ~~critical~~days. This acquisition builds on Cycurion’s disciplined growth strategy by delivering innovative new products and capabilities that directly address its clients’ evolving needs for security, privacy, proactive threat ~~intelligence~~defense and ~~defensive~~operational ~~strategies~~efficiency.

On ~~November~~May 521, ~~2025~~2026, the Company ~~announced~~entered into that certain merger agreement with Merger Sub and Secuvant. Capitalized terms used herein and not otherwise defined have the ~~Company’s~~meanings ~~subsidiary,~~ascribed ~~SLG~~to ~~Innovation,~~such ~~Inc~~terms in the Secuvant Merger Agreement. Pursuant to the Secuvant Merger Agreement, Merger ~~has~~Sub ~~been~~will ~~awarded~~merge with and into Secuvant in a ~~$1.1~~reverse ~~million~~merger ~~contract~~transaction, with Secuvant surviving the Merger as a wholly owned subsidiary toof ~~modernize~~the ~~legacy~~Company. ~~data~~The ~~systems~~aggregate consideration for ~~one~~the Secuvant Merger is approximately $2,875,000, comprised of ~~America~~both cash and equity component. On June 3, 2026, the Secuvant Merger was consummated and all of Secuvant’s ~~largest~~equity ~~county-level~~interests ~~public~~were ~~guardian~~cancelled ~~offices~~and converted into the right to receive the Merger Consideration (as defined in the Secuvant Merger Agreement).

On ~~November~~May 1022, ~~2025~~2026, the Company’s ~~announced~~Common ~~that~~Stock itbegan ~~has~~trading ~~been~~below ~~awarded~~$1.00 aper ~~contract~~share. byJuly 7, 2026 will mark the 30th consecutive business day during which the closing bid price of the Company’s Common Stock remains below $1.00 per share. As a ~~telecommunication~~result, ~~company~~the Company expects to ~~deliver~~receive ~~network~~a ~~deployment~~notice from Nasdaq regarding non-compliance with the minimum bid price requirement, if and when such notice is issued. The ~~services~~Company ~~supporting~~has adetermined ~~critical~~not ~~modernization~~to ~~initiative~~proceed ~~for~~with ~~one~~any reverse stock split prior to any hearing before the Nasdaq Hearings Panel and will evaluate the timing and necessity of implementing the ~~federal~~reverse ~~government’s~~stock ~~agencies~~split following the outcome of such hearing and related proceedings.

On ~~November~~June 111, ~~2025~~2026, the Company ~~received~~entered into a ~~letter~~series ~~from~~of ~~Nasdaq~~exchange ~~stating~~and ~~that~~restructuring ~~Nasdaq~~agreements ~~has~~with ~~determined~~certain ~~that~~existing ~~the~~noteholders, ~~Company has regained compliance~~including ~~with~~IQ ~~Nasdaq’s~~Financial, ~~minimum~~Inc. ~~bid~~(“IQ ~~price~~Financial”), ~~requirement~~Obsidian ~~under~~Associates, ~~Listing~~LLC ~~Rule 5450~~(a“Obsidian”)~~(1)~~, and ~~that~~M2B ~~the~~Funding ~~Company~~Corp. ~~is now in compliance with The Nasdaq~~(“M2B”), ~~Global~~pursuant ~~Market’s~~to ~~listing~~which ~~requirements. Nasdaq also determined that~~ the ~~previously~~Company ~~scheduled~~restructured ~~hearing~~outstanding ~~with~~indebtedness through the ~~Panel~~issuance onof ~~November~~new ~~20, 2025~~convertible ~~has~~promissory ~~been~~notes ~~canceled~~ and, ~~that~~in certain ~~Cycurion’s~~cases, ~~securities~~shares ~~will~~of ~~continue~~Series toH beConvertible ~~listed~~Preferred ~~and traded on The Nasdaq~~ Stock ~~Market without interruption~~.

On ~~November~~June 141, ~~2025~~2026, the Company’s ~~Board~~entered into an Exchange and Restructuring Agreement with IQ Financial. Under this agreement, approximately $517,604.40 of ~~Directors~~outstanding obligations, consisting of ~~amended~~principal and ~~restated~~accrued ~~the~~interest, ~~Company’s~~was ~~Insider~~exchanged ~~Trading~~for ~~Policy~~a ~~(the~~new ~~“Amended~~convertible promissory ~~and~~note. ~~Restated~~The ~~Insider~~prior ~~Trading~~obligations ~~Policy”),~~were ~~effective~~cancelled ~~immediately,~~and tosatisfied ~~clarify~~in ~~language~~full ~~around~~upon ~~the~~consummation ~~Company’s~~of ~~trading~~the ~~windows~~exchange, and IQ Financial represented that ~~blackout~~it ~~periods~~is an accredited investor acquiring the securities for investment purposes.

On ~~November~~June 251, ~~2025~~2026, the Company ~~and~~entered ~~iQSTEL~~into ~~announced~~an ~~that~~Exchange ~~each~~Agreement ~~company~~with ~~plans~~M2B. Pursuant to ~~distribute~~this ~~$500~~agreement,~~000~~ ~~worth~~the ofCompany ~~its~~exchanged ~~own~~outstanding promissory ~~shares~~notes asfor a ~~one-time, pro-rata~~new ~~dividend~~convertible topromissory ~~its own respective shareholders and securityholders~~note, ~~while~~in ~~preserving~~ the ~~full~~principal amount of $1,~~000~~326,~~000~~748.31 inand ~~cross-ownership~~issued ~~shares~~952. On7 ~~December~~shares 5,of ~~2025,~~Series ~~the~~H Convertible ~~Company~~Preferred ~~announced~~Stock ~~that~~with itan ~~plans~~aggregate tostated ~~distribute~~value aof ~~special~~approximately ~~dividend valued at~~ $~~500~~952,~~000~~695.73 in ~~the~~satisfaction ~~form~~ of ~~its~~default-related ~~shares~~amounts. The ofnew ~~Common~~note ~~Stock~~is ~~shares~~convertible tointo ~~all~~Common ofStock ~~its~~at ~~shareholders~~a ofconversion ~~record~~price as of ~~December~~$1.05 15per share, ~~2025~~and onthe apreferred ~~pro-rata~~stock ~~basis. The dividend~~ is ~~payable~~convertible onat or$1.45 per ~~about~~share. ~~December~~The ~~30,~~agreement ~~2025.~~similarly Onincludes ~~December~~a ~~11,~~leak-out ~~2025,~~restriction ~~the~~limiting ~~Company~~resale ~~announced~~to anfive ~~updated~~percent ~~dividend~~of ~~distribution~~average ~~ratio~~daily oftrading 0volume.~~0180~~ ~~per~~Upon closing, ~~share~~the ofprior ~~Common Stock~~notes towere ~~its~~deemed ~~shareholders~~cancelled and ~~securityholders~~satisfied in full.

On ~~December~~June 41, ~~2025~~2026, the Company ~~announced that it has~~ entered into aan ~~securities~~Exchange ~~purchase~~and ~~agreement~~Restructuring Agreement with aObsidian. ~~single~~Pursuant ~~institutional~~to ~~investor~~that agreement, approximately ~~for~~$1,083,003.41 ~~the~~of ~~purchase~~principal and ~~sale~~accrued ofnon-default ~~1,657,460~~interest ~~shares~~owed ofunder ~~Common~~certain ~~Stock~~existing ~~(or~~notes ~~Common~~was ~~Stock~~exchanged ~~equivalents~~for ina ~~lieu~~new ~~thereof)~~convertible ~~and~~promissory note ~~Warrants~~issued toby ~~purchase up~~the toCompany. 3In addition,~~314~~ default interest,~~920~~ ~~shares~~penalties, ofand ~~Common~~other ~~Stock~~default-related atcharges antotaling ~~effective~~approximately ~~combined~~$947,250 were ~~price~~exchanged offor $3947.6225 ~~per~~shares ~~share~~of ~~and~~the ~~common~~Company’s ~~warrant~~Series ~~for~~H ~~aggregate~~Convertible ~~gross~~Preferred ~~proceeds of~~Stock, ~~approximately~~with $6each ~~million~~share having a stated value of $1,000. ~~before~~The ~~deducting~~preferred ~~placement~~stock ~~agent~~is ~~fees~~convertible ~~and~~into ~~other~~shares ~~offering~~of ~~expenses.~~the ~~The~~Company’s ~~Warrants~~Common ~~will~~Stock ~~have~~at ana ~~exercise~~conversion price of $31.6245 per share, while ~~will~~the benewly ~~exercisable~~issued ~~immediately~~note ~~following~~is ~~receipt~~convertible ofat ~~shareholder~~$1.05 ~~approval~~per ~~and~~share. ~~will~~Upon ~~expire~~issuance ~~five~~of ~~years~~these ~~from~~securities, the ~~initial~~underlying obligations were deemed ~~exercise~~cancelled ~~date.~~and Onsatisfied ~~December~~in 5,full. ~~2025,~~The ~~the~~agreement ~~Company~~also ~~closed~~includes ~~the~~a ~~Private~~leak-out ~~Placement.~~provision ~~Please~~limiting ~~see~~resale ~~“The~~of ~~Private~~shares ~~Placement”~~to ~~for~~no more than five percent ~~information~~of the Company’s average daily trading volume.

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

On December 4, 2025, the Company and the Selling Stockholder entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to the Selling Stockholder an aggregate of 1,657,460 shares of Common Stock, or Pre-Funded Warrants exercisable for $0.0001 per share in lieu thereof, and accompanying Warrants to purchase up to 3,314,920 shares of Common Stock in the Private Placement, for gross proceeds of approximately $6 million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per share (or Pre-Funded Warrant in lieu thereof) is $3.62.

The Warrants will be exercisable immediately following receipt of stockholder approval (“Stockholder Approval”) for the issuance of the Warrants and the Warrant Shares 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 Company has agreed to file this Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC covering the resale of the Shares, the Pre-Funded Warrant Shares, and the Warrant Shares within 20 calendar days following the closing of the Private Placement on December 5, 2025 (the “Closing”) and to use commercially reasonable efforts to cause this Registration Statement to be declared effective by the SEC within 60 days following the Closing.

~~The~~Merger ~~Purchase~~ Agreement also prohibits the Company from, for 90 days following the date the Registration Statement has been declared effective: (a) issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of Common Stock or any Common Stock Equivalents (as defined in the Purchase Agreement) or filing any registration statement other than the Registration Statement contemplated by the Purchase Agreement, or (b) the Company or its Subsidiaries (as defined in the Purchase Agreement) effecting or entering into any agreement to effect the issuance any shares of Common Stock or any Common Stock equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement). In addition, pursuant to the terms of the Purchase Agreement, the Company is 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; if the Company does not obtain Stockholder Approval at the first meeting, the Company is required to call a meeting every 90 days thereafter seeking Stockholder Approval until Stockholder Approval is received or the Warrants are no longer outstanding.Secuvant

~~The~~On May 21, 2026, the Company ~~currently~~entered ~~intends~~into the Secuvant Merger Agreement with Cycurion Merger Sub and Secuvant. Pursuant to ~~use~~the Secuvant Merger Agreement, Merger Sub will merge with and into Secuvant in a reverse merger transaction, with Secuvant surviving the ~~net~~Merger ~~proceeds~~as a ~~from~~wholly owned subsidiary of the ~~Private~~Company. ~~Placement~~On ~~for~~June ~~working~~3, ~~capital~~2026, the Secuvant Merger was consummated and ~~general~~all ~~corporate~~of ~~purposes~~Secuvant’s equity interests were cancelled and converted into the right to receive the Merger Consideration (as defined in the Secuvant Merger Agreement). The surviving ~~Closing~~entity ofwill ~~the~~succeed ~~Private~~to ~~Placement~~all ~~occurred~~of onSecuvant’s ~~December~~assets, 5liabilities, ~~2025~~rights and obligations by operation of law and continue its business as a subsidiary of the Company.

~~A.G.P./Alliance~~In ~~Global~~addition ~~Partners (the “Placement Agent”) acted as the placement agent for the Private Placement. Pursuant~~ to ~~a placement agent agreement (~~the ~~“Placement~~cash ~~Agent~~consideration, ~~Agreement”) between~~ the ~~Placement Agent and the~~ Company, ~~dated~~will ~~December~~issue 4888,888 ~~2025,~~shares ~~the~~of ~~Company agreed~~Series toI ~~pay~~Convertible ~~the~~Preferred ~~Placement~~Stock, ~~Agent~~representing ~~a cash fee equal to 10~~$2.0~~% of the aggregate gross proceeds raised in the Private Placement and a cash~~ ~~fee~~million ~~of $500,000, and to reimburse the Placement Agent for certain reasonable, documented, and accountable expenses, including legal fees, of $60,000~~ in ~~the aggregate~~value.

InFor ~~connection~~more ~~with the Closing~~information, ~~each~~please ~~executive~~see ~~officer and director of~~ the ~~Company~~section ~~has~~entitled ~~entered~~“Merger ~~into a lock-up agreement~~ with the Placement Agent pursuant to which, from the date of the Closing until 90 days following the date the Registration Statement has been declared effective, such executive officer or director will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to, any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by such executive officer or director, subject to customary exceptions, or make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or Common Stock Equivalents or publicly disclose the intention to do any of the foregoingSecuvant.”

~~For~~Equity ~~more~~Line ~~information,~~of ~~please see the section entitled “The Private Placement.”~~Credit

Pursuant to the Equity Purchase Agreement, we may issue shares of Common Stock to Yield Point from time to time, subject to the terms and conditions of the Equity Purchase Agreement. This prospectus registers the resale of up to 25,000,000 shares of Common Stock issued or issuable to Yield Point under the Equity Purchase Agreement. We currently have 50,000,000 Reserve Shares of our authorized and unissued shares of Common Stock solely for the purpose of effecting purchases of the shares under the Equity Purchase Agreement. Under the Equity Purchase Agreement, we have the right to present Yield Point with a Put Notice directing Yield Point to purchase shares of Common Stock in an amount per Put Notice determined pursuant to the limitations in the Equity Purchase Agreement, at a per-share price equal to 90% of the lowest VWAP during the three consecutive trading days following the Put Notice date.

For more information, please see the section entitled “The ELOC Transaction.”

Emerging Growth Company

We are an “emerging growth company,” as defined in the Securities Act as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “SOX Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result of these exemptions, there may be a less active trading market for our securities, and the prices of our securities may be more volatile.

We will remain an emerging growth company until the earliest of: (1) December 31, 2026 (the last day of the fiscal year following the fifth anniversary of the consummation of our initial public offering), (2) the last day of the fiscal year in which we have total annual gross revenues of at least $1.235 billion, (3) the last day of the fiscal year in which we are deemed to be a large accelerated filer, as defined in the ~~Securities~~ Exchange Act ~~of 1934 (the “Exchange Act”)~~, or (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Smaller Reporting Company

Additionally, we are a “smaller reporting company” as defined under the Securities Act. Smaller reporting companies may take advantage of certain reduced SEC disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Common Stock held by non-affiliates was not less than $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates exceeded $700 million as of the prior June 30.

Corporate Information

Our principal executive office is located at 1640 Boro Place, Suite 420C, McLean, Virginia 22102, and our telephone number is (703) 854-1652. Our website address is www.cycurion.com. Axxum’s website address is www.axxumtech.com. Cloudburst’s website address is www.cloudburstsecurity.com. Secuvant’s website is www.secuvant.com. The SEC maintains an internet site that contains reports, proxy and information statements and other information that we file electronically with the SEC at www.sec.gov. Information on or accessed through any of these websites is not incorporated into and not part of this prospectus.

OFFERING SUMMARY

Resale of Common Stock		Cycurion, Inc.
Shares of Common Stock Offered by the Selling Stockholder		Up to 4,972,380 shares of Common Stock consisting of: (i) 1,657,460 shares of our Common Stock issuable upon the exercise of the Pre-Funded Warrants; and (ii) 3,314,920 shares of our Common Stock issuable upon the exercise of the Warrants.
Shares of Common Stock Offered by the Selling Stockholders		Up to 25,888,888 shares of Common Stock, consisting of (i) up to 25,000,000 shares of Common Stock issued or issuable to Yield Point NY LLC pursuant to the Equity Purchase Agreement and (ii) up to 888,888 shares of Common Stock issuable upon conversion of 888,888 shares of Series I Convertible Preferred Stock.
Terms of the Offering		The Selling Stockholder will determine when and how it will dispose of the shares of Common Stock registered under this prospectus for resale.
Shares of common stock outstanding as of the date of this prospectus		11,472,588 shares
Common Stock Outstanding		8,580,657 shares of Common Stock, assuming the exercise of the Pre-Funded Warrants and Warrants.
Terms of the Offering		The Selling Stockholders will determine when and how they will dispose of the shares of Common Stock registered under this prospectus for resale.
Securities Purchase Agreement		Under the terms of the Securities Purchase Agreement, we agreed to file this registration statement with respect to the registration of the resale by the Selling Stockholder of the Pre-Funded Warrant Shares and the Warrant Shares by the 20th calendar day following the closing of the Private Placement on December 5, 2025 and to use to use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC within 60 days following the closing.
Use of Proceeds		We may receive proceeds from the sale of shares of Common Stock to Yield Point pursuant to the Equity Purchase Agreement. The amount of any such proceeds will depend on the number of shares sold by us to Yield Point and the applicable purchase price under the Equity Purchase Agreement. The shares being offered by Yield Point and the other Selling Stockholders pursuant to this prospectus are being registered for resale. We will not receive any proceeds from the resale of shares by Yield Point or any other Selling Stockholder. We have agreed to bear the expenses of registering the shares covered by this prospectus. The Selling Stockholders will bear all underwriting discounts, commissions and similar expenses incurred in connection with the sale of their shares.
Use of Proceeds		All of the securities offered under this prospectus are being registered for the account of the Selling Stockholder. We will not receive any of the proceeds from the sale of these securities. We have agreed to pay all costs, expenses and fees relating to the registration of the securities covered by this prospectus. The Selling Stockholder will bear all commissions and discounts, if any, attributable to the sale of the securities. The prices at which the shares of Common Stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of our Common Stock, by negotiations between the Selling Stockholder and buyers of our Common Stock in private transactions or as otherwise described in “Plan of Distribution.”
Risk Factors		Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 10 of this prospectus.
Risk Factors		Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 9 of this prospectus.
Nasdaq Symbols		Our shares of Common Stock are listed on The Nasdaq Global Market and warrants are listed on The Nasdaq Capital Market under the symbols “CYCU” and “CYCUW”, respectively.
Nasdaq Symbols		Our shares of Common Stock are listed on The Nasdaq Global Market and certain warrants are listed on The Nasdaq Capital Market under the symbols “CYCU” and “CYCUW”, respectively.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

~~This~~Certain statements included or incorporated by reference in this prospectus ~~contains~~are “not historical facts but are forward-looking statements” ~~within~~for purposes of the ~~meaning~~safe ofharbor ~~Section~~provisions ~~27A~~under ofThe ~~the~~Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, ~~and~~“should”, ~~Section~~“would”, ~~21E~~“plan”, “intend”, “anticipate”, of“believe”, ~~the~~“estimate”, ~~Exchange~~“predict”, ~~Act~~“potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. ~~Forward~~These forward-looking statements include statements regarding our industry, future events, strategy, plans, intentions, or expectations or anticipated future results and other statements that are ~~neither~~not historical facts. ~~nor~~These ~~assurances~~statements are based on the current beliefs and assumptions of ~~future~~our management and are not predictions of actual performance. ~~Instead,~~These ~~they~~statements are subject to a number of ~~based~~risks ~~only~~and onuncertainties regarding our ~~current~~business ~~beliefs,~~that ~~expectations~~may change at any time, and, ~~assumptions~~therefore, ~~regarding~~our ~~the~~actual ~~future~~results ofmay differ materially from those that we expected. The factors that may affect our ~~business~~results include, ~~future~~among ~~plans~~others: the impact of political and ~~strategies,~~economic ~~projections,~~conditions ~~anticipated~~on ~~events~~the ~~and~~demand ~~trends,~~for our services; the ~~economy,~~impact of a data or security breach; the impact of competition or alternatives to our services on our business pricing and other ~~future~~actions ~~conditions.~~by ~~This~~competitors; ~~includes,~~our ~~without~~ability ~~limitation,~~to ~~statements~~address ~~regarding~~technological ~~the~~development and change in order to keep pace ~~financial~~with ~~position~~our industry and the ~~plans~~industries ~~and~~of ~~objectives~~our clients; the impact of ~~management~~terrorism, ~~for~~natural disasters or similar events on our ~~future~~business; ~~operations.~~the effect ~~Such~~of ~~statements~~legislative ~~can~~and beregulatory ~~identified~~actions byin the ~~fact that~~United ~~they~~States doand ~~not~~internationally; ~~relate~~the ~~strictly~~impact of operational failure due to ~~historical~~the unavailability or ~~current~~failure ~~facts.~~of ~~When~~third-party ~~used~~services inon ~~this~~which ~~prospectus,~~we ~~words~~rely; ~~such~~the aseffect ~~“anticipate,” “believe,”~~of ~~“continue,”~~intellectual ~~“could,”~~property ~~“estimate,”~~infringement; ~~“expect,”~~the ~~“intend,”~~implementation and effects ~~“may,”~~of ~~“might,”~~our “restructuring plan,”; ~~“possible,”~~and ~~“potential,”~~other ~~“predict,”~~factors discussed in this prospectus under the sections entitled “~~project,~~Risk Factors” ~~“should~~,” “~~strive,~~Legal Proceedings”, “~~would”~~Management’s Discussion and ~~similar~~Analysis ~~expressions~~of ~~may~~Financial ~~identify~~Condition ~~forward-looking~~and ~~statements,~~Results ~~but~~of Operations” and otherwise ~~the~~identified ~~absence~~or ofdiscussed ~~these~~in ~~words~~this ~~does~~prospectus. ~~not~~You ~~mean~~should ~~that~~consider athese ~~statement~~factors iscarefully ~~not~~in evaluating forward-looking. ~~Forward-looking~~ statements inand are ~~this~~cautioned ~~prospectus~~not ~~and~~to ~~in any~~place ~~document~~undue ~~incorporated~~reliance byon ~~reference~~such instatements, ~~this~~which ~~prospectus~~speak ~~may~~only ~~include,~~as ~~for~~of ~~example,~~the ~~statements~~date ~~about:~~of this prospectus.

●The forward-looking ~~the~~statements ~~occurrence~~made ofby ~~any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against~~ us; ●in ~~the~~this ~~ability~~prospectus tospeak ~~maintain~~only ~~the~~as ~~listing~~ of ~~our securities on The Nasdaq Stock Market, and~~ the ~~potential~~date ~~liquidity and trading~~ of ~~our~~this ~~securities;~~prospectus. ●We ~~the~~undertake ~~risk~~no ofobligation ~~disruption~~ to update ~~our~~or ~~current~~revise ~~plans~~any ~~and~~forward-looking ~~operations;~~statements ~~● the ability~~ to ~~recognize~~reflect ~~the~~events ~~anticipated~~or ~~benefits~~circumstances ofoccurring ~~our~~after ~~business and~~ the ~~recently~~date ~~closed~~of ~~de-SPAC~~this ~~transaction~~prospectus, ~~which~~except as ~~may~~otherwise berequired ~~affected~~ by, ~~among~~law. ~~other~~In ~~things~~addition, ~~competition~~forward-looking ~~and~~statements ~~the~~provide ~~ability~~our ~~to grow~~expectations, ~~manage~~plans ~~growth profitably, and retain key employees; ● costs related to our business; ● changes in applicable laws~~ or ~~regulations;~~forecasts ●of ~~our ability to meet our~~ future ~~capital~~events ~~requirements to fund our operations, which may involve debt~~ and~~/or~~ views ~~equity~~based ~~financing,~~upon ~~and~~information toavailable ~~obtain such debt and/or equity financing on favorable terms, and our sources and uses of cash; ● our ability~~ to ~~achieve~~us ~~and~~as ~~sustain profitability~~ of ~~our~~the ~~existing~~date ~~lines~~ of ~~business~~this ~~and~~prospectus ~~through our wholly owned subsidiaries; ● our ability to raise sufficient capital to continue to acquire cybersecurity companies; ● our ability to attract~~ and ~~retain~~while ~~qualified~~we ~~cybersecurity~~believe ~~talent;~~such ●information ~~our~~forms ~~ability~~a toreasonable basis ~~successfully~~for ~~execute~~such ~~acquisitions~~statements, ~~integrate~~such ~~the~~information ~~acquired~~may ~~businesses,~~be ~~and~~limited create synergies as a global cybersecurity consolidator; ● our ability to efficiently acquire customers and maintain high client retention rates; ● our ability to attract and retain qualified key technology or ~~management~~incomplete, ~~personnel~~ and ~~to expand~~ our ~~management~~statements ~~team;~~should ●not ~~our~~be ~~ability~~read to ~~stay~~indicate inthat ~~compliance~~we ~~with~~have conducted ~~laws~~an ~~and~~exhaustive ~~regulations~~inquiry ~~currently applicable to~~into, or ~~which~~review ~~may~~of, ~~become~~all ~~applicable~~potentially toavailable ~~our~~relevant ~~business~~information. ~~both~~These instatements ~~the~~are ~~United~~inherently ~~States and internationally; ● our ability to maintain existing license agreements; ● our estimates regarding expenses~~uncertain, ~~future revenue, capital requirements,~~ and ~~need~~you ~~for~~are ~~additional~~cautioned ~~financing;~~not ~~● our ability~~ to ~~achieve~~unduly ~~and~~rely ~~maintain~~upon ~~profitability~~these ~~in the future; ● our financial performance; and ● other factors disclosed under the section entitled “Risk Factors” in this prospectus~~statements.

These ~~forward-looking~~ statements ~~are based on information available as of the date of this prospectus and current expectations~~include, ~~forecasts, and~~but ~~assumptions,~~are ~~and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should~~ not belimited ~~relied upon as representing our views as of any subsequent date~~to, ~~and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after~~ the ~~date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.~~following:

●	the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against us;
●	the ability to maintain the listing of our securities on The Nasdaq Stock Market, and the potential liquidity and trading of our securities;
●	the risk of disruption to our current plans and operations;
●	the ability to recognize the anticipated benefits of our business and the recently closed de-SPAC transaction, which may be affected by, among other things, competition and the ability to grow, manage growth profitably, and retain key employees;
●	costs related to our business;
●	changes in applicable laws or regulations;
●	our ability to meet its future capital requirements to fund our operations, which may involve debt and/or equity financing, and to obtain such debt and/or equity financing on favorable terms, and our sources and uses of cash;
●	our ability to achieve and sustain profitability of our existing lines of business and through our wholly owned subsidiaries;
●	our ability to raise sufficient capital to continue to acquire cybersecurity companies;
●	our ability to attract and retain qualified cybersecurity talent;
●	our ability to successfully execute acquisitions, integrate the acquired businesses, and create synergies as a global cybersecurity consolidator;
●	our ability to efficiently acquire customers and maintain high client retention rates;

our ability to attract and retain qualified key technology or management personnel and to expand our management team;

●	our ability to stay in compliance with laws and regulations currently applicable to, or which may become applicable to our business both in the United States and internationally;
●	our ability to maintain existing license agreements;
●	our estimates regarding expenses, future revenue, capital requirements, and need for additional financing;
●	our ability to achieve and maintain profitability in the future;
●	our ability to successfully integrate Secuvant’s operations, personnel, technologies and products into our existing business;
●	our ability to realize the anticipated strategic, operational and financial benefits of the Secuvant acquisition within the expected timeframe, or at all;
●	our ability to maintain and expand customer relationships associated with Secuvant and the Panoptic cybersecurity platform;
●	our ability to achieve anticipated recurring revenue growth, EBITDA contributions and cross-selling opportunities resulting from the Secuvant acquisition;
●	risks associated with unforeseen liabilities, expenses, indemnification obligations or other costs related to the Secuvant acquisition;
●	our financial performance; and
●	other factors disclosed under the section entitled “Risk Factors” in this prospectus.
●	The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the other documents filed by the Company from time to time with the SEC. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment. Certain statements in “Risk Factors” are forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to ~~the Private Placement and~~ this Offering

~~Our~~Issuances ~~management will have broad discretion over the use~~ of ~~the~~our ~~net~~Common ~~proceeds~~Stock ~~from~~to ~~the~~Yield ~~Private~~Point ~~Placement~~has caused and ~~may~~will ~~apply~~continue it to ~~uses~~cause ~~that~~substantial dodilution ~~not improve~~to our ~~operating~~existing ~~results~~stockholders orand will cause the ~~value~~price of our ~~securities~~Common Stock to decline.

~~Our management will have broad discretion over the use of proceeds from the Private Placement.~~ We ~~intend to use the net proceeds from the~~ ~~Private~~are ~~Placement~~registering for ~~working~~resale ~~capital~~up and other general corporate purposes. Our management will have considerable discretion in the application of the net proceeds, and shareholders will not have the opportunity, as part of their investment decision, to ~~assess whether the proceeds are being used appropriately. The net proceeds~~25, ~~if any~~000,000 ~~may~~shares ~~be used for corporate purposes that do not improve our operating results or enhance the value~~ of ~~our~~ Common Stock. ~~The~~that ~~failure~~may ofbe ~~our~~issued ~~management~~ to ~~use~~Yield ~~these~~Point ~~funds~~from ~~effectively~~time ~~could have a material adverse effect on our business, cause the market price of our Common Stock~~ to ~~decline~~time ~~and~~under ~~impair~~ the ~~commercialization of our products and/or~~Equity ~~delay~~Purchase ~~the development of our product candidates~~Agreement. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing instruments and U.S. government securities. These investments may not yield a favorable return to our stockholders.

~~There~~The isnumber noof ~~public~~shares that we ultimately sell to Yield Point under this prospectus depends on the number of shares we elect to sell to Yield Point under the Equity Purchase Agreement. Depending on a variety of factors, including market ~~for~~liquidity of our Common Stock, the ~~Pre-Funded~~issuance and ~~Warrants~~sale orof ~~Warrants~~shares under the Equity Purchase Agreement may cause the trading price of our Common Stock to decline.

~~There~~We ismay noultimately ~~established~~issue ~~public~~and ~~trading~~sell ~~market~~to ~~for~~Yield ~~the~~Point ~~Pre-Funded~~all, ~~Warrants~~some or ~~Warrants,~~none ~~and~~of wethe doshares ~~not~~of ~~expect~~Common aStock ~~market~~available tounder ~~develop.~~the InEquity ~~addition,~~Purchase Agreement that we doare ~~not~~registering. ~~intend~~Yield Point may sell all, some or none of our shares that it holds or comes to ~~apply~~hold pursuant to ~~list~~sales under the ~~Pre-Funded~~Equity ~~Warrants~~Purchase orAgreement. ~~Warrants~~The onissuance ~~the~~and ~~Nasdaq~~sale ~~Capital~~of ~~Market~~shares orby ~~any~~us ~~national~~to ~~securities~~Yield ~~exchange~~Point pursuant to the Equity Purchase Agreement will result orin dilution to the interests of other ~~nationally~~holders ~~recognized~~of ~~trading~~our ~~system~~Common Stock. ~~Without~~The ansale ~~active~~of ~~market~~a substantial number of shares of our Common Stock by Yield Point in this offering, ~~the~~or ~~liquidity~~anticipation of such sales, could cause the ~~Pre~~trading price of our Common Stock to decline or make it more difficult for us to sell equity or equity-~~Funded~~related ~~Warrants~~securities in the future at a time and ~~Warrants~~at ~~will~~a ~~be limited~~price that we might otherwise desire.

WeThe ~~may~~sale ~~not~~of ~~receive~~a ~~any~~substantial ~~additional~~number ~~funds~~of ~~upon~~Put Stock in the ~~exercise~~public ofmarket could adversely affect the ~~Pre-Funded~~prevailing ~~Warrants~~market orprice ~~Warrants~~of our shares.

~~Each~~We ~~Pre-Funded~~are ~~Warrant~~registering ~~and~~for ~~Warrant~~resale ~~may~~an beaggregate ~~exercised~~of byup ~~way~~to of25,000,000 ashares ~~cashless~~of ~~exercise,~~Put ~~meaning~~Stock. ~~that~~Sales ~~the~~of ~~holder~~a ~~may~~substantial ~~not~~number ~~pay~~of aour ~~cash~~shares ~~purchase~~in ~~price~~the public ~~upon~~market, ~~exercise~~or ~~under~~the ~~certain~~perception ~~circumstances,~~that ~~but~~such ~~instead~~sales ~~would~~might ~~receive~~occur, ~~upon~~could ~~such~~adversely ~~exercise~~affect the ~~net~~market ~~number~~price of our shares. ofWe ~~our~~cannot ~~Common~~predict ~~Stock~~if and ~~determined~~when ~~according~~Yield toPoint ~~the~~may ~~formula~~sell ~~set~~such ~~forth~~shares in the ~~Pre-Funded~~public ~~Warrants~~markets. orFurthermore, ~~Warrants.~~in ~~Accordingly~~the future, we may ~~not~~issue ~~receive~~additional ~~any~~shares ~~additional~~or other equity ~~funds~~or ~~upon~~debt ~~the~~securities ~~exercise~~convertible ofinto ~~the~~shares. ~~Pre-Funded~~Any ~~Warrants~~such orissuance ~~Warrants~~could result in substantial dilution to our existing stockholders and could cause our share price to decline.

~~The~~We ~~Pre-Funded~~may ~~Warrants~~not ~~and~~have ~~Warrants~~access ~~are~~to ~~speculative~~the infull ~~nature~~amount available under the Equity Purchase Agreement.

