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UNITED STATES

SECURITIES AND ~~EXCHANGE~~ COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ~~Annual~~ANNUAL ~~Report~~REPORT ~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

For the fiscal year ended: December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

☐For ~~Transition Report Pursuant to Section 13 or 15(d) of~~ the ~~Securities~~transition ~~Exchange~~period ~~Act~~from of__________ ~~1934~~to __________

Commission File ~~No.~~Number: 001-41214

CYCURION, INC.


Cycurion, Inc.
(Exact name of registrant as specified in its charter)
Delaware						86-3720717
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1640 Boro Place, Suite 420C, McLean, VA						22102
(Address of principal executive office)						(Zip Code)

(888) 341-6680
Registrant’s telephone number, including the area code)

(Exact name of registrant as specified in its charter)

Delaware		86-3720717
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1640 Boro Place, Fourth Floor, McLean, Virginia		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 341-6680

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

~~CYCU~~

~~The NASDAQ Stock Market LLC~~

CYCU

The NASDAQ Stock Market LLC

Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

CYCUW

The NASDAQ Stock Market LLC

Redeemable warrants, each exercisable for one share of common stock at an exercise price of $345.00 per share

CYCUW

The NASDAQ Stock Market LLC

Securities registered pursuant to ~~Section~~section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 ~~any~~ 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’'s assessment of the effectiveness of its internal ~~controls~~control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’'s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

AtThe ~~June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the~~ aggregate market value of the ~~Registrant’~~registrant's ~~shares of~~ common stock held by non-affiliates as of June 30, 2025 was approximately $~~7,152,959~~10.1 million based on upon the last reported ~~sales~~sale price of ~~$11.00~~the registrant's common stock on The Nasdaq Stock Market LLC as of the close of business on that day.

~~The~~As ~~number~~ of ~~shares~~March 24, ~~outstanding of~~2026, ~~the~~there ~~registrant’s~~were ~~common~~5,509,988 ~~stock~~shares as of ~~April~~common ~~17,~~stock ~~2025 was 31,443,906~~outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

~~None~~Portions of the registrant's definitive proxy statement to be filed by the registrant in connection with its 2026 Annual Meeting of Shareholders are incorporated by reference in Part III.

~~TABLE~~Table OFof ~~CONTENTS~~Contents

		Page
Table of Contents to 2025 Form 10-K
PART I
			Special Note Regarding Forward-Looking Statements	4
Item 1.	Business	5
PART I				5
Item 1A.	Risk Factors	12
Item 1.			Business	12
Item 1B.	Unresolved Staff Comments	23
Item 1A.			Risk Factors	12
Item 1C.	Cybersecurity	24
Item 1B.			Unresolved Staff Comments	22
Item 2.	Properties	24
Item 1C.			Cybersecurity	22
Item 3.	Legal Proceedings	24
Item 2.			Properties	24
Item 4.	Mine Safety Disclosures	25
Item 3.			Legal Proceedings	25
PART II
Item 4.			Mine Safety Disclosures	25
Item 5.	Market for Our Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	25
PART II				25
Item 6.	Selected Financial Data	25
Item 5.			Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 6.			[Reserved]	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 8.	Financial Statements and Supplementary Data	F-1
			General and Business Overview	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34
			Financial Overview	30
Item 9A.	Controls and Procedures	34
			Results of Operations	30
Item 9B.	Other Information	35
			Liquidity and Capital Resources	31
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	35
			Critical Accounting Policies and Estimates	32
PART III
Item 7A.			Quantitative and Qualitative Disclosures about Market Risk	33
Item 10.	Directors, Executive Officers, and Corporate Governance	35
Item 8.			Consolidated Financial Statements and Supplementary Data	34
Item 11.	Executive Compensation	38
			Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1171)	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	39
			Consolidated Balance Sheets	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence	40
			Consolidated Statements of Operations and Comprehensive (Loss)/Income	36
Item 14.	Principal Accounting Fees and Services	40
			Consolidated Statements of Cash Flows	37
PART IV
			Consolidated Statements of Changes in Stockholders’ Equity	38
Item 15.	Exhibits and Financial Statement Schedules	41
			Notes to the Unaudited Consolidated Financial Statements	39
Item 16.	Form 10-K Summary	41
			1. Organization and Description of Business	39
Index to Exhibits		42
			2. Significant Accounting Policies	41
Signatures		46
			3. Accounts Receivable, Net	51
			4. Property and Equipment, Net	51
			5. Software Development Costs	51
			6. Intangible Assets	52
			7. Business Combination	52
			8. Goodwill	54
			9. Bank Loans	56
			10. Loans Payable	57
			11. Convertible Notes	58
			12. Promissory Notes	59
			13. Factoring Liability	60
			14. Series A Convertible Preferred Stock	60
			15. Equity	60
			16. Concentrations, Risks and Uncertainties	72
			17. Fair Value Disclosures	72
			18. Related Party Transactions	73
			19. Earnings Per Share	74
			20. Commitments and Contingencies	74
			21. Subsequent Events	79

~~CAUTIONARY~~Table ~~NOTE~~of ~~REGARDING FORWARD-LOOKING STATEMENTS~~Contents

Certain statements included or incorporated by reference in this Annual Report on Form 10-K (“Annual Report”) are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. 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 not historical facts. These statements are based on the current beliefs and assumptions of our management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding our business that may change at any time, and, therefore, our actual results may differ materially from those that we expected. The factors that may affect our results include, among others: the impact of political and economic conditions on the demand for our services; the impact of a data or security breach; the impact of competition or alternatives to our services on our business pricing and other actions by competitors; our ability to address technological development and change in order to keep pace with our industry and the industries of our clients; the impact of terrorism, natural disasters or similar events on our business; the effect of legislative and regulatory actions in the United States and internationally; the impact of operational failure due to the unavailability or failure of third-party services on which we rely; the effect of intellectual property infringement; the implementation and effects of our restructuring plan; and other factors discussed in this report under the sections entitled “Risk Factors”, “Legal Proceedings”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and otherwise identified or discussed in this Annual Report. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements, which speak only as of the date of this report.


Table of Contents to 2025 Form 10-K (continued)
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	79
Item 9A.	Controls and Procedures	79
Item 9B.	Other Information	80
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	80
PART III		81
Item 10.	Directors, Executive Officers and Corporate Governance	81
Item 11.	Executive Compensation	81
Item 12.	Security Ownership of Beneficial Owners and Management and Related Stockholder Matters	81
Item 13.	Certain Relationships and Related Transactions, and Director Independence	81
Item 14.	Principal Accounting Fees and Services	81
PART IV		82
Item 15.	Exhibits and Financial Statement Schedules	82
Item 16.	Form 10-K Summary	85
	SIGNATURES	86

The forward-looking statements made by us in this report speak only as of the date of this report. We undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this report, except as otherwise required by law. In addition, forward-looking statements provide our expectations, plans or forecasts of future events and views based upon information available to us as of the date of this report and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

These statements include, but are not limited to, the 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 financial performance; and ● other factors disclosed under the section entitled “Risk Factors” in this Annual Report. ● 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 U.S. Securities and Exchange Commission (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.

~~SUMMARY~~Table OFof ~~RISK FACTORS~~Contents

~~The~~Special ~~following~~Note isRegarding aForward-Looking summary of the principal risks that could adversely affect our business, financial condition, operating results, cash flows and/or stock price. Discussion of the risks listed below, and other risks that we face, are discussed in the section entitled “Risk Factors” in Part I, Item 1A of this Annual Report.Statements

~~Risks~~In ~~Related~~this report, the words "Cycurion," "Company," "we," "our," and "us" refer to ~~Our~~Cycurion, ~~Business~~Inc., ~~Generally~~its subsidiaries and its fully consolidated variable interest entity otherwise stated or unless the context otherwise requires.

●Some ~~Cycurion~~statements ~~has~~made ain ~~limited~~this ~~operating~~Annual ~~history~~Report ~~upon~~on ~~which~~Form ~~you~~10-K, ~~can evaluate our future business~~ and ~~prospects.~~in ●particular ~~Cycurion~~in ~~has~~the ~~incurred~~"Management’s ~~net~~Discussion ~~losses~~ and ~~cannot~~Analysis ~~assure~~of ~~you~~Financial ~~that~~Condition itand ~~will~~Results ~~achieve or maintain profitable operations. ● Cycurion’s level~~ of ~~indebtedness~~Operations" ~~and~~section, ~~debt~~are ~~service~~"forward-looking ~~obligations~~statements" ~~could~~within ~~adversely~~the ~~affect~~meaning ~~its~~of ~~financial~~the ~~condition~~Private ~~and~~Securities ~~make~~Litigation itReform ~~more~~Act ~~difficult~~of ~~for~~1995 ~~management~~pertaining to ~~fund its operations. ● Cycurion~~management’s ~~recurring~~current ~~losses,~~expectations ~~net~~as ~~working capital, and accumulated deficit resulting from substantial operating losses have raised substantial doubt regarding its ability~~ to ~~continue~~the asCompany's afuture ~~going~~financial ~~concern.~~results, ●business ~~We will require substantial additional funding in the future~~prospects, ~~which~~and ~~may~~business ~~not~~developments. beForward-looking ~~available~~statements ~~to us on acceptable terms~~include, orwithout ~~at all~~limitation, ~~and,~~any ifstatement ~~not~~that ~~so available,~~ may ~~require us to delay~~predict, ~~limit~~forecast, ~~reduce~~indicate, or ~~cease~~imply ~~our operations. ● Cycurion’s ability to grow and compete in the~~ future ~~will~~results, beperformance, ~~adversely affected if adequate capital is not available to it~~ or ~~not~~achievements, ~~available on favorable terms. ● If Cycurion does not continue to innovate~~ and ~~offer~~are ~~solutions~~typically ~~and~~accompanied ~~professional services that address the dynamic threat landscape~~by, ~~it may not remain competitive~~ and ~~its~~identified ~~revenue~~with, ~~and~~terms ~~operating~~such ~~results~~as ~~could~~"anticipates," ~~suffer.~~"believes," ●"expects," ~~Cycurion~~"estimates," ~~must~~"intends," ~~continually~~"plans," ~~enhance~~"potential," ~~its training~~"may," ~~existing solutions and technology tools and develop or acquire new solutions and tools~~"should," ~~or it~~ "will," ~~lose clients~~ and ~~its~~similar ~~competitive position will suffer~~phrases. ●The Asabsence ~~a cybersecurity provider, we are a target~~ of ~~cyber-attacks~~these ~~and~~words ~~other~~does ~~cyber~~not ~~risks~~necessarily mean that ~~could~~a ~~adversely~~statement ~~impact~~is ~~our~~not ~~reputation and operating results~~forward-looking. ~~● Future acquisitions could disrupt our business and harm our financial condition and operating results.~~

~~Risks~~This ~~Related~~Annual toReport ~~the~~includes ~~SLG~~forward-looking ~~Assignment~~statements ~~Agreement~~addressing the Company's:

●•future ~~We may fail to consummate some~~revenue, orgross all of the assumptions contemplated by the SLG Assignment Agreement. ● Due Diligence may not reveal all issues with respect to SLG. ● We may incur significant unforeseen costs related to our possible assumption of the to-be-assigned SLG agreementsprofit, ~~which,~~operating ~~if assumed by us~~margins, would result in our becoming the prime contractor thereunder, that are the subject of the SLG Assignment Agreement. ● There is no assurance that any or all the counterparties to the to-be-assigned SLG agreements, which, if we are able to assume, would result in our becoming the prime contractor thereunder, will permit such assignment by SLG and ~~assumption~~overall byfinancial us. ● There is no assurance that we will be able to integrate becoming the prime contractor under the to-be-assigned SLG agreements into our business model, which could then result in significant disruption to our business. ● There is no assurance that the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, will perform as expected.performance;

~~Risks~~•ability ~~Related~~ to ~~Securities~~convert ~~Markets~~contracted ~~and~~backlog ~~Investments in~~into ~~Our~~recognized ~~Common Stock~~revenue;

~~● Cycurion has no current~~ •plans ~~to pay dividends on its shares of common stock. ● Our common stock price may be volatile~~ and asstrategies ~~a result you could lose all or part of your investment. ● Potential future sales pursuant to registration rights granted by the Company and under Rule 144 may depress the market price~~ for ~~our~~business shares of common stock. ● We face risks related to compliance with corporate governance laws and financial reporting standards. ● Nasdaq may delist our securities from trading on its exchange. ● The market price of the Company’s shares of common stock is likely to be highly volatilegrowth, ~~and~~new ~~you~~contract 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 toawards, ~~may be currently leading to,~~ and ~~could~~market ~~again lead to, extreme price volatility in shares of our common stock.~~expansion;

~~Risks~~•competitive ~~Related~~position toin ~~Operating~~the ascybersecurity aand ~~Public~~information ~~Company~~ technology ("IT") services markets;

●•development, ~~The~~adoption, ~~Company’s management team has limited skills related to experience managing a public company. ● Cycurion 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 the public float of Cycurion have experienced extreme volatility that was seemingly unrelated to the underlying performance of ~~the~~our ~~respective~~software ~~company.~~platforms ~~The~~and ~~Company~~service ~~may experience similar volatility, which may make it difficult for prospective investors to assess the value of its shares of common stock.~~offerings;

•pursuit and execution of acquisitions, partnerships, and other strategic transactions;

•liquidity, capital resources, and ability to service existing obligations;

•compliance with the continued listing requirements of the Nasdaq Global Market;

•financial consolidation of entities in which the Company holds a controlling interest; and

•anticipated trends, growth rates, general market conditions and the regulatory environment in which we operate.

