Cycurion, Inc. 8-K

What Happened

• Cycurion, Inc. announced on Feb 26, 2026 (filed Feb 27, 2026) that it adjourned its special meeting of stockholders from Feb 26, 2026 to Thursday, March 19, 2026 at 12:00 p.m. Eastern Time to allow additional time for stockholders to vote.
• The meeting seeks stockholder approval, under Nasdaq Listing Rule 5635(d), to authorize the potential issuance of up to 3,314,920 shares of common stock upon exercise of common stock purchase warrants issued in connection with a private placement that closed on December 5, 2025.

Key Details

• Adjournment announced: February 26, 2026; reconvened meeting: March 19, 2026 at 12:00 p.m. ET.
• Warrants involved: up to 3,314,920 common shares on exercise (related to Dec 5, 2025 private placement).
• Nasdaq rule cited: Listing Rule 5635(d) — approval needed because the issuance may be equal to or exceed 20% of outstanding common stock immediately prior to the offering.
• Record date for voting: January 21, 2026. Proxies already submitted will be voted at the reconvened meeting unless properly revoked. Stockholders who have not voted are encouraged to do so; proxy voting instructions are in the company’s definitive proxy statement and via proxy solicitor D.F. King & Co., Inc.
• Press release furnished as Exhibit 99.1 to the Form 8-K.

Why It Matters

• This adjournment delays final approval of a potentially dilutive issuance tied to the December 2025 private placement; if approved, up to 3,314,920 new shares could be added upon warrant exercise, which the company notes may meet or exceed the 20% threshold that triggers Nasdaq shareholder approval.
• For investors, the outcome will affect share count and potential dilution. Stockholders with voting power should ensure their votes are cast or proxies in place ahead of March 19, 2026; those who already voted need take no further action unless they choose to revoke.