~~The~~Under ~~Pre-Funded~~the ~~Warrants~~Equity ~~and~~Purchase ~~Warrants do not confer any rights of Common Stock ownership on their holders~~Agreement, ~~such~~we aswill ~~voting~~have ~~rights or~~ the right to ~~receive~~direct ~~cash~~Yield ~~dividends,~~Point ~~but rather merely represent the right~~ to ~~acquire~~purchase shares of our Common Stock atfrom ~~a fixed price for a limited period of~~ time. ~~Specifically,~~to ~~commencing on the earlier of (i) if permissible by the applicable rules and regulations of the Nasdaq Stock Market~~time ~~LLC, payment~~ by ~~the~~presenting ~~holder~~Yield ofPoint ~~$3.62 per Warrant Share and (ii) the date of which approval (as may be required by the applicable rules and regulations of Nasdaq (or any successor entity) from our stockholders~~ with ~~respect~~put tonotices ~~issuance~~directing ofYield ~~all~~Point ~~of the Warrants and the Warrant Shares upon the exercise thereof is obtained, holders of the Warrants may exercise their right~~ to ~~acquire~~purchase ~~shares~~amounts of our Common Stock ~~and~~ ~~pay an exercise price of $3.62~~ per ~~share,~~Put ~~subject~~Notice to(defined ~~certain adjustments~~below), as ~~prior~~limited pursuant to ~~five years from~~ the ~~issuance~~terms ~~date~~of ~~for~~ the ~~Warrants, after~~Equity ~~which~~Purchase ~~date any unexercised Warrants will expire and have no further value. Holders of Pre-Funded Warrants have identical rights~~Agreement, ~~except~~ ~~that~~at ~~the~~a ~~Pre-Funded Warrants have an exercise price of $0.0001~~ per share ~~and~~price doequal ~~not~~to ~~expire~~90% ~~until exercised in full. The market value~~ of the ~~Pre-Funded~~lowest ~~Warrants~~VWAPs ~~and~~during ~~Warrants and, if any, is uncertain and there can be no assurance that~~ the ~~market value of~~three ~~the~~consecutive ~~Pre-Funded~~trade ~~Warrants~~days ~~and~~following ~~Warrants~~the ~~will~~Put ~~equal~~Notice ~~or exceed their imputed offering price~~date. ~~The~~See ~~Pre-Funded Warrants and Warrants will not be listed or quoted for trading on any market or exchange. There can be no assurance that~~ the ~~market~~section ~~price~~entitled of“The ~~the~~ELOC ~~Common~~Transaction” ~~Stock will ever equal or exceed the exercise price of the Warrants and consequently, whether it will ever be profitable for holders of the Warrants to exercise the warrants~~below.

9Although the Equity Purchase Agreement provides that we may sell up to $60 million of our Common Stock to Yield Point, depending on the market prices of our Common Stock, we may not be able to nor desire to sell all of the shares contemplated by the Equity Purchase Agreement. In addition, if the number of shares registered hereby is insufficient to cover all of the shares we elect to sell to Yield Point under the Equity Purchase Agreement, we will be required to file one or more additional registration statements to register such additional shares. This prospectus relates only to the resale of 25,000,000 shares of Common Stock.

~~Holders~~The ofextent ~~the~~to ~~Warrants~~which ~~and~~we ~~Pre-Funded~~rely ~~Warrants~~on ~~will~~Yield ~~have~~Point noas ~~rights~~a assource ~~common~~of ~~stockholders~~funding ~~with~~will ~~respect~~depend toon a number of factors, including the ~~shares~~prevailing market price of our Common Stock ~~underlying~~and the extent to which we are able to secure working capital from other sources. Even if we sell a significant amount of shares under the ~~warrants~~Equity ~~until~~Purchase ~~such~~Agreement ~~holders~~to ~~exercise~~Yield ~~their~~Point, ~~warrants~~we may still need additional capital to fully implement our business, operating and ~~acquire~~development plans. Should the financing we require to sustain our ~~Common~~working ~~Stock,~~capital ~~except~~needs asbe ~~otherwise~~unavailable ~~provided~~or inprohibitively expensive when we require it, the ~~Warrant~~consequences could be a material adverse effect on our business, ~~and Pre-Funded~~operating ~~Warrants~~results, financial condition and prospects.

Until holders of the Warrants and Pre-Funded Warrants acquire shares of our Common Stock upon exercise thereof, such holders will have no rights with respect to the shares of our Common Stock underlying such warrants, except to the extent that holders of such Warrants and Pre-Funded Warrants will have certain rights to participate in distributions or dividends paid on our Common Stock as set forth in such warrants. Upon exercise of the Warrants and Pre-Funded Warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.10

Yield Point will pay less than the then-prevailing market price for our Common Stock, which could cause the price of our Common Stock to decline.

The purchase price of Common Stock sold to Yield Point under the Equity Purchase Agreement is derived from the market price of our Common Stock. The shares to be sold Yield Point pursuant to the Equity Purchase Agreement will be purchased at a discounted price as described above. As a result of this pricing structure, Yield Point may sell the shares it receives immediately after receipt of the shares, which could cause the price of our Common Stock to decrease further.

It is not possible to predict the actual number of shares we will sell to Yield Point under the Equity Purchase Agreement, or the actual gross proceeds resulting from those sales.

Subject to certain limitations in the Equity Purchase Agreement and compliance with applicable law, we have the discretion to deliver notices to Yield Point at any time throughout the term of the Equity Purchase Agreement. The actual number of shares of Common Stock that we sell to Yield Point may depend upon a number of factors, including the market price of the Common Stock during the sales period. Because the price per share of each share sold to Yield Point will fluctuate during the sales period, it is not currently possible to predict the number of shares that we will sell or the actual gross proceeds to be raised in connection with those sales.

The securities being offered in this prospectus represent a substantial percentage of our outstanding Common Stock, and the sales of such securities, or the perception that these sales could occur, could cause the market price of our Common Stock to decline significantly.

As of ~~December~~July 222, ~~2025~~2026, there were 311,~~608~~472,~~277~~588 shares of Common Stock outstanding, of which 110,~~903~~940,~~074~~103 shares of Common Stock were ~~held~~ held by non-affiliates of the Company and unrestricted by any contractual lock-up provisions (our “public float”). The shares of Common Stock being offered for resale in this prospectus ~~(inclusive of such shares underlying the Pre-Funded Warrants and Warrants)~~ represent a substantial percentage of our public float. Assuming the exercise of all Pre-Funded Warrants and Warrants, the securities registered for resale would represent approximately 58% of our public float as of December 22, 2025. The Warrants that may be exercised for 3,314,920 shares of Common Stock may not be exercised until Stockholder Approval is received.

The sale of all the securities registered for resale hereunder held by the Selling ~~Stockholder~~Stockholders, or the perception that these sales could occur, could depress the market price of our Common Stock. Even if our trading price were to trade significantly lower, the Selling ~~Stockholder~~Stockholders may still have an incentive to sell Common Stock because they may still experience a positive rate of return on the securities they purchased at lower prices.

Investors who buy shares of our Common Stock at different times will likely pay different prices.

Investors who purchase shares of Common Stock in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. Investors also may experience a decline in the value of the shares they purchase from the Selling ~~Stockholder~~Stockholders in this offering as a result of sales in future transactions at lower prices.

We are an emerging growth company, and the reduced reporting requirements applicable to emerging growth companies may make our shares of Common Stock less attractive to investors.

We are an emerging growth company, as defined under the Securities Act. For as long as we continue to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of: (1) December 31, 2026 (the last day of the fiscal year following the fifth anniversary of the consummation of our initial public offering), (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (4) the last day of the fiscal year in which we are deemed to be a large accelerated filer, as defined in the Exchange Act or (5) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

1011

In addition, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this ~~proxy~~prospectus ~~statement~~ and ~~our~~ our periodic reports and proxy statements.

We cannot predict if investors will find our shares of Common Stock less attractive because we rely on these exemptions. If some investors find our shares of Common Stock less attractive as a result, there may be a less active trading market for the Common Stock and our market price may drop and be more volatile.

Risks Related to Our Business Generally

We ~~have~~derive a substantial portion of our revenue from a limited ~~operating~~number ~~history~~of ~~upon~~contracts ~~which~~and ~~you~~clients, ~~can~~and ~~evaluate~~the ~~our~~loss ~~future~~of ~~business~~any significant contract or client relationship could materially reduce our revenue and ~~prospects~~profitability.

WeA ~~have~~significant aportion ~~limited~~of ~~operating history. Since~~ our ~~incorporation~~revenue inis ~~2017,~~concentrated weamong ~~have~~a ~~acquired~~small ~~two~~number ~~operating~~of ~~subsidiaries:~~contracts ~~Axxum~~and inclients, ~~2017~~primarily state and ~~Cloudburst~~local government inagencies ~~2019.~~including Wehigher ~~have~~education ~~also~~institutions, ~~acquired~~law ~~certain~~enforcement ~~technology~~agencies, ~~assets~~and ofmunicipal ~~Sabres~~transportation inauthorities. ~~September~~If ~~2021.~~any ~~Accordingly~~significant client were to terminate, ~~along~~reduce ~~with~~the ~~our~~scope ~~subsidiaries~~of, weor ~~have varying~~fail ~~operating~~to ~~histories~~renew ~~and,~~their ~~together~~contracts aswith aus, ~~consolidated~~or ~~company,~~if ~~has~~we awere ~~limited~~unable ~~operating~~to ~~history,~~replace ~~which~~expiring ~~can~~contracts with ~~make~~new itengagements ~~difficult~~of ~~for investors~~comparable toscope ~~evaluate~~and value, our ~~operations~~revenue ~~and~~could ~~prospects~~decline ~~and~~significantly. ~~may~~The ~~increase~~conclusion ~~the~~of ~~risks~~certain ~~associated~~key ~~with~~government contracts ancontributed ~~investment.~~to ~~There~~a ~~can~~decline bein norevenue ~~assurance that~~during ~~our~~fiscal ~~business~~year ~~plan~~2025. ~~can~~Our bereliance ~~realized~~on ina ~~the~~concentrated ~~manner~~client ~~contemplated,~~base means that weadverse developments ~~will~~affecting ~~ever~~even ~~realize~~a ~~any~~single ~~significant~~major ~~operating~~client—such ~~revenues,~~as ora ~~that our~~change ~~operations~~in ~~will~~that ~~ever~~client’s ~~be profitable~~leadership, ~~and~~budget priorities, ~~therefore~~procurement policies, ~~our~~or ~~stockholders~~political ~~may~~environment—could ~~lose~~have ~~all or~~ a ~~substantial~~disproportionate ~~part~~impact ofon ~~their~~our ~~investment~~financial results.

WeOur ~~have~~contracts ~~incurred~~with ~~net~~state ~~losses~~ and ~~cannot~~local ~~assure~~government ~~you~~agencies are subject to funding risks, including dependence on federal funding that weflows ~~will~~through those ~~achieve~~agencies, orwhich ~~maintain~~creates ~~profitable~~uncertainty ~~operations~~in our revenue.

~~Our~~While ~~net~~the ~~income~~majority ~~was~~of ~~$1,229,601~~our ~~for~~contracts ~~the~~are ~~year~~with ~~ended~~state ~~December~~and ~~31,~~local ~~2024~~government entities, many of these clients fund their IT and, wecybersecurity ~~had~~programs in awhole ~~net~~or ~~loss~~in ofpart ~~$(2~~with grants,~~097~~ appropriations,~~013)~~ ~~for~~or pass-through funding from the ~~year~~federal ~~ended~~government. ~~December~~Federal ~~31,~~funding for state and local ~~2023.~~cybersecurity ~~Our~~and ~~net~~IT ~~loss~~modernization ~~was~~programs ~~$(18,560,558)~~is ~~for~~subject ~~the~~to ~~nine~~annual ~~months~~congressional ~~ended~~appropriations, ~~September~~continuing 30resolutions, ~~2025~~government shutdowns, executive ~~and~~orders, weand ~~had~~shifting apolicy ~~net~~priorities. ~~income~~Reductions ofor ~~$109,712~~delays ~~for~~in ~~the~~federal ~~nine months~~funding—whether ~~ended~~resulting ~~September~~from 30budget cuts, ~~2024.~~sequestration, the Weactivities ~~may~~of ~~continue~~cost-reduction toinitiatives ~~incur~~such ~~significant~~as ~~losses~~the Department of Government Efficiency (“DOGE”), or changes in the political ~~future~~environment—can ~~for~~cause aour ~~number~~state ofand ~~reasons,~~local ~~including~~government ~~unforeseen expenses~~clients to delay procurements, ~~difficulties~~reduce contract scope, ~~complications~~or cancel projects entirely. We have experienced, and may continue to experience, delays in contract awards and ~~other~~revenue ~~unknown~~recognition ~~events~~attributable to disruptions in federal funding flows.

WeAdditionally, ~~intend~~state toand ~~increase~~local ~~our~~governments ~~brand~~face ~~awareness~~their own budgetary pressures, ~~expand~~including ~~the~~rising ~~customer~~pension ~~base~~obligations, infrastructure costs, and ~~expect~~competing spending topriorities. ~~continue~~Many tooperate ~~invest~~under ~~heavily~~balanced-budget inrequirements ~~our~~and ~~businesses~~may inlack the ~~foreseeable future~~flexibility asto ~~management~~sustain ~~continues~~IT toand ~~attempt~~cybersecurity tospending during ~~expand~~periods ~~and~~of ~~grow~~fiscal ~~the~~stress. ~~core~~Budget ~~businesses.~~compromises Inthat ~~addition,~~may ~~our~~be ~~net~~needed ~~revenues~~for ~~could~~future fiscal years may continue to be ~~impacted~~extraordinarily bydifficult ~~various~~given ~~factors,~~the ~~including~~complicated ~~the~~grassroots ~~competitive~~political ~~landscape~~environment, ~~customer~~a ~~preferences~~closely divided Congress, ~~and~~an ~~the~~increasing ~~success~~federal ofdeficit ~~our~~and ~~service~~debt ~~offerings~~load, and a challenged economy.

Accordingly, we cannot assure you that we will achieve sustainable operating profits as we continue to attempt to expand our product and professional service offerings and otherwise implement our growth initiatives. Any failure to achieve and maintain profitability would have a materially adverse effect on our ability to implement our business plan, our results and operations, and our financial condition, and could cause the value of our Common Stock to decline, resulting in a significant or complete loss of your investment.

Our level of indebtedness and debt service obligations could adversely affect our financial condition and make it more difficult for management to fund our operations.

As of December 31, 2024, we had approximately $20.2 million of indebtedness and other liabilities outstanding and as of September 30, 2025, we had approximately $16.9 million of indebtedness and other liabilities outstanding. Consequently:

● we will need to use a substantial portion of available cash flow to pay interest and principal on existing debt, which will reduce the amount of money available to finance our operations and other business activities; ● our debt level increases our vulnerability to general economic downturns and adverse industry conditions; ● our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general; ● our leverage could place us at a competitive disadvantage compared to our competitors that have less debt; and ● our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, may require us to maintain specified financial ratios and will limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects.

Despite our existing level of indebtedness, we may incur additional indebtedness, which could further exacerbate the risks described above.

Our recurring losses, net working capital, and accumulated deficit resulting from substantial operating losses have raised substantial doubt regarding our ability to continue as a going concern.

We had a net working capital deficit of $9.6 million and an accumulated deficit of $21.8 million resulting from net income incurred during the year ended September 30, 2025 and from substantial losses during prior periods. In addition, we had a net cash outflow of $8.8 million from operating activities during the nine months ended September 30, 2025 and $1.2 million during the nine months ended September 30, 2024, all of which raise substantial doubt about our ability to continue as a going concern. We had a net working capital deficit of $7.8 million and an accumulated deficit of $3.2 million resulting from net income incurred during the year ended December 31, 2024 and from substantial losses during prior periods. In addition, we had a net cash outflow of $2 million from operating activities during the year ended December 31, 2023 and $1.4 million during the year ended December 31, 2024, all of which raise substantial doubt about our ability to continue as a going concern. Although we were nominally profitable during 2024, there is no assurance that we will not continue to generate operating losses and consume significant cash resources for the foreseeable future. Without additional financing, these conditions raise substantial doubt about our ability to continue as a going concern, meaning that we may be unable to continue operations for the foreseeable future or realize assets and discharge liabilities in the ordinary course of operations. If we seek additional financing to fund our business and potential acquisition activities in the future and there remains doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all. If we are unable to obtain sufficient funding, our business, prospects, financial condition, and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and we may receive less than the value at which those assets are carried on our financial statements; accordingly, it is likely that stockholders will lose all or a part of their investment.

We will require substantial additional funding in the future, which may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce, or cease our operations.

Our operations have consumed substantial amounts of cash since our inception. As of December 31, 2024, we had an accumulated deficit of $3.2 million and as of September 30, 2025, we had an accumulated deficit on $21.8 million. We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. Our business will require substantial additional capital for the implementation of our long-term business plan and the development of cybersecurity technology. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the U.S. As we require additional funds, we may seek to fund our operations through the sale of additional equity securities, debt financing, and/or strategic collaboration agreements. We cannot be sure that additional financing from any of these sources will be available when needed or that, if available, the additional financing will be obtained on favorable terms.

If we raise additional funds by selling shares of our Common Stock or other equity-linked securities, the ownership interest of our current stockholders will be diluted. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time. If we raise additional funds through collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, or assets or to grant licenses on terms that may not be acceptable to us. If we raise additional funds through debt financing, we may have to grant a security interest on our assets to the future lenders, our debt service costs may be substantial, and the lenders may have a preferential position in connection with any future bankruptcy or liquidation involving us.

We may issue additional shares of Common Stock or preferred stock under an employee incentive plan, which would dilute the interest of our stockholders.

We may issue a substantial number of additional shares of common or preferred stock under an employee incentive plan. The issuance of additional shares of common or preferred stock:

● may significantly dilute the equity interest of investors; ● may subordinate the rights of holders of Common Stock if preferred stock is issued with rights senior to those afforded our Common Stock; ● could cause a change of control if a substantial number of shares of our Common Stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and ● may adversely affect prevailing market prices for the Common Stock.

Our ability to grow and compete in the future will be adversely affected if adequate capital is not available to us or not available on favorable terms.

We have limited capital resources. To date, we have financed our operations through a mix of equity investments by unaffiliated third parties and bank debt financing and, except in connection with this Offering, we expect to continue to do so in the foreseeable future. Our ability to continue our normal and planned operations, to grow our business, and to compete in the cybersecurity industry will depend on the availability of adequate capital.

WeRecent cannot assure you that we will be able to obtain additional financing from those or other sources when or in the amounts needed, on acceptable terms, or at all. If we raise capital through the sale of equity, or securities convertible into equity, that would result in dilution to our then-existing stockholders, which could be significant depending on the price at which we may be able to sell our securities. If we raise additional capital through the incurrence of additional indebtedness, we would likely become subject to further covenants restricting our business activities, and ~~holders~~ongoing offederal ~~debt instruments would have rights~~ and ~~privileges~~state ~~senior~~government ~~to those of our then~~cost-~~existing stockholders.~~reduction Ininitiatives ~~addition,~~may servicing the interest and principal repayment obligations under debt facilities could divert funds that would otherwise be available to support development of new programs and marketing to current and potential new clients. If we are unable to raise capital when needed or on acceptable terms, we could be forced to delay, reduce, ordemand ~~eliminate~~for ~~certain products or professional service offerings or future marketing efforts, or reduce or discontinue~~ our ~~operations.~~services ~~Any of these events could significantly harm our business, financial condition,~~ and ~~prospects~~disrupt ~~and could cause the value of~~ our ~~Common~~contracting ~~Stock to decline, resulting in a significant or complete loss of your investment~~pipeline.

IfThe wecurrent dofederal ~~not~~administration ~~continue~~has undertaken significant cost-reduction initiatives, including through DOGE, that have resulted in broad-based cuts to ~~innovate~~federal contracts, grants, and ~~offer~~agency ~~solutions~~budgets. These initiatives have directly impacted federal cybersecurity and ~~professional~~IT ~~services~~spending, including ~~that~~the ~~address~~termination of contracts at the ~~dynamic~~Cybersecurity ~~threat~~and ~~landscape~~Infrastructure Security Agency, wereductions in Federal Risk and Authorization Management Program staffing, and disruptions to interagency cybersecurity coordination. Although our contracts are primarily with state and local governments rather than directly with federal agencies, these federal cost-reduction efforts have had, and may ~~not~~continue ~~remain~~to ~~competitive~~have, cascading effects on our business because many of our state and local clients rely on federal pass-through funding. Federal grant programs that historically supported state and local cybersecurity investments have been reduced or placed under review, creating uncertainty for our ~~revenue~~clients and ~~operating~~slowing ~~results~~their ~~could~~procurement ~~suffer~~timelines.

~~Our~~Additionally, ~~success~~approximately ~~will~~half ~~depend,~~of inU.S. ~~part,~~states onhave ~~our~~created ~~ability~~or toproposed ~~develop~~their ~~and~~own ~~implement~~state-level ~~innovative~~efficiency ~~customer~~initiatives ~~solutions~~modeled ~~and~~on ~~professional~~the ~~services~~federal ~~that~~DOGE ~~anticipate~~program. ~~and~~These ~~keep~~state-level ~~pace~~cost-reduction ~~with~~efforts ~~rapid~~could ~~and~~directly ~~continuing~~impact ~~changes~~our inexisting ~~technology,~~contracts ~~industry standards,~~ and ~~client~~our ~~preferences,~~ability asto ~~well~~win asnew ~~continue~~engagements toat ~~attract top~~the ~~talent~~ state and ~~expertise~~local inlevel. ~~order~~We tohave ~~develop~~experienced, ~~innovative solution offerings~~ and ~~professional~~expect ~~services~~we ~~that~~may ~~are~~continue ~~required~~ to ~~keep~~experience, updelays ~~with dynamic industry landscapes. We may not be successful~~ in ~~anticipating~~our orcontracting ~~responding~~backlog attributable to these budget ~~developments in a timely basis~~disruptions, and ~~our offerings~~we ~~may~~can ~~not~~provide beno ~~successful~~assurance inthat ~~the~~these ~~marketplace.~~delayed Incontracts ~~addition,~~will ~~services,~~ultimately ~~solutions,~~convert ~~and~~to ~~technologies~~revenue. ~~developed~~There byis ~~our~~also ~~competitors may~~the ~~make~~risk ~~our~~that ~~service~~government orclients ~~solution~~at ~~offerings~~any ~~uncompetitive~~level ormay ~~obsolete.~~choose ~~Any~~to ofperform ~~these~~cybersecurity ~~circumstances~~and ~~could~~IT ~~have~~services ain-house ~~material~~rather ~~adverse~~than ~~effect~~contracting onwith outside ~~our~~providers ~~ability~~like ~~to obtain and successfully complete important client engagements~~us, which ~~in return~~ would ~~negatively~~further ~~affect~~reduce ~~revenue~~demand ~~and~~for ~~operating results~~our services.

WeThe ~~rely~~competitive onlandscape ~~personnel~~for ~~with~~cybersecurity ~~extensive information-security expertise~~ and ~~the~~IT ~~loss~~services ofis intense, orand ~~our~~if ~~inability~~we todo ~~attract~~not ~~and~~continue ~~retain,~~to ~~qualified~~innovate ~~personnel in~~we ~~the~~may ~~highly~~not remain competitive and ~~labor~~our ~~market~~revenue ~~for~~and ~~such~~operating ~~expertise~~results could ~~harm our business~~suffer.

~~Our~~The ~~future~~market ~~performance~~for ~~depends~~cybersecurity ~~upon~~and ~~our~~IT ~~ability~~services provided to ~~attract~~government ~~and~~clients ~~retain~~is ~~qualified~~highly ~~cybersecurity~~competitive ~~personnel~~and fragmented. ~~The~~We ~~information~~compete ~~technology~~with ~~consulting~~large, ~~and~~well-established ~~cybersecurity~~defense ~~industries~~and ~~have~~IT ~~highly~~contractors, ~~competitive~~each ~~labor~~of ~~markets,~~ which ~~depend~~has onsignificantly ~~technical~~greater ~~expertise~~financial, technical, and ~~experience.~~marketing Inresources, ~~the~~broader name ~~future~~recognition, we ~~may~~and belarger ~~unable~~installed tobases ~~continue~~of togovernment ~~recruit~~contracts and ~~retain talent~~clearances. IfWe wealso ~~cannot~~compete with specialized cybersecurity firms, cloud weservice ~~may~~providers, ~~not~~managed besecurity ~~able~~service toproviders, ~~expand~~and smaller niche contractors. ~~Finally,~~Many of our competitors ~~may~~can offer broader ~~more~~service ~~competitive~~portfolios, ~~compensation~~more ~~packages~~favorable ~~than~~pricing, weand ~~could~~greater ~~afford~~capacity to ~~offer~~absorb the costs of competitive bidding and contract protests.

The cybersecurity landscape is constantly changing with increasing scale, frequency, and organization of attacks, requiring constant improvement and timely innovation. We face the risk that our service offerings may not adequately target our clients’ most-needed solutions, ~~regularly~~may ~~attempt~~not be cost-effective, or may not be easy to ~~benchmark~~adopt and use. If our ~~employee~~competitors ~~and~~introduce ~~contractor~~new ~~compensation~~technologies ~~against~~or ~~compensation~~services ~~paid~~that ~~within~~make our product ~~industry~~ and service offerings less attractive, or if ~~possible, make~~we ~~annual~~are ~~adjustments~~unable to anticipate and respond to changes in the ~~compensation~~threat welandscape ~~pay~~and client requirements in ~~order~~a totimely ~~remain~~manner, our competitive inposition, ~~the~~revenue, ~~market~~and operating results could be materially adversely affected.

InThe ~~order~~government tocontracting ~~attract~~process ~~and~~is ~~retain~~lengthy, ~~the number of employees we need to grow our business~~complex, weand ~~may~~subject ~~need~~ to ~~increase~~protest ~~our~~and ~~compensation levels in the future. This could adversely affect our operating margins~~delay, which, inmakes ~~turn, could negatively affect~~ our ~~financial~~revenue ~~condition~~difficult ~~and~~to ~~operating results~~predict.

IfThe weprocess ~~are~~for ~~unable~~obtaining tonew ~~hire~~government contracts and task orders is frequently protracted, ~~retain~~involving competitive solicitations, ~~train~~multi-step evaluations, and ~~motivate~~best-value ~~qualified~~determinations. ~~personnel~~Contract ~~and~~award ~~senior~~decisions ~~management~~may be delayed by funding uncertainties, ~~our~~changes ~~business~~in ~~could~~agency ~~suffer~~leadership or priorities, or procurement policy changes. Protests by unsuccessful bidders can delay the start of work by months or result in re-competition of the contract entirely. We may spend considerable cost and management time preparing bids and proposals for contracts that we do not win.

~~Our~~Government ~~future~~contracts ~~success~~are ~~largely~~also ~~depends~~frequently ~~upon~~structured ~~the~~as ~~continued~~indefinite ~~contribution,~~delivery/indefinite ~~attraction,~~quantity ~~and~~(“IDIQ”) ~~retention~~contracts, ofGeneral ~~our senior management and other qualified~~Services ~~personnel.~~Administration IfSchedule ~~one~~(“GSA”) orcontracts, ~~more of our executive officers are unable~~ or ~~unwilling~~blanket topurchase ~~continue~~agreements, inunder ~~their~~which ~~present~~the ~~positions,~~government weis ~~may~~ not beobligated ~~able~~ to order ~~replace~~any ~~them~~minimum ~~readily,~~amount ifof ~~at all~~services. ~~Additionally,~~We webelieve ~~may~~our ~~incur~~position ~~additional~~as ~~expenses~~a toprime ~~recruit~~contractor ~~and~~under ~~retain~~GSA ~~new~~Schedule ~~executive~~contracts ~~officers.~~and Ifother ~~any~~IDIQ contracts ofis ~~our~~important ~~executive~~to ~~officers~~our ~~joins~~ability ato ~~competitor~~sell orour ~~forms a competing company~~services, webut ~~may~~these ~~lose~~vehicles ~~some~~require orus ~~all~~to ofcompete ~~our~~for ~~customers.~~each ~~Finally,~~individual wetask doorder ~~not~~rather than ~~maintain~~having ~~“key~~a ~~person”~~predictable ~~life~~stream ~~insurance~~of onactivity. ~~any~~As ofa result, our ~~executive~~contracted ~~officers.~~backlog ~~Because~~may ofnot ~~these~~be ~~factors,~~a ~~the~~reliable ~~loss~~indicator of ~~the~~future ~~services~~revenue. We also ofexperience ~~any~~seasonality ofin ~~these~~our ~~key~~revenue, ~~persons~~as ~~could~~government ~~adversely~~procurement ~~affect~~cycles ~~our~~tend ~~business,~~to ~~financial~~accelerate ~~condition,~~near ~~and~~the ~~results~~end of ~~operations~~fiscal years, ~~and~~which ~~thereby~~can ~~an investment~~cause inquarter-to-quarter ~~our Common Stock~~fluctuations.

We must continually enhance our training, existing solutions and technology tools and develop or acquire new solutions and tools, or we will lose clients and our competitive position will suffer.

The cybersecurity landscape is constantly changing with increasing scale, frequency, and organization of attacks. Thus, there is a high need for constant improvement and updates in our existing solutions and technologies. We face the risks of our services offerings not being adequately competitive, including not being able to: (i) accurately target our clients’ and prospective clients’ most-needed solutions (ii) be cost-effective for our clients and prospective clients, and (iii) be easy to use.

If we do not meet our clients’ and prospective clients’ expectations, or adequately mitigate these risks, we risk losing our competitive position and clients, which, in turn, will decrease our operating profits, revenue, and net income.

We face intense competition in the cybersecurity industry, especially from larger, well-established companies.

We face significant competition from other cybersecurity companies, especially those companies who are considered the larger and more established entities. Relative to us, many of these companies have significantly greater financial, technical, marketing, and other resources, longer operating histories, more well-established brand names and business user recognition, larger customer bases, larger and more mature intellectual property portfolios, and more diverse strategic plans and service offerings. Intense competition from these traditional and new cybersecurity companies has led to declining prices and margins for many cybersecurity services, and we expect this trend to continue as competition intensifies in the future. Any decrease in our pricing or margins, could significantly harm our business, financial condition, and results of operations, resulting in a significant or complete loss of your investment.

~~Further,~~Our ~~decreasing~~government ~~prices~~contracts ~~for~~are ~~such~~subject ~~professional services due~~ to ~~high~~audit, ~~number of entrants has somewhat diminished the competitive advantage that we have enjoyed as a result of our service pricing. If our competitors implement a similar business model~~investigation, ~~then our competitive position in the market might be diluted. Should this happen~~modification, ~~our ability to acquire~~ and ~~keep~~termination ~~customers~~by would be impaired. Our competitors may also introduce new technologies or services that could make our product offerings and professional services less attractive to our customers or potential customers. The inability to maintain or improve our competitive standing within the ~~cybersecurity~~government, ~~industry~~which could ~~materially adversely~~result ~~affect~~in ~~our business~~adverse findings, ~~prospects,~~reduced ~~financial condition~~revenue, ~~and~~or ~~results~~other ~~of operations~~penalties.

~~For~~Government ~~all~~contracts ofare ~~these~~subject ~~reasons~~to oversight, weincluding ~~may~~audits ~~not~~by begovernment ~~able~~auditors toand ~~compete~~investigators. ~~successfully~~Government ~~against~~agencies ~~our~~have ~~current~~the unilateral right to modify, curtail, or ~~future~~terminate ~~competitors~~our contracts, either for convenience or ~~may~~for because. ~~required~~If toa ~~expend~~contract is terminated for convenience, ~~significant~~we ~~resources~~generally incan ~~order~~recover toonly ~~remain~~costs ~~competitive.~~incurred Ifand ~~our~~a ~~competitors~~reasonable ~~are~~profit ~~more~~on ~~successful~~work ~~than~~already usperformed, inbut ~~developing~~may ~~new~~not ~~product~~recover ~~and~~anticipated ~~service~~profits ~~offerings~~on orunperformed inwork. ~~attracting~~If ~~and~~a ~~retaining~~contract ~~customers,~~is ~~our~~terminated ~~business~~for cause, ~~financial~~we ~~condition~~may be required to pay the government for the cost of re-procuring the services, and ~~results~~a oftermination ~~operations~~for cause could beharm ~~adversely~~our ~~affected~~reputation and ability to win future contracts.

IfAs ~~our~~a ~~products~~government orcontractor, ~~professional~~we ~~services~~are ~~fail~~subject to ~~detect~~various ~~vulnerabilities~~laws orand ~~identify~~regulations governing the formation, administration, and ~~respond~~performance toof ~~cybersecurity~~government contracts, ~~incidents~~including the Federal Acquisition Regulation and its state and local equivalents. Violations of these requirements, including the False Claims Act, could result in civil or ifcriminal ~~our~~penalties, ~~products contain~~treble ~~undetected~~damages, ~~errors~~contract suspension or ~~defects~~debarment, or other remedies that would materially harm our ~~brand~~business and reputation. ~~could~~The beDepartment ~~harmed~~of Justice’s Civil Cyber-Fraud Initiative has increased the risk that government contractors may face False Claims Act liability related to cybersecurity compliance, which ~~could~~is ~~have~~particularly anrelevant given ~~adverse~~that ~~effect~~cybersecurity oncompliance ~~our~~is ~~business~~itself ~~and results~~a core component of ~~operations~~our service offerings.

If our products or professional services fail to detect vulnerabilities in our customers’ cybersecurity infrastructure, or if our products or professional services fail to identify and respond to new and increasingly complex methods of cyber-attacks, our business and reputation may suffer. There is no guarantee that our products or professional services will detect all vulnerabilities, especially in light of the rapidly changing security landscape to which we must respond. Additionally, our products may falsely detect vulnerabilities or threats that do not actually exist.

Our products may also contain undetected errors or defects. Any errors, defects, disruptions in service, or other performance problems with our products may damage our customers’ businesses and could hurt our reputation. If our products or professional services fail to detect vulnerabilities for any reason, we may incur significant costs, the attention of our key personnel could be diverted, our customers may delay or withhold payment to us or elect not to renew or other significant customer relations problems may arise. We may also be subject to liability claims for damages related to errors or defects in our products. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our products may harm our business and operating results.

Many federal, state, and foreign governments have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, and any association of us with such publicity may cause our customers to lose confidence in the effectiveness of our security solutions. An actual or perceived security breach or theft of the sensitive data of one of our customers, regardless of whether the breach is attributable to the failure of our products or professional services, could adversely affect the market’s perception of our offerings and subject us to legal claims.

We have recently acquired multiple businesses. Successful acquisitions and integration of additional businesses that provide comparable or complementary services drives our growth strategy. Our ability to grow is limited if we fail to identify and consummate acquisitions.

We have completed the acquisition of certain complementary businesses, and we intend to consider additional potential strategic transactions, which could involve acquisitions of businesses or assets, joint ventures, or investments in businesses or technologies that expand, complement, or otherwise relate to our business. We may also consider, from time to time, opportunities to engage in joint ventures or other business collaborations with third parties. Should our relationships fail to materialize into significant agreements, or should we fail to work efficiently with these companies, we may lose sales and marketing opportunities and our business, results of operations, and financial condition could be adversely affected.

Any business acquisition creates risks such as, among others: (i) the need to integrate and manage the businesses acquired with our own business; (ii) additional demands on our resources, systems, procedures, and controls; (iii) disruption of our ongoing business; and (iv) diversion of management’s attention from other business concerns. Moreover, these transactions could involve: (i) substantial investment of funds or financings by issuance of debt or equity securities; (ii) substantial investment with respect to technology transfers and operational integration; and (iii) the acquisition or disposition of lines of businesses. Also, such activities could result in one-time charges and expenses and have the potential to either dilute the interests of our existing stockholders or result in the issuance of, or assumption of debt. Such acquisitions, investments, joint ventures, or other business collaborations may involve significant commitments of financial and other resources. Any such activities may not be successful in generating revenue, income, or other returns, and any resources we committed to such activities will not be available to us for other purposes. Moreover, if we are unable to access the capital markets on acceptable terms or at all, we may not be able to consummate acquisitions, or may have to do so on the basis of a less than optimal capital structure. Our inability to take advantage of growth opportunities or address risks associated with acquisitions or investments in businesses may negatively affect our operating results.

