Cycurion, Inc. Enters Warrant Inducement; Raises ~\$4.5M

What Happened

• Cycurion, Inc. announced on July 30, 2026 (closing Aug 3, 2026) a warrant inducement agreement under which a holder agreed to immediately exercise existing warrants (issued Dec 5, 2025) to buy 3,341,439 shares. The company reduced the exercise price of those existing warrants from $3.62 to $1.35 solely for this exercise, producing approximately $4.5 million in gross cash proceeds.
• As consideration, Cycurion issued the holder new unregistered warrants to purchase up to 5,012,159 shares (150% of the shares underlying the exercised warrants). The New Warrants have a $1.65 exercise price, become exercisable only upon any required stockholder approval (per Nasdaq rules), and expire five years after such approval. The New Warrants include customary anti‑dilution and cashless exercise features and a beneficial ownership cap of 4.99% (increaseable to 9.99% with notice).
• The company will file a registration statement within 90 days of July 30, 2026 to cover resale of shares issuable on exercise of the New Warrants. Shares issued from the exercised existing warrants are eligible for resale under Rule 144.

Key Details

• Exercised existing warrants: 3,341,439 shares; exercise price reduced to $1.35 for this transaction.
• Gross proceeds expected: approximately $4.5 million (before fees and expenses).
• New Warrants: up to 5,012,159 shares; $1.65 exercise price; exercisable upon required stockholder approval; 5‑year term after approval.
• Financial advisor fees: A.G.P. to receive 6.0% of gross proceeds, plus $200,000 relating to prior services and reimbursement of legal expenses up to $45,000.

Why It Matters

• Liquidity: The transaction provides an immediate cash infusion (~$4.5M gross), which can help fund operations or corporate needs in the near term.
• Potential dilution: The New Warrants (5,012,159 shares) and resale of exercised shares could increase the company’s share count if and when exercised, affecting existing shareholders.
• Shareholder approval and resale registration: New Warrants can only be exercised after any required stockholder approval, and the company plans to register the warrant shares—both steps affect timing and the potential increase in tradable shares.
• Fees reduce net proceeds: Advisory and related fees (6% of proceeds + $200k and possible legal reimbursements) will reduce the cash the company retains from the transaction.