Management's expectations for the Company's future necessarily involve a number of assumptions and estimates and the evaluation of risks and uncertainties. Various factors or events, both known and unknown, could cause actual results to differ materially from the expectations expressed or implied by the forward-looking statements, including uncertainties regarding:

•changes in demand for cybersecurity and government technology services;

•the loss or non-renewal of significant client contracts, or reductions in contract scope or funding;

•the attraction and retention of qualified employees and key personnel;

•the impact of government budget processes, spending constraints, or executive policy actions on contract activity;

•our ability to compete effectively for new contracts against larger, better-resourced competitors;

•risks inherent in completed or proposed acquisitions and strategic partnerships;

•our ability to maintain adequate liquidity and access capital on acceptable terms;

•legal proceedings, regulatory matters, or government audits affecting our business;

•our ability to prevent serious errors or defects across, and to otherwise maintain the uninterrupted operation of, our network;

•cybersecurity threats or data security incidents affecting our operations or those of our clients; and

•general economic, geopolitical, and market conditions beyond our control.

The foregoing factors are not exhaustive. Additional risks and uncertainties are described in the "Risk Factors" section of this Annual Report on Form 10-K. In light of these potential risks and uncertainties, no undue reliance should be placed on any forward-looking statement expressed in this report. Furthermore, the Company undertakes no obligation to release publicly the results of revisions to any forward-looking statements that may be made to reflect new information or any future events or circumstances, except as otherwise required by applicable law.

Table of Contents

PART I

~~ITEM~~Item 1. ~~BUSINESS~~Business

General

Cycurion, Inc. (collectively with its subsidiaries, the “"Company,”" “"Cycurion,”" “"we,”" “"us”" or “"our”") ~~was~~is a publicly traded, cybersecurity and artificial intelligence ("AI")-powered IT solutions provider headquartered in McLean, Virginia. We were originally incorporated as KAE Holdings, Inc., under the laws of the State of Delaware in October 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. ~~On February 14, 2025, the date of closing of our de-SPAC transaction, we merged into Western Acquisition Ventures Corp. and changed that company’s name to Cycurion, Inc.~~

WeOn ~~have~~February ~~one~~14, ~~first-tier~~2025, ~~wholly-owned~~Cycurion ~~subsidiary~~completed the business combination and transactions (the "Business Combination") as set forth in an Agreement and Plan of Merger, ~~Cycurion Sub~~dated November 21, ~~Inc.~~2022, ~~(formerly~~as ~~Cycurion~~amended on April 26, ~~Inc.~~2024, ~~until~~December 31, 2024 and February 1413, 2025 (the "Merger Agreement"), by and ~~three~~among ~~indirectly~~Western ~~wholly-owned~~Acquisition ~~second-tier~~Ventures ~~subsidiaries:~~Corp. (i"Western"), ~~Axxum~~Western ~~Technologies LLC~~Acquisition ~~(“Axxum”)~~Merger Inc., a ~~Virginia~~Delaware ~~limited~~corporation ~~liability~~and ~~company~~a ~~formed~~wholly-owned insubsidiary ~~December~~of ~~2006,~~Western (ii"Merger Sub"), ~~Cloudburst~~and ~~Security~~Cycurion ~~LLC~~Sub, ~~(“Cloudburst”)~~Inc., a ~~Virginia~~Delaware ~~limited~~corporation ~~liability~~formerly ~~company~~known ~~formed~~as inCycurion, ~~January~~Inc. ~~2007~~("Cycurion Sub"). As contemplated by the Merger Agreement, Merger Sub merged with and ~~(iii)~~into Cycurion ~~Innovation,~~Sub ~~Inc.,~~with Cycurion Sub as surviving the merger as a ~~Delaware~~wholly-owned ~~corporation~~subsidiary ~~formed~~of inWestern. ~~September 2021~~In addition, in connection with ~~our~~the ~~acquisition~~consummation of ~~assets~~the ~~from~~Business ~~Sabres Security Ltd. (“Sabres”)~~Combination, aWestern ~~leading~~was ~~Israeli-based~~renamed ~~cyber~~"Cycurion, ~~security provider~~Inc."

~~Our~~Following the closing of the Business Combination, our shares of common stock and warrants commenced trading on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbols "CYCU" and "CYCUW," respectively.

We ~~provide~~have ~~innovative~~two ~~custom~~first-tier ~~solutions~~wholly-owned ~~for~~subsidiaries, ~~our~~Cycurion ~~clients by~~Sub ~~adapting~~(formerly ~~our~~Cycurion, ~~superior~~Inc., ~~knowledge~~until ~~base~~February 14, 2025) and ~~government-level~~Cycurion ~~experience~~Crypto toInc., ~~create~~a ~~dynamic~~Delaware ~~solutions~~corporation toformed ~~best~~in ~~serve~~July ~~our~~2025, ~~client’s information~~and ~~technology~~three indirectly wholly-owned second-tier subsidiaries: (~~“IT”~~i) ~~and~~Axxum ~~cybersecurity~~Technologies ~~needs.~~LLC ~~We assess~~("Axxum"), ~~secure~~a ~~and~~Virginia ~~advise~~limited ~~your~~liability ~~organization~~company byformed ~~leveraging~~in ~~our~~December ~~government proven~~2006, ~~cutting~~(ii) ~~edge~~Cloudburst ~~techniques~~Security LLC ("Cloudburst"), ~~custom~~a ~~tools~~Virginia limited liability company formed in January 2007, and ~~extensively~~(iii) ~~knowledgeable~~Cycurion ~~personnel~~Innovation, toInc., ~~revolutionize~~a ~~the~~Delaware ~~client’s~~corporation formed in September 2021, in connection with our acquisition of assets from Sabres Security Ltd. ("Sabres"), a leading Israeli-based cybersecurity ~~posture~~ provider.

WeIn ~~are~~addition, ~~committed~~we toalso ~~surpassing~~integrated ~~expectations~~SLG ~~and~~Innovation, ~~delivering incomparable value to our clients and partners~~Inc. We("SLG"), ~~achieve~~which ~~this~~provides ~~goal~~data bymodernization ~~providing Network Communications~~ and ~~Information~~technology ~~Technology Security~~ services ~~and solutions that are custom-tailored~~ to ~~your~~state ~~environment, as well as your level of need. We are built on a foundation of experts in Network Communications~~ and ~~Information~~local ~~Technology~~government ~~who~~agencies, ~~possess~~expanding ~~unrivaled~~our ~~security~~footprint ~~expertise and experience. We are committed to hiring the most knowledgeable professionals~~ in ~~order to expand and reinforce our team of experts, leveraging world~~public-~~class~~sector ~~talent~~IT ~~to improve and expand upon our already vast understanding of this environment~~modernization. ~~We pride 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. 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 cybersecurity services and technology providers. We leverage our highly skilled workforce to access, secure and advise our clients to improve their cyber security posture. Our ability to identify and implement customized solutions is core to driving continued growth.Business

~~Our~~We ~~Services~~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.

~~Consulting~~We are committed to surpassing expectations and ~~Advisory~~delivering ~~Services~~incomparable value to our clients and partners. We achieve this goal by providing network communications and information technology security services and solutions that are custom-tailored to your environment, as well as your level of need. We are built on a foundation of experts in network communications and information technology who possess unrivaled 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 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.

~~Our~~We ~~consulting~~deliver ~~services~~high-quality, ~~perform~~cybersecurity solutions to federal government civilian, defense and judicial agencies in addition to commercial clients across a ~~detailed~~variety ~~review~~ of industries. We, through our ~~customers’~~operating ITsubsidiaries ~~security~~and tostrategic ~~identify~~partnerships, have numerous prime and ~~address~~subcontracts ~~vulnerabilities~~with key government agencies. ~~Using~~Our ~~advanced~~growth ~~tools~~engine ~~and~~is ~~research~~driven ~~techniques,~~by weorganic ~~enhance our~~business ~~customers’~~solutions and strategic acquisitions of cybersecurity ~~program~~services toand ~~meet~~technology ~~regulatory~~providers. ~~compliance,~~We ~~data~~leverage ~~confidentiality~~our ~~and~~highly ~~privacy~~skilled ~~standards~~workforce to access, secure and ~~train~~advise our ~~customers’ personnel~~clients ~~accordingly~~to improve their cybersecurity posture. Our ability to identify and implement customized solutions is core to driving continued growth.

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.5

~~Our~~Table ~~consulting~~of 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.Contents

~~Managed~~Our IT Services

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

~~Managed~~Our ITconsulting services isperform a ~~services~~detailed ~~model~~review inof ~~which a~~our ~~managed~~customers' ~~service~~IT ~~provider~~security ~~(“MSP”) remotely manages the day-~~to~~-day~~ ITidentify ~~offerings~~and ~~for~~address ~~a client under a service level agreement (“SLA”)~~vulnerabilities. ~~This~~Using ~~includes~~advanced ~~remote~~tools ~~monitoring~~ and ~~management~~research ~~of servers~~techniques, ~~disaster~~we ~~recovery,~~enhance ~~infrastructure~~our ascustomers' acybersecurity ~~service~~program ~~(“IaaS”), platform~~to asmeet aregulatory ~~service (“PaaS”)~~compliance, ~~and~~data ~~software~~confidentiality asand aprivacy ~~service (“SaaS”). In short~~standards, ~~managed IT services provides businesses with IT support~~ and ~~maintenance~~train onour ancustomers' ~~ongoing~~personnel ~~basis~~accordingly.

ITOur advisory services ~~are~~supplement ~~typically~~our ~~provided~~consulting onservices with a ~~break~~cost-~~fix basis,~~effective ~~meaning~~alternative ~~that~~to ~~the~~a ~~client~~full-time ~~only~~chief ~~calls~~information ~~the~~officer. ~~provider~~Our ~~when~~customers ~~there~~gain isaccess ato ~~problem~~our ~~with~~pool ~~its~~of ITexperienced ~~infrastructure.~~chief ~~Managed~~information ~~IT services~~officers, onwho ~~the other hand,~~ are ~~provided~~backed onby anour ~~ongoing basis under an SLA~~resources. ~~This~~They ~~means~~deliver ~~that~~tailored ~~the~~advice ~~MSP~~and istraining ~~responsible for the day-~~to~~-day~~ ~~maintenance~~keep ofour ~~the client~~customers’s ITorganization ~~infrastructure~~ahead ~~and~~in ~~is always monitoring and managing~~ the ~~system~~ever-changing tocybersecurity ~~ensure it is running smoothly~~landscape.

~~For~~Our ~~example,~~consulting aand ~~company~~advisory ~~that provides cloud~~ services to ~~businesses~~include: ~~would~~(i) ~~offer~~security ~~managed~~control ~~platform~~assessments; ~~services,~~(ii) ~~remote~~security ~~monitoring~~architecture and ~~management~~engineering; of(iii) ~~servers~~risk management and ~~security~~compliance ~~services.~~audits; ~~The~~(iv) ~~MSP~~staff ~~would handle~~augmentation; ~~the~~(v) ~~day-to-day~~cybersecurity ~~maintenance~~awareness ~~of the client’s IT infrastructure~~ and ~~offers~~training; ~~disaster~~(vi) ~~recovery~~cloud ~~services~~security; in(vii) ~~the~~virtual ~~event~~CISO ofsupport; aand ~~data breach~~(viii) ordigital ~~other catastrophe~~modernization.

~~Our~~Managed ~~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.Services

5Our 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 ~~Security~~IT ~~Services~~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.