Additionally, any impairment of goodwill or other intangible assets acquired in an acquisition or in an investment, or charges to earnings associated with any acquisition or investment activity, may materially reduce our earnings. Future acquisitions or joint ventures may not result in their anticipated benefits and we may not be able to properly integrate acquired technologies or businesses with our existing operations or successfully combine personnel and cultures. Failure to do so could deprive us of the intended benefits of those acquisitions.

We intend to grow our client base significantly through acquisitions of other service providers. If we fail to retain existing clients and attract new clients through acquisitions, we may never achieve profitability.

Through acquisition of other service providers, we will inherit an increasingly larger client base, which creates cross-selling and up-selling opportunities. We need high-quality service and exemplary client management to retain and grow our client base. We also plan to launch sales and marketing efforts, and if our marketing efforts do not materialize, we may lose existing clients or fail to obtain new clients. Our inability to grow sales as we expand in operations may result in continuing losses, and we may not be profitable for an extended period of time. In addition, even if we are able to make future acquisitions, we will incur additional costs to consummate them, which may result in a shortage in our capital resources. We may also incur difficulties in integrating new businesses with our current operations.

Our business strategy may impose limitations in our ability to accurately forecast future revenue and operating results.

Our operating results are dependent on a variety of factors, including purchasing patterns of our clients, competitive pricing, debt servicing, and general economic trends. Our revenue and operating results may fluctuate if our sales targets are not met, new service offerings receive poor client response, or client acquisition costs increase due to competition. In addition ~~to these factors~~, our acquisition strategy may impose additional risks to the predictability of our operating results., ~~Revenue~~as revenue streams may be volatile due to the uncertainty in identifying attractive acquisition candidates and our ability to consummate new acquisitions. Unexpected expenses may be incurred during due diligence and post-acquisition. We intend to manage risk carefully with the acquisitions; however, there can be no assurance that we will be able to identity and consummate acquisitions that improve our results of operations.

AsRisks aRelated ~~cybersecurity~~to ~~provider,~~Securities weMarkets ~~are a target of cyber-attacks~~ and ~~other~~Investments ~~cyber~~in ~~risks~~Our ~~that~~Common ~~could adversely impact our reputation and operating results.~~Stock

AsThere acan ~~cybersecurity provider, we have been and will likely~~ be ano ~~target~~assurance ~~of cyber-attacks designed to impede the performance of our products, penetrate our network security, or~~ that of our ~~customers,~~securities ~~misappropriate~~will ~~proprietary~~continue ~~information and/or cause interruptions~~ to ~~our~~be ~~services. If~~listed ~~our~~on ~~systems~~Nasdaq ~~are~~in breached as a result of third-party action, employee error or misconduct, attackers could learn critical information about how our products operate to help protect our customers’ infrastructures from cyber risk, thereby making our customers more vulnerable to cyber-attacks. In addition, if actual or perceived breaches of our network security occur, they could adversely affect the market perception of our products, negatively affecting our reputation, and may expose us to the loss of our proprietary information or information belonging to our customers, investigations or litigation and possible liability, including injunctive relief and monetary damagesfuture. Such security breaches could also divert the efforts of our key personnel. In addition, such security breaches could impair our ability to operate our business and provide products and services to our customers. If this happens, our reputation could be harmed, our revenue could decline and our business could suffer.

~~Additionally,~~Our weCommon ~~cannot~~Stock beis ~~certain~~listed ~~that~~on ~~our~~The ~~insurance~~Nasdaq ~~coverage~~Global ~~will~~Market beand ~~adequate~~our ~~for~~warrants ~~data~~are ~~security~~listed ~~liabilities~~on ~~actually~~The ~~incurred,~~Nasdaq ~~will~~Capital ~~cover~~Market. ~~any~~We ~~indemnification claims~~have ~~against us relating to any incident~~received, ~~that~~and ~~insurance will~~ may continue to ~~be available to us on economically reasonable terms~~receive, ordeficiency ~~at all,~~notices orfrom ~~that~~Nasdaq ~~any~~related ~~insurer~~to ~~will~~our ~~not~~failure ~~deny coverage as~~ to ~~any~~timely ~~future~~file ~~claim.~~periodic ~~The~~reports ~~successful~~with ~~assertion~~the ofSEC ~~one~~and orto ~~more~~meet ~~large claims against~~minimum usbid ~~that~~price, ~~exceed~~market ~~available~~value ~~insurance~~of ~~coverage~~listed securities, orand ~~the~~market ~~occurrence~~value of ~~changes~~publicly inheld ~~our~~shares ~~insurance~~requirements. ~~policies,~~Although ~~including~~we ~~premium~~are ~~increases~~working orto ~~the~~regain ~~imposition~~compliance ofwith ~~large~~all ~~deductible~~applicable orNasdaq ~~co-insurance~~listing ~~requirements~~rules, ~~could~~there ~~have~~is ano ~~material~~guarantee ~~adverse~~that ~~effect~~we onwill ~~our~~be ~~business,~~able ~~including~~to ~~our~~do ~~financial condition,~~so ~~operating~~within ~~results,~~the ~~and~~required ~~reputation~~time periods or at all.

~~The~~If ~~loss~~our ofCommon Stock were to be delisted from Nasdaq and become quoted on the over-the-counter market, orand aif ~~significant~~the ~~reduction~~trading price were below $5.00 per share at the time of delisting, trading in ~~purchases~~our Common Stock would be subject to certain rules promulgated under the Exchange Act that require additional disclosure by ~~any~~broker-dealers in connection with trades involving “penny stocks” and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. These additional requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our ~~larger~~Common ~~clients~~Stock . Delisting could ~~adversely~~also ~~affect~~impair our ~~business~~reputation with government clients and partners, who may view our continued listing status as an indicator of financial ~~results~~stability and corporate governance quality, and could trigger defaults or other adverse consequences under our financing agreements.

~~Currently,~~If we ~~are~~fail ~~dependent~~to oncomply awith ~~few~~the ~~clients~~continued ~~for~~minimum aclosing ~~large~~bid ~~portion~~requirements of ~~our~~the ~~revenue.~~Nasdaq IfGlobal weMarket ~~fail to provide professional services to these clients on a timely basis~~ or ~~fail~~other torequirements ~~meet~~for ~~their performance expectations~~continued listing, ~~including~~our ~~the~~Common ~~failure~~Stock tomay ~~enhance,~~be ~~maintain,~~delisted ~~upgrade, or improve our products~~ and ~~professional~~the ~~services,~~price ~~we may lose some~~ of our ~~clients~~common ~~that~~stock ~~generate~~and ~~a significant amount of~~ our ~~revenue.~~ability ~~If this were~~ to ~~happen, we~~access ~~would need to acquire several smaller clients or another large client to replace~~ the ~~lost~~capital ~~revenue,~~markets ascould ~~to which acquisitions there can~~ be ~~no assurance~~negatively impacted.

~~Any~~Our ~~loss~~Common ofStock is listed for trading on the Nasdaq Global Market. We must satisfy Nasdaq continued listing requirements, including, among other things, a ~~significant~~minimum ~~customer~~closing ~~could~~bid ~~increase~~price ~~our~~requirement of $1.00 per~~-client~~ ~~costs,~~share ~~decrease~~for ~~our~~30 ~~operating~~consecutive ~~efficiencies,~~business ~~and~~days. ~~have~~If a ~~material~~company’s ~~adverse~~Common ~~effect~~Stock ontrades ~~our~~for 30 consecutive business, ~~results~~days ofbelow ~~operations~~the $1.00 minimum closing bid price requirement, ~~and~~Nasdaq ~~financial~~will ~~condition.~~send ~~There~~a ~~can~~deficiency benotice to noit, ~~assurance~~advising that weit ~~can~~has ~~easily~~been ~~mitigate~~afforded ~~the~~a ~~potential loss~~“compliance period” of ~~any~~180 ofcalendar ~~our~~days ~~larger~~to ~~clients~~regain compliance with the applicable requirements. Thereafter, if atsuch ~~all~~a company does not regain compliance with the bid price requirement, a second 180-day compliance period may be available.

Despite the implementation of a reverse stock split in October 2025, and the regained compliance with the Bid Price Rule, there is a risk that our shares of Common Stock may trade below $1.00 in the future and we could be delisted from Nasdaq, which would adversely impact liquidity of our shares of Common Stock, potentially result in even lower bid prices for our shares of Common Stock, and make it more difficult for us to obtain financing through the sale of our shares of Common Stock. The last date that our Common Stock traded above $1.00 was May 22, 2026.

Following reverse stock splits, the resulting market price of our Common Stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our Common Stock may not improve.

Although we believe that a higher market price of our Common Stock may help generate greater or broader investor interest, there can be no assurance that reverse stock splits will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our Common Stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our Common Stock may not necessarily improve.

A “short squeeze” due to a sudden increase in demand for shares of our Common Stock that largely exceeds supply and/or focused investor trading in anticipation of a potential short squeeze have led to, and may lead to, extreme price volatility in the price of our Common Stock.

Investors may purchase shares of our Common Stock to hedge existing exposure or to speculate on the price of our Common Stock. Speculation on the price of our Common Stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our Common Stock available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase shares of our Common Stock for delivery to lenders of our Common Stock. Those repurchases may, in turn, dramatically increase the price of shares of our Common Stock until additional shares of our Common Stock are available for trading or borrowing. This is often referred to as a “short squeeze.” With the recent substantial increase in volume of our shares being traded and trading price, the proportion of our Common Stock that may be traded in the future by short sellers may increase the likelihood that our Common Stock will be the target of a short squeeze. A short squeeze and/or focused investor trading in anticipation of a short squeeze have led to, may be currently leading to, and could again lead to volatile price movements in shares of our Common Stock that may be unrelated or disproportionate to our financial performance or prospects and, once investors purchase the shares of our Common Stock necessary to cover their short positions, or if investors no longer believe a short squeeze is viable, the price of our Common Stock may rapidly decline. Investors that purchase shares of our Common Stock during a short squeeze may lose a significant portion of their investment. Under the circumstances, we caution you against investing in our Common Stock, unless you are prepared to incur the risk of losing all or a substantial portion of your investment.

Our Common Stock price may be volatile and as a result you could lose all or part of your investment.

Since our Common Stock began trading on Nasdaq following our de-SPAC transaction with Western, our stock price has experienced substantial volatility and significant decline. Our stock price may continue to fluctuate significantly in response to a variety of factors, many of which are beyond our control, including: the inability to maintain the listing of our securities on Nasdaq; the inability to recognize the anticipated benefits of the de-SPAC transaction; decline in demand for, or the sale of a substantial number of, our shares of Common Stock; risks relating to the uncertainty of our projected financial information and downward revisions in analysts’ estimates; technological innovations by competitors; changes in applicable laws or regulations; general economic trends; and broad market and industry factors unrelated or disproportionate to our operating performance. The thin trading volume in our shares may exacerbate price volatility and limit investors’ ability to buy or sell shares at desired prices.

~~The~~Volatility ~~failure of Congress to approve appropriations bills~~ in athe ~~timely~~price ~~manner~~of ~~for~~our ~~the~~Common ~~Federal~~Stock ~~government~~may ~~agencies~~subject ~~and~~us ~~departments~~to wesecurities ~~support~~litigation, or ~~the~~which ~~failure~~could ofcause ~~the~~us ~~Administration and Congress~~ to ~~reach~~incur ansignificant ~~agreement on fiscal issues~~expense, ~~could~~hinder ~~delay and reduce spending, cause us to~~execution ~~lose~~of ~~revenue~~business and ~~profit,~~growth strategy and ~~affect~~impact our ~~cash~~stock ~~flow~~price.

OnIn ~~an annual basis, Congress is required to approve appropriations bills that govern spending by each of~~ the ~~Federal government agencies and departments we support. When Congress is~~past, orplaintiffs ~~Congress~~have ~~and~~often ~~the~~initiated ~~Administration~~securities ~~are,~~class ~~unable~~action tolitigation ~~agree~~against ~~on budget priorities and, thus, unable to pass annual appropriations bills on~~ a ~~timely~~company ~~basis,~~following ~~Congress~~periods ~~typically~~of ~~enacts~~volatility ain ~~continuing resolution. Continuing resolutions generally allow Federal government agencies and departments to operate at spending levels based on~~ the ~~previous fiscal year. When agencies~~ ~~and~~market ~~departments~~price ~~operate on the basis~~ of aits ~~continuing~~securities. ~~resolution~~Stockholder activism, ~~funding~~which wecould ~~expect~~take tomany ~~receive~~forms ~~from clients for work we are already performing and for new initiatives may be delayed~~ or ~~cancelled.~~arise ~~Congress~~in ~~and the Administration have from time to time failed to agree on~~ a ~~continuing resolution,~~variety ~~resulting in temporary shutdowns~~ of ~~non-essential~~situations, ~~Federal~~has ~~government~~been ~~functions and our work on such functions~~increasing recently. ~~Such~~We ~~shutdowns~~ may ~~result~~ in ~~delayed~~the ~~payments~~future tobe ~~us and/or~~ the ~~delay~~target of ~~certain~~similar ~~programs~~litigation ~~and~~or ~~projects for which we were engaged~~activism. ~~Thus,~~Securities ~~the~~litigation ~~failure~~could ~~by Congress and the Administration to enact appropriations bills in a timely manner can~~ result in ~~the~~substantial ~~loss~~costs and ofliabilities ~~revenue~~ and ~~profit~~could ~~when~~divert ~~Federal government~~management’s ~~agencies~~attention and ~~departments~~resources ~~are~~regardless ~~required to cancel or change existing or new initiatives or the deferral~~ of ~~revenue and profit to later periods due to shutdowns or delays in implementing existing or new initiatives. There is also~~ the ~~possibility that Congress will fail to raise the U~~outcome.S. ~~debt ceiling~~Additionally, ~~when~~such ~~necessary. This can also result in Federal government shutdowns. The delayed funding or~~securities ~~shutdown~~litigation ofand ~~many~~stockholder ~~parts~~activism ofcould ~~the~~adversely ~~Federal~~affect ~~government,~~our ~~including~~relationships ~~agencies,~~with ~~departments,~~service ~~programs,~~providers and ~~projects~~make weit ~~support,~~more ~~could~~difficult ~~have~~to ~~a substantial~~attract ~~negative effect on our revenue, profits,~~ and ~~cash~~retain ~~flow~~qualified personnel.

~~Substantially~~Potential ~~all~~future ofsales ~~our~~pursuant ~~revenue~~to isregistration ~~generated~~rights ~~from~~and ~~contracts~~under ~~with~~Rule ~~Federal~~144 ~~governmental~~may ~~clients~~depress the market price for our shares of Common Stock.

We ~~derived~~have ~~substantially~~granted ~~all~~a number of our ~~revenue~~stockholders inregistration ~~2024~~rights ~~and as of September 30, 2025 from contracts~~ with ~~Federal~~respect ~~government clients. Selling~~ to ~~government~~their ~~entities~~shares ~~can~~of beCommon ~~highly~~Stock. ~~competitive,~~Such ~~expensive~~future ~~and~~sales ~~time~~by ~~consuming,~~our existing ~~and~~stockholders ~~often~~pursuant ~~requires~~to ~~significant upfront time and expense without~~ any ~~assurance~~registration ~~that~~statement, weas ~~will~~well ~~win~~as asales ~~sale. Further expenditures~~ by ~~our~~stockholders ~~Federal~~eligible ~~government~~to ~~clients~~sell ~~may~~under beRule ~~restricted~~144 ~~or reduced by~~under ~~Administration~~the orSecurities ~~congressional actions~~Act, bymay ~~action~~have ofa ~~the~~depressive ~~Office~~effect ofon ~~Management~~the ~~and~~market ~~Budget,~~price ~~by action~~ of ~~individual~~our ~~agencies or departments, or by other actions~~shares. ~~Accordingly,~~A wesignificant ~~expect~~number ~~that, due to changing government budgeting and spending priorities and related disputes among Congress and the Administration, some~~ of our ~~government~~currently ~~clients~~outstanding shares inheld ~~the~~by ~~future~~existing ~~may~~stockholders, ~~delay~~including ~~payments due to us~~officers, ~~may eventually fail to pay what they owe us~~directors, and~~/or~~ ~~may~~principal ~~delay certain programs and projects. For some government clients~~stockholders, weare ~~may~~currently ~~face~~or awill ~~difficult~~become ~~choice: turn down~~eligible ~~(or~~for ~~stop)~~resale, ~~work~~and ~~due to budget uncertainty with~~ the ~~risk~~possible sale of ~~damaging~~these ashares ~~valuable~~could ~~client~~further ~~relationship~~depress ~~or perform work with~~ the ~~risk~~price of ~~not being~~our ~~paid~~shares in athe ~~timely~~applicable ~~fashion~~trading ~~or perhaps at all~~marketplace. Congressional elections could also affect spending priorities and budgets at all levels of government. In addition, increased deficits and debt at all levels of government, may lead to reduced spending by agencies and departments on projects or programs we support.

~~Government~~Future ~~entities~~offerings ~~also have heightened sensitivity surrounding the purchase~~ of ~~cybersecurity~~debt ~~solutions~~or ~~due~~preferred toequity ~~the~~securities ~~critical~~could ~~importance~~adversely ofaffect ~~their IT infrastructures,~~ the ~~nature~~market ofprice ~~the information contained within those infrastructures and the fact that they are highly visible targets for cyber-attacks. Accordingly, increasing sales~~ of our ~~products~~Common ~~and professional services to government entities may be challenging~~Stock.

~~Further,~~In in the ~~course~~future, ofwe ~~providing~~may attempt to increase our ~~products~~capital ~~and~~resources ~~professional~~by ~~services~~making toadditional ~~government~~offerings ~~entities~~of debt or preferred equity securities. Upon liquidation, holders of our ~~employees~~debt securities and ~~those~~shares of ~~our~~preferred ~~channel~~stock ~~partners~~and lenders with respect to other borrowings would receive ~~may~~distributions beof ~~exposed~~our available assets prior to ~~sensitive~~the ~~government~~holders ~~information~~of our Common Stock. Any ~~failure~~preferred bystock uswe may issue could have a preference on liquidating distributions or ~~our~~distribution ~~channel~~payments ~~partners~~that could limit our ability to ~~safeguard~~make ~~and~~distributions ~~maintain~~to ~~the~~Common ~~confidentiality~~Stockholders. Since ofour ~~such~~decision ~~information~~to ~~could~~issue ~~subject~~securities usin toany ~~liability~~future ~~and~~offering ~~reputational~~will ~~harm,~~depend ~~which~~on ~~could~~market ~~materially~~conditions and ~~adversely~~other ~~affect~~factors beyond our ~~results~~control, ofwe ~~operations~~cannot predict the amount, timing or nature of our future offerings, and ~~financial~~our ~~performance~~stockholders bear the risk that future offerings may reduce the market price of our Common Stock.

~~Our~~You ~~reliance~~may onexperience ~~U.S.~~immediate ~~General~~and ~~Services~~substantial ~~Administration~~dilution ~~Multiple~~as ~~Award~~a ~~Schedule~~result ~~(“GSA~~of ~~Schedule”)~~an ~~contracts~~offering ~~and~~by ~~other~~us ~~Indefinite Delivery/Indefinite~~and ~~Quantity~~any ~~(“IDIQ”)~~future ~~contracts~~offering ~~creates~~and ~~the~~may ~~risk~~experience ofadditional dilution ~~volatility~~ in ~~our~~the ~~revenue and profit levels~~future.

We believe that one of the elements of our success is our position as a prime contractor under GSA Schedule contracts and other IDIQ contracts, and we believe this position is important to our ability to sell our services to Federal government clients. However, these contract vehicles require us to compete for each delivery order and task order, rather than having a more predictable stream of activity during the term of a multi-year contract. In addition, we may spend considerable cost and management time and effort to prepare bids and proposals for contracts, delivery orders, or task orders that we may not win. There can be no assurance that we will continue to obtain revenue from such contracts at current levels, or in any amount, in the future. To the extent that Federal government agencies and departments choose to employ GSA Schedule contracts and other IDIQ contracts encompassing activities for which we are not able to compete or provide services, we could lose business, which would negatively affect our revenue and profitability.

Future acquisitions could disrupt our business and harm our financial condition and operating results.

To remain competitive, we have in the past and may in the future seek to acquire additional businesses, products, or technologies. The environment for acquisitions in our industry is very competitive and acquisition candidate purchase prices will likely exceed what we would prefer to pay. We also may not find suitable acquisition candidates, and acquisitions we complete may be unsuccessful.

Achieving the anticipated benefits of future acquisitions will depend in part upon whether we can integrate acquired operations, products and technology in a timely and cost-effective manner and successfully market and sell these as new product offerings, or as new features within our existing offerings. The acquisition and integration processes are complex, expensive, and time consuming, and may cause an interruption of, or loss of momentum in, product development, sales activities, and operations. If we are unable to effectively execute or integrate acquisitions, our business, financial condition, and operating results could be adversely affected.

In addition, we may only be able to conduct limited due diligence on an acquired company’s operations or may discover that the products or technology acquired were not as capable as we thought based upon the initial or limited due diligence. Following an acquisition, we may be subject to unforeseen liabilities arising from an acquired company’s past or present operations and these liabilities may be greater than the warranty and indemnity limitations that we negotiate. Any unforeseen liability that is greater than these warranty and indemnity limitations could have a negative impact on our financial condition.

Our strategic partnerships expose us to a range of business risks and uncertainties that could have a material adverse impact on our business and financial results.

We and our subsidiaries have entered, and intend to continue to enter, into strategic partnerships with third parties to support our future growth plans. We cannot provide any assurance that we will be able to continue to enter into additional strategic partnerships. Strategic partnerships require significant coordination between the parties involved, particularly if a partner requires that we integrate its products with our products. Further, we have invested and will continue to invest significant time, money, and resources to establish and maintain relationships with our strategic partners, but we have no assurance that any particular relationship will continue for any specific period of time, result in new offerings that we can effectively commercialize, or result in enhancements to our existing offerings.

We depend on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results, and financial condition.

Our future performance depends on the continued services and contributions of our senior management and other key employees to execute on our business plan and to identify and pursue new opportunities and product innovations. From time to time, there may be changes in our senior management team resulting from the termination or departure of our executive officers and key employees. The loss of the services of our senior management or other key employees, including Emmit McHenry, for any reason could significantly delay or prevent the achievement of our development and strategic objectives and harm our business, financial condition, and results of operations.

Accusations against us by third parties of infringement or other violations of their intellectual property rights, regardless of the accuracy of these assertions, could result in significant costs and harm our business and operating results.

We cannot ensure that our professional services and solutions, or the third-party solutions that we offer to our clients, do not infringe on the intellectual property rights of third parties and, in the future, we may have infringement claims asserted against us or against our clients. These claims could harm our reputation, require us to incur significant expenses and monetary liability, and prevent us from offering some of our current professional services or solutions. Legal challenges to our intellectual property rights and claims of intellectual property infringement by third parties could require that we enter into royalty or licensing agreements on less-than-favorable terms. Even if we believe any such challenges or claims are without merit, they can be time-consuming and costly to defend, injure our reputation, and divert management’s attention and resources away from our business. We may need to change our business practices if any of these events were to occur, which may limit our ability to compete effectively and could have an adverse effect on our results of operations.

We depend on unaffiliated third-party software in order to provide our solutions and professional services and support our operations.

Significant portions of our services and operations rely on software that is licensed from third-party vendors. The fees associated with these license agreements could increase in future periods, resulting in increased operating expenses. If there are significant changes to the terms and conditions of our license agreements, or if we are unable to renew these license agreements, we may be required to make changes to our vendors or information technology systems. These changes could impact the solutions and services we provide to our clients or the processes we have in place to support our operations, which could have an adverse effect on our business.

Any material weakness in our internal controls could adversely affect our business and could impair our ability to produce accurate and timely financial statements.

In the future, under Section 404 of the SOX Act, we will be required to furnish a report by our management on internal control over financial reporting. This report must contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by our management.

We identify material weakness in our internal controls, which could affect our ability to provide reliable financial statements and our business decision-making process, could harm our business and operating results, cause investors to lose confidence in our reported financial information, cause the market price of our securities to decrease and harm our ability to obtain additional financing, especially additional financing on favorable terms, could be adversely affected. In addition, failure to maintain effective internal control over financial reporting could result in investigations or sanctions by regulatory authorities. For a description of our material weaknesses, please see “Item 9A. Controls and Procedures” of our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 17, 2025.

When and if we are a “large accelerated filer” or an “accelerated filer” and are no longer an “emerging growth company” or “smaller reporting company,” each as defined in the Exchange Act, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting. However, for so long as we remain an emerging growth company or smaller reporting company, we intend to take advantage of an exemption available to emerging growth companies and smaller reporting companies from these auditor attestation requirements.

The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. To comply with the requirements of being a reporting company under the Exchange Act, we will need to upgrade our systems including information technology; implement additional financial and management controls, reporting systems, and procedures; and hire additional accounting and finance staff. If we or, if required, our auditors are unable to conclude that our internal control over financial reporting is effective, investors may lose confidence in our financial reporting, and the trading price of our Common Stock may decline.

We may not be able to manage our growth effectively or improve our operational, financial, and management information systems, which would impair our results of operations.

In the near term, we intend to expand the scope of our operational activities significantly. If we are successful in executing our business plan, we will experience growth in our business that could place a significant strain on our business operations, finances, management, and other resources. The factors that may place strain on our resources include, but are not limited to, the following:

● the need for continued development of our financial and information management systems; ● the need to manage strategic relationships and agreements with manufacturers, customers, and partners; and ● difficulties in hiring and retaining skilled management, technical, and other personnel necessary to support and manage our business.

Additionally, our strategy envisions a period of rapid growth that may impose a significant burden on our administrative and operational resources. Our ability to manage growth effectively will require us to expand the capabilities of our administrative and operational resources substantially and to attract, train, manage, and retain qualified management and other personnel. There can be no assurance that we will be successful in recruiting and retaining new employees or retaining existing employees.

We cannot provide assurances that our management will be able to manage this growth effectively. Our failure to manage growth successfully could result in our sales not increasing commensurately with capital investments, if at all, or otherwise materially adversely affecting our business, financial condition, or results of operations.

We may issue additional shares of our Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of our Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under the Equity Incentive Plan, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of our Common Stock or other equity securities of equal or senior rank could have the following effects:

● your proportionate ownership interest in our Company may decrease; ● the relative voting strength of each previously outstanding share of Common Stock may be diminished; or ● the market price of our shares of Common Stock may decline.

You will experience immediate and substantial dilution as a result of this offering and any future offering and may experience additional dilution in the future.

In the future, your percentage ownership in our company may be diluted because of equity issuances for warrant exercises, conversion of promissory notes, acquisitions, strategic investments, capital market transactions, or otherwise, including equity compensation awards that we grant to our directors, officers and employees. The issuance and resale of additional shares of Common Stock or other securities in any future registration statement may cause substantial dilution of your ownership interest in our securities.

The future issuance of any such additional shares of Common Stock may create downward pressure on the trading price of our Common Stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of our Common Stock are currently traded at such time.

IfRisks weRelated ~~are unable continually~~ to ~~add~~Operating ~~new~~as ~~customer~~a ~~offerings,~~Public ~~innovate, and increase efficiencies, our ability to attract new customers may be adversely affected.~~Company

InOur ~~the~~historical ~~area~~management ofteam ~~innovation,~~has welimited ~~must~~experience bemanaging ~~able~~a topublic ~~add new solutions and professional service offerings and adopt sales incentives and policies that appeal to our customers and prospective customers. This depends~~company, ~~in part, on the creative~~ and ~~marketing~~we ~~skills of our personnel and on our ability to appeal to both customers and manufacturers. We~~ may ~~not~~incur besignificantly ~~successful~~increased incosts ~~the~~as ~~development,~~a ~~introduction, marketing~~result ~~and sourcing~~ of ~~new~~operating ~~products~~as ora ~~sales~~public policies that satisfy customer needs, achieve market acceptance, or generate satisfactory financial returns, any of which could adversely affect our business, financial condition, or results of operationscompany.

Our historical management team members have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations, which could divert attention from the day-to-day management of our business.

We incur significant costs related to legal, accounting, listing, hiring of external consultants and advisors, and other expenses of being a public company. We are subject to the reporting requirements of the Exchange Act and must comply with the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Act, and SEC and Nasdaq rules, including the establishment and maintenance of effective disclosure and financial controls. We expect that compliance with these requirements will continue to increase our legal and financial compliance costs. Additionally, operating as a public company makes it more expensive to obtain director and officer liability insurance, which could also make it more difficult to attract and retain qualified people to serve on our Board of Directors or as executive officers.

We qualify as an “emerging growth company” and a “smaller reporting company,” and if we take advantage of certain exemptions from disclosure requirements, it could make our securities less attractive to investors.

We qualify as an “emerging growth company” as defined in the Securities Act, as modified by the JOBS Act, and are eligible to take advantage of certain exemptions from various reporting requirements, including the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act, say-on-pay voting requirements, and reduced executive compensation disclosure obligations. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow many of the same exemptions. We have elected not to opt out of the extended transition period for complying with new or revised accounting standards. Investors may find our Common Stock less attractive because we rely on these exemptions, which may result in a less active trading market and more volatile stock price.

Risks Related to the Secuvant Merger

The market price of our Common Stock after the Secuvant Merger may be affected by factors different from those currently affecting the price of our Common Stock.

Secuvant’s business differs from that of the Company, and accordingly the results of operations and market price of the Company Common Stock after the Secuvant Merger may be affected by factors different from those currently affecting the results of operations and market price of the Company’s Common Stock. The market price for the Company’s Common Stock after the Secuvant Merger may be affected by, among other factors, actual or anticipated fluctuations in the quarterly and annual results of the Company and those of other public companies in its industry; market conditions in the cybersecurity industry; changes in government regulation; the failure of securities analysts to publish research about the Company following completion of the Secuvant Merger, or shortfalls in its operating results from levels forecast by securities analysts; announcements concerning the Company or its competitors; and the general state of the securities market.

The Secuvant Merger may adversely affect the relationships of the Company or Secuvant with their respective customers and suppliers, whether or not the Secuvant Merger is completed.

In connection with the Secuvant Merger, existing or prospective customers or suppliers of Secuvant or the Company may delay, defer or cease purchasing services from or providing goods or services to Secuvant or the Company, delay or defer other decisions concerning Secuvant or the Company, or refuse to extend credit to Secuvant or the Company, raise disputes under their business arrangements with Secuvant or the Company or assert purported consent or change of control rights, or otherwise seek to change or renegotiate the terms on which they do business with Secuvant or the Company. Any such delays, disputes or changes to terms could seriously harm the business of Secuvant or the Company, as well as the market price of their respective shares regardless of whether or not the Secuvant Merger is completed.

The combined company may not realize all of the anticipated benefits of the Secuvant Merger.

There is a risk that some or all of the expected benefits of the Secuvant Merger may fail to materialize or may not occur within the time periods anticipated. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of the Company, including, but not limited to, the strength or weakness of the economy and competitive factors in the areas where the Company and Secuvant do business, the effects of competition in the markets in which the Company or Secuvant operate, and the impact of changes in the laws and regulations regulating marine transportation or affecting domestic or foreign operations. The challenge of coordinating previously separate businesses makes evaluating the business and future financial prospects of the combined company following the Secuvant Merger difficult. the Company and Secuvant have operated and, until completion of the Secuvant Merger, will continue to operate, independently. The past financial performance of each of the Company and Secuvant may not be indicative of their future financial performance. Realization of the anticipated benefits in the Secuvant Merger will depend, in part, on the combined company’s ability to successfully integrate the Company’s and Secuvant’s businesses. The combined company will be required to devote significant management attention and resources to integrating the two companies’ business practices. The diversion of management’s attention and any delays or difficulties encountered in connection with the Secuvant Merger and the coordination of the two companies’ operations could have an adverse effect on the business, financial results, financial condition or the share price of the combined company following the Secuvant Merger. The coordination process may also result in additional and unforeseen expenses.

Failure to realize all anticipated benefits of the Secuvant Merger may impact the financial performance of the combined company, the price of the Company Common Stock and the ability of the Company to pay dividends on its Common Stock.

Following completion of the Secuvant Merger, the combined company may require significant ongoing capital expenditures. Although the Company and Secuvant anticipate that the combined company will be able to fund these expenditures through the use of the combined company’s cash and cash equivalents, cash generated from operations, letters of credit and subsequent debt, equity or hybrid offerings, there can be no assurances that the combined company will be able to obtain financing on acceptable terms or at all.

Resales of Company Common Stock following the Secuvant Merger may cause the market value of the Company Common Stock to decline.

Pursuant to the terms of the Secuvant Merger Agreement, the Company will issue 888,888 shares of Series I Convertible Preferred Stock when and as provided in the Secuvant Merger Agreement. The Series I Preferred Stock is convertible into shares of the Company’s Common Stock. As a result, upon conversion, a significant number of additional shares of Common Stock may become issued and outstanding. The issuance of these shares, as well as the potential conversion of the Series I Preferred Stock into Common Stock and the subsequent sale of such shares, could have the effect of depressing the market value of the Company’s Common Stock. The increase in the number of outstanding shares of Common Stock may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, the Company’s Common Stock.

~~Risks~~The ~~Related~~market tovalue ~~Securities~~of ~~Markets~~the ~~and~~Company’s ~~Investments~~Common inStock ~~Our~~may ~~Common~~decline ~~Stock~~as a result of the Secuvant Merger.

WeThe ~~have~~market novalue ~~current~~of ~~plans~~the Company’s Common Stock may decline as a result of the Secuvant Merger if, among other things, the combined company is unable to ~~pay~~achieve ~~dividends~~expected growth in earnings, if transaction costs related to the Secuvant Merger are greater than anticipated, or if the anticipated benefits of the Secuvant Merger are not realized as quickly as, or to the extent, expected. The market value of the Company’s Common Stock may also decline if the effect of the Secuvant Merger on ~~our~~the combined company’s financial condition, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. In addition, the Secuvant Merger includes the issuance of Series I Convertible Preferred Stock, which is convertible into shares of the Company’s Common Stock subject to applicable terms and conditions. The conversion of such preferred stock into Common Stock may result in substantial dilution to existing shareholders and could adversely affect the market price of the Company’s Common Stock. The perception that such conversions and subsequent sales may occur could also negatively impact the market value of the Company’s Common Stock.

