8-KFiled Jul 30, 8:00 PM ET

Cycurion, Inc. Extends Asset Purchase; Issues Series H Preferred

$CYCU · Cycurion, Inc.

Research Summary

AI-generated summary of this SEC filing

Updated

Cycurion, Inc. Extends Asset Purchase; Issues Series H Preferred

What Happened

  • Cycurion, Inc. announced an Amendment and Forbearance/Extension Agreement dated July 23, 2026 with Kustom Entertainment, Inc. to modify an Asset Purchase Agreement originally entered June 24, 2026. The amendment temporarily forbears on rights from missing the original closing date and extends the anticipated closing to on or about September 15, 2026.
  • As consideration for the extension, Cycurion made a non‑refundable cash payment of $250,000 and replaced the 2,000,000 warrants originally contemplated in the acquisition with Series H Preferred Stock having an aggregate stated value of $600,000.

Key Details

  • Amendment date: July 23, 2026; original Acquisition Agreement: June 24, 2026.
  • Cash payment to seller (Kustom Entertainment): $250,000 (immediate, non‑refundable).
  • Series H Preferred Stock aggregate stated value: $600,000; dividends accrue at 12.0% per year, payable quarterly.
  • Conversion: each Series H share converts into common stock based on (stated value + accrued unpaid dividends) ÷ $1.45 per share. Registration rights were amended to cover shares issuable on conversion or as dividend payment.

Why It Matters

  • This amendment keeps the planned acquisition of Kustom Entertainment’s video‑solutions business on track while compensating the seller for the delay. The cash payment and Series H Preferred issuance change the form of consideration owed for the extension and could affect Cycurion’s capital structure and potential future dilution if the preferred shares convert.
  • Investors should note the fixed cash outflow ($250k now), the added preferred stock obligation with a 12% dividend, and the conversion mechanics tied to $1.45 per share when evaluating near‑term liquidity and longer‑term share count impacts. All other terms of the original Acquisition Agreement remain in effect, and the parties report all closing conditions satisfied or waived as of the filing.