WeIT services are typically provided on a ~~professional~~break-fix ~~and~~basis, ~~trusted~~meaning ~~provider~~that ofthe ~~managed security~~client ~~services.~~only ~~Our~~calls ~~comprehensive~~the ~~security~~provider ~~management~~when ~~solution~~there is ~~designed~~a toproblem ~~help~~with ~~organizations~~its ~~protect~~IT ~~their~~infrastructure. ~~digital~~Managed ~~assets~~IT ~~against various~~services, ~~cyber~~on ~~threats.~~the ~~Our~~other ~~managed~~hand, ~~security~~are ~~services~~provided ~~include~~on ~~24/7~~an ~~monitoring,~~ongoing ~~threat~~basis ~~detection,~~under ~~incident~~an ~~response~~SLA. ~~and~~This ~~remediation.~~means ~~Our Security~~that ~~Operations~~the ~~Center~~MSP ~~(SOC)~~is asresponsible afor ~~service~~the ~~offers~~day-to-day ~~organizations~~maintenance ~~with~~of athe ~~team~~client’s ofIT ~~security~~infrastructure ~~professionals~~and ~~dedicated~~is toalways monitoring and managing ~~their~~the ~~security~~system ~~infrastructure~~to ensure it is running smoothly.

~~Managed~~For ~~security~~example, ~~services (“MSS”) are~~ a ~~crucial~~company ~~component~~that ofprovides acloud ~~robust~~services ~~security~~to ~~program.~~businesses ~~Managed~~would ~~security~~offer ~~service~~managed ~~providers~~platform ~~(“MSSPs”)~~services, ~~specialize~~remote inmonitoring ~~protecting~~and ~~businesses from~~management ~~cyber~~of ~~threats~~servers and ~~deliver~~security aservices. ~~range~~The ofMSP ~~security~~would ~~services~~handle ~~including,~~the ~~but~~day-to-day ~~not~~maintenance ~~limited~~of ~~to,~~the ~~intrusion~~client’s ~~detection,~~IT ~~vulnerability~~infrastructure ~~assessments~~ and ~~network~~offers ~~security~~disaster recovery services in the event of a data breach or other catastrophe.

~~MSSPs~~Our ~~offer~~managed ~~organizations~~IT ~~access~~services toinclude: a(i) ~~dedicated~~project ~~team of~~and ~~security~~license ~~professionals~~management; ~~who~~(ii) ~~use~~network ~~the~~infrastructure; ~~latest~~(iii) ~~security~~systems ~~architectures~~engineering and ~~technologies~~administration; to(iv) ~~monitor~~voice ~~their clients’ networks~~ and ~~systems, identify~~data ~~potential~~infrastructure ~~threats~~engineering and ~~respond~~management; ~~promptly~~(iv) toapplication ~~security~~development; ~~incidents.~~(v) ~~This~~IT ishelp ~~especially~~desk ~~important~~support; ~~for~~and ~~small~~(vi) tostaff ~~mid-sized businesses that may not have the in-house resources to maintain a robust security posture on their own~~augmentation.

~~MSS~~Managed ~~plays~~Security 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.Services

~~Managed~~We are a professional and trusted provider of managed security services. ~~can~~We ~~also~~have ~~help~~designed ~~organizations meet~~comprehensive ~~compliance~~security ~~requirements~~management ~~and~~solution ~~reduce~~to ~~the~~help ~~risk~~organizations ofprotect ~~data~~their ~~breaches,~~digital ~~which~~assets ~~can~~against bevarious ~~costly~~cyber inthreats. ~~terms~~Our ofmanaged ~~lost~~security ~~data~~services include 24/7 monitoring, ~~damaged~~threat ~~reputation~~detection, incident response and ~~regulatory~~ ~~penalties~~remediation. ~~Additionally,~~Our ~~MSSPs~~Security ~~can~~Operations ~~provide~~Center ~~SaaS~~("SOC") ~~solutions,~~as ~~allowing~~a ~~businesses~~service tooffers ~~access~~organizations ~~security~~with ~~tools~~a ~~and~~team ~~services~~of ~~on-demand without~~security ~~having~~professionals dedicated to ~~invest~~monitoring inand ~~expensive~~managing ~~hardware~~their ~~and~~security ~~software~~infrastructure.

~~Our~~Managed ~~managed~~ security services ~~include:~~ (i"MSS") ~~managed detection~~are ~~and~~a ~~response;~~crucial ~~(ii)~~component ~~external~~of ~~attack~~a ~~surface~~robust ~~management;~~security ~~(iii)~~program. ~~threat~~Managed ~~hunting~~security ~~and~~service ~~threat~~providers ~~intelligence;~~ (iv"MSSPs") ~~end~~specialize ~~point~~in ~~detection and~~protecting ~~response;~~businesses ~~(v)~~from ~~firewall~~cyber ~~management;~~threats ~~(vi) threat~~ and ~~vulnerability~~deliver ~~management;~~a ~~(vii)~~range ~~vulnerability~~of ~~and~~security ~~penetration~~services ~~testing;~~including, ~~(viii) 24/7/365~~but ~~security~~not ~~monitoring;~~limited ~~and~~to, ~~(ix)~~intrusion ~~digital~~detection, ~~forensic~~vulnerability assessments and ~~incident~~network ~~response~~security services.

~~Our~~MSSPs ~~Industries~~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.

~~Enterprise~~MSS ~~Business~~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.

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.6

AsTable ~~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.Contents

WeManaged ~~offer~~security anservices ~~evolutionary~~can ~~solution~~also ~~for~~help ~~this~~organizations ~~knowledge gap~~meet bycompliance ~~providing~~requirements ~~deeply knowledgeable experts~~ and ~~highly~~reduce ~~trained~~the ~~analysts~~risk ~~directly~~of todata ~~our customers’ organization as a service. Our contract analysts provide more than just their individual expertise to solve specific challenges~~breaches, ~~but~~which ~~also~~can ~~will~~be ~~leverage~~costly ~~Cycurion’s entire~~in ~~repository~~terms of ~~collective~~lost ~~knowledge~~data, ~~techniques~~damaged reputation, and ~~methodologies~~regulatory topenalties. ~~our customers’ organization~~Additionally, atMSSPs acan ~~cost~~provide ~~below~~SaaS ~~that~~solutions, ~~of hiring~~allowing anbusinesses ITto ~~department,~~access ~~while~~security ~~providing~~tools ~~highly~~and ~~efficient,~~services ~~multi~~on-~~disciplined~~demand ~~and~~without ~~deeply~~having ~~knowledgeable~~to ~~expert~~invest ~~solutions~~in toexpensive ~~our~~hardware ~~customers~~and software.

~~Government~~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.

~~Government~~Industries ~~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.~~ Serve

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.Government

~~Our~~Government ~~extensive~~entities ~~knowledge~~face ~~and~~a ~~real-world~~number ~~experience with~~of ~~government~~compliance ~~agencies~~and ~~allow~~certification uschallenges. toWith ~~understand~~constantly ~~the~~changing ~~operational~~legislation, ~~security~~meeting ~~and~~government ~~overall~~mandate ~~IT needs~~ and ~~challenges~~expectations ~~that~~in ~~such~~the ~~agencies~~IT ~~must overcome~~environment tois ~~achieve~~often ~~their~~a ~~mandate~~challenge. We leverage our historical knowledge and extensive experience inon ~~this~~the ~~space~~federal ~~allowing~~level usto continue to ~~provide~~fulfill ~~best-practice~~all ~~solutions~~of ~~throughout~~ IT needs across the ITgovernment ~~environment~~organization.

~~Small~~Bad actors attack government agencies by targeted cyber threats, personnel exploitation and ~~Medium~~creative ~~Businesses~~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.

WeOur ~~offer~~extensive ITknowledge ~~solutions for small~~ and ~~medium~~real-world ~~businesses through~~experience ~~different~~with ~~management~~government ~~plans~~agencies byallow ~~offering~~us ITto ~~services~~understand ~~and solutions with~~ the ~~same resources~~operational, ~~concentrations~~security and ~~knowledge-based analytical~~overall ~~methodology~~IT ~~that~~needs ~~are used for our enterprise~~ and ~~government~~challenges ~~clients.~~that Wesuch ~~provide~~agencies ~~roadmaps~~must toovercome ~~successful integration, streamlining the businesses’ operation for maximum effectiveness by developing comprehensive IT solutions~~ to ~~navigate~~achieve ~~the~~their ~~modern cyber environment~~mandate. We leverage our ~~expertise and~~ experience ~~from our work~~ in ~~the~~this ~~federal~~space ~~environment,~~allowing ~~custom~~us ~~tailoring these solutions~~ to ~~your~~provide ~~business, no~~best-practice ~~matter~~solutions throughout the ~~size,~~IT ~~while focusing on our customers’ business needs and budget~~environment.

6Small and Medium Businesses

~~Healthcare~~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.

WeHealthcare 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~~that ~~key~~healthcare ~~drivers~~organizations must manage a vast array of ~~the~~rapidly ~~healthcare~~evolving ~~market, and~~complexities. ~~continually~~Our ~~create~~company ~~focused,~~will ~~innovative~~lead ~~and~~healthcare ~~repeatable~~organizations ~~solutions.~~through Wethe ~~provide~~demands ~~technology~~of ~~services~~HIPAA to/ ~~improve~~HITECH ~~service~~security ~~delivery~~and ~~with a~~privacy ~~focus~~compliance onrequirements. ~~system~~We ~~integration,~~offer ~~process~~healthcare ~~reengineering,~~IT ~~cloud/web~~services /to ~~mobile~~augment ~~development,~~and ~~solutions~~refine ~~for~~an ~~coordinated~~organization ~~community~~through ~~care~~auditing and ~~case management~~assessment of the organization, staff, applications., Wecompliance, ~~have~~risk, ~~extensive~~vulnerability ~~experience~~and ~~providing~~infrastructure ~~management~~in ~~consulting~~order ~~from~~to ~~strategic~~improve ~~planning,~~the ITentity’s ~~assessment,~~ability ~~project management,~~to ~~application~~better ~~rationalization,~~serve ~~enterprise~~the ~~architecture,~~healthcare ~~organizational~~needs ~~change~~of ~~management~~the ~~and~~organization’s ~~training~~clients.

~~Higher~~We ~~Education~~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.

WeEnterprise ~~offer~~Business cybersecurity services and solutions for universities and high 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 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~~Enterprise ~~ARx~~level ~~Platform~~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 return on investment, and at times a cost-prohibitive scenario.

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 Protection; (iii) WAF and API Protection; (iv) Endpoint Protection; and (v) Bot Hunter Protection.7

●Table ~~Geo Gate Protection. This reverse proxy server makes geographic restrictions easy, thus reducing unwanted traffic. ● DDoS Protection. This distributed denial-~~of~~-service~~ (“DDOC”) 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 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. 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.Contents

~~Key~~As ~~Performance~~digitization ~~Indicators~~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.

	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

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.

~~Our~~Higher ~~Subsidiaries~~Education

~~Cycurion~~We ~~Sub~~offer cybersecurity services and solutions for universities and higher education and protect our customers' systems, ~~Inc~~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) SOC 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.

~~Our operating subsidiaries are wholly owned by~~ Cycurion ~~Sub.,~~ ~~Inc.,~~ARx 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.Platform

~~Axxum~~The ~~Technologies~~Cycurion ~~LLC~~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) DoS Protection (defined below); (iii) WAF (defined below) and API (defined below) Protection; (iv) Endpoint Protection; and (v) Bot Hunter Protection.

~~Organized~~•Geo inGate ~~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~~Protection. WeThis ~~acquired~~reverse ~~Axxum~~proxy inserver ~~November~~makes ~~2017.~~geographic ~~Following~~restrictions ~~our acquisition~~easy, wethus ~~continued~~reducing ~~Axxum’s~~unwanted ~~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~~traffic.