WeThe doCompany ~~not~~may ~~anticipate~~issue ~~paying~~additional ~~any~~Common ~~cash~~Stock ~~dividends~~or inother equity securities following completion of the ~~foreseeable~~Secuvant ~~future~~Merger without shareholder approval, which would dilute existing ownership interests and may depress the market price of the Company’s Common Stock. IfThe weCompany may ~~incur~~issue ~~indebtedness~~additional Common Stock or other equity securities of equal or senior rank in the future toin ~~fund~~connection ~~our~~with, ~~future~~among ~~growth~~other things, ~~our~~repayment ~~ability~~of toindebtedness, ~~pay~~equity ~~dividends~~or ~~may~~hybrid befinancings, ~~further~~acquisition ~~restricted~~consideration, byor ~~the~~other ~~terms~~strategic oftransactions, ~~such~~without ~~indebtedness~~shareholder approval in certain circumstances.

WeThe ~~will~~issuance ~~qualify~~of asadditional anCommon ~~“emerging~~Stock ~~growth~~or ~~company”~~other ~~within~~equity ~~the meaning of the Securities Act~~securities, ~~and~~including ifupon weconversion ~~take advantage~~ of ~~certain exemptions~~outstanding ~~from~~preferred ~~disclosure requirements available to emerging growth companies~~stock, ~~it could make our securities less attractive to investors and~~ may ~~make it more difficult to compare our performance to the performance of other public companies.~~result in:

~~We will~~● qualify as an “emerging growth company” as defined under the Securities Act. As such, we will be eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (a) ~~the~~decrease exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the SOX Act, (b) the exemptions from say-on-pay, say-on-frequency, and say-on-golden parachute voting requirements, and (c) reduced disclosure obligations regarding executive compensation in ~~our~~existing ~~periodic~~shareholders’ ~~reports~~proportionate ~~and~~ownership ~~proxy~~interest; ~~statements.~~● Wea ~~will~~decrease ~~remain an emerging growth company until the earliest of (i) the last day of the fiscal year~~ in ~~which~~ the ~~market~~amount ~~value~~per ofshare ~~our Common Stock that is held by non-affiliates exceeds $700 million as~~ of ~~June~~cash 30available ~~of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed~~ for ~~inflation),~~dividends ~~(iii)~~payable ~~the date~~ on ~~which~~its weCommon ~~have~~Stock; ~~issued~~● ~~more~~diminished ~~than~~relative $1voting ~~billion~~strength ~~in non-convertible debt in the prior three-year period, or (iv) the last day~~ of ~~the~~each ~~fiscal~~ordinary ~~year~~share ~~following~~previously ~~the~~outstanding; ~~fifth~~and ~~anniversary~~● ofa ~~the~~decline date of the first sale of our predecessor’s IPO. In addition, the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in the ~~Securities~~market ~~Act~~price ~~as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption~~ of ~~certain~~its accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, we may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find our Common Stock ~~less attractive because we will rely on these exemptions, which may result in a less active trading market for our Common Stock and the price may be more volatile~~.

Our Common Stock price may be volatile, and as a result you could lose all or part of your investment.

In addition to volatility associated with equity securities in general, the value of your investment could decline due to the impact of any of the following factors upon the market price of our shares of Common Stock:

● disappointing results from our development efforts; ● deadline in demand for our shares of Common Stock; ● downward revisions in securities analysts’ estimates or changes in general market conditions; ● technological innovations by competitors or in competing products; ● investor perception of our industry or our prospects; and ● general economic trends.

Stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our shares of Common Stock.

Potential future sales pursuant to registration rights that we have granted may depress the market price for our shares of Common Stock.

We have granted a number of our stockholders’ registration rights with respect to their shares of Common Stock. See the section titled “Registration Rights.” Such future sales of our shares of Common Stock by our existing stockholders, pursuant to and in accordance with the provisions of any registration statement, may have a depressive effect on the market price of our shares of Common Stock. Further, in general, under the Securities Act, a person who has satisfied a minimum holding period of between six months and one-year and any other applicable requirements, may thereafter resell such shares publicly. A significant number of our currently issued and outstanding shares of Common Stock held by existing stockholders, including officers and directors and other principal stockholders are currently eligible for resale pursuant to and in accordance with SEC rules. The possible future sale of our shares by our existing stockholders, pursuant to and in accordance with the provisions of SEC rules, may have a depressive effect on the price of our Shares of Common Stock in the applicable trading marketplace.

The Financial Industry Regulatory Authority, Inc. (“FINRA”) has adopted sales practice requirements that may also limit a stockholder’s ability to buy and sell our Common Stock.

FINRA has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our shares of Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares of Common Stock.

WeUSE ~~face~~OF ~~risks related to compliance with corporate governance laws and financial reporting standards.~~PROCEEDS

~~The~~We ~~SOX~~may ~~Act,~~receive asproceeds ~~well~~from asthe ~~related~~sale ~~rules~~of ~~and~~shares ~~regulations~~of ~~implemented~~Common byStock ~~the~~to ~~SEC~~Yield ~~and~~Point pursuant to the ~~Public~~Equity ~~Company~~Purchase ~~Accounting~~Agreement. ~~Oversight~~The ~~Board~~amount ~~(“PCAOB”),~~of ~~require~~any ~~changes~~such inproceeds will depend on the ~~corporate~~number ~~governance~~of ~~practices~~shares sold by us to Yield Point and ~~financial~~the ~~reporting~~applicable ~~standards~~purchase ~~for~~price ~~public~~under ~~companies~~the Equity Purchase Agreement. ~~These~~The ~~laws,~~shares ~~rules~~being offered by Yield Point and ~~regulations,~~the other Selling Stockholders pursuant to this prospectus are being registered ~~including~~for ~~compliance~~resale. ~~with~~We ~~Section~~will ~~404~~not ofreceive any proceeds from the ~~SOX~~resale ~~Act~~of ~~relating~~shares toby ~~internal~~Yield ~~control~~Point ~~over~~or ~~financial~~any ~~reporting~~other ~~materially~~Selling ~~increased~~Stockholder. ~~our~~We ~~legal~~have agreed ~~and~~to ~~financial~~bear ~~compliance~~the ~~costs~~expenses ~~and~~of ~~made~~registering ~~some~~the ~~activities~~shares ~~more~~covered ~~time-consuming~~by this prospectus. The Selling Stockholders will bear all underwriting discounts, commissions and ~~more~~similar ~~burdensome~~expenses incurred in connection with the sale of their shares.

IfWe wehave ~~fail~~agreed to ~~comply~~pay ~~with~~all ~~the~~costs, ~~continued~~expenses ~~minimum~~and ~~closing~~fees ~~bid~~relating ~~requirements~~to the registration of the ~~Nasdaq~~securities ~~Global~~covered ~~Market~~by orthis ~~other~~prospectus. ~~requirements~~The ~~for continued~~Selling ~~listing~~Stockholders will bear all commissions and discounts, ~~our~~if any, attributable to the sale of the securities. The prices at which the shares of Common Stock covered by this prospectus may actually be ~~delisted~~sold ~~and~~will be determined by the prevailing public market price offor shares of our ~~common~~Common ~~stock~~Stock, by negotiations between the Selling Stockholders and ~~our~~buyers ~~ability~~of toour ~~access~~Common ~~the~~Stock ~~capital~~in ~~markets~~private ~~could~~transactions beor ~~negatively~~as otherwise ~~impacted~~described in “Plan of Distribution.”

Our Common Stock is listed for trading on the Nasdaq Global Market. We must satisfy Nasdaq continued listing requirements, including, among other things, a minimum closing bid price requirement of $1.00 per share for 30 consecutive business days. If a company’s common stock trades for 30 consecutive business days below the $1.00 minimum closing bid price requirement, Nasdaq will send a deficiency notice to us, advising that it has been afforded a “compliance period” of 180 calendar days to regain compliance with the applicable requirements. Thereafter, if such a company does not regain compliance with the bid price requirement, a second 180-day compliance period may be available.

On October 14, 2025, we received written notice from the Nasdaq Staff that it has determined to commence proceedings to delist our Common Stock from the Nasdaq Global Market. As previously announced in a Current Report filed with the SEC, on April 15, 2025, the Staff notified the Company on April 9, 2025 that, for the prior 30 consecutive business days, the closing bid price of our common stock had been below the minimum of $1.00 per share required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5550(a)(2) (Bid Price Rule). The notification letter stated that we would be afforded 180 calendar days, or until October 6, 2025, to regain compliance. The Company did not regain compliance with the Bid Price Rule by October 6, 2025, and the listed security is now subject to delisting from The Nasdaq Global Market. Unless the Company requests an appeal of the Staff’s determination by October 21, 2025, trading of the Company’s Common Stock will be scheduled for delisting at the opening of business on October 23, 2025, and Nasdaq intends to file a Form 25-NSE with the SEC, removing the Common Stock from listing and registration on The Nasdaq Stock Market. On October 20, 2025, the Company requested a hearing to appeal the Staff’s determination to the Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. The Company received written notice from Nasdaq that the hearing with the Panel was scheduled for November 20, 2025.

On October 27, 2025, we effected the one-for-thirty Reverse Stock Split at the commencement of business. The Company effected the Reverse Stock Split by filing the Second Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on October 24, 2025. The Company’s shares of Common Stock began trading on a split-adjusted basis on The Nasdaq Global Market, when the market opened today, October 27, 2025, under the existing trading symbol “CYCU” and new CUSIP number 95758L305. As a result of the Reverse Stock Split, every thirty of the Company’s issued shares of Common Stock was combined into one issued share of Common Stock, without any change to the par value per share and without any change in the total number of authorized shares of Common Stock. The number of outstanding shares of Common Stock was reduced from approximately 86,533,435 shares to approximately 2,884,447 shares. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise held a fraction of a share of Common Stock of the Company will receive a cash payment (without interest and subject to withholding taxes, as applicable) in lieu thereof at a price equal to that fraction of a share to which the stockholder would otherwise be entitled, multiplied by the closing price of the Company’s shares on The Nasdaq Global Market on the trading day immediately preceding the effective date of the Reverse Stock Split.

On November 11, 2025, the Company received a letter from Nasdaq stating that Nasdaq has determined that the Company has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5450(a)(1) and that the Company is now in compliance with The Nasdaq Global Market’s listing requirements. Nasdaq also determined that the previously scheduled hearing with the Panel on November 20, 2025 has been canceled and that Cycurion’s securities will continue to be listed and traded on The Nasdaq Stock Market without interruption.

Despite the implementation of the Reverse Stock Split, and the regained compliance with the Bid Price Rule, there is a risk that our shares of Common Stock may trade below $1.00 in the future and we could be delisted from Nasdaq, which would adversely impact liquidity of our shares of Common Stock, potentially result in even lower bid prices for our shares of Common Stock, and make it more difficult for us to obtain financing through the sale of our shares of Common Stock.

The Reverse Stock Split may decrease the liquidity of the shares of our Common Stock.

We effected the Reverse Stock Split on October 27, 2025. As a result of the Reverse Stock Split, every thirty of the Company’s issued shares of Common Stock was combined into one issued share of Common Stock, without any change to the par value per share and without any change in the total number of authorized shares of Common Stock. The liquidity of the shares of our Common stock may be affected adversely by the Reverse Stock Split given the reduced number of shares that will be outstanding following the Reverse Stock Split. In addition, the Reverse Stock Split may increase the number of stockholders who own odd lots (less than 100 shares) of our Common Stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty affecting such sales.

~~The~~MERGER ~~Reverse~~WITH ~~Stock Split may not increase the price of our shares of our Common Stock over the long-term and our common stock may be delisted.~~SECUVANT

~~The~~Merger principal purpose of the Reverse Stock Split was to increase the trading price of our shares of Common Stock to meet the minimum stock price standards of the Nasdaq Bid Price Rule. However, the effect of a reverse stock split on the market price of our shares of Common Stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. While the reduction in the number of outstanding shares of Common Stock will proportionally increase the market price of our Common Stock, we cannot assure you that the Reverse Stock Split will result in any permanent or sustained increase in the market price of our shares of Common Stock sufficient to regain compliance with the conditions required by the Panel. The market price of our shares of Common Stock may be affected by other factors which may be unrelated to the number of shares outstanding, including our business and financial performance, general market conditions and prospects for future success.Agreement

~~Following~~On ~~the~~May ~~Reverse Stock Split~~21, 2026 (the ~~resulting~~“Execution ~~market~~Date”), ~~price~~Cycurion ofentered ~~our~~into ~~Common~~that ~~Stock~~certain ~~may~~merger ~~not~~agreement ~~attract~~with ~~new~~Merger ~~investors,~~Sub ~~including~~and ~~institutional~~Secuvant. ~~investors,~~Capitalized ~~and~~terms ~~may~~used ~~not~~herein ~~satisfy~~and ~~the~~not ~~investing~~otherwise ~~requirements~~defined ofhave ~~those investors. Consequently,~~ the ~~trading~~meanings ~~liquidity~~ascribed ofto ~~our~~such ~~Common~~terms ~~Stock~~in ~~may~~the ~~not~~Secuvant ~~improve~~Merger Agreement.

~~Although~~Pursuant weto ~~believe~~the ~~that~~Secuvant aMerger ~~higher~~Agreement, ~~market~~Merger ~~price~~Sub ofwill ~~our~~merge ~~Common~~with ~~Stock~~and ~~may~~into ~~help~~Secuvant ~~generate~~in ~~greater~~a orreverse ~~broader~~merger ~~investor interest~~transaction, ~~there~~with ~~can~~Secuvant besurviving the nomerger ~~assurance that~~as ~~the~~a ~~Reverse~~wholly ~~Stock~~owned ~~Split~~subsidiary ~~will~~of ~~result~~the inCompany. aOn ~~share~~June ~~price~~3, ~~that~~2026, ~~will~~the ~~attract~~Merger ~~new~~was ~~investors,~~consummated ~~including~~and ~~institutional~~all ~~investors.~~of InSecuvant’s ~~addition,~~equity ~~there~~interests ~~can~~were becancelled noand ~~assurance~~converted ~~that~~into the ~~market~~right ~~price~~to ofreceive ~~our~~the ~~Common~~Merger ~~Stock~~Consideration ~~will~~(as ~~satisfy~~defined ~~the~~below). ~~investing~~The ~~requirements~~surviving entity will succeed to all of ~~those~~the ~~investors.~~Secuvant’s Asassets, ~~a result~~liabilities, ~~the~~rights, ~~trading~~and ~~liquidity~~obligations by operation of ~~our~~law ~~Common~~and ~~Stock~~continue ~~may~~its ~~not~~business ~~necessarily~~as a ~~improve~~subsidiary of the Company.

~~The~~Merger ~~market price of our shares of Common Stock is likely to be highly volatile, and you may lose some or all of your investment.~~Consideration

The ~~market~~aggregate ~~price~~consideration offor ~~our~~the ~~shares~~Secuvant ofMerger ~~Common Stock~~ is ~~likely~~approximately to$2,875,000, becomprised ~~highly~~of ~~volatile~~both cash and ~~may~~equity becomponents ~~subject to wide fluctuations in response to a variety of factors, including~~ (the ~~following:~~“Merger Consideration”).

● the inability to obtain or maintain the listing of our shares of Common Stock on Nasdaq; ● the inability to recognize the anticipated benefits of the recently closed de-SPAC transaction, which may be affected by, among other things, competition, our ability to grow and manage growth profitably, and retain our key employees; ● changes in applicable laws or regulations; and ● risks relating to the uncertainty of our projected financial information.Cash Consideration

InThe ~~addition,~~Company ~~the~~will ~~equity~~pay ~~markets~~$875,000 ~~have~~in ~~experienced~~cash ~~extreme~~in ~~price~~structured ~~and~~installments: ~~volume~~(i) ~~fluctuations~~$350,000 ~~that~~at ~~have affected and continue to affect~~ the ~~market prices~~closing of ~~equity~~the ~~securities~~Secuvant ofMerger ~~many companies. These fluctuations have often been unrelated or disproportionate to~~ (the ~~operating performance~~“Closing”); of(ii) ~~those companies. Broad market and industry factors~~$300,000 as60 ~~well~~days asfollowing ~~general~~Closing; ~~economic, political, regulatory~~ and ~~market~~(iii) ~~conditions~~$225,000 ~~may negatively~~120 ~~affect~~days ~~the~~following ~~market price of our shares of Common Stock, regardless of our actual operating performance~~Closing.

AThe ~~“short~~cash ~~squeeze”~~portion ~~due~~is subject to a ~~sudden~~working ~~increase~~capital inadjustment, ~~demand~~which ~~for~~may ~~shares~~increase ofor ~~our~~decrease ~~common~~the ~~stock~~final ~~that~~amount ~~largely~~payable ~~exceeds~~based ~~supply~~on ~~and/or focused~~Secuvant’s ~~investor~~closing ~~trading~~working incapital ~~anticipation~~relative ofto a ~~potential~~negotiated ~~short~~target. ~~squeeze~~This ~~have~~adjustment ~~led~~is ~~to,~~settled ~~and~~solely ~~may lead to, extreme price volatility~~ in ~~the price of our Common Stock~~cash.

~~Investors~~Equity may purchase shares of our Common Stock to hedge existing exposure or to speculate on the price of our Common Stock. Speculation on the price of our Common Stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our Common Stock available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase shares of our Common Stock for delivery to lenders of our Common Stock. Those repurchases may, in turn, dramatically increase the price of shares of our Common Stock until additional shares of our Common Stock are available for trading or borrowing. This is often referred to as a “short squeeze.” With the recent substantial increase in volume of our shares being traded and trading price, the proportion of our Common Stock that may be traded in the future by short sellers may increase the likelihood that our Common Stock will be the target of a short squeeze. A short squeeze and/or focused investor trading in anticipation of a short squeeze have led to, may be currently leading to, and could again lead to volatile price movements in shares of our Common Stock that may be unrelated or disproportionate to our financial performance or prospects and, once investors purchase the shares of our Common Stock necessary to cover their short positions, or if investors no longer believe a short squeeze is viable, the price of our Common Stock may rapidly decline. Investors that purchase shares of our Common Stock during a short squeeze may lose a significant portion of their investment. Under the circumstances, we caution you against investing in our Common Stock, unless you are prepared to incur the risk of losing all or a substantial portion of your investment.Consideration

In addition to cash, the Company will issue 888,888 shares of Series I Convertible Preferred Stock, representing $2.0 million in value.

The shares are issued in five tranches over time rather than in full at Closing, with each tranche subject to vesting conditions tied to specified stock price and trading volume thresholds. Vesting may accelerate upon the occurrence of certain events, such as a change of control or the achievement of defined stock price performance metrics. Any shares that do not vest by January 15, 2034 will be forfeited. This structure is designed to align Secuvant equityholders’ incentives with the long-term performance and market success of the Company.

Earn-Out

In addition to base consideration, Secuvant equityholders are entitled to contingent earn-out payments over a three-year period from 2026 to 2028.

Guaranteed Earn-Out The guaranteed earn-out consists of fixed payments of $100,000 per year, payable in cash regardless of Secuvant’s post- Closing performance. Each annual payment is due within 60 days following the end of the applicable year. These payments are generally not subject to offset, clawback or forfeiture, except in limited circumstances such as fraud or similar misconduct.

Performance-Based Earn-Out In addition to the guaranteed payments, Secuvant equityholders are eligible to receive performance-based earn-out payments tied to Secuvant’s financial performance following Closing. These payments are based on gross profit derived from qualifying revenue streams, primarily related to new Panoptic product revenues. Payments are only triggered once specified annual thresholds are exceeded (e.g., $200,000 for 2026, $1,000,000 for 2027 and $2,000,000 for 2028). Above these thresholds, sellers are entitled to a percentage of the excess performance, equal to 70% for 2026, 78% for 2027 and 87% for 2028. Eligibility for these payments is also subject to achieving minimum gross margin levels 55% for 2026, 65% for 2027 and 65% for 2028.

~~Increases~~Payment inStructure ~~market~~Any ~~interest~~performance-based ~~rates~~earn-out ~~may~~payments ~~cause~~that ~~potential~~are ~~investors~~earned towill ~~seek~~be ~~higher~~made ~~returns~~in a combination of cash and ~~therefore~~equity, ~~reduce~~with ~~demand~~50% ~~for~~paid in ~~our~~cash and the remaining 50% paid in shares of the Company’s Common Stock,. ~~which~~This blended structure further aligns the interests ~~could~~of ~~result~~the insellers awith ~~decline~~the inlong-term ~~our~~value ~~stock~~of ~~price~~the Company.

One of the factors that may influence the price of our Common Stock is the return on our Common Stock (i.e., the amount of distributions as a percentage of the price of our Common Stock) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of our Common Stock to expect a return, which we may be unable or choose not to provide as we have never paid a dividend and have no current intention to pay any dividends. Further, higher interest rates would likely increase our borrowing costs and potentially decrease the cash available. Thus, higher market interest rates could cause the market price of our Common Stock to decline.Termination

IfThe ~~securities~~Secuvant orMerger ~~industry~~Agreement ~~analysts~~contains docustomary termination provisions, including the right of each party to terminate the Secuvant Merger Agreement under certain specified circumstances. These circumstances include, among others, (i) by mutual written consent of the parties, (ii) by either party if the Closing has not ~~publish~~occurred ~~research~~on or ~~reports~~prior ~~about~~to usthe date that is six (6) months following the Execution Date, (iii) by either party if any Governmental Authority has issued a final, non-appealable order enjoining or ~~publish~~otherwise ~~negative~~prohibiting ~~reports~~the consummation of the Secuvant Merger, ~~our~~or ~~share~~(iv) ~~price~~by ~~and~~either ~~trading~~party in the event of a material breach by another party of its representations, warranties, ~~volume~~or ~~could~~covenants ~~decline~~contained in the Secuvant Merger Agreement that is not cured within a specified period following written notice thereof. Following any termination of the Secuvant Merger Agreement, certain provisions will survive in accordance with their terms, including provisions relating to confidentiality, expenses and other customary surviving obligations.

~~The~~There ~~trading~~can ~~market~~be ~~for~~no ~~our~~assurance ~~shares of Common Stock will depend, in part, on the research and reports~~ that ~~securities or industry analysts publish about us. We do not have any control over these analysts. If our financial performance fails to meet analyst estimates or one or more of~~ the ~~analysts~~Secuvant ~~who~~Merger ~~cover~~will usbe ~~downgrade~~completed ~~our shares of Common Stock or change their opinion, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports~~ on ~~us, we could lose visibility in~~ the ~~financial markets,~~terms ~~which~~described ~~could~~herein ~~cause our share price~~ or ~~trading~~at ~~volume to decline~~all.

~~Volatility~~Registration inRights ~~the price of our Common Stock may subject us to litigation.~~Agreement

~~The~~On ~~market~~June ~~for~~3, ~~our~~2026, ~~Common~~the ~~Stock~~Company ~~has~~entered ~~been~~into ~~characterized~~a ~~recently~~registration byrights ~~significant~~agreement ~~price~~(the ~~volatility~~“Registration ~~when~~Rights ~~compared~~Agreement”) towith ~~seasoned issuers,~~ Secuvant and ~~we expect~~the ~~that~~former ~~our~~equityholders ~~share~~of ~~price~~Secuvant ~~will~~(the ~~continue~~“Holders”) toin beconnection ~~more~~with ~~volatile~~the ~~than~~consummation aof ~~seasoned~~the ~~issuer~~transactions ~~for~~contemplated by ~~the~~that ~~indefinite~~certain ~~future~~Merger Agreement. InPursuant to the ~~past~~Registration Rights Agreement, ~~plaintiffs have~~the ~~often~~Company ~~initiated~~agreed ~~securities~~to ~~class~~prepare ~~action~~and ~~litigation~~file ~~against~~with the SEC a ~~company~~registration ~~following~~statement ~~periods~~covering the resale of ~~volatility~~shares inof ~~the~~Common ~~market~~Stock ~~price~~issuable ofupon ~~our securities.~~conversion Weof ~~may~~shares inof the ~~future~~Company’s bepreferred stock ~~the~~held ~~target~~by ofthe ~~similar~~Holders ~~litigation.~~and ~~Securities~~to ~~litigation~~use ~~could~~commercially ~~result~~reasonable inefforts ~~substantial~~to ~~costs~~cause ~~and~~such ~~liabilities and~~registration ~~could~~statement ~~divert~~to ~~management’s~~be ~~attention~~declared ~~and~~effective ~~resources~~within specified timeframes.

~~Because~~The weCompany dofurther ~~not~~agreed ~~anticipate~~to ~~paying~~keep ~~any~~such ~~cash~~registration ~~dividends~~statement incontinuously effective until the ~~foreseeable~~earlier ~~future,~~of ~~capital~~the ~~appreciation,~~date ifon ~~any,~~which ~~would~~all such securities have been sold or the date on which such securities may be ~~your~~sold ~~sole~~pursuant ~~source~~to ofRule 144 without restriction. The Registration Rights Agreement ~~gain~~also contains customary provisions relating to indemnification, cooperation in connection with resales, and limitations on naming Holders as underwriters without their consent.

WeLock-Up currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of our shares of Common Stock would be your sole source of gain on an investment in such shares for the foreseeable future.Agreement

~~Our~~On ~~share~~June ~~price~~3, ~~may~~2026, ~~fluctuate~~the Company also entered into lock-up agreements (the “Lock-Up Agreements”) with the Holders. Pursuant to the Lock-Up Agreements, the Holders agreed that, during the period beginning on the closing date of the Merger and ending six months thereafter, they will not, directly or indirectly, transfer, sell, pledge or otherwise dispose of any preferred stock received in the Merger or any shares of Common Stock issuable upon conversion thereof, subject to limited exceptions, including certain transfers to affiliates, by operation of law, or in connection with a change of control transaction.

~~Our~~The ~~share~~Lock-Up ~~price~~Agreements ~~can~~further provide that any permitted transferee must agree to be ~~volatile.~~bound ~~Among~~by the ~~factors~~same restrictions and that the Company may ~~affect~~impose stop-transfer instructions and legends to enforce such restrictions. Following expiration of the ~~volatility~~lock-up period, any transfers of ~~our~~such ~~stock~~securities remain subject to the limitations contained in the Leak-Out Agreements (as defined below). In addition, the Lock-Up Agreements include a price-based ~~are~~acceleration provision, pursuant to which all transfer restrictions will terminate automatically if the ~~following:~~Company’s Common Stock trades at or above a specified price threshold for a defined period, subject to compliance with applicable securities laws.

● speculation in the investment community or the press about, or actual changes in, our competitive position, organizational structure, executive team, operations, financial condition, financial reporting and results, expense discipline, strategic transactions, or progress on achieving expected benefits; ● the announcement of new products, services, acquisitions, or dispositions by us or our competitors; ● increases or decreases in revenue or earnings, changes in earnings estimates by the investment community, and variations between estimated financial results and actual financial results; and ● sales of a substantial number of shares of our shares of Common Stock by large shareholders.

Future offerings of debt, which would be senior to our Common Stock upon liquidation, and/or preferred equity securities, which may be senior to our Common Stock for purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or preferred equity securities, including convertible or non-convertible senior or subordinated notes, convertible or non-convertible preferred stock, medium-term notes and trust preferred securities. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our Common Stock. In addition, any preferred stock we may issue could have a preference on liquidating distributions or a preference on distribution payments that could limit our ability to make a distribution to the holders of our Common Stock. Since our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our Common Stock.

~~Anti~~Leak-~~takeover~~Out provisions contained in our Second Amended and Restated Certificate of Incorporation (“Charter”) and Second Amended and Restated Bylaws (“Bylaws”), as well as provisions of Delaware law, could impair a takeover attempt.Agreement

~~Our~~On ~~Charter~~June ~~contains~~3, ~~provisions~~2026, ~~that~~the ~~may~~Company ~~discourage~~further ~~unsolicited~~entered ~~takeover~~into ~~proposals~~leak-out ~~that~~agreements ~~stockholders~~(the ~~may~~“Leak-Out ~~consider~~Agreements”) towith bethe inHolders. ~~their~~The ~~best interests.~~Leak-Out WeAgreements ~~are~~provide ~~also~~that, ~~subject~~following tothe ~~anti-takeover~~expiration ~~provisions~~of ~~under~~the ~~Delaware~~lock-up ~~law~~period, ~~which~~the ~~could~~Holders ~~delay~~may ortransfer ~~prevent~~their securities only during a ~~change~~specified period of ~~control~~five fiscal quarters and subject to contractual limitations designed to promote an orderly market. ~~Together~~In particular, ~~these~~the Leak-Out ~~provisions~~Agreements limit the amount of securities that may ~~make~~be ~~more~~sold ~~difficult~~by ~~the~~each ~~removal~~Holder in any calendar quarter to twenty percent of ~~management~~the ~~and~~securities originally ~~may~~issued ~~discourage~~to ~~transactions~~such ~~that~~Holder, ~~otherwise~~with ~~could~~any ~~involve~~unused ~~payment~~capacity ofcarried forward to subsequent quarters. The Leak-Out Agreements require that aall ~~premium~~transfers ~~over~~be ~~prevailing~~effected ~~market~~in ~~prices~~compliance ~~for~~with ~~our~~applicable securities laws, including Rule 144, and in an orderly market manner, and permit the Company to impose stop-transfer instructions to enforce compliance. ~~These~~The ~~provisions~~Leak-Out ~~will~~Agreements also include: a price-based acceleration provision similar to that contained in the Lock-Up Agreements, pursuant to which all contractual transfer restrictions terminate if the Company’s Common Stock trades above a specified price threshold for a defined period.

~~● no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;~~Escrow Agreement

●On June 3, 2026, the ~~right~~Company ofentered ~~our~~into ~~board~~an ofescrow ~~directors~~agreement to(the ~~elect~~“Escrow aAgreement”) ~~director~~with toZions ~~fill~~Bancorporation, aNational ~~vacancy~~Association, as ~~created~~escrow byagent (the ~~expansion~~“Escrow ofAgent”), ~~our~~and ~~board~~Ryan Layton, solely in his capacity as the authorized representative of ~~directors~~the orCompany Equityholders (the ~~resignation,~~“Authorized ~~death~~Representative”), orin ~~removal~~connection with the consummation of athe ~~director~~transactions incontemplated ~~certain~~by the ~~circumstances,~~Merger ~~which~~Agreement. ~~prevents~~Pursuant ~~stockholders~~to ~~from~~the ~~being~~Escrow ~~able~~Agreement, the Company is required to ~~fill~~deposit ~~vacancies~~an onamount ~~our~~equal ~~board~~to ten percent (10%) of ~~directors;~~the Base ~~and~~Merger ●Consideration a(as ~~prohibition~~defined onin ~~stockholder~~the ~~action~~Secuvant byMerger ~~written~~Agreement) ~~consent,~~(the ~~which~~“Escrow ~~forces~~Amount”) ~~stockholder~~into ~~action~~one or more escrow accounts to besecure ~~taken~~indemnification atobligations anof ~~annual~~the orCompany ~~special~~Equityholders ~~meeting~~under ofthe ~~our~~Merger ~~stockholders~~Agreement.

~~Our~~The ~~Charter~~Escrow Agreement provides that the ~~Court~~Escrow ofAmount ~~Chancery~~consists of ~~the~~both ~~State~~cash ofand ~~Delaware~~equity components, which are to be deposited and held by the Escrow ~~federal~~Agent ~~district~~and ~~courts~~released only in accordance with specified written instructions and the terms of the ~~United~~Merger ~~States~~Agreement. ofThe ~~America~~Escrow Agent ~~will~~acts bein ~~the~~a ~~exclusive~~ministerial ~~forums~~capacity ~~for~~and ~~substantially~~may ~~all~~rely ~~disputes~~on ~~between~~instructions usfrom ~~and~~the ~~our~~Company ~~stockholders,~~and ~~which~~the ~~could~~Authorized ~~limit~~Representative ~~our~~without ~~stockholders’~~independent verification. ~~ability~~The escrowed funds and securities may be used to ~~obtain~~satisfy aindemnification ~~favorable~~claims ~~judicial~~and ~~forum~~will ~~for~~otherwise ~~disputes~~be ~~with~~released usto orthe ~~our~~Company ~~directors,~~Equityholders upon ~~officers~~expiration of the escrow period, orsubject ~~employees~~to any pending claims.

~~Our~~The ~~Charter~~Escrow ~~provides~~Agreement ~~that,~~also ~~subject~~includes todetailed ~~limited~~provisions ~~exceptions,~~governing ~~any~~disbursement ~~(i) derivative action or proceeding brought on our behalf of under Delaware law~~mechanics, ~~(ii)~~including ~~any~~staged ~~action~~funding ~~asserting~~tied a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, (iii) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to ~~any~~Merger ~~provision~~Consideration ~~of the DGCL~~payments, ~~our~~procedures ~~Charter~~for orwithholding ~~our~~amounts ~~Bylaws (~~in ~~each~~respect ~~case,~~of asindemnification ~~may be amended from time to time)~~claims, ~~(iv)~~and ~~any~~allocation ~~action asserting a claim against us or any~~ of ~~our~~proceeds ~~directors,~~among ~~officers or other employees governed by~~ the ~~internal~~Company ~~affairs~~Equityholders in ~~doctrine~~accordance ofwith ~~the~~agreed ~~State~~distribution ofpercentages. ~~Delaware~~The orEscrow ~~(v)~~Agent ~~any other~~is ~~action~~entitled ~~asserting~~to ancustomary ~~“internal corporate claim~~protections,” asincluding ~~defined~~limitations ~~in Section 115~~ of ~~the DGCL~~liability, indemnification inby ~~all cases subject to~~ the ~~court’s~~ ~~having personal jurisdiction over all indispensable~~ parties ~~named as defendants shall~~, toand the ~~fullest~~right ~~extent~~to ~~permitted by~~rely ~~law,~~on bewritten exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delawareinstructions. The ~~Charter~~Escrow ~~also~~Agreement ~~provides~~terminates ~~that,~~upon ~~unless a majority of our board of directors consents to~~ the ~~selection~~expiration of ~~an alternative forum (which consent may be given at any time, including during the pendency~~ ~~of litigation),~~ the ~~federal~~escrow ~~district~~period ~~courts will be the sole~~ and ~~exclusive forum for~~ the ~~resolution~~distribution of ~~any~~all ~~action~~escrow ~~asserting~~property, asubject ~~cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed~~ to ~~have~~retention ~~notice~~ of ~~and~~amounts tonecessary ~~have consented~~ to ~~the~~resolve ~~provisions~~pending ~~of our certificate of incorporation described above~~claims.

~~This~~Employment choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which, along with potential increased costs of litigating the courts provided by the choice of forum provision, may discourage such lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.Agreement

~~Risks~~On ~~Related~~June 3, 2026, the Company entered into an employment arrangement with Danny White pursuant to ~~Operating~~an asoffer aletter ~~Public~~(the “Employment Agreement”), under which Mr. White will serve as the Company’s Chief Product Officer and report directly to the Chief Executive Officer.

~~Our~~Pursuant ~~management~~to ~~team~~the ~~has~~Employment ~~limited~~Agreement, ~~experience~~Mr. ~~managing~~White will receive an initial annual base salary of $185,000, payable in accordance with the Company’s standard payroll practices, and will be eligible to earn an annual performance-based bonus based on individual and Company performance, with payment timing subject to the completion of audited financial statements. The Employment Agreement also provides for a ~~public~~one-time sign-on ~~company~~bonus of $30,000, payable in installments and subject to repayment under certain circumstances if employment terminates within twelve months.

~~Most~~In ~~members~~addition, ofthe ~~our~~Employment ~~management~~Agreement ~~team~~contemplates ~~have~~an ~~limited~~equity ~~experience~~compensation ~~managing~~package ato ~~publicly~~be ~~traded~~provided ~~company,~~under ~~interacting~~a ~~with~~separate ~~public company investors~~agreement, consisting ~~and~~of ~~complying~~an ~~with~~initial ~~the~~grant ~~increasingly~~of ~~complex~~restricted ~~laws,~~stock ~~rules~~units ~~and~~with ~~regulations~~a ~~that~~total ~~govern~~target ~~public~~value ~~companies.~~of As$250,000, aincluding ~~public~~an ~~company,~~early wevesting ~~are~~tranche ~~subject~~and additional tovesting ~~significant~~over ~~obligations~~a ~~relating~~three-year ~~to reporting~~period, ~~procedures~~subject ~~and~~to ~~internal~~approval ~~controls,~~by ~~and~~the ~~our~~Company’s ~~management~~board ~~team~~of ~~may~~directors. ~~not~~The ~~successfully~~Employment orAgreement ~~efficiently~~further provides ~~manage~~that ~~such obligations~~Mr. ~~These~~White ~~obligations and scrutiny~~ will ~~require~~be ~~significant~~eligible ~~attention~~to ~~from~~participate ~~our~~in ~~management~~the ~~and~~Company’s ~~could~~employee ~~divert~~benefit ~~their attention~~plans ~~away~~and ~~from~~executive ~~the~~policies, ~~day-to-day~~including ~~management~~health and ofwelfare ~~our~~benefits ~~business,~~and ~~which~~an ~~could~~unlimited ~~adversely~~paid ~~affect~~time ~~our~~off ~~business~~policy, ~~financial~~subject ~~condition,~~to Company policies and ~~results of~~applicable ~~operations~~law.

WeMr. ~~may~~White’s ~~incur~~employment ~~significantly~~is ~~increased~~at-will, ~~costs~~meaning ~~and~~that ~~devote~~either ~~substantial~~the ~~management~~Company ~~time~~or asMr. aWhite ~~result~~may ofterminate ~~operating~~the asemployment arelationship ~~public~~at ~~company~~any time, subject to applicable law and Company policies.

As a public company, we will incur significant costs related to legal, accounting, listing, hiring of external consultants and advisors, and other expenses. For example, we will be subject to the reporting requirements of the Exchange Act and will be required to comply with the applicable requirements of the SOX Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC and Nasdaq, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current reports with respect to our business and results of operations. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the SOX Act, which will increase when we are no longer an emerging growth company. We may also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and establish an internal audit function.

We also expect that operating as a public company will make it more expensive to obtain director and officer liability insurance and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

AsAdvisory we continue to expand via opportunities for acquisitions, investments or strategic alliances as a public company, we expect that management and other personnel will need to divert attention from operational and other business matters to ensure the success of these opportunities.Agreement

~~Certain~~On ~~recent~~June ~~public~~3, ~~offerings~~2026, ofthe ~~companies~~Company ~~with~~entered ~~public~~into ~~floats~~an ~~comparable~~advisory toservices ~~ours~~agreement ~~have~~(the ~~experienced~~“Advisory ~~extreme~~Agreement”) ~~volatility~~with ~~that~~Ryan ~~was~~Layton ~~seemingly~~(the ~~unrelated~~“Advisor”), tothe ~~their~~former ~~performance.~~Chief WeExecutive ~~may~~Officer ~~experience~~of ~~similar volatility~~Secuvant, ~~which~~in ~~may~~connection ~~make~~with itthe ~~difficult~~consummation ~~for~~of ~~prospective~~the ~~investors~~transactions tocontemplated ~~assess~~by the ~~value~~Merger Agreement. The Advisory Agreement became effective upon the Closing of ~~our~~the ~~shares~~Merger and is expressly contingent upon the consummation of ~~Common~~such ~~Stock~~Closing.

~~Our~~Pursuant ~~shares of Common Stock may be subject~~ to ~~extreme volatility that is seemingly unrelated to~~ the ~~underlying~~Advisory ~~performance of our business. Recently~~Agreement, ~~companies~~the ~~with~~Advisor ~~comparable~~has ~~public~~agreed ~~floats~~to ~~and~~provide ~~public offering sizes have experienced instances of extreme stock price run~~non-~~ups followed by rapid price declines~~exclusive, ~~and~~part-time ~~such~~advisory ~~stock~~services ~~price volatility was seemingly unrelated~~ to the ~~respective~~Company ~~company’s~~on ~~underlying performance.~~a ~~Although the specific cause of such volatility is unclear~~best-efforts basis, ~~our~~as ~~public~~reasonably ~~float~~requested ~~may amplify the impact of the actions taken~~ by ~~a few shareholders on~~ the ~~price~~Company’s ofChief ~~our~~Executive ~~shares~~Officer offrom ~~Common~~time ~~Stock, which may cause our share price~~ to ~~deviate, potentially significantly, from a price that better reflects the underlying performance of our business~~time. ~~Should~~The ~~our~~scope ~~shares~~ of ~~Common~~such ~~Stock~~services ~~experience run-ups and~~includes, ~~declines~~among ~~that~~other ~~are~~things, ~~seemingly~~supporting ~~unrelated~~customer ~~to our actual or expected operating performance~~ and ~~financial~~partner ~~condition or prospects~~relationships, ~~prospective investors~~facilitating ~~may~~transition ~~have~~and ~~difficulty~~integration ~~assessing~~efforts following the ~~rapidly changing value of our shares of Common Stock. In addition~~merger, ~~investors in our shares~~ ofproviding ~~Common~~institutional ~~Stock~~knowledge ~~may~~relating ~~experience~~to ~~losses,~~Secuvant’s ~~which~~business ~~may~~and ~~be material~~operations, ifand ~~the~~assisting ~~price~~with ofcontinuity ~~our shares~~ of ~~Common~~key ~~Stock declines after this offering~~commercial orand ifoperational ~~such investors purchase shares of Common Stock prior to any price decline~~functions.

~~USE~~The OFAdvisory ~~PROCEEDS~~Agreement has an initial term of six (6) months from the effective date and may be extended for an additional six (6) month period upon mutual agreement of the parties. Following the first ninety (90) days after the effective date, either party may terminate the agreement upon thirty (30) days’ prior written notice, and either party may terminate immediately in the event of an uncured material breach.

~~All~~In ofconsideration for the ~~securities~~services, ~~offered~~the ~~under~~Company ~~this~~has ~~prospectus~~agreed ~~are~~to ~~being~~pay ~~registered~~the ~~for~~Advisor ~~the~~a ~~account~~monthly ofcash ~~the~~retainer ~~Selling~~of ~~Stockholder.~~$3,000, Wepayable ~~will~~in ~~not~~advance, ~~receive~~and ~~any~~to ofreimburse ~~the~~reasonable, ~~proceeds~~pre-approved ~~from the sale~~ out-of-pocket ~~these~~expenses. ~~securities,~~The ~~excluding~~Advisor ~~net~~is ~~proceeds,~~not ifentitled to any, ~~from~~additional ~~the~~compensation ~~cash~~or ~~exercise~~employee benefits ofunder the ~~Pre-Funded~~agreement ~~Warrants~~ and ~~Warrants~~will serve as an independent contractor.

WeThe ~~have~~Advisory ~~agreed~~Agreement toalso ~~pay~~contains ~~all~~customary ~~costs,~~provisions ~~expenses and fees~~ relating to ~~the~~confidentiality, ~~registration~~ownership of ~~the~~work ~~securities~~product, ~~covered by this prospectus. The Selling Stockholder will bear all commissions~~ and ~~discounts,~~non-solicitation ~~if any, attributable to the sale~~ of ~~the securities. The prices at which the shares~~ ofemployees ~~Common~~for ~~Stock~~a ~~covered~~specified byperiod ~~this~~following ~~prospectus may actually be sold will be determined by~~ the ~~prevailing~~term. ~~public~~In ~~market price for shares of our Common Stock~~addition, ~~by negotiations between~~ the ~~Selling~~agreement ~~Stockholder~~includes ~~and~~customary ~~buyers~~limitations of ~~our~~liability ~~Common~~and ~~Stock~~provides that init ~~private~~is ~~transactions~~governed orby asDelaware ~~otherwise described in “Plan of Distribution~~law.”

THE ~~PRIVATE~~ELOC ~~PLACEMENT~~TRANSACTION

OnEquity ~~December~~Line 4, 2025, the Company and the Selling Stockholder entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to the Selling Stockholder an aggregate of 1,657,460 shares of Common Stock, or Pre-Funded Warrants exercisable for $0.0001 per share in lieu thereof, and accompanying Warrants to purchase up to 3,314,920 shares of Common Stock in the Private Placement, for gross proceeds of approximately $6 million, before deducting the Placement Agent’s fees and other estimated offering expenses. The purchase price per share (or Pre-Funded Warrant in lieu thereof) is $3.62.Credit

~~Each~~Equity ~~Pre-Funded~~Purchase 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. The Warrants will be exercisable immediately following receipt of Stockholder Approval for the issuance of the Warrants and the Warrant Shares 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.Agreement

~~The~~On ~~Pre-Funded~~April ~~Warrants~~7, ~~and~~2025 (the ~~Warrants~~“ELOC ~~issued~~Execution inDate”), ~~the~~we ~~Private~~entered ~~Placement~~into ~~provide~~the ~~that~~Equity aPurchase ~~holder~~Agreement ofwith ~~Pre-Funded~~Yield ~~Warrants~~Point. orUnder ~~Warrants,~~the asEquity Purchase ~~applicable~~Agreement, ~~will~~ ~~not~~we have the right, but not the obligation, to ~~exercise~~direct ~~any~~Yield ~~portion~~Point to purchase up to $60 million (the “Maximum Commitment Amount”) in shares of ~~its~~our ~~Pre-Funded~~Common ~~Warrants~~Stock orupon ~~Warrants~~satisfaction ifof ~~such~~certain ~~holder,~~terms ~~together~~and ~~with~~conditions ~~its~~contained ~~affiliates,~~in the Equity Purchase ~~and~~Agreement, ~~any~~including, ~~other~~without ~~party~~limitation, ~~whose~~an ~~holdings~~effective ~~would~~registration bestatement ~~aggregated~~filed with ~~those~~the ofSEC registering the ~~holder~~resale ~~for~~of ~~purposes~~the shares of ~~Section~~Put 13Stock (ddefined below) orand ~~Section~~the 16shares of ~~the~~Commitment ~~Exchange~~Stock (defined below) and additional shares to be sold to Yield Point from ~~Act~~time ~~would~~to ~~beneficially~~time ~~own~~under inthe ~~excess~~Equity ofPurchase 9Agreement.~~99%~~ ~~for~~The term of the ~~Pre-Funded~~Equity ~~Warrants~~Purchase ~~and~~Agreement ~~4.99%~~began ~~for~~on the ~~Warrants~~ELOC ofExecution Date and ends on the ~~number~~earlier of (i) the date on which Yield Point shall have purchased shares of Common Stock ~~outstanding~~issued, ~~immediately~~or ~~after~~that ~~giving~~we ~~effect~~shall be entitled to ~~such~~issue, ~~exercise~~per ~~(the~~any ~~“Beneficial~~applicable ~~Ownership~~Put ~~Limitation”);~~Notice ~~provided, however,~~in ~~that~~accordance with the ~~holder~~terms ~~may~~and ~~increase~~conditions orof ~~decrease~~ the ~~Beneficial~~Equity ~~Ownership~~Purchase ~~Limitation~~Agreement by(the ~~giving~~“Put Stock”) ~~notice~~equal to the ~~Company~~Maximum Commitment Amount, ~~with~~(ii) ~~any~~the ~~such increase~~date ~~not~~that ~~taking~~is ~~effect~~twelve ~~until~~(12) ~~the~~months ~~sixty-first~~from ~~day~~the ~~after~~date ~~such~~the ~~notice~~registration statement is ~~delivered~~declared toeffective, ~~the~~(iii) ~~Company~~written ~~but~~notice ~~not~~of termination by us to ~~any~~Yield ~~percentage~~Point in(which ~~excess of~~shall ~~9.99%.~~not ~~The~~occur ~~Warrants~~at ~~may~~any betime ~~exercised~~that onYield aPoint ~~cashless~~holds any ~~basis~~of ifthe ashares ~~registration~~of ~~statement~~Put ~~registering~~Stock), ~~Warrant~~or ~~Shares~~(iv) iswritten ~~not~~notice ~~effective. The~~of ~~Pre-Funded~~termination ~~Warrants~~by ~~may~~Yield bePoint ~~exercised~~to onus apursuant ~~cashless~~to ~~basis~~(the “Commitment Period”).

~~Subject~~During tothe ~~applicable~~Commitment ~~laws~~Period, we may direct Yield Point to purchase shares of Put Stock by delivering a ~~Warrant~~notice ~~and~~(a ~~Pre-Funded~~“Put ~~Warrant~~Notice”) to ~~may~~Yield bePoint. ~~transferred~~We atshall, in our sole discretion, select the ~~option~~number of shares of Put Stock requested in each Put Notice. However, such amount may not exceed the ~~holder~~Maximum ~~upon~~Put ~~surrender~~Amount of(as defined in the ~~applicable warrant~~Equity Purchase Agreement). The purchase price to usbe ~~together~~paid ~~with~~by Yield Point for the ~~appropriate~~shares ~~instruments~~of Put Stock will be ninety percent (90%) of ~~transfer~~the lowest trade of the Common Stock on the Principal Market during the Valuation Period (as defined in the Equity Purchase Agreement).

~~There~~In isconsideration nofor ~~trading~~Yield ~~market~~Point’s ~~available~~execution ~~for~~and delivery of, and performance under the ~~Warrants~~Equity orPurchase Agreement, on the ELOC Execution Date, we, in our discretion, either were to (i) pay to Yield Point in cash $1,800,000 (“Commitment Cash”) or (ii) issue the Pre-Funded ~~Warrants~~Warrant onto ~~any~~Yield ~~securities~~Point ~~exchange~~in ora ~~nationally~~form ~~recognized~~acceptable ~~trading~~to Yield Point in its sole discretion and having an exercise price per share of ~~system~~$0.0001, Wefor doYield ~~not~~Point’s ~~intend~~purchase toof ~~list~~shares of Common Stock (the ~~Warrants~~“Commitment orStock”) having a value of $1,800,000 based on closing price of the Common Stock on April 6, 2025. We chose to issue the Pre-Funded ~~Warrants~~Warrant. onAll ~~any~~of ~~securities~~the ~~exchange~~shares of Commitment Stock were fully earned as of the ELOC Execution Date, and the issuance of the shares of Commitment Stock is not contingent upon any other event or ~~nationally~~condition, ~~recognized~~including, ~~trading~~without limitation, the effectiveness of the Initial Registration Statement (defined below) or our ~~system~~submission of a Put Notice to Yield Point and irrespective of any termination of the Equity Purchase Agreement.

InOn ~~the~~May ~~event~~7, of2025, awe ~~fundamental~~filed ~~transaction,~~a asregistration ~~described~~statement inon ~~the~~Form ~~Warrants~~S-1 ~~and Pre~~(333-~~Funded~~287052), ~~Warrants~~as ~~and generally including any reorganization~~amended, ~~recapitalization~~ orwhich ~~reclassification~~was ofdeclared ~~our~~effective ~~Common~~on ~~Stock~~May 14, ~~the sale~~2025, ~~transfer~~relating to orthe ~~other~~resale ~~disposition~~ of ~~all~~an oraggregate ~~substantially all~~ of ~~our properties or assets~~37, ~~our consolidation or merger with or into another person~~833,333 ~~the~~shares ~~acquisition~~ of ~~more than 50% of our outstanding~~ Common Stock, (or ~~any~~1,261,111 ~~person~~shares ~~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~~reflect ~~upon exercise of~~ the ~~Warrants~~October ~~and~~2025 ~~Pre-Funded Warrants the~~reverse ~~kind~~stock ~~and~~split), ~~amount~~consisting of ~~securities~~(i) 33,333,333 ~~cash~~shares (or ~~other~~1,111,111 ~~property~~shares ~~that~~to ~~the~~reflect ~~holders would have received had they exercised~~ the ~~Warrants~~Reverse ~~and~~Stock ~~Pre-Funded Warrants~~Split), ~~immediately~~or ~~prior~~$15 tomillion ~~such fundamental transaction. In addition,~~ in ~~certain~~shares of ~~circumstances,~~Common ~~upon a fundamental transaction~~Stock, ~~the holder~~pursuant ~~will have the right~~ to ~~require us to repurchase its Warrants at~~ the ~~Black~~Equity ~~Scholes~~Purchase ~~Value; provided~~Agreement, ~~however,~~which ~~that,~~number ifof ~~the~~shares ~~fundamental transaction~~has isbeen ~~not~~calculated ~~within~~based ~~our~~on ~~control,~~the ~~including~~closing ~~not~~price ~~approved by~~ of our ~~board~~shares of ~~directors,~~Common ~~then~~Stock ~~the~~on ~~holder~~May ~~shall~~6, ~~only~~2025 beof ~~entitled~~$0.45 toper ~~receive the~~share; ~~same~~and ~~type~~(ii) or4,500,000 ~~form~~shares of ~~consideration~~Commitment Stock (~~and~~or ~~in the same proportion)~~150,000 atshares ~~the Black Scholes Value~~ of ~~the unexercised portion of the Warrant,~~Commitment ~~that~~Stock ~~is being offered and paid~~ to reflect the ~~holders~~October of2025 ~~Common~~reverse ~~Stock~~stock ~~in connection with the fundamental transaction~~split).

On November 11, 2026, we filed a registration statement on Form S-1 (333-291819), as amended, which was declared effective on December 5, 2025, relating to the resale of an aggregate of 7,000,000 shares of Common Stock pursuant to the Equity Purchase Agreement at a per share price of $3.48 per share of Common Stock on December 1, 2025.

This registration statement relates to the resale of an aggregate of 25,000,000 shares of Common Stock pursuant to the Equity Purchase Agreement at a per share price of $0.55 per share of Common Stock on July 1, 2026. Since the inception of the Equity Purchase Agreement, we have sold an aggregate of 5,741,111 shares of Common Stock for aggregate gross proceeds of approximately $10.3 million. After giving effect to such sales, approximately $49.7 million of the $60 million Maximum Commitment Amount remains available under the Equity Purchase Agreement, subject to the terms and conditions thereof. The remaining balance of the shares of Common Stock issuable pursuant to the Equity Purchase Agreement may be registered under one or more separate registration statements to be filed in the future.

Pursuant to the terms of 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 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 terms of the Purchase Agreement, the Company is 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; if the Company does not obtain Stockholder Approval at the first meeting, the Company is required to call a meeting every 90 days thereafter seeking Stockholder Approval until Stockholder Approval is received or the Warrants are no longer outstanding.

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.

The Company currently intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

A.G.P./Alliance Global Partners (the “Placement Agent”) acted as the placement agent for the Private Placement. Pursuant to the Placement Agent Agreement between the Placement Agent and the Company, dated December 4, 2025, the Company agreed to pay the Placement Agent a cash fee equal to 10.0% of the aggregate gross proceeds raised in the Private Placement and a cash fee of $500,000, and to reimburse the Placement Agent for certain reasonable, documented, and accountable expenses, including legal fees, of $60,000 in the aggregate.

In connection with the Closing, each executive officer and director of the Company has entered into a lock-up agreement with the Placement Agent pursuant to which, from the date of the Closing until 90 days following the date the registration statement has been declared effective, such executive officer or director will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to, any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by such executive officer or director, subject to customary exceptions, or make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or Common Stock Equivalents or publicly disclose the intention to do any of the foregoing.

MARKET PRICE OF OUR COMMON STOCK AND DIVIDEND INFORMATION

Market Price of Our Common Stock

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

On ~~December~~July 191, ~~2025~~2026, the closing sale price of our Common Stock was $30.0055 per share.

As of ~~December~~July 222, ~~2025~~2026, there were approximately ~~5,100~~51 holders of record of our Common Stock.

Dividend Policy

On November 25, 2025, the Company and iQSTEL, Inc. announced that each company plans to distribute $500,000 worth of its own shares as a one-time, pro-rata dividend to its own respective shareholders and security holders, while preserving the full $1,000,000 in cross-ownership shares. On December 5, 2025, the Company announced that it plans to distribute a special dividend valued at $500,000 in the form of its shares of Common Stock shares to all of its shareholders of record as of December 15, 2025 on a pro-rata basis. On December 11, 2025, the Company announced an updated dividend distribution ratio of 0.0180 per share of Common Stock to its shareholders and security holders. The dividend was paid on December 30, 2025.

We do not anticipate paying any cash dividends in the foreseeable future. If we incur indebtedness in the future to fund our future growth, the terms of such indebtedness may further constrict our ability to pay dividends.

2726

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CYCURION

Throughout this section, unless otherwise noted, “we,” “our,” “us,” “Cycurion” and the “Company” refer to Cycurion, Inc. You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the notes included elsewhere in this prospectus.

Our Business

We deliver high-quality, cybersecurity solutions to federal government civilian, defense, and judiciary agencies in addition to commercial clients across a variety of industries. Through our operating subsidiaries and strategic partnerships, we have numerous prime and subcontracts with key government agencies. Our growth engine is driven by organic business solutions and strategic acquisitions of cyber/ infrastructure service providers.

Our Subsidiaries

Cycurion Sub, Inc.

We own our operating subsidiaries through Cycurion Sub., Inc., a Delaware corporation that, until the closing date of the de-SPAC, was known as “Cycurion, Inc.” We continue to conduct our business through the three below-described entities, which are now indirectly wholly-owned second-tier subsidiaries by virtue of the recent closing of the de-SPAC transaction described in the section “Our Background”.

Cycurion Crypto Inc.

Our direct wholly-owned subsidiary, Cycurion Crypto, a Delaware corporation, was formed in July 2025 as part of our strategic initiative to position the Company within the expanding digital asset ecosystem and will manage a crypto treasury.

Axxum Technologies LLC

Organized in the Commonwealth of Virginia on December 29, 2006, Axxum is a cybersecurity provider with successful assignments within the multiple sub-agencies of the Department of Homeland Security. We acquired Axxum in November 2017. Following the acquisition, we continued Axxum’s core operations of providing contractor services to its existing federal government customer base while leveraging our existing processes and tools to expand its commercial footprint.

Cloudburst Security LLC

Cloudburst is a cybersecurity provider with successful assignments within highly sensitive government agencies and other commercial organizations. We acquired Cloudburst in April 2019. Following the acquisition, we continued Cloudburst’s core operations of providing mission-critical and highly sensitive government agencies and other commercial organizations with high-quality, innovative cybersecurity services. Cloudburst focuses on providing tailored solutions that leverage the industry’s best minds and technologies to predict, protect, detect, respond, and sustain our clients from the latest evolving cyber threats.

Cycurion Innovation, Inc.

Cycurion Innovation, Inc. was formed in connection with our acquisition of assets from Sabres, a leading Israeli-based cyber security provider. It operates our Cycurion Security Platform’s line of products allows our customers to improve their cyber posture with its MDP SaaS platform. This platform efficiently bundles and easily implements the external protection of a Web Application Firewall (WAF) and the internal protection of Bot Mitigation. Bot Mitigation is the reduction of risk to applications, Application Program Interfaces (APIs), and backend services from malicious bot traffic that fuels common automated attacks, such as Distributed Denial of Service (DDoS) campaigns and vulnerability probing. The costs of single-layer security can be measured in terms of money, time, and risk, as well as the damage wrought by a data breach, which millions of businesses experience each year. Through this interaction of the WAF and Bot Mitigation, the MDP is able to reinforce these layers of security and generate new security layers in real time in response to emerging threats. This process is directed by our Cycurion Security Platform’s proprietary, cloud-based artificial intelligence (“AI”) algorithm. Crucially, the AI underpinning the MDP platform is constantly evolving to counter new threats. Through a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that newly acquired knowledge to protect all MDP clients better.

SLG Innovation, Inc.

We have 51% ownership of SLG, an Illinois corporation formed in 2010, and are currently a subcontractor for several keystone contracts held by SLG. The SLG team has an average of over 25 years of experience in the development, planning, implementation, and management of information systems. SLG’s leadership team offers years of combined success in answering the needs of government agencies and healthcare organizations across the country.

Results of Operations for the years ended December 31, 2024 and 2023

	Years Ended December 31,
	2024			2023
Revenue	$	17,771,485		$	19,350,208
Cost of revenue		14,136,742			16,707,148
Gross profit		3,634,743			2,643,060
Selling, general and administrative		(1,218,630	)		(2,316,649	)
Interest and other expenses		(1,186,512	)		(2,419,637	)
Net income/loss	$	1,229,601		$	(2,097,013	)

Revenue

Revenues decreased $1,578,723 (8.16%) to $17,771,485 for the year ended December 31, 2024, as compared to $19,350,208 for the year ended December 31, 2023.

We attribute this decrease in the revenues for the year ended December 31, 2024 to the conclusion of key contracts with the federal government and state and local agencies, partially offset by new business segments and contracts.

Cost of Revenue

The cost of revenue for the year ended December 31, 2024, was approximately $14,136,742, nearly all of which is related to costs incurred while delivering services to our customers and expansion of our employee base to address our business growth. Conversely, the cost of revenue for the year ended December 31, 2023, was approximately $16,707,148, nearly all of which is related to costs incurred while servicing our contracts, including contractual and servicing obligations with our employees and contractors. This $2,570,406 (15.39%) decrease in the cost of revenues is directly attributable to lower contractor-related expenses.

Research and Development

We did not have any Research and Development expenses for the years ended December 31, 2024 and December 31, 2023.

Selling, General and Administrative

Our selling, general and administrative expenses decreased by $1,098,019 (47.40%) to $1,218,630 for the year ended December 31, 2024, compared to $2,316,649 for the year ended December 31, 2023, respectively. We attribute this improvement to reduced legal, administrative, and consulting fees in 2024.

Interest and Other Expense

Interest and other expense was approximately $(1,186,512) and $(2,419,637) for the years ended December 31, 2024 and 2023, respectively. These expenses for the year ended December 31, 2024 include $1,209,502 in interest-related expenses and losses, related to the payment of our bank instrument, and other loan obligations. We attribute this $1,233,125 (50.96%) decrease of interest and other expenses to reduced or renegotiated interest expenses in 2024.

Cash Flows

	Years Ended December 31,
	2024			2023
Cash and cash equivalents at the beginning of the period	$	607,869		$	96,185
Net cash used in operating activities		(1,371,281	)		(1,987,771	)
Net cash used in investing activities		(885,066	)		(706,707	)
Net cash provided by financing activities		1,689,268			3,206,162
Cash and cash equivalents at the end of the period	$	40,790		$	607,869

Operating Activities

For the year ended December 31, 2024, net cash used by operating activities was $1,371,281, which included $1,229,601 in net profits, $3,238,749 increase in accounts receivable, $253,902 decrease in deferred revenue, and $908,854 increase in accounts and other payables. We also incurred a marginal $6,566 non-cash adjustment to the amortization of debt discount.

For the year ended December 31, 2023, net cash used in operating activities was $1,987,771, which included $2,097,013 in net losses, $4,636,805 increase in accounts receivable, $242,099 increase in deferred revenue, and $3,105,223 increase in accounts and other payables. We also incurred a $1,094,131 non-cash adjustment to the amortization of debt discount.

Investing Activities

For the year ended December 31, 2024, net cash used in investing activities was approximately $885,066. This was primarily used in the purchase of equipment, and servicing notes issued by Western.

For the year ended December 31, 2023, net cash used in investing activities was approximately $706,707. This was used in the purchase of equipment.

Financing Activities

For the year ended December 31, 2024, net cash provided by financing activities was $1,689,268. The net cash provided includes $1,000,000 in proceeds from a private placement, $405,000 in proceeds from notes payables and $252,314 in proceeds from our line of credit.

For the year ended December 31, 2023, net cash provided by financing activities was $3,206,162. The net cash provided includes $2,000,000 in proceeds from a private placement and $1,084,000 in proceeds from notes payables, offset by $193,305 used in the repayment of bank borrowings.

From the date of the closing of our de-SPAC transaction (February 14, 2025) to April 17, 2025, otherwise unaffiliated persons converted 2,999.3 shares of the Company’s Series B Preferred Stock into 199,955 shares of Common Stock and 6,666,667 shares of our Series D Preferred Stock into 222,222 shares of Common Stock.

From the date of the closing of our de-SPAC transaction (February 14, 2025) to April 17, 2025, otherwise unaffiliated persons exercised 694,530 Series A warrants for the purchase of 23,151 shares of Common Stock; 2,400,000 Series B warrants for the purchase of 160,000 shares of Common Stock; 4,382,033 Series D warrants for the purchase of 292,135 shares of Common Stock; and 270,137 common stock warrants for the purchase of 9,004 shares of Common Stock for gross proceeds of approximately $3.5 million.

Liquidity and Capital Resources

Going Concern

We have incurred operating losses since inception through the end of our 2023 fiscal year, having had negative cash flow from operations. As of December 31, 2024, we had an accumulated deficit of approximately $3,203,361, an improvement compared to our accumulated deficit of approximately $4,432,962 at December 31, 2023. The decline in our deficit was the result of net profits of $1,229,601 incurred during our fiscal year 2024. Furthermore, we expect possible, significant operating losses for the next few years. We also utilized cash in operations of approximately $1,371,281 in the twelve months ended December 31, 2024. As of December 31, 2024, we had unrestricted cash of approximately $40,700, a decrease of $567,000 from approximately $607,000 at December 31, 2023. As of December 31, 2024, our total assets increased to approximately $25.7 million from approximately $20.8 million at December 31, 2023, primarily due to a $3.2 million increase in our accounts receivable and $1.8 million increase in investments held in trust.

Based on our current capital resources as of December 31, 2024, including our unrestricted cash and accounts receivable (net) of $10.3 million, we expect to be able to continue our operations for a minimum of 12 months as of the date of these financial statements. The following table provides aging analysis of our accounts receivable for 2023 and 2024. As we have broadened our business customer base, the nature of our payment and cash receipt cycle has changed. Many of our corporate customers have longer payment terms. We expect that this trend to continue as we acquire additional commercial customers.

Accounts Receivable Aging Analysis without SLG ($)

	Current		30 days		60 days		90 days		90+ days
2024		3,332,464		1,121,062		1,482,192		1,130,038		1,904,536
2023		2,395,952		3,806,985		970,411		1,101,005		2,571,450

Our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient, consistent cash flow from operations to meet the expected growth in our obligations. We intend to continue to seek additional debt or equity financing to continue our operations.

We prepare our consolidated financial statements on a going concern basis, which implies that we may not continue to meet our obligations and continue our operations for the next fiscal year. Our continuation as a going concern depends on our ability to obtain necessary debt or equity financing to continue operations until we begin generating positive cash flow.

There is no assurance that we will ever be consistently profitable or, notwithstanding our recent financing activities, that debt or equity financing will be available to us in the amounts, on terms, and at times deemed acceptable to us, if at all. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business, as planned, and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.

Off-balance sheet arrangements

We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined in the SEC rules and regulations.

Revenue Recognition

We adopted the new revenue standard, ASC 606, on January 1, 2018, using the full retrospective approach. The adoption did not have an effect on 2024 or 2023 revenue recognition or a cumulative effect on opening equity, as the timing and measurement of revenue recognition is materially the same as the old standard under ASC 605. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation

For contracts where the period between when we transfer a promised good or service to the customer and when the customer pays is one year or less, we have elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component.

Stock-based compensation

We measure and recognize compensation expense for all options based on the estimated fair value of the award on the grant date. We use the Black-Scholes option-pricing model to estimate the fair value of option awards. The fair value is recognized as expense on a straight-line basis over the requisite service period. We account for forfeitures as they occur. We recognize expense for awards where vesting is subject to a market or performance condition based on the derived service period. Expense for awards with performance conditions would be estimated and adjusted on a quarterly basis based upon our assessment of the probability that the performance condition will be met.

The determination of the grant date fair value of options using an option pricing model is affected principally by our estimated fair value of shares of our Common Stock and requires management to make a number of other assumptions, including the expected life of the option, the volatility of the underlying shares, the risk-free interest rate and expected dividends. The assumptions used in our Black-Scholes option-pricing model represent management’s best estimates at the time of measurement. These estimates are complex, involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. If any assumptions change, our stock-based compensation expense could be materially different in the future.

These assumptions are estimated as follows:

● Fair Value of Common Stock. As our Common Stock has not historically been publicly traded, we estimated the fair value of our Common Stock. See “Fair Value of Common Stock” and “Common Stock Valuation Methodology” sections. ● Expected Term. The expected term represents the period that our options are expected to be outstanding. We calculated the expected term using the simplified method for options based on the average of each option’s vesting term and the contractual period during which the option can be exercised, which is typically 10 years following the date of grant. ● Expected Volatility. The expected volatility was based on the historical share volatility of several of our comparable publicly traded companies over a period of time equal to the expected term of the options, as we do not have any trading history to use the volatility of our Common Stock. ● Risk-Free Interest Rate. The risk-free interest rate was based on the yields of U.S. Treasury securities with maturities appropriate for the term of the award. ● Expected Dividend Yield. We have not paid dividends on our Common Stock nor do we expect to pay dividends in the foreseeable future.

Fair Value of Common Stock

Historically, for all periods prior to this offering, our board of directors estimated the fair values of the shares of Common Stock underlying our options on each grant date. In order to determine the fair value, our board of directors considered, among other things, contemporaneous valuations of our Common Stock and preferred stock prepared by unrelated third-party valuation firms in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. Given the absence of a public trading market of our capital stock, our board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of our Common Stock, including:

● contemporaneous third-party valuations of our Common Stock; ● the prices, rights, preferences, and privileges of our preferred stock relative to our Common Stock; ● our business, financial condition, and results of operations, including related industry trends affecting our operations; ● the likelihood of achieving a liquidity event, such as an initial public offering or sale of our company, given prevailing market conditions; ● the lack of marketability of our Common Stock; ● the market performance of comparable publicly traded companies; and ● U.S. and global economic and capital market conditions and outlook.

Critical accounting policies and significant judgments and estimates

We prepare our financial statements in accordance with GAAP. The preparation of our financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, costs, and expenses. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. Our most critical accounting policies are summarized below. See Note 2 to our consolidated financial statements for the years ended December 31, 2024 and 2023 for a description of our other significant accounting policies.