~~Axxum~~•DoS ~~has~~Protection. ~~the~~This ~~specialized skills and experience to provide a strategy and tactics to help organizations defend against cyber~~denial-~~attacks~~of-service ~~and~~("DoS") ~~implement~~protection amitigates ~~secure~~the ~~network~~threat ~~infrastructure.~~from ~~Our team~~malicious ~~has~~actors ~~extensive~~attempting ~~experience implementing cybersecurity solutions against internal and external threats~~ to flood the ~~health~~entry point of ~~our~~an ~~clients’ networks~~application. ~~Axxum’s information security focus produces several key benefits:~~

●•WAF ~~Agile~~and ~~Client~~API ~~Focus:~~Protection. ~~Axxum’s~~Web ~~projects~~Application ~~are~~Firewall ~~overseen~~("WAF") ~~directly~~protection byinspects ~~its~~requests ~~program~~in ~~managers,~~real-time ~~all of whom have information security backgrounds~~ and ~~are~~filters ~~fully~~out ~~authorized~~harmful totraffic, ~~promptly~~while ~~implement~~application ~~client~~programming ~~requirements~~interfaces ~~throughout~~("API") ~~the~~protection ~~performance~~is ~~life~~a ~~cycle.~~defense ●mechanism ~~Streamlined~~involving ~~and~~a ~~Process~~two-step ~~Focused:~~process ~~Axxum’s~~of ~~streamlined~~authenticating ~~infrastructure~~the ~~leverages~~data ~~ISO~~sender ~~quality standards integrated with emerging~~ and ~~established~~inspecting ~~technologies,~~the ~~allowing~~data it to ~~engineer~~ensure ~~innovative~~no ~~solutions~~malicious ~~without~~data ~~building~~injections inhave ~~excessive overhead~~occurred. ~~● Outstanding Personnel: Axxum has a reputation of employing cybersecurity experts.~~

7•Endpoint Protection. This countermeasure ensures that devices follow compliance and security policies, preventing intrusion from particular vectors.

~~Cloudburst~~•Bot ~~Security~~Hunter ~~LLC~~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.

Organized in the Commonwealth of Virginia on January 12, 2007, Cloudburst specializes in providing a full spectrum of high-quality, innovative cybersecurity services to both government and commercial organizations, such as banking and financial; education and schools; energy; critical infrastructure and supervisory control and data acquisition; healthcare; and manufacturing. Cloudburst’s mission is to help our clients — of all sizes and mission types — protect their integral data and information assets, so that they can focus on their core competencies.Competitors

WeThe ~~focus~~IT onand ~~providing~~cybersecurity ~~tailored~~ solutions ~~that~~market ~~leverage the~~is ~~industry’s~~fragmented, ~~best~~competitive ~~minds~~and always evolving. We compete with a range of established and ~~technologies~~emerging tocybersecurity ~~predict,~~software ~~protect,~~and ~~detect,~~services ~~respond~~vendors, ~~and~~as ~~sustain~~well ~~our~~as ~~clients~~organizations ~~from~~that ~~the~~choose ~~latest~~to ~~evolving cyber~~build ~~threats~~their own solutions in-house. WeWith ~~acquired~~new ~~Cloudburst~~technologies inand ~~April~~market ~~2019~~entrants, we expect the competitive environment to remain intense going forward.

~~Cycurion~~Our ~~Innovation,~~competitors ~~Inc.~~include:

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 Distributed Denial of Service (DDoS) campaigns and •vulnerability ~~probing.~~ ~~The~~management ~~costs of single-layer security can be measured in terms of money, time,~~ and ~~risk,~~assessment 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.vendors;

~~Our~~•diversified ~~Subcontractor~~security ~~Relationship~~software and services vendors;

~~SLG~~•endpoint ~~Innovation,~~security ~~Inc.~~vendors with vulnerability assessment capabilities;

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

~~The~~•providers ~~SLG team has worked nationally, as it has served over 25 Department~~ of ~~Health~~point ~~and~~solutions ~~Human~~that ~~Services~~compete ~~agencies,~~with ~~all~~some ~~50 state governments and over 250 local governments. Since SLG’s inception, it has primarily focused on customers in the middle~~ of the ~~country.~~features ~~The~~present team of professionals has successfully delivered Information Technology, Project Management, and Subject Matter Services to key health and human service projects, including, but not limited to, state Medicaid programs in ~~Illinois,~~our Indiana, Nebraska, and Tennessee, the Indiana Division of Aging, Illinois Early Intervention, University of Illinois Division of Specialized Care for Children, the Multiple Myeloma Research Foundation, and many moresolutions.

WeThe ~~established~~key acompetitive ~~subcontractor — prime contractor~~factors ~~relationship with SLG~~ in ~~fall~~our ~~2019,~~markets ~~where we serviced several government agencies and commercial customers, State of New Mexico, Cognizant, KPMG, and University of Illinois in support of SLG.~~include:

~~Our~~•ability ~~Acquisitions~~to prepare for, detect and mitigate cybersecurity threats;

~~SLG~~•ability ~~Acquisition~~to ~~Agreement~~respond to customer needs quickly;

On•ability April 25, 2023, Cycurion Sub executed a Term Sheet with SLG (the “SLG Term Sheet”), pursuant to which SLG Innovation Inc., an Illinois corporation formed in January 2010 (“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 aproducts ~~discussion of the SLG Management Agreement), the economic terms and management / control terms of which are intended~~ to befacilitate ~~the~~customer 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 Annual Report, 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.needs;

As•total ~~amended~~cost ~~by the parties, initially effective as of November 29, 2023,~~ and ~~subsequently effective as~~ ease-of-use ~~April 29, 2024, August 16, 2024, and December 31, 2024, the SLG Term Sheet expires on the soonest~~ of ~~(i)~~our 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.products;

As•brand ofawareness ~~March 31, 2025,~~ and inreputation; connection with the economic outcome contemplated by the SLG Term Sheet, 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 and may potentially minimize certain of the risks referenced in the section entitled “Risk Factors – Risks Related to the SLG Assignment Agreement”. Accordingly, one or more of the parties to the SLG Term Sheet may postpone the execution or delivery of the SLG Acquisition Agreement and the consummation of certain of the transactions specifically contemplated thereby (as also set forth in the SLG Term Sheet), contingent, in part, on the potential agreements of the equity owners of SLG. Nevertheless, we currently believe that the current draft of the SLG Acquisition Agreement may be executed and delivered by the parties thereto in the first half of our current fiscal year.8

8Table of Contents

~~The~~•ability ~~foregoing brief summary description of certain terms and provisions of (i) the SLG Term Sheet does not purport~~ to beattract ~~complete~~ and isretain ~~qualified in its entirety by reference to the full text of the SLG Term Sheet, a copy of which is attached to this Annual Report as Exhibit 10~~employees.12, (ii) the SLG Term Sheet Amendments, a copy of each of which is attached to this Annual Report 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 attached to this Annual Report 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~~We ~~Acquisition~~believe ~~Agreement~~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.

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 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. Nevertheless, as a result of our entry into the SLG Management Agreement with SLG, we still currently intend to consummate the transactions contemplated by the RCR Term Sheet in the first half of our current fiscal year. The RCR Term Sheet provides that, if, when, and as the transactions contemplated thereby are consummated, RCR will be issued shares of our common stock.Customers

~~Further,~~We ashave ~~amended~~customers byin ~~the~~a ~~parties,~~variety ~~initially~~of ~~effective as~~industries, ofincluding ~~November~~enterprise 29businesses, ~~2023,~~small and ~~subsequently~~medium ~~effective as of April 29~~businesses, ~~2024,~~government ~~August 16~~agencies, ~~2024,~~healthcare and ~~December~~higher ~~31,~~education. ~~2024,~~During the ~~RCR~~years ~~Term~~ended ~~Sheet expires~~December ~~on the soonest of (i) closing of the transactions contemplated thereby~~31, ~~(ii) April 11,~~ 2025, ~~if the transactions contemplated thereby have not closed by then, (iii) Cycurion’s termination thereof,~~ and ~~(iv) the mutual termination by all of the parties thereto. Notwithstanding anything to the contrary contained therein~~2024, ~~Cycurion~~purchases ~~may~~from ~~terminate~~our ~~its~~four ~~obligations~~largest ~~under~~end-customers ~~the~~accounted ~~RCR Term Sheet and the transactions contemplated hereby~~ for ~~any~~approximately ~~reason~~64.5% ~~or for no reason without any further obligations~~ and ~~without any liability at any time through and including April 11, 2025~~63.8% As of ~~the~~our ~~date~~total ~~of this Annual Report~~revenue, ~~we do not currently expect to terminate the transactions contemplated by the RCR Term Sheet, as amended, and currently expect to close the transactions in the first half of our current fiscal year~~respectively.

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 attached to this Annual Report as Exhibit 10.13 and the full text of the RCR Term Sheet Amendments, a copy of each of which are attached to this Annual Report as Exhibit 10.13a, 10.13b and 10.13c. Readers are encouraged to read those Exhibits in full for a more comprehensive understanding of the transaction contemplated by the RCR Term Sheet.Backlog

~~Acquisition~~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 ~~Technology~~backlog to change from period to period due to the timing of billings for our solutions and professional services. As of December 31, 2025 and 2024, we had committed backlog of approximately $80.0 million and $16.0 million, respectively.

OnGovernment August 17, 2021, we entered into an asset purchase agreement to acquire certain technology assets of Sabres, a leading Israeli-based cyber security provider. As part of the asset purchase agreement, we acquired Multi-Dimensional Protection, Web Application Firewall and Bot Mitigation SaaS platforms, and their associated intellectual property. The transaction closed on September 30, 2021, and we have integrated the SaaS platforms into our existing services offerings.Regulation

Our ~~Cycurion~~business ~~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~~operations ~~implements~~are ~~the~~subject ~~external protection of a Web Application Firewall (WAF) and the internal protection of Bot Mitigation. Bot Mitigation is the reduction of risk~~ to ~~applications,~~extensive ~~Application~~federal ~~Program Interfaces (APIs),~~ and ~~backend~~state ~~services~~governmental ~~from~~regulation ~~malicious bot traffic that fuels common automated attacks, such as Distributed Denial of Service (DDoS) campaigns~~ and ~~vulnerability probing~~supervision. The ~~costs of~~following ~~single-layer~~is ~~security can be measured in terms of money, time, and risk, as well as the damage wrought by~~ a ~~data~~brief ~~breach,~~summary ~~which millions~~ of ~~businesses~~certain ~~experience~~statutes ~~each year. Through this interaction of the WAF~~ and ~~Bot~~rules ~~Mitigation, the MDP is able to reinforce these layers of security~~ and ~~generate~~regulations ~~new~~that ~~security~~affect ~~layers~~or inmay ~~real~~affect ~~time in response to emerging threats~~us. This ~~process~~summary is ~~directed by our Cycurion Security Platform’s (formerly Sabres’) proprietary, cloud-based AI algorithm. We do~~ not ~~have~~intended ~~AI processing in the production version of the software. That version is in the testing and evaluation phase. We expect~~ to ~~move~~be ~~the~~an ~~production~~exhaustive indescription ~~quarter three~~ of ~~2024. Through a crowdsourcing process,~~ the ~~cloud-based~~statutes ~~MDP~~or ~~learns~~regulations ~~from~~applicable ~~every threat~~ to ~~any~~our ~~protected application and uses that newly acquired knowledge to protect all MDP clients better~~business.

~~Our~~In ~~Cycurion~~the ~~Security~~ordinary ~~Platform’s~~course ~~(formerly Sabres’)~~of ~~line~~our ofbusiness, ~~products~~we ~~provides~~process ~~solutions~~personal ~~for~~information. ~~substantially~~Accordingly, ~~all~~we ~~web~~are, ~~application~~or ~~security~~may ~~needs.~~become, ~~These~~subject ~~products~~to ~~provide~~numerous ~~solutions~~data privacy and security obligations, ~~whether~~ aincluding ~~client~~federal, isstate, inlocal, ~~need~~and offoreign alaws, ~~web~~regulations, ~~application~~guidance, ~~firewall~~and toindustry ~~comply~~standards ~~with~~related ~~regulations~~to data privacy and ~~ensure~~security. itSuch ~~has~~obligations amay ~~first~~include, ~~line~~without oflimitation, ~~defense~~the ~~against~~ Federal Trade Commission Act, the ~~hazards~~California ~~that~~Consumer Privacy Act of 2018 as amended by the ~~internet~~California ~~can~~Privacy ~~present~~Rights Act of 2020, or, iscollectively, inthe ~~need~~CCPA, ofthe ~~enterprise-level~~Colorado ~~products~~Privacy ~~that~~Act, ~~empower~~Virginia's ~~Security~~Consumer ~~Operations~~Data ~~Center~~Protection ~~(SOC)~~Act, ~~teams~~ the Connecticut Privacy Act, the Utah Consumer Privacy Act and ~~security~~similar ~~management~~U.S. ~~Our~~state ~~Cycurion~~comprehensive ~~Security~~privacy ~~Platform’s~~laws, ~~constantly~~the ~~survey~~European ~~a client~~Union’s ~~data~~General toData ~~detect~~Protection ~~security~~Regulation ~~issues~~2016/679, ~~in need~~or ofEU ~~attention~~GDPR, ~~send~~the ~~automatic~~EU ~~updates,~~GDPR ~~and~~as ~~provide~~it forms part of the ~~client~~United ~~with~~Kingdom alaw ~~complete~~by ~~database~~virtue of ~~rules~~section 3 of the European Union (Withdrawal) Act of 2018, or UK GDPR, and ~~threats~~the ePrivacy Directive.

●Human Multi-Dimensional Protection (MDP) ● On-premises option ● Dual-Layered Defense (WAF/Bot Mitigation) ● Advanced Security Information and Event Management (SIEM) dashboard ● AI-enabled ● Ongoing reporting and alerts ● No delays for the end-user ● Can connect to any existing WAF ● Easy installation on all platforms ● Exceptional penetration testing results ● No downtime for updating ● No hardware required ● Cloud-based ● Biometric WAFCapital

9As of December 31, 2025, we have 74 employees, of which 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.

WeOur ~~have~~key ~~integrated~~human ~~the~~capital ~~technology~~objectives ~~assets~~are ~~that~~to ~~we acquired~~attract, ~~from~~retain, ~~Sabres~~engage, ~~(which~~reward ~~now~~and ~~constitutes~~develop our ~~Cycurion~~highly ~~Security~~talented ~~Platform)~~existing ~~into~~and ~~our~~future ~~Managed~~employees, ~~Security~~while ~~Services~~cultivating ~~Practice.~~an Weinclusive ~~believe~~workforce ~~that the platform will enhance our service offerings~~ and ~~assist~~culture ~~with~~to ~~the~~achieve ~~expansion~~exceptional ~~of our commercial~~ business results. ~~The~~We ~~Sabres~~are ~~platform~~committed ~~will~~to ~~be managed~~fostering bya ~~our~~community ~~dedicated~~of ~~support~~talented ~~team,~~individuals ~~and~~from ~~will~~all ~~provide~~backgrounds ~~real time reporting, response to security incidents,~~ and ~~will~~perspectives ~~manage~~by ~~all~~implementing ~~data privacy~~the ~~needs from a single SIEM SaaS platform dashboard~~following.

~~Our~~Research ~~Growth~~and ~~Strategy~~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 ~~objectives~~on-going ~~are~~ability to ~~expand~~adapt ~~our~~to ~~market~~these ~~leadership~~ changes and ~~management~~to develop new and toenhanced ~~capture~~products ~~large~~that meet or anticipate market ~~opportunities~~demand inis ~~cloud,~~the AImain ~~and~~factor ~~IT.~~influencing Weour ~~intend~~competitive toposition ~~accomplish~~and ~~these~~our ~~objectives~~ability ~~by:~~to grow.

~~● Continuing to acquire to platforms.~~ We ~~believe there is substantial opportunity to increase our platforms and have experienced growth due to expanded product capabilities and investments. We intend to~~ continue to ~~pursue~~invest ~~new~~substantial ~~customers~~resources ~~by adding capacity and leveraging our partnerships~~ in ~~the~~research ~~domestic~~ and ~~international~~development ~~markets. ● Expanding platform coverage with our customers. We believe there is opportunity~~ to ~~develop~~enhance ~~and expand~~ our ~~relationships with existing customers by targeting additional platforms and geographies, pursuing~~ platform ~~expansions~~offerings ~~and expanding our coverage. ● Investing in new technology platforms. We plan to continue to develop and broaden our exposure and security solutions, including expanding our coverage,~~ by ~~entering~~developing ~~into~~ new ~~contracts focused on program management~~features, ~~cybersecurity~~functionality, ~~disaster recovery~~ and ~~business continuity~~applications. ~~For more information, please see “Item 1. Business –~~ Our ~~Acquisitions.”~~engineering ●expertise ~~Exploring~~combines ~~acquisition~~extensive ~~opportunities.~~security Weproduct ~~intend~~development toexperience ~~acquire~~with ~~other~~individuals ~~businesses,~~who ~~technology,~~possess AIdeep ~~platforms~~cloud and~~/or~~ ~~development~~user ~~personnel~~interface todesign ~~enhance the functionality of our platforms~~backgrounds. ~~For more information, please see “Item 1. Business – Our Acquisitions.”~~

~~Competitors~~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.

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.9

~~Our~~Table ~~competitors~~of ~~include:~~Contents

●2025 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.Developments

~~The~~On ~~key~~April ~~competitive~~8, ~~factors~~2025, inCycurion ~~our~~announced ~~markets~~an ~~include:~~expanded partnership with Journal Technologies. Together, the companies have been awarded a $22 million multi-year contract to deliver a criminal justice case management system to a state police agency.

●On ~~ability~~April to9, ~~prepare for~~2025, ~~detect~~Cycurion ~~and~~increased ~~mitigate~~the ~~cybersecurity~~size ~~threats;~~of ●its ~~ability~~board toof ~~respond~~directors tothrough ~~customer~~the ~~needs~~appointment ~~quickly; ● ability for products to facilitate customer needs; ● total cost and ease-~~of~~-use~~ ofIrving ~~our products; ● brand awareness and reputation; and ● ability to attract and retain employees~~Minnaker.

WeOn ~~believe~~April ~~that the principal competitive factors affecting the market for cybersecurity solutions include product functionality~~29, ~~depth of platform offerings~~2025, ~~flexibility~~Cycurion ~~of delivery~~issued ~~models,~~a ~~ease~~press ofrelease ~~deployment~~announcing ~~and~~that ~~use,~~the ~~integration~~Company ~~capabilities~~has ~~such~~been asawarded ~~open~~a ~~APIs~~$6 ~~and~~million ~~scalability,~~contract ~~uptime~~by ~~and~~a ~~performance.~~major ~~Some of~~municipal 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 doagency.

~~Customers~~From April 1 to May 30, 2025, otherwise unaffiliated persons converted 2,999.3 shares of the Company's Series B Preferred Stock into 200,000 shares of the Company’s common stock and 5,000 shares of the Company’s Series D Preferred Stock into 5,000 shares of the Company's common stock.

WeOn ~~have~~July ~~over 41 customers across a variety of industries~~2, ~~including~~ ~~enterprise businesses~~2025,the ~~small~~Company ~~and~~issued ~~medium~~a ~~businesses,~~press ~~government~~release ~~agencies,~~announcing ~~healthcare~~that ~~and higher education. Our customers include, but are not limited to, AT&T, Smithsonian Museum, FEMA and Peraton. During~~ the ~~years~~Company ~~ended~~had ~~December~~partnered ~~31,~~with ~~2024 and 2023~~AgileBlue, ~~purchases from~~an ~~our ten largest end~~AI-~~customers~~powered ~~accounted~~security ~~for~~operations ~~approximately~~platform ~~93% and 88% of our total revenue, respectively~~provider.

~~Backlog~~On July 10, 2025,the Company issued a press release announcing its diamond level partnership with the National Association of County and City Officials ("NACCHO").

WeOn ~~define~~July ~~backlog~~23, ~~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~~ 2025,the ~~amount~~Company ofissued ~~backlog~~a topress ~~change~~release ~~from~~announcing ~~period~~its toattendance ~~period~~at ~~due to~~ the ~~timing~~NACCHO ofAnnual ~~billings~~Conference ~~for~~as ~~our~~a ~~solutions~~Diamond ~~and~~Affiliate ~~professional services. At December 31~~Partner, ~~2024~~showcasing ~~and~~its ~~2023,~~Cyber weShield ~~had committed backlog of $16 million and $15 million, respectively~~solution. ~~We expect the majority of the backlog at December 31, 2024 to be invoiced within the following 12 months.~~

10On August 7, 2025,the Company issued a press release announcing that it had entered into a memorandum of understanding with iQSTEL Inc. ("iQSTEL") for a stock-for-stock exchange. On September 2, 2025,the Company entered into a stock-for-stock exchange agreement (the "Stock-for-Stock Exchange Agreement") with iQSTEL. Under the terms of the agreement, Cycurion and iQSTEL will issue $1,000,000 worth of its common stock to the other company, with the number of shares being calculated by dividing $1,000,000 by the applicable per-share price of the issuing company's common stock. On September 26, 2025,the Company entered into an amendment to the Stock-for-Stock Exchange Agreement with iQSTEL to, among other things, (i) allow each party, at its sole discretion, to satisfy the $500,000 dividend obligation to its shareholders by distributing either (a) up to 50% of the shares received from the other party (i.e., up to 75,529 shares of iQSTEL common stock for Cycurion, based on 151,058 shares issued to Cycurion, and up to 1,933,488 shares of Cycurion Common Stock for iQSTEL, based on 3,866,976 shares issued to iQSTEL), or (b) an equivalent value of its own authorized common stock, calculated using the valuation methodology set forth in the Stock-for-Stock Exchange Agreement; and (ii) extend the timeline for the issuance and delivery of shares from 30 business days to 60 business days following the effective date of the Stock-for-Stock Exchange Agreement (September 2, 2025) and establish a firm deadline of December 15, 2025 to complete all necessary regulatory filings (e.g., SEC filings, FINRA submissions, and Nasdaq notifications) to facilitate the dividend distribution by December 31, 2025. On November 25, 2025, the Company and iQSTEL 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. The dividend is payable on or about December 30, 2025. 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.

~~Government~~On ~~Regulation~~August 20, 2025,the Company issued a press release providing additional information regarding its then current $69 million backlog.

~~Our~~On ~~business~~August ~~and~~28, ~~operations~~2025,the ~~are~~Company's ~~subject~~board toof ~~extensive federal~~directors amended and ~~state~~restated ~~governmental~~the ~~regulation~~Amended and ~~supervision.~~Restated ~~The~~Bylaws, ~~following~~effective isimmediately, ato ~~brief~~conform ~~summary~~them ofto ~~certain~~the ~~statutes~~provisions ~~and~~in ~~rules~~the ~~and~~Second ~~regulations that~~Amended ~~affect~~and orRestated ~~may~~Certificate ~~affect~~of ~~us.~~Incorporation ~~This~~and ~~summary~~certain isprovisions ~~not~~of ~~intended~~the toDelaware beGeneral anCorporation ~~exhaustive~~Law ~~description~~with ofrespect to the ~~statutes~~election orof ~~regulations applicable to our business~~directors.

InOn ~~the~~September ~~ordinary course of our business~~10, ~~we process personal information. Accordingly~~2025,the weCompany ~~are,~~issued ora ~~may~~press ~~become,~~release ~~subject~~announcing toan ~~numerous~~additional ~~data~~$4.6 ~~privacy~~million ~~and~~in ~~security~~new ~~obligations,~~contracts ~~including federal, state, local, and foreign laws, regulations, guidance, and industry standards related~~ to ~~data~~be ~~privacy~~earned ~~and~~over ~~security.~~the ~~Such~~next ~~obligations may include~~year, ~~without~~building ~~limitation,~~on the ~~Federal~~previously ~~Trade~~announced ~~Commission~~$69 ~~Act,~~million ~~the~~in ~~California~~contracts ~~Consumer~~for ~~Privacy~~a ~~Act~~then ofcurrent ~~2018~~total ~~as amended by the California Privacy Rights Act~~ of ~~2020,~~$73.6 ~~or,~~million ~~collectively,~~in ~~the~~AI-powered ~~CCPA,~~growth ~~the~~across ~~Colorado~~multiple ~~Privacy Act, Virginia’s Consumer Data Protection Act, the Connecticut Privacy Act, the Utah Consumer Privacy Act and similar U~~sectors.S.The ~~state~~Company ~~comprehensive~~announced ~~privacy~~several ~~laws,~~key ~~the~~initiatives ~~European~~beginning ~~Union’s General~~in ~~Data~~September ~~Protection~~2025 ~~Regulation~~driving ~~2016/679, or EU GDPR,~~ the EUexpanded ~~GDPR~~growth asincluding itdelivering ~~forms~~AI-powered ~~part~~IT ofand ~~the~~cybersecurity ~~United~~assessment ~~Kingdom~~services ~~law~~for bya ~~virtue~~major ofcounty ~~section 3 of the European Union (Withdrawal) Act of 2018, or UK GDPR, and the ePrivacy Directive~~government.