We review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each fiscal year or more frequently if impairment indicators arise. The review of impairment consists of using a qualitative approach to determine whether it is more than likely that the fair value of the assets is less than their respective carrying values or a one-step qualitative impairment test.

In performing the qualitative assessment, we consider many factors in evaluating whether the carrying value of goodwill may not be recoverable, including an analysis of the firm’s contract backlog and sales pipeline. While the contract backlog is confirmed contractual wins, the sales pipeline is evaluated by management to determine the uncertainty of the pipeline. Each potential contractual win is assigned a probability of win score to address the potential uncertainty. Thus, it provides a conservative estimate of any future contractual wins. If, based on the qualitative assessment results, it is concluded that the fair value of a reporting unit may not exceed its carrying value, additional quantitative impairment testing is performed.

The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill).

We use a discounted cash flow approach to determine the fair value of a reporting unit. The determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the discount rate being the weighted average cost of capital for the firm, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts.

Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. We evaluate the merits of each significant assumption, both individually and in the aggregate, used to determine the fair value of the reporting units, as well as the fair values of the corresponding assets and liabilities within the reporting units.

Given that we operated at a net profit in 2024, we performed quantitative impairment testing as second step to validate our qualitative testing. Based on our quantitative impairment testing, the fair value of goodwill substantially exceeds the carrying value.

Goodwill

	2024		2023
Axxum Technologies	$	5,153,266	$	5,153,266
Cloudburst Security		1,439,038		1,439,038
Total Cycurion Goodwill	$	6,592,304	$	6,592,304

Recent accounting pronouncements

See Note 2 to our consolidated financial statements for the years ended December 31, 2024 and 2023 for a description of recent accounting pronouncements applicable to our financial statements.

Financial Overview

A number of factors have contributed to our third quarter of 2025 results of operations, the most significant of which are described below. More details on these changes are presented below within our “Results of Operations” section.

● The execution of the SLG Innovation Inc. transaction. ● The completion of the business combination with Western Acquisition Ventures Corp.

Results of Operations

Table MD&A 1: Consolidated Results of Operations

	For the Three Months Ended						For the Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2025			2024			2025			2024
Net revenues	$	3,833,038		$	4,450,447		$	11,591,003		$	13,694,614
Cost of revenues		3,562,559			3,732,431			10,406,824			11,605,722
Gross profit		270,479			718,016			1,184,179			2,088,892
Gross profit percentage		7.1	%		16.1	%		10.2	%		15.3	%
Operating expenses:
Selling, general and administrative expenses		2,719,600			299,233			5,244,323			963,000
Stock compensation expenses		2,082,000			-			3,094,443			10,000
Business combination expenses		-			-			11,240,114			-
Total operating expenses		4,801,600			299,233			19,578,880			973,000
Operating (loss)/income		(4,531,121	)		418,783			(18,394,701	)		1,115,892
Interest income		1,770			-			1,770			20,211
Interest expense		(712,374	)		(319,666	)		(1,506,657	)		(1,033,496	)
Gain on debt settlement, net		2,016,469			-			1,250,139			-
Other (expense)/income		(14,761	)		16,976			(129,468	)		7,105
Other expense/(income), net		1,291,104			(302,690	)		(384,216	)		(1,006,180	)
(Loss)/income before income taxes		(3,240,017	)		116,093			(18,778,917	)		109,712
Provision for income tax		-			-			-			-
Net (loss)/income		(3,240,017	)		116,093			(18,778,917	)		109,712
Less: Net loss attributable to non-controlling interest		116,700			-			218,359			-
Net (loss)/income attributable to Cycurion	$	(3,123,317	)	$	116,093		$	(18,560,558	)	$	109,712

Revenue

Revenues for the three months ended September 30, 2025 decreased $0.6 million or 13.9% compared to the three months ended September 30, 2024. For the nine months ended September 30, 2025, revenues decreased by $2.1 million or 15.4% compared to same period in 2024.

We attribute this decrease in the revenues in 2025 compared to 2024 to delayed start dates of new federal, state and local contracts and the company’s focus on more profitable business.

Cost of Revenue

The cost of revenue for the three and nine months ended September 30, 2025, was approximately $3.6 million and $10.4 million, respectively, compared to $3.7 million and $11.6 million for the same periods in 2024, respectively. The cost of revenue is driven by the costs incurred while delivering services to our customers.

Selling, general and administrative (“SG&A”) expenses

Our selling, general and administrative (“SG&A”) expenses increased in 2025 compared to 2024 due to additional expenses being recognized in 2025 due to increased costs associated with being a publicly traded company and the addition key individuals for the company’s growth strategy.

Stock compensation expenses

Stock compensation expenses increased in 2025 compared to 2024 as a result of new compensation agreements with executives.

Business combination expenses

Business combination expenses in 2025 are a result of the business combination with Western in Q1 2025.

Interest income

Interest income for both the three and nine months ended September 30, 2025 was $1,770, compared to $0 and $20,211 for the three and nine months ended September 30, 2024. The change in interest income is a result of the balance of the underlying interesting earning assets.

Interest expense

Interest expense for the three and nine months ended September 30, 2025 was $0.7 million and $1.5 million, respectively, compared to $0.3 million and $1.0 million for the three and nine months ended September 30, 2024. The change in interest expense is a result of a the underlying debt instruments. For further information refer to debt footnotes.

Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash from operations, borrowings under our debt financing arrangements and equity raises through our equity line. As of September 30, 2025, we had $3.7 million in cash and cash equivalents. We believe that our current cash position, access to the capital markets and cash flow generated from operations should be sufficient for our operating requirements through the next several fiscal years.

Cash Flow

Table MD&A 2: Net Changes in Cash and Cash Equivalents

	For the Nine Months Ended
	September 30, 2025			September 30, 2024
Net cash used in operating activities	$	(8,771,919	)	$	(1,165,585	)
Net cash provided by/(used in) investing activities		1,601,523			(697,001	)
Net cash provided by financing activities		10,781,680			1,330,421
Net increase/(decrease) in cash and cash equivalents	$	3,611,284		$	(532,165	)

Net Cash Used In Operating Activities

For the nine months ended September 30, 2025, net cash used by operating activities was $8.8 million, compared to $1.2 million for the nine months ended September 30, 2024. The main driver of this increase is the additional merger expenses incurred in 2025.

Net Cash Provided By/(Used In) Investing Activities

For the nine months ended September 30, 2025, net cash provided in investing activities was approximately $1.6 million, compared to a $0.7 million use of cash for the nine months ended September 30, 2024. The cash inflow in 2025 was a result of the Trust Account for redemption and cash released from the Trust Account to the Company.

Net Cash Provided by Financing Activities

For the nine months ended September 30, 2025, net cash provided by financing activities was $10.8 million. The net cash provided includes $5.9 million in proceeds from the equity line of credit, $3.7 million proceeds provided from the exercise of warrants, $2.4 million in proceeds from convertible notes payable, $0.5 million in proceeds provided from notes payable, partially offset by a cash outflow of $1.0 million cash used in redemption of common stock.

For the nine months ended September 30, 2024, net cash provided by financing activities was $1.3 million. The Company received $1.0 million from a private placement.

Going Concern

We have incurred operating losses since inception through the period ended September 30, 2025, having had negative cash flow from operations. As of September 30, 2025, we had an accumulated deficit of approximately $21.8 million, as compared to our accumulated deficit of approximately $3.2 million as of December 31, 2024. The increase of our accumulated deficit was a result of our net losses for the nine months ended September 30, 2025.

Furthermore, we expect continued, significant operating losses for the next few years. We also utilized cash in operations of approximately $8.8 million in the nine months ended September 30, 2025. As of September 30, 2025, we had unrestricted cash of approximately $3.7 million, an increase of $3.6 million from approximately $38,742 as of December 31, 2024. As of September 30, 2025, our total assets increased to approximately $32.3 million from approximately $25.6 million as of December 31, 2024, primarily due to increases in goodwill. Based on our current capital resources as of September 30, 2025, including our unrestricted cash and accounts receivable, net of $6.7 million, we expect to be able to continue our operations for a minimum of 12 months as of the date of this quarterly report. Nevertheless, our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient, consistent cash flow from operations to meet the expected growth in our obligations. We intend to continue to seek additional debt or equity financing to continue our operations.

Our consolidated financial statements have been prepared on a going concern basis, which implies we may not continue to meet our obligations and continue our operations for the next fiscal year. The continuation of our Company as a going concern is dependent upon our ability to obtain necessary debt or equity financing to continue operations until we begin generating positive cash flow.

Off-balance sheet arrangements

We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined in the SEC rules and regulations.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates, judgments, and assumptions that affect the amounts reported. Actual results could differ from those estimates. The 2024 Form 10-K, as filed with the SEC on April 17, 2025, includes a summary of critical accounting policies we believe are the most important to aid in understanding our financial results. There have been no changes to those critical accounting policies that have had a material impact on our reported amounts of assets, liabilities, revenues, or expenses during the nine months ended September 30, 2025.

BUSINESS

Company Overview

We were originally incorporated as KAE Holdings, Inc., under the laws of the State of Delaware in 2017, with the purpose of acquiring and holding operating entities in the cybersecurity industry. On July 14, 2020, we changed our name from KAE Holdings, Inc. to Cyber Secure Solutions, Inc., and, on February 24, 2021, to Cycurion, Inc.

We deliver high-quality, cybersecurity solutions to federal government civilian, defense, and judiciary agencies in addition to commercial clients across a variety of industries. We, through our operating subsidiaries and strategic partnerships, have numerous prime and subcontracts with key government agencies. Our growth engine is driven by organic business solutions and strategic acquisitions of cyber/ infrastructure service providers.

Our Business

We provide innovative custom solutions for our clients by adapting our knowledge base and government-level experience to create dynamic solutions to best serve our client’s IT and cybersecurity needs. We assess, secure and advise your organization by leveraging our government proven, cutting edge techniques, custom tools and extensively knowledgeable personnel to revolutionize the client’s cybersecurity posture.

Our Services

Consulting and Advisory Services

Managed IT Services

Managed IT services is a services model in which a MSP remotely manages the day-to-day IT offerings for a client under a SLA. This includes remote monitoring and management of servers, disaster recovery, IaaS, PaaS, and SaaS. In short, managed IT services provides businesses with IT support and maintenance on an ongoing basis.

IT services are typically provided on a break-fix basis, meaning that the client only calls the provider when there is a problem with IT infrastructure. Managed IT services, on the other hand, are provided on an ongoing basis under an SLA. This means that the MSP is responsible for the day-to-day maintenance of the client’s IT infrastructure and is always monitoring and managing the system to ensure it is running smoothly.

Managed Security Services

We are a professional and trusted provider of managed security services. We have designed comprehensive security management solution to help organizations protect their digital assets against various cyber threats. Our MSS include 24/7 monitoring, threat detection, incident response and remediation. Our Security Operations Center (SOC) as a service offers organizations with a team of security professionals dedicated to monitoring and managing their security infrastructure.

Our Industries

Enterprise Business

Enterprise level organizations face a litany of challenges when curating and implementing a successful IT environment. Challenges generally evolve from multiple points, such as finding experienced and deeply knowledgeable IT staff that is prepared for all security eventualities, to creating a comprehensive, functional, and compliant interface tends to create a high cost, knowledge deficient, and overwhelmed staff that often lacks in providing a positive ROI, and at times a cost-prohibitive scenario.

As digitization of operations becomes a necessity in the current environment, we plan to help our customers hire the right personnel and implement proper protocols in a time- and cost-efficient manner. We will take the responsibility from initial analysis to full spectrum implementation of our services, duly optimizing our customers’ organization and digital environment for the future.

We offer an evolutionary solution for this knowledge gap by providing deeply knowledgeable experts and highly trained analysts directly to our customers’ organization as a service. Our contract analysts provide more than just their individual expertise to solve specific challenges but also will leverage Cycurion’s entire repository of collective knowledge, techniques and methodologies to our customers’ organization, at a cost below that of hiring an IT department, while providing highly efficient, multi-disciplined and deeply knowledgeable expert solutions to our customers.

Government

Government entities face a number of compliance and certification challenges. With constantly changing legislation, meeting government mandate and expectations in the IT environment is often a challenge. We leverage our historical knowledge and extensive experience on the federal level to continue to fulfill all of IT needs across the government organization.

Bad actors attack government agencies by targeted cyber threats, personnel exploitation and creative manipulation to gain access to critical systems and infrastructure through unperceived vulnerabilities. Public platforms, such as social media, surface, deep and dark web, present substantial risks through knowledge gaps in personnel training, presenting high risk and substantial possibility of security failure. We have been defending and optimizing these environments at the federal level for over a decade and, as a result, have created a robust and predictive methodology to defend and optimize government organizational and security gaps in order to mitigate these threats and vulnerabilities before they are compromised. We provide the knowledge, experience and analytical understanding of this environment to evolve our services to meet current and future needs across the IT spectrum.

Our extensive knowledge and real-world experience with government agencies allow us to understand the operational, security and overall IT needs and challenges that such agencies must overcome to achieve their mandate. We leverage our experience in this space allowing us to provide best-practice solutions throughout the IT environment.

Small and Medium Businesses

We offer IT solutions for small and medium businesses through different management plans by offering IT services and solutions with the same resources, concentrations and knowledge-based analytical methodology that are used for our enterprise and government clients. We provide roadmaps to successful integration, streamlining the businesses’ operation for maximum effectiveness by developing comprehensive IT solutions to navigate the modern cyber environment. We leverage our expertise and experience from our work in the federal environment, custom tailoring these solutions to your business, no matter the size, while focusing on our customers’ business needs and budget.

Healthcare

We understand that healthcare organizations must manage a vast array of rapidly evolving complexities. Our company will lead healthcare organizations through the demands of HIPAA / HITECH security and privacy compliance requirements. We offer healthcare IT services to augment and refine an organization through auditing and assessment of the organization, staff, applications, compliance, risk, vulnerability and infrastructure in order to improve the entity’s ability to better serve the healthcare needs of the organization’s clients.

We understand the key drivers of the healthcare market, and continually create focused, innovative and repeatable solutions. We provide technology services to improve service delivery with a focus on system integration, process reengineering, cloud/web / mobile development, solutions for coordinated community care and case management applications. We have extensive experience providing management consulting from strategic planning, IT assessment, project management, application rationalization, enterprise architecture, organizational change management and training.

Enterprise Business

We offer an evolutionary solution for this knowledge gap by providing deeply knowledgeable experts and highly trained analysts directly to our customers’ organization as a service. Our contract analysts provide more than just their individual expertise to solve specific challenges, but also will leverage Cycurion’s entire repository of collective knowledge, techniques and methodologies to our customers’ organization, at a cost below that of hiring an IT department, while providing highly efficient, multi-disciplined and deeply knowledgeable expert solutions to our customers.

Higher Education

We offer cybersecurity services and solutions for universities and ~~high~~higher education and protect our customers’ systems, information and students from cyber threats and attacks. Our end-to-end managed cybersecurity solutions include: (i) IT and cybersecurity audit, consulting and advisory services; (ii) ~~Security Operation Center (~~SOC) ~~Network~~network services; (iii) virtual chief information security officers; and (iv) cyber awareness and threat intelligence training services. We have over 150 years of experience on our management team and have served over 275,000 students.

Cycurion ARx Platform

The Cycurion ARx platform is a turnkey web application protection and managed security solution that combines the essential cybersecurity layers in a comprehensive, customizable platform. This platform offers: (i) Geo Gate Protection; (ii) ~~DDoS~~DoS Protection; (defined below); (iii) WAF (defined below) and ~~API~~ APIs (defined below) Protection; (iv) Endpoint Protection; and (v) Bot Hunter Protection.

● Geo Gate Protection. This reverse proxy server makes geographic restrictions easy, thus reducing unwanted traffic. ● ~~DDoS~~DoS Protection. This ~~distributed~~ denial-of-service (“~~DDoS~~DoS”) protection mitigates the threat from malicious actors attempting to flood the entry point of an application. ● WAF and API Protection. Web Application Firewall (“WAF”) protection inspects requests in real-time and filters out harmful traffic, while application ~~programing~~programming interfaces (“API”) protection is a defense mechanism involving a two-step process of authenticating the data sender and inspecting the data to ensure no malicious data injections have occurred. ● Endpoint Protection. This countermeasure ensures that devices follow compliance and security policies, preventing intrusion from particular vectors. ● Bot Hunter Protection. Our proprietary algorithm provides detection and protection against non-human activity. This can prevent low-level threats like unwanted scraping, and high-level threats like attempted system breaches.

Key Performance Indicators

	2024		Margin			2023			Margin
Gross Profit ($)		3,634,743		20.5	%		2,643,060			13.7	%
Operating Income ($)		2,416,113		13.6	%		326,411			1.7	%
Net Income/(Loss) ($)		1,229,601		6.9	%		(2,097,013	)		(10.8	)%
				Total						Total
Number of Customers				41						38

Our Subsidiaries

Cycurion Sub, Inc.

~~Our~~We ~~direct~~own ~~subsidiary,~~our operating subsidiaries through Cycurion Sub., Inc., a Delaware corporation that, until the closing date of the de-SPAC, was known as “Cycurion, Inc.”, ~~owns~~We ~~100%~~continue ofto ~~our operating subsidiaries. Consequently, we~~ conduct our business through the three ~~indirectly~~below-described entities, which are now indirectly wholly-owned second-tier subsidiaries ~~described~~by ~~below~~virtue of the recent closing of the de-SPAC transaction.

Cycurion Crypto Inc.

Our direct wholly-owned subsidiary, Cycurion Crypto, a Delaware corporation, was formed in July 2025 as part of our strategic initiative to position usthe Company within the expanding digital asset ecosystem. ~~Cycurion~~and ~~Crypto~~ will ~~support~~manage ~~our~~a ~~growth~~crypto ~~and capital strategy by:~~treasury.

● enhancing our investor appeal by diversifying reserves and aligning with technology-forward capital markets, creating an additional narrative to support future capital raises while maintaining a strong liquidity position; ● positioning us within blockchain security, an emerging intersection with our core zero-trust and cybersecurity offerings, enabling future revenue opportunities from crypto-native clients and infrastructure projects; ● strengthening our market position by appealing to institutional and retail investors seeking exposure to blockchain innovation through a disciplined, regulated public company structure; and ● creating optionality for future spinouts, partnerships or blockchain-focused grant funding to accelerate growth while limiting dilution.30

~~Cycurion Crypto will manage a crypto treasury with a focus on long-term holding~~Secuvant, ~~operational transparency and regulatory compliance, ensuring~~ ~~alignment with our standards of security, risk management and fiduciary responsibility. All crypto purchases will be made in sole discretion of management at then prevailing prices.~~LLC

Organized in Utah on November 16, 2014, Secuvant is an independent IT security firm providing enterprise-grade cybersecurity services, risk management, and managed solutions to mid-market organizations. We acquired Secuvant in June 2026. They are the creator of the groundbreaking Panoptic platform which will significantly expand our product portfolio and enhance our ability to deliver higher-margin depth of products that we deliver to our clients.

Axxum Technologies LLC

Organized in the Commonwealth of Virginia on December 29, 2006, Axxum is a cybersecurity provider with successful assignments within the multiple sub-agencies of the Department of Homeland Security. We acquired Axxum in November 2017. Following ~~our~~the acquisition, we continued Axxum’s core operations of providing contractor services to its existing federal government customer base, while leveraging our existing processes and tools to expand its commercial footprint.

Axxum has the specialized skills and experience to provide a strategy and tactics to help organizations defend against cyber-attacks and implement a secure network infrastructure. Our team has extensive experience implementing cybersecurity solutions against internal and external threats to the health of our clients’ networks. Axxum’s information security focus produces several key benefits:

● Agile Client Focus: Axxum’s projects are overseen directly by its program managers, all of whom have information security backgrounds and are fully authorized to promptly implement client requirements throughout the performance life cycle. ● Streamlined and Process Focused: Axxum’s streamlined infrastructure leverages ISO quality standards integrated with emerging and established technologies, allowing it to engineer innovative solutions without building in excessive overhead. ● Outstanding Personnel: Axxum has a reputation of employing cybersecurity experts.

Cloudburst Security LLC

~~Organized~~Cloudburst inis ~~the~~a ~~Commonwealth~~cybersecurity ofprovider ~~Virginia~~with onsuccessful ~~January~~assignments ~~12,~~within ~~2007,~~highly ~~Cloudburst~~sensitive ~~specializes~~government inagencies ~~providing~~and aother ~~full~~commercial ~~spectrum of high-quality, innovative~~organizations. ~~cybersecurity~~We ~~services~~acquired toCloudburst ~~both~~in ~~government~~April ~~and~~2019. ~~commercial~~Following ~~organizations~~the acquisition, ~~such~~we ascontinued ~~banking~~Cloudburst’s ~~and~~core ~~financial;~~operations ~~education~~of ~~and~~providing ~~schools; energy;~~ mission-critical and ~~infrastructure~~highly ~~and~~sensitive ~~supervisory~~government ~~control~~agencies and ~~data~~other ~~acquisition;~~commercial ~~healthcare;~~organizations ~~and~~with ~~manufacturing.~~high-quality, Weinnovative ~~acquired~~cybersecurity ~~Cloudburst in April 2019~~services. Cloudburst’s focuses ~~mission~~on isproviding totailored ~~help~~solutions ~~our~~that ~~clients - of~~leverage ~~all~~the ~~sizes~~industry’s ~~and~~best ~~mission~~minds ~~types - protect~~and ~~their integral~~technologies ~~data~~to ~~and~~predict, ~~information~~protect, ~~assets~~detect, sorespond, and ~~that~~sustain ~~they~~our ~~can~~clients ~~focus~~from onthe ~~their~~latest ~~core~~evolving ~~competencies~~cyber threats.

Through Cloudburst we focus on providing tailored solutions that leverage the industry’s best minds and technologies to predict, protect, detect, respond, and sustain our clients from the latest evolving cyber threats.

Cycurion Innovation, Inc.

~~Our~~Cycurion Innovation, Inc. was formed in connection with our acquisition of assets from Sabres, a leading Israeli-based cybersecurity provider. It operates our Cycurion Security Platform’s line of products allows our customers to improve their cyber posture with its ~~Multi-Dimensional Protection (“~~MDP”) SaaS platform. This platform efficiently bundles and easily implements the external protection of a ~~Web Application Firewall (“~~WAF”) and the internal protection of Bot Mitigation. Bot Mitigation is the reduction of risk to applications, ~~Application~~ ~~Program Interfaces (“~~APIs”), and backend services from malicious bot traffic that fuels common automated attacks, such as ~~DDoS~~DoS campaigns and vulnerability probing. The costs of single-layer security can be measured in terms of money, time, and risk, as well as the damage wrought by a data breach, which millions of businesses experience each year. Through this interaction of the WAF and Bot Mitigation, the MDP is able to reinforce these layers of security and generate new security layers in real time in response to emerging threats. ~~Our~~This process is directed by our Cycurion Security Platform’s proprietary, cloud-based ~~artificial intelligence (“~~ AI”) algorithm ~~directs this process~~. Crucially, the artificial intelligence (“AI”) underpinning the MDP platform is constantly evolving to counter new threats. Through a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that newly acquired knowledge to protect all MDP clients better.

Cycurion Merger Sub-Halo, Inc.

Cycurion Merger Sub-Halo, Inc. is a Delaware corporation and a wholly owned subsidiary of the Company formed for the purpose of completing the acquisition of Halo Privacy, Inc.

Cycurion Merger SubhavenX, Inc.

Cycurion Merger Sub-havenX, Inc. is a Delaware corporation and a wholly owned subsidiary of the Company formed for the purpose of effecting the acquisition and integration of havenX, Inc.

Our Subcontractor Relationship

SLG Innovation, Inc.

WeThe ~~are currently a subcontractor for several keystone contracts held by~~ SLG, ~~an Illinois corporation formed in 2010. The SLG~~ team has an average of over 25 years of experience in the development, planning, implementation, and management of information systems. SLG’s leadership team offers years of combined success in answering the needs of government agencies and healthcare organizations across the country.

The SLG team has worked nationally, as it has served over 25 Department of Health and Human Services agencies, all 50 state governments ~~and~~, and over 250 local governments. Since SLG’s inception, it has primarily focused on customers in the middle of the country. The ~~team~~ team of professionals has successfully delivered ~~Information~~information ~~Technology~~technology, ~~Project~~project ~~Management~~management, and ~~Subject~~subject ~~Matter~~matter ~~Services~~services to key health ~~and~~ and human service projects, including, but not limited to, state Medicaid programs in Illinois, Indiana, Nebraska, and Tennessee, the ~~Indiana~~ Indiana Division of Aging, Illinois Early Intervention, the University of Illinois Division of Specialized Care for Children, the Multiple ~~Myeloma~~ Myeloma Research Foundation, and many more.

We established a subcontractor - — prime contractor relationship with SLG in the fall of 2019, where we serviced several government agencies and commercial customers, State of New Mexico, Cognizant, KPMG, and the University of Illinois in support of SLG. Axxum Technologies and SLG Innovation that relationship in 2020. A subcontractor offers its specialized services to a prime contractor. Unlike prime contractors, who focus on the managerial side of the government contract, subcontractors tend to dedicate their efforts to lending subject matter expertise and delivery of service to the project. Technically strong subcontractors, along with a strong subcontractor plan are essential to boost the success of a project.

As a result of the strong technical skills and experience of the cyber teams at Cycurion and its subsidiaries, SLG Innovation entered into a Master Services Agreement (“MSA”) with Axxum Technologies to provide services to SLG customers. The MSA is task order driven and the number of task orders is modified periodically depending on actual customer requirements for IT and cybersecurity services. Over the last three years, Axxum Technologies has assisted SLG Innovation in growing its revenue and customer base. As a result, SLG Innovation now represents a majority of Cycurion revenues.

Our Acquisitions

SLG Acquisition Agreement

On April 25, 2023, Cycurion Sub executed a Term Sheet with SLG (the “SLG Term Sheet”), pursuant to which SLG, agreed to be acquired by Cycurion Sub. The Term Sheet contained all of the material terms and conditions of two proposed interrelated transactions to be memorialized by an acquisition agreement (the “SLG Acquisition Agreement”). To effectuate the two transactions contemplated by the SLG Term Sheet, Cycurion Sub will form two subsidiaries, which, upon formation, will initially be wholly owned by Cycurion Sub. If, when, and as the transactions contemplated by the SLG Term Sheet are consummated, SLG would merge with and into one of the subsidiaries and survive, thereby becoming a wholly-owned subsidiary of Cycurion Sub. Because certain of the agreements to which SLG is the prime contractor require that the majority owner of the prime contractor be a resident of the City of Chicago or of Cook County (depending on the contract), contemporaneously with the consummation of the first of the two transactions, (i) SLG will divest itself of those agreements with the residency requirements, (ii) the second newly formed subsidiary will assume those agreements, (iii) Mr. Ed Burns will become the owner of a 51% interest in that newly formed subsidiary, and (iv) we will enter into a Management Agreement with that subsidiary (see below for a discussion of the SLG Management Agreement), the economic terms and management / control terms of which are intended to be the equivalent of complete ownership of the 49% owned subsidiary. Mr. Ed Burns is currently the 51% owner of SLG and a resident of the City of Chicago. The SLG Term Sheet provides that, if, when, and as the transactions contemplated thereby are consummated, the two current owners of SLG will be issued shares of our Common Stock. SLG is fully bound by the terms and provisions of the SLG Term Sheet and the related Management Agreement structure, although Cycurion Sub is permitted to terminate the SLG Term Sheet and to abandon the transactions contemplated thereby any time for any reason or for no reason prior to April 11, 2025, with no further obligations on Cycurion Sub’s part. As of the date of this prospectus, although we reserve the right to modify the terms and provisions of the SLG Acquisition Agreement, we do not currently expect to terminate it and currently expect to close the transactions contemplated during our current fiscal quarter. Substantially all of the agreements to which SLG is a party have a provision that provides the counterparty to such agreement with a right to approve an assignment or change in control of SLG prior to its effectiveness. If an approval is not forthcoming, then the provisions of the SLG Acquisition Agreement permit us to excise that specific agreement. Upon such occurrence, we reserve that right to reduce the consideration that we would otherwise tender to the equity owners of SLG.

As amended by the parties, initially effective as of November 29, 2023, and subsequently effective as of April 29, 2024, August 16, 2024, and December 31, 2024, the SLG Term Sheet expires on the soonest of (i) closing of the transactions contemplated thereby, (ii) April 11, 2025, if the transactions contemplated thereby have not closed by then, (iii) Cycurion Sub’s termination thereof, and (iv) the mutual termination by all of the parties thereto. Notwithstanding anything to the contrary contained therein, Cycurion Sub may terminate its obligations under the SLG Term Sheet and the transactions contemplated hereby for any reason or for no reason without any further obligations and without any liability at any time through and including April 11, 2025. The SLG Term Sheet, as amended, consensually superseded, as noted therein, Cycurion Sub’s previous “unidirectional” agreement with SLG.

As of March 31, 2025, we entered into a Management Services Agreement (the “SLG Management Agreement”) with SLG to ensure SLG’s continuing commercial viability, which, indirectly, assists the commercial viability of Cycurion Sub and us. To validate and enhance the business relationship with SLG, the parties agreed that Cycurion Sub and we shall, even more formally than historically, manage and control all of SLG’s operations from and after such date. Accordingly, Cycurion and we shall provide management, financing, administrative, and other services to SLG (as described in more detail on Schedule A of the SLG Management Agreement) in exchange for the fees and/or other consideration set forth on Schedule B of the SLG Management Agreement. The relationship, as so memorialized, results in the relationship between the parties from and after such date (if not prior thereto) results in SLG being deemed to be a “Variable Interest Entity” of Cycurion (as such relationship is defined by the Financial Accounting Standards Board), which will result in SLG’s financial statements being consolidated with and into our financial statements. Our entry into the SLG Management Agreement may accomplish substantially all of SLG’s and our business objectives.

The foregoing brief summary description of certain terms and provisions of (i) the SLG Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the SLG Term Sheet, a copy of which is filed as an exhibit to this Registration Statement as Exhibit 10.12, (ii) the SLG Term Sheet Amendments, a copy of each of which is filed as an exhibit to this Registration Statement as Exhibit 10.12a, Exhibit 10.12b, Exhibit 10.12c, and Exhibit 10.12d, and (iii) the SLG Management Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the SLG Term Sheet, a copy of which is filed as an exhibit to this Registration Statement as Exhibit 10.12e. Readers are encouraged to read those Exhibits in full for a more comprehensive understanding of the transaction contemplated by the SLG Term Sheet.

RCR Acquisition Agreement

RCR Technology Corporation (“RCR”) performs certain services for SLG in its role as an SLG subcontractor and, in that context, became a creditor of SLG. In connection with the transactions contemplated by the term sheet with SLG (the “SLG Term Sheet”), on April 25, 2023, Cycurion Sub and RCR also entered into a term sheet (the “RCR Term Sheet”) for a distinct, but related, transaction. The RCR Term Sheet contemplates a transaction, pursuant to which RCR will sell to Cycurion all of the accounts receivable of SLG in favor of RCR (but for those accounts that are less than 90 days old as of the date of consummation of the contemplated transaction). The consummation of the transactions contemplated by the RCR Term Sheet is contingent upon the consummation of the transactions contemplated by the SLG Term Sheet. We consummated the transactions contemplated by the RCR Term Sheet on September 25, 2025. Cycurion issued 248,006 shares of Common Stock to RCR as a result of the consummation of the transaction contemplated by the RCR Term Sheet pursuant to the Securities Purchase Agreement, dated September 25, 2025.

The foregoing brief summary description of certain terms and provisions of the RCR Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the RCR Term Sheet, a copy of which is filed as an exhibit to this ~~Registration~~registration ~~Statement~~statement as Exhibit 10.13 and the full text of the RCR Term Sheet ~~Amendments~~amendments, a copy of each of which are filed as an exhibit to this ~~Registration~~registration ~~Statement~~statement as Exhibit 10.13a, 10.13b, 10.13c and 10.13d. Readers are encouraged to read those Exhibits in full for a more comprehensive understanding of the transaction contemplated by the RCR Term Sheet.

Acquisition of Technology

On September 30, 2021, we acquired certain technology assets of Sabres, a leading Israeli-based ~~cyber~~cybersecurity ~~security~~ provider. As part of the ~~asset~~ asset purchase agreement, we acquired Multi-Dimensional Protection (“MDP”), ~~Web~~WAF ~~Application Firewall~~ and Bot Mitigation SaaS platforms, and their ~~associated~~ associated intellectual property.

Our Cycurion Security Platform’s (formerly Sabres’) line of products allows our customers to improve their cyber posture with its MDP SaaS platform. This platform efficiently bundles and easily implements the external protection of a WAF and the internal protection of Bot Mitigation. Bot Mitigation is the reduction of risk to applications, APIs, and backend services from malicious bot traffic that fuels common automated attacks, such as DDoS campaigns and vulnerability probing. The costs of single-layer security can be measured in terms of money, time, and risk, as well as the damage wrought by a data breach, which millions of businesses experience each year. Through this interaction of the WAF and Bot Mitigation, the MDP is able to reinforce these layers of security and generate new security layers in real time in response to emerging threats. This process is directed by our Cycurion Security Platform’s (formerly Sabres’) proprietary, cloud-based AI algorithm. We do not have AI processing in the production version of the software. That version is in the testing and evaluation phase. We expect to move the production in quarter three of 2024. Through a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that newly acquired knowledge to protect all MDP clients better.32

Our Cycurion Security Platform’s (formerly Sabres’) line of products ~~provides~~allows ~~solutions~~our ~~for~~customers ~~substantially~~to ~~all~~improve ~~web~~their ~~application~~cyber posture with ~~security~~its ~~needs~~MDP SaaS platform. ~~These~~This ~~products~~platform ~~provide~~efficiently ~~solutions,~~bundles ~~whether~~and aeasily ~~client~~implements isthe inexternal ~~need~~protection of a ~~web~~WAF ~~application~~and ~~firewall~~the internal protection of Bot Mitigation. Bot Mitigation is the reduction of risk to ~~comply~~applications, ~~with~~APIs, ~~regulations~~and backend services from malicious bot traffic that fuels common automated attacks, such as DoS campaigns and ~~ensure~~vulnerability itprobing. ~~has~~The acosts ~~first~~of ~~line~~single-layer security can be measured in terms of ~~defense~~money, ~~against~~time, ~~the~~and ~~hazards~~risk, ~~that~~as well as the ~~internet~~damage ~~can~~wrought ~~present~~by ora isdata inbreach, ~~need~~which millions of ~~enterprise-level~~businesses ~~products~~experience each year. Through ~~that~~this ~~empower~~interaction ~~Security~~of ~~Operations~~the ~~Center~~WAF ~~(SOC)~~and ~~teams~~Bot Mitigation, the MDP is able to reinforce these layers of security and generate new security ~~management~~layers in real time in response to emerging threats. ~~Our~~This process is directed by our Cycurion Security Platform’s ~~constantly~~(formerly ~~survey~~Sabres’) aproprietary, ~~client’s~~cloud-based ~~data~~AI toalgorithm. ~~detect~~We ~~security~~do ~~issues~~not have AI processing in ~~need~~the production version of ~~attention,~~the ~~send~~software. ~~automatic~~That ~~updates,~~version is in the testing and ~~provide~~evaluation phase. Crucially, the ~~client~~AI ~~with~~underpinning athe ~~complete~~MDP platform is constantly evolving to counter new threats. Through ~~database~~a ofcrowdsourcing ~~rules~~process, the cloud-based MDP learns from every threat to any protected application and ~~threats~~uses that newly acquired knowledge to protect all MDP clients better.

WeOur ~~have~~Cycurion ~~integrated~~Security ~~the~~Platform’s ~~technology~~(formerly ~~assets~~Sabres’) ~~that~~line weof ~~acquired~~products ~~from~~provides ~~Sabres~~solutions ~~(which~~for ~~now~~substantially ~~constitutes~~all ~~our~~web ~~Cycurion~~application security ~~Security~~needs. ~~Platform)~~These ~~into~~products ~~our~~provide ~~Managed Security~~solutions, ~~Services~~whether ~~Practice.~~a Weclient ~~believe~~is ~~that~~in ~~the~~need ~~platform~~of ~~will~~a ~~enhance~~web ~~our~~application ~~service~~firewall ~~offerings~~to comply with regulations and ~~assist~~ensure ~~with~~it has a first line of defense against the ~~expansion~~hazards that the internet can present or is in need of ~~our~~enterprise-level ~~commercial~~products ~~business.~~that ~~Our~~empower ~~dedicated~~SOC ~~support~~teams ~~team~~and ~~will~~security ~~manage~~management. ~~the~~Our ~~Sabres~~Cycurion ~~platform,~~Security ~~provide~~Platform’s ~~real~~constantly ~~time~~survey ~~reporting,~~a ~~response~~client’s data to detect security ~~incidents~~issues in need of attention, ~~and will~~send ~~manage~~automatic ~~all~~updates, ~~data~~and ~~privacy~~provide ~~needs~~the ~~from~~client with a ~~single~~complete ~~SIEM~~database ~~SaaS~~of ~~platform~~rules ~~dashboard~~and threats.

We have integrated the technology assets that we acquired from Sabres (which now constitutes our Cycurion Security Platform) into our Managed Security Services Practice. We believe that the platform will enhance our service offerings and assist with the expansion of our commercial business. Our dedicated support team will manage the Sabres platform, provide real time reporting, response to security incidents, and ~~Growth~~will ~~Strategy~~manage all data privacy needs from a single security information and event management SaaS platform dashboard.

~~Our~~Acquisition ~~objectives~~of ~~are to expand our market leadership and management and to capture large market opportunities in cloud~~Secuvant, ~~AI and IT. We intend to accomplish these objectives as follows:~~LLC

●On May ~~Continuing~~21, to2026, ~~acquire~~the toCompany ~~platforms.~~entered Weinto ~~believe~~the ~~there~~Secuvant isMerger ~~substantial~~Agreement ~~opportunity~~with toMerger ~~increase~~Sub ~~our~~and ~~platforms~~Secuvant. ~~and~~Pursuant ~~have~~to ~~experienced~~the ~~growth~~Secuvant ~~due~~Merger toAgreement, Merger ~~expanded~~Sub ~~product~~will ~~capabilities~~merge with and ~~investments.~~into WeSecuvant ~~intend~~in toa ~~continue~~reverse tomerger ~~pursue~~transaction, ~~new~~with ~~customers~~Secuvant bysurviving ~~adding~~the ~~capacity~~Merger ~~and~~as ~~leveraging~~a ~~our~~wholly ~~partnerships~~owned insubsidiary of the ~~domestic~~Company. ~~and~~On ~~international~~June ~~markets.~~3, ●2026, ~~Expanding~~the ~~platform~~Secuvant ~~coverage~~Merger ~~with~~was ~~our~~consummated ~~customers.~~and Weall ~~believe~~of ~~there~~Secuvant’s isequity ~~opportunity~~interests towere ~~develop~~cancelled and converted ~~expand~~into ~~our~~the ~~relationships~~right ~~with~~to ~~existing~~receive ~~customers~~the byMerger ~~targeting~~Consideration ~~additional~~(as ~~platforms~~defined ~~and~~in ~~geographies,~~the ~~pursuing~~Secuvant ~~platform~~Merger ~~expansions~~Agreement). ~~and~~The ~~expanding~~surviving ~~our~~entity ~~coverage.~~will succeed ●to ~~Investing~~all inof ~~new~~Secuvant’s ~~technology~~assets, ~~platforms.~~liabilities, Werights, ~~plan~~and toobligations ~~continue~~by tooperation ~~develop~~of law and ~~broaden~~continue ~~our~~its ~~exposure~~business ~~and~~as ~~security~~a ~~solutions,~~subsidiary of ~~including~~the ~~expanding~~Company. ~~our~~Secuvant ~~coverage,~~is byan ~~entering~~independent ~~into~~IT ~~new~~security ~~contracts~~firm ~~focused~~providing onenterprise-grade ~~program~~cybersecurity ~~management~~services, ~~cybersecurity~~risk management, ~~disaster~~and ~~recovery~~managed solutions ~~and~~to ~~business~~mid-market ~~continuity~~organizations. ●They ~~Exploring~~are ~~acquisition~~the ~~opportunities.~~creator Weof ~~intend~~the togroundbreaking ~~acquire~~Panoptic ~~other~~platform ~~businesses,~~which ~~technology,~~will AIsignificantly ~~platforms~~expand our product portfolio and~~/or~~ ~~development~~enhance ~~personnel~~our ability to ~~enhance~~deliver ~~the~~higher-margin ~~functionality~~depth of products that we deliver to our ~~platforms~~clients.

Halo Privacy Transaction

On May 7, 2026, the Company executed a binding agreement to acquire Halo Privacy, Inc., an industry-leading secure communications company, and fully integrate its elite digital investigations and attribution arm, havenX, Inc. The Company expects to close the transaction within 45 days. This acquisition builds on our disciplined growth strategy by delivering innovative new products and capabilities that directly address its clients’ evolving needs for security, privacy, proactive threat defense and operational efficiency.

Competitors

The IT and cybersecurity solutions market is fragmented, competitive and always evolving. We compete with a range of established and emerging cybersecurity software and services vendors, as well as organizations that choose to build their own solutions in-house. With new technologies and market entrants, we expect the competitive environment to remain intense going forward.

Our competitors include:

●	vulnerability management and assessment vendors;
●	diversified security software and services vendors;
●	endpoint security vendors with vulnerability assessment capabilities;
●	public cloud vendors and other companies that offer solutions for cloud security; and
●	providers of point solutions that compete with some of the features present in our solutions.

The key competitive factors in our markets include:

●	ability to prepare for, detect and mitigate cybersecurity threats;
●	ability to respond to customer needs quickly;
●	ability for products to facilitate customer needs;
●	total cost and ease-of-use of our products;
●	brand awareness and reputation; and
●	ability to attract and retain employees.

We believe that the principal competitive factors affecting the market for cybersecurity solutions include product functionality, depth of platform offerings, flexibility of delivery models, ease of deployment and use, integration capabilities such as open APIs and scalability, uptime and performance. Some of our competitors are more established and have greater name recognition, longer operating histories, more established customer relationships, larger marketing budgets and significantly greater resources than we do.

Properties

We do not own any properties. Our principal executive office, ~~which we rent,~~ is located at 1640 Boro Place, Suite 420C, McLean, Virginia 22102. WeOur ~~share our~~ executive office ~~with~~is ~~our~~shared ~~subsidiaries,~~with ~~and it houses~~ our ~~management team, cybersecurity engineers, support staff, and sales and customer service teams~~subsidiaries.

Due to the nature of our business and the professional services we offer, a majority of our employees work on client sites or remotely. Our offices do not require any state or regulatory permits. We currently believe that our existing facilities are suitable, but we may need additional space in the future to accommodate our anticipated growth. We believe that such space will be available to us when required and on commercially reasonable terms.

Customers

We have ~~over 30~~ customers ~~across~~in a variety of industries, including enterprise businesses, small and medium businesses, government agencies, ~~healthcare~~ healthcare and higher education. ~~Our customers include, but are not limited to, AT&T, Smithsonian Museum, Federal Emergency Management Agency and Peraton Inc.~~ During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, purchases from our ~~ten~~four largest end-customers accounted for approximately 9364.5% and 8863.8% of our total revenue, respectively.

Backlog

We define backlog as contractually committed orders to be invoiced under our existing agreements that are not included in deferred revenue on our consolidated balance sheets. We expect the amount of backlog to change from period to period due to the timing of billings for our solutions and professional services. AtAs of December 31, ~~2024~~2025 and ~~2023~~2024, we had committed backlog of approximately $1680.0 million and $1516.0 million, respectively. We ~~expect the majority of the backlog at December 31, 2024 to be invoiced within the following 12 months.~~

Government Regulation

Our business and operations are subject to extensive federal and state governmental regulation and supervision. The following is a brief summary of certain statutes and rules and regulations that affect or may affect us. This summary is not intended to be an exhaustive description of the statutes or regulations applicable to our business.

In the ordinary course of our business, we process personal information. Accordingly, we are, or may become, subject to numerous data privacy and security obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to data privacy and security. Such obligations may include, without limitation, the Federal Trade Commission Act, the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020, or, collectively, the CCPA, the Colorado Privacy Act, Virginia’s Consumer Data Protection Act, the Connecticut Privacy Act, the Utah Consumer Privacy Act and similar U.S. state comprehensive privacy laws, the European Union’s General Data Protection Regulation 2016/679, or EU GDPR, the EU GDPR as it forms part of the United Kingdom law by virtue of section 3 of the European Union (Withdrawal) Act of 2018, or UK GDPR, and the ePrivacy Directive.

Human Capital

As of ~~the~~December ~~date~~31, ~~of this prospectus~~2025, we have 6774 ~~full-time~~ employees, ~~and~~of nowhich ~~part~~66 were full-time employees. None of our U.S. employees are represented by a labor union or covered by a collective bargaining agreement. Our senior leadership team has extensive experience with business process management, and while we have grown through a number of acquisitions, we have retained an experienced and cohesive leadership team.

Our key human capital objectives are to attract, retain, engage, reward and develop our highly talented existing and future employees, while cultivating an inclusive workforce and culture to achieve exceptional business results. We are committed to fostering a community of talented individuals from all backgrounds and perspectives by implementing the following.

● Compensation and benefits. We continually work to provide a competitive compensation and benefits program as this plays a key role in our ability to attract and retain a highly skilled workforce. In addition to salaries, these programs, which vary by country/region, include long-term equity incentive awards with certain vesting requirements, deferred compensation plans (which are offered to certain members of executive management), a 401(k) plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, paid volunteer time off, employee assistance program and tuition assistance. ● Health, safety and wellness. The well-being of our employees is paramount to the continued success of our business. To this end, we are committed to each of our employees’ health, safety and wellness. We provide our employees with access to various health and wellness benefits designed to enable them and their family members to have affordable access to health, dental and vision insurance. ● Talent development. We invest significant resources to develop the talent needed to remain a market-leading global supplier of broadband infrastructure. We offer numerous training opportunities on both technical and professional development topics. ● Diversity and inclusion. We believe that maintaining a diverse and inclusive workforce is important to the success of our business. We encourage an environment where individuality is embraced regardless of age, gender, identity, race, sexual orientation, physical or mental ability, ethnicity and perspective and where each employee is accepted.

Research and Development

Rapidly changing technologies, evolving industry standards, changing customer requirements, supply constraints and continuing developments in communications service offerings characterize the markets for our products. Our on-going ability to adapt to these changes and to develop new and enhanced products that meet or anticipate market demand is the main factor influencing our competitive position and our ability to grow.

We continue to invest substantial resources in research and development to enhance our platform offerings by developing new features, functionality, and applications. Our engineering expertise combines extensive security product development experience with individuals who possess deep cloud and user interface design backgrounds.

Our team is staffed by cybersecurity, cloud and data science experts who deliver exposure management intelligence, data science insights, alerts and security advisories. Our team has developed research tools to help improve efficiency and effectiveness in processes such as reverse engineering, code debugging, web app security and visibility into cloud-based tools.

Legal Proceedings

OnFrom ~~July~~time ~~29,~~to ~~2024~~time, ~~Object3,~~the ~~LLC~~Company ~~initiated~~may anbe ~~arbitration~~a ~~proceeding~~party ~~with~~to ~~the~~litigation ~~American~~or ~~Arbitration~~claims ~~Association,~~arising ~~styled~~in ~~Object3,~~the ~~LLC,~~ordinary ~~Claimant~~course of business, including those relating v.to ~~Cloudburst~~employment ~~Security~~matters, ~~LLC~~relationships with clients and contractors, ~~Respondent~~intellectual property disputes, ~~Case~~and ~~No.~~other ~~01-24-0006-9906~~business matters. ~~The~~These legal ~~claimant~~proceedings ~~made~~seek ~~claims~~various ~~against~~remedies, ~~Cloudburst~~including claims for ~~unpaid~~monetary ~~consulting services~~damages ~~and~~in ~~associated~~varying ~~costs~~amounts, ~~fees~~none of which are considered material, or ~~and~~are ~~interest~~unspecified ~~for~~as to amount. Although the ~~prior~~outcome ~~12-month~~of ~~period~~any insuch ~~the~~matter ~~aggregate~~is ~~amount~~inherently ofuncertain ~~approximately~~and ~~$228~~may be materially adverse,~~000.~~ ~~Defendant~~based ~~Cloudburst~~on (acurrent ~~wholly-owned~~information, ~~subsidiary)~~management ~~denies~~believes that itthe ~~owes~~outcome of such ~~amount~~known tomatters ~~Claimant.~~will Asnot ofhave ~~the~~a ~~date~~material ofadverse ~~this~~effect ~~prospectus,~~on the ~~arbitration~~Company’s ~~proceeding~~financial ~~has~~condition ~~been~~and ~~settled~~results of operations.

WeManagement ~~know~~does ofnot nobelieve ~~other~~that ~~material~~there ~~pending~~are ~~legal~~any ~~proceedings~~litigation ~~to which we~~ or ~~any~~claims ofthat ~~our~~would ~~subsidiaries~~have ~~are~~ a ~~party~~material oradverse toeffect ~~which~~on ~~any~~the ~~of our assets or properties~~business, or the ~~assets~~consolidated financial orstatements ~~properties~~ of ~~any of our subsidiaries, are subject and, to~~ the ~~best~~Company as of ~~our~~December ~~knowledge~~31, ~~no adverse legal activity is anticipated or threatened~~2025. ~~In addition, we do not know of any such proceedings contemplated by any governmental authorities.~~

We know of no material proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial stockholder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Corporate Information

Our principal executive office is located at 1640 Boro Place, Suite 420C, McLean, Virginia 22102, and our telephone number is (703) 854-1652. Our website address is www.cycurion.com. Axxum’s website address is www.axxumtech.com. Cloudburst’s website address is www.cloudburstsecurity.com. Secuvant’s website is www.secuvant.com. The SEC maintains an internet site that contains reports, proxy and information statements and other information that we file electronically with the SEC at www.sec.gov. The information contained on the websites referenced in this prospectus is not incorporated by reference into this prospectus.

4435

MANAGEMENT

Executive Officers and Directors

Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified, or until his death, resignation, or removal. Our executive officers are appointed by, and serve at the pleasure of, our board of directors and hold office until death, resignation, or removal from office. The executive officers have been appointed based on their qualifications, including their prior leadership history with other companies, strategic vision, and potential contributions to our growth and profitability.

The following table sets forth certain information concerning our executive officers and directors as of the date of this prospectus.

Name	Age	Position
L. Kevin Kelly	6061	Chief Executive Officer and Chairman
Alvin McCoy, III	56	Chief Financial Officer
Ana L. Garcia (4)	58	Chief Financial Officer
Emmit McHenry	8283	Director
Peter R. Ginsberg (1)(2)(3)	71	Director
Reginald S. Bailey, Sr. (1)(2)(3)	51	Director
Kevin E. O’Brien (1)(2)(3)	58	Director
Irving Minnaker	67	Director

(1)	Member of the Audit Committee
(2)	Member of the Compensation Committee
(3)	Member of the Nominating and Governance Committee
(4)	Ms. Ana L. Garcia was appointed as Chief Financial Officer, effective June 1, 2026. Mr. Alvin McCoy III resigned as Chief Financial Officer, effective May 31, 2026.

Biographical information concerning the executive officers and 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~~Board of ~~directors~~Directors since February 14, 2025. ~~Mr. Kelly will continue to serve as Cycurion’s Chief Executive Officer (and, upon Closing, as Cycurion’s Chief Executive Officer for the first 10 days after the Closing).~~ 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.

~~Alvin~~Ana ~~McCoy,~~L. ~~III~~Garcia, Chief Financial Officer

~~Alvin~~Ana ~~McCoy,~~L. ~~III~~Garcia has served as our Chief Financial Officer since ~~October~~June 41, ~~2017~~2026. Ms. Garcia has more than 20 years of senior finance leadership experience across public and asprivate atechnology ~~director~~companies, ~~through~~including ~~April~~businesses 24in financial services, ~~2024~~tech-enabled services and subscription software. ~~Prior~~From October 2018 to ~~joining the~~March ~~Company~~2026, MrMs. ~~McCoy~~Garcia ~~served~~held asroles aof ~~Managing~~increasing ~~Partner~~responsibility at ~~Quantum~~KLDiscovery, ~~Capital~~a ~~Partners~~global provider of electronic discovery, ~~LLC~~information ~~(“Quantum~~governance, ~~Capital~~and ~~Partners”)~~data recovery services, amost ~~merchant banking~~recently ~~firm~~serving ~~that~~as ~~specialized~~Vice inPresident ~~corporate~~of ~~financial~~Finance ~~advisory,~~from ~~real~~2021 ~~estate~~to ~~advisory,~~2026 and as ~~niche~~Interim ~~structured~~Chief ~~finance~~Financial ~~transactions~~Officer from ~~2004~~May 2025 to August 2025. He ~~specialized~~Prior to joining KLDiscovery, Ms. Garcia served in ~~advising~~senior ~~middle~~finance ~~market~~roles at ~~companies~~Edelman ~~with~~Financial ~~strategic~~Services ~~financial~~(now ~~management~~Edelman ~~and~~Financial ~~M&A~~Engines) ~~activity.~~from ~~Prior~~September 2014 to ~~his~~October ~~role~~2018, atMicroStrategy ~~Quantum~~(now Strategy Inc.) ~~Capital~~from ~~Partners~~September 2007 to August 2014, Mrand Spacenet, Inc. ~~McCoy~~(now ~~was~~SageNet) ~~the~~from ~~President~~July ~~and~~2005 ~~Chief~~to ~~Executive~~September ~~Officer~~2007. ofEarlier ~~The~~in ~~McCoy~~her ~~Group~~career, ~~LLC,~~she ~~providing~~held finance ~~interim~~roles ~~CFO~~at ~~services~~Savvis (now Lumen Technologies). Across these positions, ~~capital raising~~she ~~and~~built ~~strategic~~high-performing ~~advice~~FP&A toteams, ~~middle~~led ~~market~~board-level reporting, and ~~early~~supported M&A execution and post-~~stage~~merger ~~companies~~integration. ~~Prior~~She toholds ~~this,~~a ~~Mr.~~Master ~~McCoy~~of ~~served~~Business Administration in ~~several~~Finance ~~management~~and ~~positions~~a Bachelor atof ~~Merrill~~Science ~~Lynch,~~in ~~Pierce~~Marketing, ~~Fenner~~with &Distinction, ~~Smith~~both ~~Incorporated’s~~from ~~Sales~~George ~~and~~Mason ~~Trading~~University, and ~~Structured~~is ~~Finance~~a ~~groups~~Certified ~~from~~Financial ~~1994 to 1999~~Planner.

Mr. McCoy earned a Bachelor of Arts in Economics and History from Bucknell University and a Master of Business Administration from Duke University - The Fuqua School of Business. He was the Chairman of the board of directors for Lafayette Federal Credit Union, a $560 million financial institution that serves the Washington DC market, and also served on the board of directors of Potomac Business Services, LLC, a commercial real estate underwriting, lending, and servicing organization with over $5 billion in assets that represents financial institutions. Mr. McCoy served on the board of directors of the Bucknell Alumni Association and has been active in the Junior Achievement Mentoring Program.36

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).

45Mr. 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.

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 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, DCD.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, DCD.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, DCD.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~~geospacial ~~Software~~software and ~~Analytics~~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.

Irving Minnaker, Director

Irving Minnaker has served as one of our independent directors since April 9, 2025. Mr. Minnaker has served as one of our independent directors from April 24, 2024 until the closing of the de-SPAC transaction on February 14, 2025. Mr. Minnaker served as a Senior Vice President of Retail Sales and Trading at Lehman Brothers from January 1986 to December 1993. Additionally, he served as Senior Vice President of Retail Sales at Prudential Financial from January 1993 to December 1996, and Head of International Sales for Eco Building Products, Inc. from October 2010 to November 2014. Since December 2014, he has served as an Executive Vice President at Apollo Capital Group, Inc. Mr. Minnaker is also an independent director of Endexx Corporation (OTC: EDXC) since September 2021; Chemical Technologies Holding Corporation; and Comprehensive Business Developers Inc. Mr. Minnaker earned a Bachelor of Arts in Finance from the University of Miami in 1980. We believe that Mr. Minnaker is qualified to recommence service on our board of directors because of his finance and sales background.

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~~Board of ~~directors~~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~~Board of ~~directors~~Directors, ~~board~~Board of ~~directors~~Directors’ committee structures and assignments, the procedures related to meetings of the ~~board~~Board of ~~directors~~Directors, and the ~~board~~Board of ~~directors~~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 prospectus.

Board Composition

Our business and affairs are organized under the direction of our ~~board~~Board of ~~directors~~Directors. The ~~board~~Board of ~~directors~~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~~Board of ~~directors~~Directors may establish the authorized number of directors from time to time by resolution. Our ~~board~~Board of ~~directors~~Directors currently consists of ~~six~~five directors.

Director Independence

The applicable listing rules of Nasdaq, on which our shares of Common Stock isare listed, generally require that a majority of the members of 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 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~~Board of ~~directors~~Directors conducts an annual review of the independence of our directors. The ~~board~~Board of ~~directors~~Directors has determined that, as of the date hereof, each of the following members of the ~~board~~Board of ~~directors~~Directors is an “independent director” as defined under the applicable Nasdaq standards and SEC rules: Messrs. Peter R. Ginsberg, Reginald S. Bailey, Sr., and Kevin E. O’Brien ~~and Irving Minnaker~~.

Board Leadership Structure

Our ~~board~~Board of ~~directors~~Directors does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chairman of the ~~board~~Board of ~~directors~~Directors. Our ~~board~~Board of ~~directors~~Directors believes that it is in our best interests to make that determination based on our direction and the current membership of the ~~board~~Board of ~~directors~~Directors. The ~~board~~Board of ~~directors~~Directors has determined that having a director who is the Chief Executive Officer and Chairman of the ~~board~~Board of ~~directors~~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~~Board of ~~directors~~Directors.

Our Board of Directors’ Role in Risk Oversight

One of the key functions of our ~~board~~Board of ~~directors~~Directors is informed oversight of our risk management process. Although our ~~board~~Board of ~~directors~~Directors does not have a standing risk management committee, it administers this oversight function directly through the ~~board~~Board of ~~directors~~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~~Board of ~~directors~~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~~Board of ~~directors~~Directors in fulfilling its oversight responsibilities with respect to risk management. The compensation committee of the ~~board~~Board of ~~directors~~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~~Board of ~~directors~~Directors (“Nominating and Corporate Governance Committee”) assesses risks related to our corporate governance practices, the independence of our ~~board~~Board of ~~directors~~Directors and monitors the effectiveness of our governance guidelines.

47We 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.

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~~Board of ~~directors~~Directors has formed the committees described below. Each of the committees operates pursuant to a written charter adopted by the committee or our ~~board~~Board of ~~directors~~Directors. Each charter sets forth the committee’s specific functions and responsibilities. The ~~board~~Board of ~~directors~~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 prospectus.

Audit Committee

The Audit Committee assists the ~~board~~Board of ~~directors~~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~~Board of ~~directors~~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~~Board of ~~directors~~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~~Board of ~~directors~~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 ~~“Management~~under -the heading “Executive Officers and Directors” ~~above~~.

Compensation Committee

The Compensation Committee assists the ~~board~~Board of ~~directors~~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 ~~in 2024 or~~ for the 2025 fiscal year.

4840

Nominating and Governance Committee

The Nominating and Corporate Governance Committee assists the ~~board~~Board of ~~directors~~Directors with its oversight of and identification of individuals qualified to become members of the ~~board~~Board of ~~directors~~Directors, consistent with criteria approved by the ~~board~~Board of ~~directors~~Directors, and selects, or recommends that the ~~board~~Board of ~~directors~~Directors selects, director nominees; develops and recommends to the ~~board~~Board of ~~directors~~Directors a set of corporate governance guidelines; oversees the evaluation of the ~~board~~Board of ~~directors~~Directors; and reviews and recommends to the ~~board~~Board of ~~directors~~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 of Directors vacancies that are to be filled by the Board of Directors 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.

Board and Committee Meetings and Attendance

Our ~~board~~Board of ~~directors~~Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time. During ~~2024~~2025: (i) our ~~board~~Board of ~~directors~~Directors met 10four times; (ii) our Audit Committee jointly with our ~~board~~Board of ~~directors~~Directors met 10three times; (iii) our Compensation Committee met ~~three~~zero times separately and 10three times jointly with the ~~board~~Board of ~~directors~~ Directors and the Audit Committee; and (iv) our Nominating and Corporate Governance Committee met ~~one~~three ~~two~~ times and jointly with our Audit Committee 10zero times.

During ~~2024,~~the ~~each~~fiscal ~~member~~year ofended ~~our~~December ~~board~~31, of2025, ~~directors~~each director attended at least 9075% of the aggregate of ~~all~~(i) ~~meetings~~the total number of ~~our~~meetings ~~board~~of the Board of ~~directors~~Directors and (ii) the total number of ~~all~~ meetings of all committees onof ~~which~~the ~~such~~Board ~~member~~of ~~served~~Directors ~~that~~on ~~were~~which ~~held~~such director served during the period in which ~~such~~he ~~director~~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.

A copy of our Code of Ethics is filed as Exhibit 14.1 to the Registration Statement of which this prospectus is a part and 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 prospectus.

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.

A copy of our Amended and Restated Insider Trading Policy is filed as Exhibit 19.1 to the Registration Statement of which this prospectus is a part.

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 articles and Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

4942

EXECUTIVE AND DIRECTOR COMPENSATION

Named Executive Officers

Our named executive officers for ~~2024~~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 Chief Financial Officer; ● William Singleton, our Cyber Security Lead; and ● Kathy Mostafa, our Cyber Security Engineer.~~

●

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 year ended December 31, 2024; and
(b)	each of our two other most highly compensated executive officers who were serving at the end of 2024.

(a)

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

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
L. Kevin Kelly*	2024	$	24,681		-		-		-	$	24,681
Chief Executive Officer	2023	$	113,120		-		-		-	$	113,120
Alvin McCoy, III	2024	$	114,900		-		-		-	$	114,900
Chief Financial Officer	2023	$	114,900		-		-		-	$	114,900
William Singleton,	2024	$	179,262		-		-		-	$	179,262
Cyber Security Lead	2023	$	177,293		-		-		-	$	177,293
Kathy Mostafa,	2024	$	151,618		-		-		-	$	151,618
Cyber Security Engineer	2023	$	151,618		-		-		-	$	151,618

(b)

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

*Mr. Emmit McHenry resigned as our Chief Executive Officer on January 25, 2023, the date on which Mr. Kelly became our Chief Executive Officer.

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
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 Agreement with Alvin McCoy III~~43

OnEmployment ~~January~~Arrangement 1,with ~~2025,~~Ana ~~Cycurion and Alvin McCoy III, Chief Financial Officer, entered into an employment agreement on a two-year term, commencing on January 1, 2025 and ending on January 1, 2027~~L. During the employment period, Cycurion shall pay Mr. McCoy III 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. McCoy III 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.Garcia

~~The~~On ~~resignation~~May 21, ~~termination~~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 ~~change~~Company performance objectives, as determined by the Chief Executive Officer. For 2026, any such bonus will be prorated based on her period of ~~control~~service ~~arrangements~~during ~~are~~the ~~provided~~year. ~~for~~In addition, Ms. Garcia will receive a one-time equity grant consisting of $300,000 in ~~Exhibits~~restricted ~~10.15~~stock units, subject to a three-year vesting schedule, and will 10be eligible to participate in the Company’s annual executive equity refresh program, subject to Board of Directors approval.16 If Ms. Garcia’s employment is terminated without cause, she will be entitled to ~~this~~severance ~~Registration~~benefits ~~Statement~~consisting of (i) six months of ~~which~~base ~~this~~salary, ~~prospectus~~(ii) ~~forms~~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 ~~part~~general release of claims.

Retention Packages

On June 16, 2025, our ~~board~~Board of ~~directors~~Directors approved a retention package for L. Kevin Kelly, Chief Executive Officer, and Alvin McCoy III, former Chief Financial Officer, and issued each officer 3100,000~~,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., $1715.81 million in revenue reported for 2025 ~~with a 59% adjusted EBITDA increase from 2024~~), 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., $697.0 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 and strategic partnerships (e.g., with CentralSquare Technologies, LLC and IQSTEL Inc.). ● 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~~Competitive isCompensation ~~rooted~~to inAttract ~~the~~and ~~belief~~Retain ~~that~~Talent: ~~exceptional~~To ~~leadership~~compete ~~drives~~in ~~Cycurion’s~~the ~~ability~~fast-evolving tocybersecurity ~~innovate~~industry, ~~grow~~we ~~and~~offer ~~deliver unparalleled~~compensation ~~value~~packages tothat ~~our~~are ~~clients~~competitive ~~and~~with ~~stockholders.~~peer Bycompanies, ~~aligning~~including ~~executive~~cybersecurity ~~rewards~~leaders ~~with~~such ~~measurable~~as ~~outcomes,~~Palo ~~such~~Alto asNetworks, ~~the~~CrowdStrike 95Holdings Inc.4%, ~~year-over-year gross~~and ~~profit~~Fortinet, ~~increase~~Inc. inOur ~~the~~programs ~~first~~balance ~~quarter~~fixed ofand ~~2025~~variable ~~and~~compensation, aincluding ~~17.5%~~base ~~gross~~salaries, ~~margin~~annual ~~improvement~~cash incentives, weand ~~reinforce~~long-term ~~our~~equity ~~commitment~~awards, to ~~building~~attract aand ~~sustainable, high-performing~~retain ~~organization~~exceptional ~~that~~leaders ~~leads~~capable ~~the~~of ~~cybersecurity~~navigating ~~industry~~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, ~~2024~~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 ~~2024~~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, ~~2024~~2025.

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. On September 29, 2025, upon approval by ~~the~~a ~~Majority~~majority ~~Consenting~~consenting ~~Stockholders~~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 9371,~~426,072~~020 shares to ten stockholders under the 2025 Equity Incentive Plan.

Director Compensation

As of ~~the~~July ~~date~~2, ~~of this prospectus~~2026, we have ~~four~~three non-employee, independent directors. ~~and~~During fiscal 2025, Kevin E. O’Brien received cash compensation of $65,000 for his services as a director. Other than Mr. O’Brien’s director fees, 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~~other than Mr. O’Brien received compensation for ~~their~~ services as ~~directors~~a director during fiscal 2025.

5145

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.~~

●	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 311,~~608~~472,~~277~~588 shares of Common Stock issued and outstanding as of July 2, 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		~~156~~477,~~818~~482		4.32	%
Alvin McCoy, III		163,635		4.5	%
Ana Garcia		0		0.00	%
Emmit McHenry		8554,~~536~~904		20.45	%
Peter R. Ginsberg		0		0.00	%
Kevin E. O’Brien		0		0.00	%
Reginald S. Bailey, Sr.		0		0.00	%
Irving Minnaker		0		0.00	%
All directors and executive officers as a group (6 individuals)		532,485		4.6	%
All directors and executive officers as a group (6 individuals)		405,989		11.2	%
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 311,~~608~~472,~~277~~588 shares of Common Stock issued and outstanding as of ~~December~~July 222, ~~2025~~2026.

5246

SELLING ~~STOCKHOLDER~~STOCKHOLDERS

The securities offered under this prospectus may be offered from time to time by the Selling ~~Stockholder~~Stockholders named below or by any of its respective pledgees, donees, transferees or other successors-in-interest. As used in this prospectus, the term “Selling ~~Stockholder~~Stockholders” includes the selling ~~stockholder~~stockholders identified below and any donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from the Selling ~~Stockholder~~Stockholders as a gift, pledge or other non-sale related transfer. The Selling ~~Stockholder~~Stockholders ~~such~~ acquired, or will acquire, the shares of our Common Stock being offered under this prospectus directly from us. We issued, or will issue, the securities to the Selling ~~Stockholder~~Stockholders in reliance on an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder.

The following table sets forth the ~~name~~names of the Selling ~~Stockholder~~Stockholders, the aggregate number of Common Stock and/or ~~Warrants~~warrants beneficially ~~owned~~ owned prior to the sale of the securities offered hereby by the Selling ~~Stockholder~~Stockholders, the aggregate number of Common Stock and/or ~~Warrants~~warrants that the Selling ~~Stockholder~~Stockholders may offer pursuant to this prospectus, and the number of Common Stock and/or ~~Warrants~~warrants beneficially ~~owned~~ owned by the Selling ~~Stockholder~~Stockholders after the sale of the securities offered hereby.