~~Human Capital~~10

AsTable of the date of this Annual Report, we have 46 full-time employees and 0 part-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.Contents

~~Our~~On ~~key~~September ~~human~~25, ~~capital~~2025,the ~~objectives~~Company's ~~are~~board of directors waived the Series A Convertible Preferred Stock lock-up restrictions. The holders of the Company's Series A Convertible Preferred Stock (and the underlying securities for which the holders have conversion rights) were previously subject to ~~attract~~a one-year lock-up of their securities that commenced on the closing of the Business Combination with Western on February 14, ~~retain~~ 2025, ~~engage~~subject to release from the lock-up after six months from the closing if, ~~reward~~thereafter, ~~and~~the ~~develop~~daily ~~our~~trading ~~highly~~value ~~talented~~of ~~existing~~shares ~~and~~of ~~future~~the ~~employees~~Company's common stock is greater than $150,000 ~~while~~for ~~cultivating~~30 anconsecutive ~~inclusive~~trading ~~workforce~~days and ~~culture to~~the ~~achieve~~30-day ~~exceptional~~VWAP ~~business~~for ~~results~~shares of the Company's common stock is greater than $5.00. WeAs ~~are~~the ~~committed~~Company's common stock does not meet the conditions set forth above to ~~fostering~~release athe ~~community~~holders of ~~talented~~the ~~individuals~~Series A Convertible Preferred Stock from ~~all~~the ~~backgrounds~~lock-up ~~and~~restrictions ~~perspectives by~~after ~~implementing~~six months from the ~~following~~closing of the Business Combination,the Company's board of 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,the Company could save approximately $120,000 in costs on its income statement, which is part of its strategic recapitalization to strengthen its balance sheet and support growth initiatives.

●On ~~Compensation~~October 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 salaries29, ~~these programs~~2025, 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~~Company ~~success~~announced ofits ~~our~~selection ~~business.~~as Toan ~~this~~approved ~~end,~~vendor weunder 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~~Florida ~~needed~~State toTerm ~~remain~~Contract afor ~~market-leading~~Information ~~global~~Technology ~~supplier~~Staff ofAugmentation ~~broadband infrastructure~~Services. 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~~On October 30, 2025,the Company announced a comprehensive three-part webinar series with NACCHO designed to empower healthcare organizations with critical threat intelligence and ~~Development~~defensive strategies.

~~Rapidly~~On ~~changing~~November ~~technologies~~5, ~~evolving industry standards~~2025, ~~changing~~the ~~customer~~Company ~~requirements,~~announced ~~supply~~that ~~constraints~~the ~~and~~Company's ~~continuing~~wholly-consolidated ~~developments~~VIE, inSLG ~~communications~~Innovation, ~~service~~Inc., ~~offerings~~had ~~characterize the~~been ~~markets~~awarded ~~for~~a ~~our products~~$1.1 ~~Our~~million ~~on-going~~contract ~~ability~~ to ~~adapt~~modernize tolegacy ~~these~~data ~~changes~~systems ~~and~~for toone ~~develop~~of ~~new~~America’s ~~and~~largest ~~enhanced~~county-level ~~products~~public ~~that~~guardian ~~meet or anticipate market demand is the main factor influencing our competitive position and our ability to grow~~offices.

WeOn ~~continue~~November to10, ~~invest~~2025, ~~substantial~~the ~~resources~~Company inannounced ~~research and~~that ~~development~~it tohad ~~enhance~~been ~~our~~awarded ~~platform~~a ~~offerings~~contract by ~~developing~~a ~~new~~telecommunication ~~features,~~company ~~functionality,~~to ~~and~~deliver ~~applications.~~network ~~Our~~deployment ~~engineering~~services ~~expertise combines~~supporting ~~extensive~~a ~~security~~critical ~~product~~modernization ~~development~~initiative ~~experience~~for ~~with~~one ~~individuals~~of ~~who~~the ~~possess~~federal ~~deep~~government’s ~~cloud and user interface design backgrounds~~agencies.

~~Our~~ ~~team~~On isNovember ~~staffed~~14, ~~by cybersecurity~~2025, ~~cloud~~the ~~and~~Company's ~~data science~~board ~~experts~~of ~~who~~directors ~~deliver~~amended ~~exposure management intelligence, data science insights, alerts~~ and ~~security~~restated ~~advisories.~~the ~~Our~~Company’s ~~team~~Insider ~~has~~Trading ~~developed research~~Policy ~~tools~~(the to"Amended ~~help~~and ~~improve~~Restated ~~efficiency~~Insider ~~and~~Trading ~~effectiveness~~Policy"), ineffective ~~processes~~immediately, ~~such~~to asclarify ~~reverse~~language ~~engineering,~~around ~~code~~the ~~debugging,~~Company’s ~~web~~trading ~~app~~windows ~~security~~ and ~~visibility~~blackout ~~into cloud-based tools~~periods.

~~Intellectual~~Recent ~~Property~~Developments

~~Not applicable~~On January 22, 2026, the Company announced that it had entered into a Memorandum of Understanding to acquire the video-solutions division of Kustom Entertainment, Inc., a pioneer in mobile video surveillance technologies, including body-worn cameras, in-car video systems, and digital evidence management solutions for law enforcement, public safety, and commercial sectors.

~~Recent Developments~~On February 3, 2026, the Company announced that Litchfield Hills Research had initiated coverage on Cycurion.

On ~~January~~ 15February 11, ~~2025~~2026, ~~Cycurion~~the ~~issued~~Company announced a ~~$50,000~~strategic ~~promissory~~business ~~note~~reorganization tothat anwill ~~unaffiliated~~streamline ~~investor~~operations, ~~for~~enhance ~~$50~~organizational agility,~~000~~ inand ~~proceeds~~position the Company for long-term growth.

On March 19, 2026, the Company held a special meeting of stockholders (the "Special Meeting") to vote on the proposals identified in the proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") and mailed to stockholders on February 2, 2026. As of the record date on January 21, ~~2025~~2026, ~~Cycurion~~there ~~issued~~were a total of 5,148,411 shares of Voting Stock (as defined below) issued and outstanding, consisting of 4,188,187 shares of common stock, par value $750.0001 per share (the "common stock"),~~000~~ ~~promissory~~and ~~note~~960,224 toshares anof ~~unaffiliated~~preferred ~~investor~~stock, ~~for~~par value $750.0001 per share,~~000~~ having voting rights on as as-if-converted-to- common stock basis (the "Preferred Voting Stock", and together with the common stock, the "Voting Stock"), each of which is entitled to one vote. A total of 2,611,518 shares of the Company's Voting Stock were represented at the Special Meeting either in ~~proceeds~~person or by proxy. At the Special Meeting, the Company's stockholders voted on the following matters and approved the proposal to approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 3,314,920 shares of common stock upon the exercise of certain common stock purchase warrants issued in connection with our private placement that closed on December 5, 2025, that may be equal to or exceed 20% of our outstanding shares of common stock immediately prior to such offering.

On ~~January~~ 25March 17, ~~2025~~2026, ~~Cycurion~~the Company issued a ~~$50,000~~press ~~promissory~~release ~~note~~in response to an ~~unaffiliated~~unauthorized ~~investor~~press ~~for $50,000 in proceeds~~release.

On ~~January~~ 31March 25, ~~2025~~2026, ~~Cycurion~~the ~~issued~~Company aannounced ~~$125,000~~two ~~promissory~~new ~~note~~contract awards which are expected to agenerate ~~related~~approximately ~~party~~$1.35 ~~for~~million ~~125~~in combined revenue in 2026,~~000~~ including $1.165 million in ~~proceeds~~new annual recurring revenue. The awards include a multi-year engagement with a large healthcare government agency and an expanded relationship with the National Association of County and City Health Officials.

On January 24, 2025, Western Acquisition Ventures Corp., a Delaware Corporation (“Western”), held the Special Meeting, at which the Western stockholders considered and adopted, among other matters, a proposal to approve a business combination (“Business Combination”) pursuant to the terms of that certain Agreement and Plan of Merger, dated April 26, 2024, as amended on December 31, 2024 and February 13, 2025 (the “Merger Agreement”), by and among Western, WAV Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Western (“Merger Sub”), and Cycurion Sub, Inc., a Delaware corporation (“Cycurion Sub”).11

OnTable February 14, 2025, the Business Combination closed, and, as contemplated by the Merger Agreement, Merger Sub merged with and into Cycurion Sub with Cycurion Sub surviving the merger as a wholly-owned subsidiary of ~~Western. In addition, in connection with the consummation of the Business Combination, Western Acquisition Ventures Corp. was renamed “Cycurion, Inc.”~~ Contents

OnCorporate February 18, 2025, Cycurion’s common stock began trading on The Nasdaq Global Market and warrants began trading on The Nasdaq Capital Market under the symbols “CYCU” and “CYCUW”, respectively. Information

OnOur ~~February~~principal 19executive office is located at 1640 Boro Place, ~~2025~~Suite 420C, ~~Cycurion~~McLean, ~~announced~~Virginia 22102. Our telephone number is (703) 854-1652 and our website address is www.cycurion.com. Axxum's website address is www.axxumtech.com. Cloudburst's website address is www.cloudburstsecurity.com. The SEC maintains an ~~agreement with~~internet ~~iQSTEL~~site that contains reports, aproxy ~~multinational~~and ~~innovator~~information statements and other information that we file electronically with the SEC at www.sec.gov. The information contained on the websites referenced in ~~telecommunications,~~this ~~FinTech,~~Annual ~~electric~~Report ~~vehicles~~is ~~and~~not ~~AI-driven~~incorporated ~~solutions~~by reference into this filing.

11Item 1A. Risk Factors

OnYou ~~February~~should ~~24,~~carefully ~~2025~~consider the risks and uncertainties described below, ~~Cycurion~~together ~~announced~~with anall ~~expansion~~ of ~~its~~the ~~partnership~~other information included in this Annual Report on Form 10-K and other documents we file with athe ~~major~~SEC. ~~health~~The ~~association~~risks and uncertainties described below are those that we have identified as material to our business, ~~bringing~~but ~~its~~they ~~MSSP~~are not the only risks and uncertainties facing us. Additional risks and uncertainties not currently known to ~~several~~us ~~thousand~~or ~~member~~that ~~organizations~~we ~~across~~currently believe are immaterial also may adversely affect our business, financial condition, results of operations and prospects. If any of the ~~country~~following risks actually occur, our business, financial condition, results of operations and prospects could be materially and adversely affected, in which case the trading price of our common stock could decline and you could lose all or part of your investment.

OnRisks ~~March~~Related 3,to ~~2025,~~Our ~~Cycurion~~Business ~~announced~~and ~~the availability of its ARx Platform targeted for the corporate sector.~~Operations

OnWe ~~March~~derive 5,a ~~2025,~~substantial ~~Cycurion~~portion ~~announced~~of ~~the~~our ~~award~~revenue ~~of three~~from ~~new~~a ~~multi-year~~limited ~~contracts~~number ~~focused~~of oncontracts ~~program~~and ~~management~~clients, ~~cybersecurity~~ and ~~disaster~~the ~~and~~loss ~~business~~of ~~continuity.~~any ~~These~~significant ~~engagements~~contract ~~are secured~~or ~~with~~client ~~two~~relationship ~~government~~could ~~clients~~materially ~~and~~reduce ~~one~~our ~~commercial~~revenue ~~client~~and profitability.

OnA ~~March~~significant 6portion of our revenue is concentrated among a small number of contracts and clients, ~~2025~~primarily state and local government agencies including higher education institutions, ~~Cycurion~~law ~~announced~~enforcement aagencies, ~~nationwide expansion~~and municipal transportation authorities. If any significant client were to terminate, reduce the scope of, ~~its~~or ~~strategic~~fail ~~partnership~~to renew their contracts with ~~CentralSquare~~us, ~~Technologies~~or if we were unable to replace expiring contracts with new engagements of comparable scope and value, ~~LLC~~our revenue could decline significantly. The conclusion of certain key government contracts contributed to ~~deliver~~a ~~its~~decline ITin ~~services~~revenue ~~across~~during ~~the~~fiscal ~~country~~year 2025. Our reliance on a concentrated client base means that adverse developments affecting even a single major client—such as a change in that client's leadership, budget priorities, procurement policies, or political environment—could have a disproportionate impact on our financial results.

OnOur ~~April~~contracts 7,with ~~2025,~~state ~~Cycurion~~and ~~entered~~local ~~into~~government anagencies ~~equity purchase~~are ~~agreement~~subject ~~with~~to ~~Yield~~funding ~~Point~~risks, NYincluding ~~LLC~~dependence ~~whereby~~on ~~the~~federal ~~Company~~funding ~~has~~that ~~the~~flows ~~right,~~through ~~but~~those ~~not the obligation~~agencies, towhich ~~direct~~creates ~~the~~uncertainty ~~investor~~in toour ~~purchase up to $60,000,000~~revenue.