The following table sets forth information regarding the Selling Stockholders, including Yield Point NY LLC, and the shares of Common Stock being offered byfor ~~the~~resale ~~Selling~~pursuant ~~Stockholder~~to ~~are~~this ~~those~~prospectus. ~~issuable~~The tobeneficial ~~the~~ownership ~~Selling~~set ~~Stockholder~~forth below is based upon ~~exercise~~11,472,588 shares of ~~the Warrants~~Common ~~and~~Stock ~~the~~outstanding ~~Pre-Funded~~as ~~Warrants~~of July 2, 2026. ~~For~~Beneficial ~~additional~~ownership ~~information~~is ~~regarding~~determined ~~the~~in ~~issuances~~accordance ofwith Rule 13d-3 under the ~~Warrants~~Exchange Act and ~~the~~generally ~~Pre-Funded~~includes ~~Warrants,~~voting ~~see~~power ~~“The Private~~and ~~Placement”~~investment ~~above.~~power Wewith ~~are~~respect ~~registering~~to ~~the~~securities. ~~shares~~Shares of Common Stock inunderlying ~~order~~securities tothat are ~~permit~~currently exercisable or convertible or exercisable or convertible within 60 days of July 2, 2026, including upon the occurrence of certain acceleration events outside of the control of the Selling ~~Stockholder~~Stockholders, are deemed to ~~offer~~be beneficially owned by the person ~~shares~~holding such securities for the purpose of ~~Common~~computing ~~Stock~~the percentage of ownership of such person, but are not treated as outstanding for the ~~resale~~purpose ~~from~~of ~~time~~computing tothe ~~time~~percentage of ownership of any other person.

The table below lists the Selling Stockholder and other information regarding the beneficial ownership of the shares of Common Stock by the Selling Stockholder. The second column lists the number of shares of Common Stock beneficially owned by the Selling Stockholder, based on its ownership of the shares of Common Stock, the Warrants and the Pre-Funded Warrants, as of December 22, 2025, assuming exercise of the Warrants and the Pre-Funded Warrants held by the Selling Stockholder on that date, without regard to any limitations on exercises.

	Shares of Common Stock Beneficially Owned Prior to the Offering					Number of Shares Being Registered		Shares of Common Stock Beneficially Owned After Completion of the Offering ⁽¹⁾
Name of Selling Stockholder⁽²⁾	Number		Percentage⁽³⁾			for Resale		Number		Percentage
Brian Tenney ⁽⁴⁾⁽⁵⁾		39,111		*			39,111		0		0	%
Clear Path Investments, LLC ^(4)(6)(15)		440,590		3.84	%		376,444		0		0	%
Danny White ⁽⁴⁾⁽⁷⁾		88,889		*			88,889		0		0	%
Elgan Jones ⁽⁴⁾⁽⁸⁾		8,889		*			8,889		0		0	%
Kent Howard ⁽⁴⁾⁽⁹⁾		8,889		*			8,889		0		0	%
Lighthouse Business Catalysts, LLC ^(4)(10)		111,467		*			111,467		0		0	%
Todd Neilson ^(4)(11)		188,824		1.41	%		161,333		0		0	%
Donald Ainslie ^(4)(12)(15)		2,229		*			93,866		0		0	%
Yield Point NY LLC ^{(13) (14)}		0		*			25,000,000		0		0	%

In accordance with the terms of the Purchase Agreement with the Selling Stockholder, this prospectus generally covers the resale of the maximum number of shares of Common Stock issuable upon exercise of the Warrants and the Pre-Funded Warrants, determined as if the outstanding Warrants and Pre-Funded Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Warrants and the Pre-Funded Warrants, including the beneficial ownership limitation for the Warrants and the Pre-Funded Warrants or the requirement to obtain Stockholder Approval prior to exercising the Warrants. The fifth and sixth columns assume the sale of all of the shares offered by the Selling Stockholder pursuant to this prospectus.47

	*	less than 1.0%

	(1)	Assumes all securities being offered under this prospectus are sold, although the Selling Stockholders are under no obligation to sell any shares at this time.
	(2)	Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.
	(3)	Applicable percentage of ownership is based upon 11,472,588 shares of Common Stock issued and outstanding as of July 2, 2026.
	(4)	Shares identified as being beneficially owned by this person represent shares of Common Stock issuable upon series of Series I Preferred Stock that are issuable under the Secuvant Merger Agreement upon the satisfaction of certain conditions identified therein.
	(5)	The address for such person is 3452 W Boulden Boulevard, Bluffdale, UT 84065.
	(6)	The address for such entity is 925 Wind River Way, Kaysville, UT 84037. The managing member of Clear Path Investments, LLC is Ryan Layton, who exercises voting and dispositive power over the securities held by the entity.
	(7)	The address for such person is 908 Thornapple Driver, McKinney, TX 75071.
	(8)	The address for such person is 7834 Aberdeen Road, Bethesda, MD 20814.
	(9)	The address for such person is 459 W 1300 N, Farmington, UT 84025..
	(10)	The address for such entity is 995 Whisperwood Cove, Kaysville, UT 84037. The managing member of Lighthouse Business Catalysts, LLC is Jared Mabey, who exercises voting and dispositive power over the securities held by the entity.
	(11)	The address for such person is 11347 S Pervenche Lane, South Jordan, UT 84095.
	(12)	The address for such person is 8601 Juniper Street, Prairie Vig, KS 66207.
	(13)	In accordance with Rule 13d-3(d) under the Exchange Act, the shares of Common Stock that may be issued to Yield Point pursuant to the Equity Purchase Agreement have been excluded from the number of shares beneficially owned prior to the offering because the issuance of such shares is subject to conditions contained in the Equity Purchase Agreement, including the effectiveness and continued effectiveness of the registration statement of which this prospectus forms a part. In addition, purchases of Common Stock by Yield Point are subject to certain agreed-upon limitations set forth in the Equity Purchase Agreement, including a beneficial ownership limitation that prohibits Yield Point from beneficially owning more than the specified percentage of the Company’s outstanding Common Stock. Because Yield Point may sell all, some or none of the shares being offered pursuant to this prospectus and because the number of shares beneficially owned following the offering depends upon the number of shares sold, we have assumed for purposes of this table that Yield Point will sell all of the shares covered by this prospectus.
	(14)	The address for this entity is 23 Tamy Road, Spring Valley, NY 10977. The managing member of Yield Point NY LLC is Ari Kluger, who exercises voting and dispositive power over the securities held by the entity.
	(15)	A portion of the shares reported as beneficially owned by Clear Path Investments, LLC is subject to pending litigation regarding ownership rights between Clear Path Investments, LLC and Donald Ainslie. The Company is registering such shares pursuant to its registration obligations and takes no position as to the ultimate ownership of the disputed shares.

The following table is prepared based on information provided to us by the Selling Stockholder. The beneficial ownership of our Common Stock is based on 8,580,657 shares of Common Stock issued and outstanding.48

	Shares of Common Stock Beneficially Owned Prior to the Offering						Number of Shares Being Registered		Shares of Common Stock Beneficially Owned After Completion of the Offering (1)(2)
Name of Selling Stockholder(2)	Number			Percentage(3)			for Resale		Number		Percentage
Armistice Capital, LLC (4)		4,972,380	(5)		57.9	%		4,972,380		0		0	%

*	less than 0.01%
(1)	Assumes all securities being offered under this prospectus are sold, although the Selling Stockholder is under no obligation to sell any shares at this time.
(2)	The ability to exercise the Warrants held by the Selling Stockholder is subject to a beneficial ownership limitation that, at the time of initial issuance of the Warrants was capped at 4.99% beneficial ownership of the Company’s issued and outstanding Common Stock (post-exercise). These beneficial ownership limitations may be adjusted up or down, subject to providing advanced notice to the Company. Beneficial ownership as reflected in the Selling Stockholder table reflects the total number of shares potentially issuable underlying the Warrants and does not give effect to these beneficial ownership limitations. Accordingly, actual beneficial ownership, as calculated in accordance with Section 13(d) and Rule 13d-3 thereunder may be lower than as reflected in the table. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.
(3)	Applicable percentage of ownership is based upon 8,580,657 shares of Common Stock issued and outstanding as of December 22, 2025. All shares of Common Stock (including those shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Warrants) being offered pursuant to this prospectus by the Selling Stockholder is counted as outstanding for computing the percentage beneficial ownership of the Selling Stockholder.
(4)	The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
(5)	Consists of (i) 1,657,460 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants; and (ii) 3,314,920 shares of Common Stock issuable upon exercise of the Warrants. The ability to exercise the Pre-Funded Warrants and Warrants are subject to beneficial ownership limitations, that, at the time of initial issuance, were capped. The Pre-Funded Warrants are subject to a beneficial ownership limitation of 9.99% and the Warrants are subject to a beneficial ownership limitation of 4.99%, which in each case restricts the Selling Stockholder from exercising that portion of the Pre-Funded Warrants and Warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of Common Stock in excess of the beneficial ownership limitation. Beneficial ownership as reflected in the Selling Stockholder table reflects the total number of shares of Common Stock potentially issuable underlying the Pre-Funded Warrants and Warrants and does not give effect to these beneficial ownership limitations. Accordingly, actual beneficial ownership, as calculated in accordance with Section 13(d) and Rule 13d-3 thereunder may be lower than as reflected in the Selling Stockholder table.

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 ~~December~~July 222, ~~2025~~2026, 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.

●

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; Audit Committee Charter

We have adopted a Code of Ethics, and we rely on our ~~board~~Board of ~~directors~~Directors to review related party transactions on an ongoing basis to prevent conflicts of interest. Our ~~board~~Board of ~~directors~~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~~Board of ~~directors~~Directors for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If the ~~board~~Board of ~~directors~~Directors finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. The ~~board~~Board of ~~directors~~Directors approves or ratifies a transaction if it determines that the transaction is consistent with our best interests.

Related Party Transactions

On September 2420, 2024, wethe Company entered into a promissory note with Western Acquisition Ventures Sponsor, LLC (the “Sponsor”) for $230,000 ~~(the “Promissory Note”)~~, pursuant to which wethe Company can borrow up to an aggregate ~~principal~~cash amount of $230,000. ~~That~~ The promissory note, with an interest rate of 10% per annum, is payable upon the sooner of the consummation of the Business Combination with us Cycurion. AsDuring ofthe year ended December 31, 2024, wethe ~~had~~Company borrowed the full $~~230~~255,~~000~~556, ~~and~~with ~~nothing~~a ~~was~~discount ~~available~~of ~~for~~$25,556, ~~withdrawal.~~resulting Wein ~~deemed~~net ~~the~~proceeds ~~interest~~of on$230,000. ~~the~~The Company ~~loan~~amortized tothe bediscount ~~immaterial~~of ~~and~~25,556 asfully ~~such~~in ~~did~~2025. ~~not~~Additionally, ~~record~~the ~~any~~company has an accrued interest ~~relating~~balance toof ~~the~~$32,867 ~~promissory~~related ~~note~~to these notes as of December 31, ~~2024~~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 ~~December~~January 222, ~~2025~~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 $~~119~~99,~~279~~653 and $~~144~~119,~~820~~279 asfor ofthe years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

~~Notes payable~~49

On April 26, 2023, we issued to a director a $55,000 promissory note for $50,000 in gross proceeds.

On April 26, 2023, we issued to a director a $27,500 promissory note for $25,000 in gross proceeds.

On April 26, 2023, we issued to a director a $20,900 promissory note for $19,000 in gross proceeds.

On June 22, 2023, we issued to a director a $82,500 promissory note for $75,000 in gross proceeds.

On June 22, 2023, we issued to a director a $165,000 promissory note for $150,000 in gross proceeds.

On July 6, 2023, we issued to a director a $55,000 promissory note for $50,000 in gross proceeds.

On July 21, 2023, we issued to a director a $181,500 promissory note for $165,000 in gross proceeds.

On August 24, 2024, we issued a promissory note in the amount of $20,250 for $15,000 in proceeds to an officer of the company.

During the year ended December 31, 2024 and 2023, we record amortization of debt discount of $2,188 and $53,400, respectively.

As of December 31, 2024 and 2023, we had “due to related party” balances of $148,088 and $587,400, 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 ~~Promissory Note~~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~~trust ~~Account~~ account established pursuant to the ~~Borrower’s~~ 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~~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~~promissory ~~Note~~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~~promissory ~~Note~~note to increase its principal amount to $554,269. On July 2, 2024, Western and Cycurion Sub amended the ~~Promissory~~promissory ~~Note~~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~~promissory ~~Note~~ 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~~promissory ~~Note~~note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or April 11, 2025.

On ~~September~~January 246, ~~2024~~2025, Cycurion Sub entered into a promissory note with Western for a principal amount of $~~210~~55,555.56, pursuant to which ~~Cycurion~~ Cycurion Sub can borrow up to an aggregate principal amount of $~~185~~50,000.00. 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 Sub, or six months following the date of the ~~promissory~~ promissory note. ~~If Western defaults on the loan, or the business combination does not occur, Western will owe all principal and accrued interest thereto to Western.~~

On January 624, 2025, Cycurion Sub entered into a promissory note with Western for a principal amount of $55327,~~555~~777.5678, pursuant to which Cycurion Sub can borrow up to an aggregate principal amount of $50295,000.00. 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 Sub, or six months following the date of the promissory note. ~~If Western defaults on the loan, or the business combination does not occur, Western will owe all principal and accrued interest thereto to Western.~~

On January 24, 2025, Cycurion Sub entered into a promissory note with Western for a principal amount of $327,777.78, pursuant to which Cycurion Sub can borrow up to an aggregate principal amount of $295,000.00. 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 Sub, or six months following the date of the promissory note. If Western defaults on the loan, or the business combination does not occur, Western will owe all principal and accrued interest thereto to Western.

Founder Shares

On June 9, 2021, the Sponsor acquired 4,312,500 shares of ~~common~~Common ~~stock~~Stock of Western (the “Founder Shares”) for an aggregate purchase price of $25,000. On June 16, 2021, the Sponsor transferred 1,207,500 of the Founder Shares to A.G.P./Alliance Global Partners (“A.G.P.”) for $7,000. On November 22, 2021, Western effected a 2-for-3 reverse stock split of its ~~common~~Common ~~stock~~Stock, and A.G.P. sold back to the Sponsor 55,000 Founder Shares for $478, such that the Sponsor owns an aggregate of 70,833 Founder Shares, and A.G.P. owns 25,000 Founder Shares. Up to 12,500 Founder Shares (including the Founder Shares transferred to A.G.P.) were subject to forfeiture by the subscribers in case the underwriters did not fully exercise their over-allotment option. Since the underwriters exercised the overallotment option in full on January 14, 2022, none of the Founder Shares are subject to forfeiture any longer.

56The Sponsor, officers and directors have agreed, subject to limited exceptions, not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which Western completes a liquidation, merger, capital stock exchange, or other similar transaction that results in all of Western’s stockholders having the right to exchange their shares of Common Stock for cash, securities, or other property.

The Sponsor, officers and directors have agreed, subject to limited exceptions, not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which Western completes a liquidation, merger, capital stock exchange, or other similar transaction that results in all of Western’s stockholders having the right to exchange their shares of common stock for cash, securities, or other property.

PIPE Subscription Agreement

On January 11, 2022, concurrently with the completion of the Business Combination, 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 issued an aggregate of 12,533 shares of Common Stock issued in a private placement (the “PIPE Financing”) pursuant to that certain Subscription Agreement and 12,533 shares of Common Stock issuable upon the exercise of certain warrants (the “PIPE Warrants”) issued in the PIPE Financing.

The PIPE Subscription Agreement contains registration rights, pursuant to which we must use reasonable best efforts to file with the SEC a registration statement registering the resale of shares of our Common Stock. We are filing the registration statement of which this prospectus is a part, in part, to satisfy that contractual requirement.

The PIPE Warrants are exercisable until February 14, 2030 (five years after the completion of the Business Combination) at an exercise price of $345.00 per share, subject to adjustment as set forth in the PIPE Warrants for stock splits, stock dividends, recapitalizations and similar customary adjustments. A.G.P. may exercise each PIPE Warrant on a cashless basis if the shares underlying the PIPE Warrants are not then registered for resale pursuant to an effective registration statement.

Our Common Stock and PIPE Warrants to purchase our Common Stock issued pursuant to the PIPE Subscription Agreement were not registered under the Securities Act, and were issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Agreements with A.G.P.

Advisory Agreement with A.G.P.

A.G.P. was a financial advisor to both Western in connection with the Business Combination transaction. Upon the completion of the Business Combination, A.G.P.: (i) received a cash fee of $500,000 shares of Common Stock and warrants to purchase 500,000 shares of Common Stock at an exercise price of $150.00 per share. Pursuant to the advisory agreement (the “A.G.P. Advisory Agreement”), Western shall pay A.G.P. a total transaction fee equal to $2,500,000 (the “Transaction Fee”) upon the closing of the Business Combination. The Transaction Fee will be payable in the form of preferred shares of Cycurion that are convertible into 16,667 shares of Common Stock (such preferred shares or the Common Stock into which they convert, the “Transaction Fee Shares”), for a price per share of Common Stock equal to $150.00. A portion of the Transaction Fee Shares shall be subject to forfeiture and return to the Company for cancellation once A.G.P. converts and sells Transaction Fee Shares generating sales proceeds (excluding commissions) of $2,500,000.

The Transaction Fee Shares shall be subject to a lock-up ending on the earlier of (i) the date on which 75% of the outstanding Series B Preferred Stock is converted into shares of the Combined Company’s common stock and (ii) three months from February 14, 2025, which was the closing date of the de-SPAC (the “Lock-Up Termination Date”). After the Lock-Up Termination Date, A.G.P. may convert the Transaction Fee Shares and sell them subject to a leak-out provision that limits A.G.P.’s sales of Transaction Fee Shares on any given date to 10% of the cumulative trading volume of the common stock for such date (including pre-market, market and post-market trading) as reported by Bloomberg, LP. This restriction shall remain in effect beginning on the Lock-Up Termination Date and ending on the date on which 100% of the Series B Preferred Stock outstanding as of the closing is converted into shares of our Common Stock.50

The ~~parties~~Transaction ~~amended~~Fee ~~the~~Shares ~~Advisory~~shall ~~Agreement~~be ~~(the~~subject ~~“Amended~~to ~~Advisory~~a ~~Agreement”),~~lock-up ~~pursuant~~ending toon ~~which~~the ~~Western~~earlier ~~shall~~of ~~pay~~(i) ~~A.G.P.~~ the ~~Transaction~~ ~~Fee~~date inon ~~the~~which ~~form~~75% of ~~preferred~~the ~~shares~~outstanding ofSeries ~~Cycurion~~B ~~that~~Convertible Preferred ~~are~~Stock ~~convertible~~is converted into ~~166,667~~ shares of the combined company’s Common Stock and (~~such~~ii) ~~preferred shares~~three ormonths ~~the~~from ~~Common~~February ~~Stock~~14, ~~into~~2025, which was ~~they~~the ~~convert,~~closing date of the de-SPAC (the “~~Amended~~Lock-Up Termination Date”). After the Lock-Up Termination Date, A.G.P. may convert the Transaction Fee Shares~~”),~~ ~~for~~and asell ~~price~~them ~~per~~subject ~~share~~to ofa ~~Common Stock~~leak-out ofprovision ~~$15~~that limits A.00G.P.’s Asales ~~portion~~ of ~~the Amended~~ Transaction Fee Shares ~~shall~~on any begiven ~~subject~~date to ~~forfeiture~~10% ~~and~~of ~~return~~the tocumulative trading volume of the ~~Company~~Common Stock for ~~cancellation~~such date (including pre-market, market and post-market ~~once~~trading) Aas reported by Bloomberg, LP.~~G.P.~~ ~~converts~~This restriction shall remain in effect beginning on the Lock-Up Termination Date and ~~sells~~ending ~~Transaction~~on the ~~Fee~~date ~~Shares~~on ~~generating~~which ~~sales~~100% ~~proceeds~~of ~~(excluding~~the ~~commissions)~~Series B Convertible Preferred Stock outstanding as of ~~$2,500,000~~the closing is converted into shares of our Common Stock.

The ~~Amended~~parties ~~Transaction~~amended ~~Fee~~the ~~Shares~~A.G.P. ~~shall~~Advisory beAgreement ~~subject to a lock-up ending on~~ (the ~~earlier~~“Amended ofA.G.P. (iAdvisory Agreement”), ~~the~~pursuant ~~date~~to on which ~~75%~~Western ofshall pay A.G.P. the ~~outstanding~~Transaction ~~Series B~~Fee ~~Preferred~~in ~~Stock~~the isform ~~converted~~of ~~into~~preferred shares of ~~the~~Cycurion ~~Combined~~that ~~Company’s~~are ~~common~~convertible ~~stock~~into ~~and~~166,667 ~~(ii)~~shares ~~six~~of ~~months~~Common ~~from~~Stock ~~the Lock-Up Termination~~(such ~~Date.~~preferred ~~After~~shares or the ~~Lock-Up~~Common ~~Termination~~Stock ~~Date,~~into ~~A.G.P.~~which ~~may~~they convert, the “Amended Transaction Fee Shares”), ~~and~~for ~~sell~~a ~~them~~price ~~subject~~per toshare of aCommon ~~leak-out~~Stock ~~provision that~~of ~~limits A~~$15.G00.~~P.’s~~ ~~sales~~A portion of the Amended Transaction Fee Shares onshall ~~any~~be ~~given~~subject ~~date~~ to ~~10%~~forfeiture ofand ~~the~~return ~~cumulative~~to ~~trading volume of~~ the ~~common stock~~Company for cancellation ~~such~~once ~~date (including pre-market, market and post-market trading) as reported by Bloomberg, LP~~A.G.P. ~~This~~converts ~~restriction shall remain in effect beginning on the Lock-Up Termination Date~~ and ~~ending~~sells onTransaction ~~the~~Fee ~~date~~Shares ongenerating ~~which~~sales ~~100%~~proceeds of(excluding ~~the~~commissions) ~~Series B Preferred Stock outstanding as~~ of ~~the closing is converted into shares of our Common Stock~~$2,500,000.

~~Upon~~The Amended Transaction Fee Shares shall be subject to a lock-up ending on the ~~execution~~earlier of (i) the ~~Advisory~~date ~~Agreement,~~on which 75% of the ~~Business~~outstanding ~~Combination~~Series B ~~Marketing~~Convertible ~~Agreement,~~Preferred ~~dated~~Stock ~~January~~is ~~11,~~converted ~~2022,~~into ~~between~~shares ~~Western~~of the combined company’s Common Stock and (ii) six months from the Lock-Up Termination Date. After the Lock-Up Termination Date, A.G.P. in ~~which~~may ~~Western~~convert ~~and~~the ~~Cycurion~~Amended ~~Sub~~Transaction ~~caused~~Fee ~~the~~Shares ~~combined~~and ~~company~~sell tothem ~~issue~~subject to a leak-out provision that limits A.G.P.’s ~~16,667~~sales ~~shares~~of Amended Transaction Fee Shares on any given date to 10% of ~~common~~the ~~stock~~cumulative trading volume of the ~~combined~~Common ~~company~~Stock for such date (including pre-market, market and post-market trading) as reported by Bloomberg, LP. This restriction shall remain in ~~full~~effect ~~satisfaction~~beginning ofon the ~~fees,~~Lock-Up ~~was~~Termination ~~terminated,~~Date and ~~such~~ending ~~shares~~on the date on which 100% of ~~common~~the ~~stock~~Series ~~extinguished~~B inConvertible ~~their~~Preferred Stock ~~entirety~~outstanding as of the closing is converted into shares of our Common Stock.

Upon the execution of the A.G.P. Advisory Agreement, the Business Combination Marketing Agreement, dated January 11, 2022, between Western and A.G.P. in which Western and Cycurion Sub caused the combined company to issue to A.G.P. 16,667 shares of Common Stock of the combined company in full satisfaction of the fees, was terminated, and such shares of Common Stock extinguished in their entirety.

Placement Agent Agreement with A.G.P.

A.G.P. acted as the placement agent for the Private Placement. Pursuant to a the Placement Agent Agreement between A.G.P. and the Company, ~~dated~~ dated December 4, 2025, the Company agreed to pay A.G.P. a cash fee equal to 10.0% of the aggregate gross proceeds raised in the ~~Private~~ ~~Placement~~ate and a cash fee of $500,000, and to reimburse ~~the~~A.G.P. ~~Placement Agent~~ for certain reasonable, documented, and accountable expenses, including legal fees, of $60,000 in the aggregate.

Agreements with Seward & Kissel LLP

On November 27, 2024, we entered into a revised engagement letter (the “Revised Engagement Letter”) with Seward & Kissel LLP (“Seward & Kissel”), pursuant to which Western and Cycurion agreed to pay approximately $1.3 million of its outstanding of its outstanding legal fees and expenses (“Legal Fees”) in shares of Common Stock in connection with the Business Combination. Following the closing of the Business Combination on February 14, 2025 and in connection with the Revised Engagement Letter, we issued to Seward & Kissel 8,333 shares of Common Stock and athe ~~pre~~Seward & Kissel Pre-~~funded~~Funded warrant that is exercisable for approximately $1.3 million in shares of Common Stock ~~(the “Seward & Kissel Pre-Funded Warrant”)~~, or up to 83,333 shares of Common Stock; provided that once the net proceeds from the sale of the shares equals 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 the Cycurion.

We plan to enter into an exchange agreement with Seward & Kissel to exchange the Seward & Kissel Pre-Funded Warrant for a convertible promissory note (the “Seward & Kissel Convertible Note”) that is convertible into such number of shares equal to the Legal Fees.51

We plan to enter into an exchange agreement with Seward & Kissel to exchange the Seward & Kissel Pre-Funded Warrant for a convertible promissory note that is convertible into such number of shares equal to the Legal Fees.

Agreement with Baker & Hostetler LLP

In 2023, Western agreed to pay approximately $788,030 of its obligations to its counsel, Baker & Hostetler LLP, in shares of Common ~~Stock~~ Stock following the Business Combination, which will be issued at a price per share equal to $300.00, or 2,627 shares of Common Stock.

Lock-up Agreements and Leak-out Agreements

Series A Convertible Preferred Stock

The holders of our Series A Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) are subject to a one-year lock-up of their securities that commenced on the closing of the Business Combination, subject to release from the lock-up after six months from the closing if, thereafter, the daily trading value of shares of our Common Stock is greater than $150,000 for 30 consecutive trading days and the 30-day VWAP for shares of our Common Stock is greater than $5.00.

On September 25, 2025, our ~~board~~Board of ~~directors~~Directors waived the Series A Convertible Preferred Stock lock-up restrictions. The holders of our Series A Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) were previously subject to a one-year lock-up of their securities that commenced on the closing of the Business Combination with Western on February 14, 2025, subject to release from the lock-up after six months from the closing if, thereafter, the daily trading value of shares of our Common Stock is greater than $150,000 for 30 consecutive trading days and the 30-day VWAP for shares of our Common Stock is greater than $5.00. As our Common Stock does not meet the conditions set forth above to release the holders of the Series A Convertible Preferred Stock from the lock-up restrictions after six months from the closing of the Business Combination, our ~~board~~Board of ~~directors~~Directors deemed it in the best interests to waive such lock-up restrictions as the Series A Convertible Preferred Stock accrues approximately $120,000 per year in stock or cash payments. If the holders of the Series A Convertible Preferred Stock convert such preferred stock into Common Stock, we could save approximately $120,000 in costs on its income statement, which is part of our strategic recapitalization to strengthen its balance sheet and support growth initiatives.

Series B Convertible Preferred Stock

The holders of our Series B Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) are subject to different terms depending on the relevant agreements. Prior to the ~~Reverse~~one-for-thirty reverse stock split of the Company’s shares of Common Stock, ~~Split~~par value $0.0001, that took effect with the commencement of business on October 27, 2025, 355 shares of ~~Cycurion~~ Series B Convertible Preferred Stock following the Business Combination were converted at the closing of the Business Combination for 23,666 shares of Common Stock following the Business Combination. Holders are subject to a nine-month leak-out that commenced on the closing of the Business Combination, such that aggregate sales cannot exceed 40% of the daily trading volume of shares of our Common Stock following the Business Combination.

Series C Convertible Preferred Stock

The holders of our Series C Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) are subject to a one-year lock-up of their securities that commenced on the closing of the Business Combination, subject to release from the lock-up after six months from the closing if, thereafter, the daily trading value of shares of our Common Stock is greater than $150,000 for 30 consecutive trading days and the 30-day VWAP for shares of our Common Stock is greater than $5.00.

Series D Convertible Preferred Stock

The holders of our Series D Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) are subject to a nine-month leak-out that commenced on the closing of the Business Combination, such that aggregate sales cannot exceed 10% of the daily trading volume of shares of our Common Stock following the Business Combination. However, the leak-out provisions shall terminate prior to the expiry of the nine-month period in the event that the holders of the Series D Convertible Preferred Stock have converted all of such preferred stock and have sold all of the converted shares into the public markets.

5852

Series E Convertible Preferred Stock

The holders of our Series E Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) are subject to a nine-month lock-up that commenced on March 31, 2025.

Series F Convertible Preferred Stock

The holders of our Series F Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) are not subject to a lock-up.

Series G Convertible Preferred Stock

The holders of our Series G Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) are not subject to a lock-up.

Series H Convertible Preferred Stock

The holders of our Series H Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) are not subject to a lock-up.

Series I Convertible Preferred Stock

The holders of our Series I Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) are subject to a lock-up agreement, pursuant to which a significant portion of the shares may not be sold or otherwise transferred for a defined period following closing of the Secuvant Merger (six months for approximately $1.5 million of shares and 90 days for approximately $500,000 of shares). Upon expiration of the lock-up periods, holders remain subject to a leak-out agreement, which imposes ongoing limitations on the volume, timing and manner of resale. The resale of shares issuable upon conversion of the Series I Convertible Preferred Stock may be subject to contractual transfer restrictions, including lock-up and leak-out provisions, as further described under “Merger With Secuvant.”

A.G.P.

The Transaction Fee Shares shall be subject to a lock-up ending on the earlier of (i) the date on which 75% of the outstanding Series B ~~Preferred~~Convertible Preferred Stock is converted into shares of our Common Stock and (ii) three months from the Lock-Up Termination Date. After the Lock-Up ~~Termination~~ Termination Date, A.G.P. may convert the Transaction Fee Shares and sell them subject to a leak-out provision that limits A.G.P.’s sales of Transaction Fee Shares on any given date to 10% of the cumulative trading volume of the ~~common~~Common ~~stock~~Stock for such date (including pre-market, market, and post-market trading) as reported by Bloomberg, LP. This restriction shall remain in effect beginning on the Lock-Up ~~Termination~~ Termination Date and ending on the date on which 100% of the Series B Convertible Preferred Stock outstanding as of the closing is converted into shares of our Common Stock.

The Amended Transaction Fee Shares shall be subject to a lock-up ending on the earlier of (i) the date on which 75% of the outstanding Series B Convertible Preferred Stock is converted into shares of the ~~Combined~~combined ~~Company~~company’s ~~common~~Common ~~stock~~Stock and (ii) six months from the Lock-Up ~~Termination~~ Termination Date. After the Lock-Up Termination Date, A.G.P. may convert the Amended Transaction Fee Shares and sell them subject to a leak-out provision that limits A.G.P.’s sales of Amended Transaction Fee Shares on any given date to 10% of the cumulative trading volume of the ~~common stock~~Common Stock for such date (including pre-market, market and post-market trading) as reported by Bloomberg, LP. This restriction shall remain in effect beginning on the Lock-Up Termination Date and ending on the date on which 100% of the Series B ~~Preferred~~Convertible Preferred Stock outstanding as of the closing is converted into shares of our Common Stock.

Seward & Kissel LLP

The holder of the 8,333 shares of Common Stock issued in upon the closing of the Business Combination was subject to a 20-day lock-up that commenced on February 14, 2025, which was the closing of the Business Combination. Those shares are no longer subject to a lock-up. The shares of Common Stock underlying the Seward & Kissel Pre-Funded Warrant are not subject to a lock-up period.

Baker & Hostetler LLP

The holder of 2,627 shares of Common Stock is subject to a one-year lock-up of its securities that commenced on February 14, 2025, which was the closing of the Business Combination.

Founder Shares

The holder of these securities is subject to a one-year lock-up of its securities that commenced on February 14, 2025, which was the closing of the Business Combination.

PIPE Shares

The holder of these securities is subject to a 30-day lock-up of its securities that commenced on February 14, 2025, which was the closing of the Business Combination.

5953

DESCRIPTION OF OUR SECURITIES

The following is a description of our securities of as set forth in certain provisions of the Amendment to our ~~Charter~~Second Amended and Restated Certificate of Incorporation, our Charter and our Bylaws and applicable forms of warrant, each previously filed with the SEC and incorporated by reference as an exhibit to this ~~Registration~~registration ~~Statement~~statement to which this prospectus forms a part. 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 (the “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, par value $0.0001 per share. 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 311,~~608~~472,~~277~~588 shares of Common Stock ~~issued~~ and ~~outstanding and 155~~6,~~045~~786,417 shares of preferred stock issued and outstanding ~~that have not yet been converted~~.

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, the Charter.

Dividend Right

Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of ~~common~~Common ~~stock~~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 therefor.

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 or 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~~Common ~~stock~~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~~Common ~~stock~~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 and Series G Convertible Preferred Stock have voting rights on an as-if-converted-to-Common-Stock basis. The Series B Convertible Preferred Stock and Series D Convertible Preferred Stock do not have voting rights. Please see below for more information.

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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 date of this prospectus, 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~~Common ~~stock~~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 date of this prospectus, 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.

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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 date of this prospectus, 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 613 shares of Common Stock for every one share of our Series C Convertible Preferred Stock, or an aggregate of 2,972,320 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 date of this prospectus, 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.

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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 date of this prospectus, 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-10,000 shares 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 date of this prospectus, 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 date of this prospectus, there are 3,133 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 date of this prospectus, 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 date of this prospectus, there are no shares of Series I 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 Series I Convertible 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 5395,~~607,508~~ 866 shares of Common Stock, which amount consists of the PIPE Warrants and Public Warrants.

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 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 that has an exercise price equal to $3.62 per share. The Warrants will be exercisable immediately following receipt of Stockholder Approval for the issuance of the Warrants and the Warrant Shares 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.

In addition, pursuant to the Purchase Agreement, the Company is 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; if the Company does not obtain Stockholder Approval at the first meeting, the Company is required to call a meeting every 90 days thereafter seeking Stockholder Approval until Stockholder Approval is received or the Warrants are no longer outstanding.

PIPE Warrants and Public Warrants

Each outstanding whole PIPE Warrant and ~~public warrant issued in connection with the initial public offering of Western (“~~Public Warrant”) represents the right to purchase one share of Common Stock at a price of $345.00 per share, subject to adjustment as discussed in this prospectus, at any time commencing 30 days after the Business Combination 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,

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

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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.

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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 Pre-Funded Warrant

The pre-funded warrant with Yield Point (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 Yield Point Pre-Funded Warrant is immediately exercisable upon issuance and may be exercised at any time until the 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 Pre-Funded Warrant

On February 14, 2025, Cycurion entered into the Seward & Kissel Pre-Funded Warrant with Seward & Kissel that is exercisable for approximately $1.3 million in shares of Common Stock, or up to 83,333 shares of Common Stock; provided that once the net proceeds from the sale of the shares equals the $1.3 million in 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.

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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~~Common ~~stock~~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 special 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 special 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 special 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 Cycurion’s board of directors and authorized at an annual or special 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.63

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.

Filing Compare · Cycurion, Inc.