OnWhile ~~April~~the 8,majority ~~2025~~of our contracts are with state and local government entities, ~~Cycurion~~many ~~announced~~of anthese ~~expanded partnership~~clients fund their IT and cybersecurity programs in whole or in part with ~~Journal~~grants, ~~Technologies~~appropriations, or pass-through funding from the federal government. ~~Together~~Federal funding for state and local cybersecurity and IT modernization programs is subject to annual congressional appropriations, ~~the~~continuing ~~companies~~resolutions, ~~have~~government ~~been~~shutdowns, ~~awarded~~executive aorders, ~~$22~~and ~~million~~shifting ~~multi~~policy priorities. Reductions or delays in federal funding—whether resulting from budget cuts, sequestration, the activities of cost-~~year~~reduction initiatives such as the Department of Government Efficiency ("DOGE"), or changes in the political environment—can cause our state and local government clients to delay procurements, reduce contract scope, or cancel projects entirely. We have experienced, and may continue to ~~deliver~~experience, adelays ~~criminal justice~~in ~~case~~contract ~~management~~awards ~~system~~and revenue recognition attributable to adisruptions ~~state~~in ~~police~~federal ~~agency~~funding flows.

OnAdditionally, ~~April~~state 9and local governments face their own budgetary pressures, ~~2025~~including rising pension obligations, ~~Cycurion~~infrastructure ~~increased~~costs, and competing spending priorities. Many operate under balanced-budget requirements and may lack the ~~size~~flexibility ~~of its~~to ~~board~~sustain IT and cybersecurity spending during periods of ~~directors~~fiscal ~~through~~stress. Budget compromises that may be needed for future fiscal years may continue to be extraordinarily difficult given the ~~appointment~~complicated ofgrassroots ~~Irving~~political ~~Minnaker~~environment, a closely divided Congress, an increasing federal deficit and debt load, and a challenged economy.

OnRecent ~~April~~and 9,ongoing ~~2025,~~federal ~~Cycurion~~and ~~received~~state ~~written~~government notice received from the Listing Qualifications Department of Nasdaq stating 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 Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that we would be afforded 180 calendar days (until October 6, 2025) to regain compliance. In order to regain compliance, the closing bid price of our common stock must be at least $1.00 for a minimum of ten consecutive business days. The notification letter also stated that, in the event that we do not regain compliance within the initial 180cost-~~day~~reduction ~~period,~~initiatives we may bereduce ~~eligible~~demand for an additional 180-day period. If we are not eligible for the additional 180-day period, or if it appears to the Nasdaq staff that we will not be able to cure the deficiency, the Nasdaq Listing Qualifications Department will provide notice after the end of the initial 180-day period that our ~~securities~~services ~~will~~and bedisrupt ~~subject to delisting. Failure to regain compliance within that 180-day period would result in the delisting of~~ our ~~securities~~contracting ~~from Nasdaq, although we would have the right to appeal such a delisting to a Nasdaq hearings panel~~pipeline. ~~The Nasdaq notification has no effect at this time on the listing of our common stock.~~

OnThe ~~April~~current ~~11,~~federal ~~2025,~~administration wehas ~~received~~undertaken ~~two~~significant ~~letters~~cost-reduction ~~from the~~initiatives, ~~Nasdaq~~including ~~Listing~~through ~~Qualifications Department~~DOGE, ~~each~~that ~~addressing~~have aresulted ~~separate~~in ~~compliance~~broad-based ~~deficiency~~cuts ofto ~~ours~~federal ~~under~~contracts, ~~the~~grants, ~~Nasdaq~~and ~~Listing~~agency ~~Rules~~budgets. ~~The~~ ~~first~~These ~~letter~~initiatives ~~notified~~have usdirectly ofimpacted ~~our~~federal ~~deficiency~~cybersecurity ~~with~~and ~~regard~~IT ~~to Nasdaq Listing Rule 5450(b)(2)(A)~~spending, ~~which~~including ~~requires~~the atermination ~~company~~of ~~such~~contracts asat ~~ours, whose~~the ~~securities~~Cybersecurity ~~are~~and ~~listed~~Infrastructure onSecurity ~~The~~Agency ~~Nasdaq Global Market under the “Market Value Standard”~~("CISA"), toreductions ~~maintain~~in aFederal ~~minimum~~Risk ~~Market~~and ~~Value of~~Authorization ~~Listed~~Management ~~Securities~~Program (~~an “MVLS”~~"FedRAMP") ~~of $50~~staffing,~~000,000.~~ ~~The~~and ~~deficiency~~disruptions ~~was~~to ~~caused~~interagency bycybersecurity ~~our~~coordination. ~~MVLS~~Although ~~having~~our ~~been~~contracts ~~below~~are ~~the~~primarily ~~minimum level~~with ~~for~~state ~~the~~and ~~prior~~local 30governments ~~consecutive~~rather ~~business~~than ~~days.~~directly ~~Under~~with ~~Nasdaq~~federal ~~Listing Rule 5810(c)(3)(C)~~agencies, wethese ~~are~~federal ~~entitled to a 180~~cost-~~day~~reduction ~~period,~~efforts ~~ending on~~have ~~October 8~~had, ~~2025,~~and tomay ~~rectify~~continue ~~the deficiency. In order~~ to ~~do so~~have, wecascading ~~must~~effects ~~achieve~~on ~~and~~our ~~maintain~~business anbecause ~~MVLS~~ many of at ~~least~~our ~~$50,000,000 or more~~state ~~for~~and alocal ~~minimum~~clients ofrely 10on ~~consecutive~~federal ~~business~~pass-through ~~days~~funding. ~~Failure~~Federal togrant ~~regain~~programs ~~compliance within~~ that ~~180-day~~historically ~~period~~supported ~~would~~state ~~result~~and inlocal ~~the~~cybersecurity ~~delisting of~~investments ~~our securities from Nasdaq, although we would~~ have ~~the~~been ~~right~~reduced toor ~~appeal~~placed ~~such~~under areview, ~~delisting~~creating touncertainty afor ~~Nasdaq~~our ~~hearings~~clients ~~panel.~~and ~~The~~slowing ~~Nasdaq~~their ~~notification has~~procurement ~~no effect at this time on the listing of our common stock~~timelines.

The second letter notified us of our deficiency with regard to Nasdaq Listing Rule 5450(b)(2)(C), which requires a minimum Market Value of Publicly Held Shares (an “MVPHS”) of $15,000,000 for continued listing on the Nasdaq Global Market under the “Market Value Standard”. This deficiency was caused by our MVPHS having been below the minimum level for the prior 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(D), we have 180 calendar days, or until October 8, 2025, to regain compliance, which we can achieve if our MVPHS is at least $15,000,000 for a minimum of 10 consecutive business days. Failure to regain compliance within that 180-day period would result in the delisting of our securities from Nasdaq, although we would have the right to appeal such a delisting to a Nasdaq hearings panel. The Nasdaq notification has no effect at this time on the listing of our common stock.12

~~For~~Table ~~more~~of ~~information, please see “Note 19. Subsequent Events.”~~Contents

~~Corporate~~Additionally, ~~Information~~approximately half of U.S. states have created or proposed their own state-level efficiency initiatives modeled on the federal DOGE program. These state-level cost-reduction efforts could directly impact our existing contracts and our ability to win new engagements at the state and local level. We have experienced, and expect we may continue to experience, delays in our contracting backlog attributable to these budget disruptions, and we can provide no assurance that these delayed contracts will ultimately convert to revenue. There is also the risk that government clients at any level may choose to perform cybersecurity and IT services in-house rather than contracting with outside providers like us, which would further reduce demand for our services.

~~Our~~The ~~principal~~competitive ~~executive~~landscape ~~office~~for iscybersecurity ~~located~~and atIT ~~1640 Boro~~services ~~Place,~~is ~~Fourth Floor~~intense, ~~McLean, Virginia 22102,~~ and ~~our~~if ~~telephone~~we ~~number~~do isnot ~~(703)~~continue ~~854-1652.~~to ~~Our~~innovate ~~website~~we ~~address~~may isnot ~~www.cycurion.com. Axxum’s~~remain ~~website~~competitive ~~address is www.axxumtech.com. Cloudburst’s website address is www.cloudburstsecurity.com. The SEC maintains an internet site that contains reports, proxy~~ and ~~information~~our ~~statements~~revenue and ~~other~~operating ~~information~~results ~~regarding~~could ~~issuers that file electronically with the SEC at www~~suffer.~~sec.gov. The information contained on the websites referenced in this Annual Report is not incorporated by reference into this filing.~~

~~ITEM~~The 1Amarket for cybersecurity and IT services provided to government clients is highly competitive and fragmented. ~~RISK~~We ~~FACTORS~~compete with large, well-established defense and IT contractors, each of which has significantly greater financial, technical, and marketing resources, broader name recognition, and larger installed bases of government contracts and clearances. We also compete with specialized cybersecurity firms, cloud service providers, managed security service providers, and smaller niche contractors. Many of our competitors can offer broader service portfolios, more favorable pricing, and greater capacity to absorb the costs of competitive bidding and contract protests.

~~You~~The ~~should~~cybersecurity ~~carefully~~landscape ~~consider~~is ~~the~~constantly ~~risks~~changing ~~described below~~ with ~~respect~~increasing toscale, anfrequency, ~~investment~~and inorganization ~~our~~of ~~shares.~~attacks, Ifrequiring ~~any~~constant ofimprovement and timely innovation. We face the ~~following~~risk ~~risks~~that ~~actually~~our ~~occur,~~service offerings may not adequately target our ~~business,~~clients’ ~~financial~~most-needed ~~condition~~solutions, ~~operating results~~may ornot ~~cash~~be ~~provided~~cost-effective, byor ~~operations~~may ~~could~~not be ~~materially~~easy ~~harmed~~to adopt and use. AsIf aour ~~result,~~competitors ~~the~~introduce ~~trading~~new ~~price~~technologies ofor ~~our~~services ~~common~~that ~~stock~~make ~~could~~our ~~decline,~~ product and ~~you~~service ~~might~~offerings ~~lose~~less ~~all~~attractive, or ~~part~~if ofwe ~~your~~are ~~investment.~~unable ~~When~~to ~~evaluating~~anticipate anand ~~investment~~respond to changes in ~~our~~the ~~common~~threat ~~stock,~~landscape ~~you~~and ~~should~~client ~~also~~requirements ~~refer~~in toa ~~the~~timely ~~other information~~manner, inour ~~this~~competitive ~~Annual~~position, ~~Report~~revenue, ~~including~~and ~~our~~operating ~~consolidated~~results ~~financial~~could ~~statements~~be ~~and~~materially ~~related~~adversely ~~notes~~affected.

~~Risks~~The ~~Related~~government contracting process is lengthy, complex, and subject to ~~Our~~protest ~~Business~~and ~~Generally~~delay, which makes our revenue difficult to predict.

~~Cycurion~~The ~~has~~process afor ~~limited~~obtaining ~~operating~~new ~~history~~government ~~upon which~~contracts ~~you~~and task orders is frequently protracted, involving competitive solicitations, multi-step evaluations, and best-value determinations. Contract award decisions may be delayed by funding uncertainties, changes in agency leadership or priorities, or procurement policy changes. Protests by unsuccessful bidders can ~~evaluate~~delay ~~our~~the ~~future~~start ~~business~~of work by months or result in re-competition of the contract entirely. We may spend considerable cost and ~~prospects~~management time preparing bids and proposals for contracts that we do not win.

~~Cycurion~~Government ~~has~~contracts aare ~~limited~~also ~~operating~~frequently ~~history.~~structured Itas ~~was incorporated~~indefinite indelivery/indefinite ~~2017.~~quantity ~~Since~~("IDIQ") ~~its incorporation~~contracts, ~~Cycurion~~General ~~has~~Services ~~acquired~~Administration ~~two~~Schedule ~~operating~~("GSA") ~~subsidiaries:~~contracts, ~~Axxum~~or inblanket ~~2017~~purchase ~~and~~agreements, ~~Cloudburst~~under inwhich ~~2019. It~~the ~~also~~government ~~acquired~~is ~~certain~~not ~~technology~~obligated ~~assets~~to oforder ~~Sabres~~any inminimum ~~September~~amount ~~2021~~of services. ~~Accordingly,~~We ~~Cycurion~~believe ~~and~~our ~~its~~position ~~subsidiaries~~as ~~have~~a ~~varying~~prime ~~operating histories~~contractor under GSA Schedule contracts and, ~~together~~other asIDIQ acontracts ~~consolidated~~is ~~company,~~important ~~has~~to aour ~~limited~~ability ~~operating~~to ~~history,~~sell ~~which~~our ~~can~~services, ~~make~~but itthese ~~difficult~~vehicles ~~for~~require ~~investors~~us to ~~evaluate Cycurion’s~~compete ~~operations~~for ~~and~~each ~~prospects~~individual ~~and~~task ~~may~~order ~~increase~~rather ~~the~~than ~~risks~~having ~~associated~~a ~~with~~predictable anstream ~~investment~~of activity. ~~There~~As ~~can~~a beresult, noour ~~assurance~~contracted ~~that~~backlog ~~Cycurion’s business~~may ~~plan~~not ~~can~~ be ~~realized~~a inreliable ~~the~~indicator ~~manner~~of ~~contemplated,~~future ~~that~~revenue. itWe ~~will~~also ~~ever~~experience ~~realize~~seasonality ~~any~~in ~~significant~~our ~~operating revenues~~revenue, oras ~~that~~government ~~its~~procurement ~~operations will~~cycles ~~ever~~tend beto ~~profitable~~accelerate ~~and,~~near ~~therefore,~~the ~~its~~end ~~stockholders~~of ~~may~~fiscal ~~lose~~years, ~~all~~which orcan acause ~~substantial~~quarter-to-quarter ~~part of their investment~~fluctuations.

~~Cycurion~~Our ~~has~~government ~~incurred~~contracts ~~net~~are ~~losses~~subject to audit, investigation, modification, and ~~cannot assure~~termination ~~you~~by ~~that~~the itgovernment, ~~will~~which ~~achieve~~could orresult ~~maintain~~in ~~profitable~~adverse ~~operations~~findings, reduced revenue, or other penalties.

~~Cycurion’s~~Government ~~net~~contracts ~~income~~are ~~was~~subject $1to oversight,~~229,601~~ ~~for~~including audits by government auditors and investigators. Government agencies have the ~~year~~unilateral ~~ended~~right ~~December~~to 31modify, ~~2024~~curtail, ~~and~~or ~~net~~terminate ~~loss was~~our ~~$(2~~contracts,~~097~~ either for convenience or for cause. If a contract is terminated for convenience,~~013)~~ ~~December~~we 31generally can recover only costs incurred and a reasonable profit on work already performed, ~~2023~~but may not recover anticipated profits on unperformed work. ~~Cycurion~~If ~~may~~a ~~continue~~contract tois ~~incur~~terminated ~~significant~~for ~~losses~~cause, inwe may be required to pay the ~~future~~government for athe ~~number~~cost of ~~reasons,~~re-procuring ~~including unforeseen~~the ~~expenses~~services, ~~difficulties,~~and ~~complications,~~a ~~and~~termination ~~delays~~for cause could harm our reputation and ~~other~~ability ~~unknown~~to ~~events~~win future contracts.

~~Cycurion~~As ~~intends~~a government contractor, we are subject to ~~increase~~various ~~its~~laws ~~brand~~and ~~awareness, expand~~regulations governing the ~~customer~~formation, ~~base~~administration, and ~~expect~~performance toof ~~continue~~government tocontracts, ~~invest~~including ~~heavily~~the inFederal Acquisition Regulation and its ~~businesses~~state inand local equivalents. Violations of these requirements, including the ~~foreseeable~~False ~~future~~Claims asAct, ~~management~~could ~~continues to~~result ~~attempt~~in tocivil ~~expand~~or ~~and~~criminal ~~grow~~penalties, ~~the~~treble ~~core~~damages, ~~businesses.~~contract Insuspension ~~addition~~or debarment, ~~Cycurion’s~~or ~~net~~other ~~revenues~~remedies ~~could~~that bewould ~~impacted~~materially byharm ~~various~~our ~~factors,~~business ~~including~~ and reputation. The Department of Justice's Civil Cyber-Fraud Initiative has increased the ~~competitive~~risk ~~landscape,~~that ~~customer~~government ~~preferences~~contractors may face False Claims Act liability related to cybersecurity compliance, ~~and~~which ~~the~~is ~~success~~particularly relevant given that cybersecurity compliance is itself a core component of our service offerings.

Accordingly, management cannot assure you that Cycurion will achieve sustainable operating profits as it continues to attempt to expand its product and professional service offerings and otherwise implement its growth initiatives. Any failure to achieve and maintain profitability would have a materially adverse effect on Cycurion’s ability to implement its business plan, its results and operations, and its financial condition, and could cause the value of its common stock to decline, resulting in a significant or complete loss of your investment.13

12Table of Contents

~~Cycurion’s~~Our ~~level~~business ofstrategy ~~indebtedness~~may ~~and debt~~impose ~~service~~limitations ~~obligations~~in ~~could~~our ~~adversely~~ability ~~affect~~to ~~its~~accurately ~~financial~~forecast ~~condition~~future revenue and ~~make~~operating ~~it more difficult for management to fund its operations~~results.

AsOur operating results are dependent on a variety of ~~December~~factors, 31including purchasing patterns of our clients, ~~2024~~competitive pricing, ~~Cycurion~~debt ~~had~~servicing, ~~approximately $20~~and general economic trends.2 ~~million~~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, our acquisition strategy may impose additional risks to the predictability of ~~indebtedness~~our operating results, as revenue streams may be volatile due to the uncertainty in identifying attractive acquisition candidates and ~~other~~our ~~liabilities~~ability ~~outstanding~~to consummate new acquisitions.

●Risks ItRelated ~~will need~~ to ~~use~~Cybersecurity ~~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 its operations and other business activities; ● its debt level increases its vulnerability to general economic downturns and adverse industry conditions; ● its debt level could limit its flexibility in planning for, or reacting to, changes in its business and in its industry in general; ● its leverage could place Cycurion at a competitive disadvantage compared to its competitors that have less debt; and ● its 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 its 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 its business or prospects.Technology

~~Despite~~A ~~the~~cybersecurity ~~existing~~breach ~~level~~or ofincident ~~indebtedness~~affecting our systems, ~~Cycurion and~~our ~~its~~clients' ~~subsidiaries~~systems, ~~may~~or ~~incur~~our ~~additional~~AI-enhanced ~~indebtedness,~~ARx ~~which~~platform could ~~further~~damage ~~exacerbate~~our reputation, expose us to liability, and undermine the ~~risks~~market ~~described~~confidence ~~above~~that is fundamental to our business.

~~Cycurion~~As a cybersecurity provider, our reputation depends on the market’s ~~recurring~~confidence ~~losses~~in the security and reliability of our services and technology. A successful cyberattack against our own systems, ~~net~~the ~~working capital~~systems we manage for clients, ~~and~~or ~~accumulated~~our ~~deficit~~AI-enhanced ~~resulting~~ARx ~~from~~cybersecurity ~~substantial~~platform ~~operating~~could ~~losses~~compromise ~~have~~sensitive ~~raised~~government ~~substantial~~data, ~~doubt~~disrupt ~~regarding~~client ~~its~~operations, ~~ability~~expose us to ~~continue as~~regulatory penalties and litigation, and cause lasting reputational harm. Because we are in the business of protecting our clients against cyber threats, a ~~going~~security ~~concern~~failure affecting our own operations would be particularly damaging to our credibility and competitive position.

~~Cycurion~~Cyberattacks ~~had~~are abecoming ~~net~~more ~~working~~frequent, ~~capital~~more ~~deficit~~sophisticated, ~~of $7.8 million~~ and anmore ~~accumulated~~difficult ~~deficit~~to ~~of $3~~detect.2 ~~million~~Threat ~~resulting~~actors—including ~~from~~nation-state ~~net~~actors, ~~income~~organized ~~incurred~~criminal ~~during the year ended December 31~~groups, ~~2024~~ and ~~from substantial~~insiders—continue ~~losses~~to ~~during~~develop ~~prior~~new ~~periods.~~methods ~~In addition, it had a net cash outflow~~ of ~~$2.0 million from operating activities during the year ended December 31~~attack, ~~2023~~ and ~~$1.4~~there ~~million~~can ~~during~~be ~~the~~no ~~year~~assurance ~~ended~~that ~~December~~our ~~31,~~defensive ~~2024,~~measures ~~all~~will ofbe ~~which~~sufficient ~~raise substantial doubt about its ability~~ to ~~continue~~prevent asall ~~a going concern~~breaches. ~~Although Cycurion was nominally profitable during the 2024 fiscal year~~Additionally, ~~there~~our isproducts nomay ~~assurance that~~contain itundetected ~~will~~errors ~~not~~or ~~continue to generate operating losses and consume significant cash resources for the foreseeable future. Without additional financing~~defects, ~~these~~may ~~conditions~~falsely ~~raise~~detect ~~substantial~~vulnerabilities ~~doubt~~or ~~about~~threats ~~Cycurion’s~~that ~~ability~~do tonot ~~continue~~actually ~~as a going concern~~exist, ~~meaning~~or ~~that it~~ may be ~~unable~~fail to ~~continue~~detect ~~operations~~vulnerabilities ~~for the foreseeable future or realize assets and discharge liabilities~~ in ~~the~~our ~~ordinary~~customers’ ~~course~~infrastructure, ofincluding ~~operations. If~~due ~~Cycurion seeks additional financing~~ to ~~fund its business and potential acquisition activities in~~ the ~~future~~constantly ~~and~~evolving ~~there~~techniques ~~remains~~used ~~doubt about~~by ~~its~~attackers ~~ability~~ to ~~continue~~access ~~as a going concern, investors~~ or ~~other~~sabotage ~~financing~~data. ~~sources~~If ~~may~~we befail ~~unwilling~~ to ~~provide~~update ~~additional~~our ~~funding on~~solutions ~~commercially~~in ~~reasonable~~a ~~terms~~timely or ateffective ~~all.~~manner Ifto ~~Cycurion~~respond ~~is unable~~ to ~~obtain~~these ~~sufficient funding~~threats, ~~its~~our ~~business,~~customers ~~prospects,~~could ~~financial~~experience ~~condition, and~~security ~~results~~breaches. ofWe ~~operations~~cannot ~~will~~ be ~~materially~~certain ~~and~~that ~~adversely~~our ~~affected,~~insurance ~~and~~coverage itwill ~~may~~ be ~~unable~~adequate tofor ~~continue~~data assecurity aliabilities ~~going~~actually ~~concern.~~incurred, Ifor itthat isinsurance ~~unable to~~will continue ~~as a going concern, it may have~~ to ~~liquidate~~be ~~its~~available ~~assets and may receive less than the value at which those assets are carried~~ on ~~its~~economically ~~financial~~reasonable ~~statements; accordingly, it is likely that stockholders will lose all or a part of their investment~~terms.

WeThe ~~will~~cybersecurity ~~require~~regulatory ~~substantial~~environment ~~additional~~is ~~funding in~~rapidly ~~the future~~evolving, ~~which~~and ~~may~~our ~~not~~failure ~~be available~~ to uscomply onwith ~~acceptable~~new ~~terms,~~and orchanging atrequirements ~~all,~~could ~~and,~~result ifin ~~not so available~~penalties, ~~may~~loss ~~require~~of ~~us to delay~~contracts, ~~limit, reduce,~~and orcompetitive ~~cease our operations~~disadvantage.

Our ~~operations~~business ~~have~~is ~~consumed~~subject ~~substantial~~to ~~amounts of~~a ~~cash~~complex ~~since~~and ~~our~~rapidly ~~inception.~~changing Asset of ~~December~~cybersecurity ~~31,~~regulations ~~2024, we had an accumulated deficit of $3.2 million. We expect to continue to incur significant expenses~~ and ~~increasing~~standards ~~operating~~at ~~losses for~~ the ~~foreseeable~~federal, ~~future.~~state, ~~Our business will require substantial additional capital for implementation of our long-term business plan~~ and ~~development~~local ~~of cybersecurity technology~~levels. ~~Our~~Federal ~~ability~~requirements toinclude ~~raise~~compliance ~~additional~~with ~~funds~~NIST ~~may~~(defined bebelow) ~~adversely~~SP ~~impacted by~~800-171 ~~potential~~for ~~worsening~~protecting ~~global~~Controlled ~~economic~~Unclassified ~~conditions and the recent disruptions to~~Information, ~~and volatility in,~~ the ~~credit~~Cybersecurity ~~and~~Maturity ~~financial~~Model ~~markets in~~Certification ~~the~~("CMMC") ~~U.S. As we require additional funds~~program, weFedRAMP ~~may~~authorization ~~seek~~requirements tofor ~~fund~~cloud-based ~~our operations through the sale of additional equity securities~~solutions, ~~debt financing,~~ and~~/or~~ ~~strategic~~various ~~collaboration~~agency-specific ~~agreements~~security requirements. WeState ~~cannot~~and belocal ~~sure~~governments ~~that~~are ~~additional~~also ~~financing~~increasingly ~~from~~adopting ~~any~~their ofown ~~these~~cybersecurity ~~sources~~compliance ~~will~~mandates beand ~~available when~~vendor ~~needed~~security orassessment ~~that, if available, the additional financing will be obtained on favorable terms~~programs.

IfBoth weas ~~raise~~a ~~additional~~cybersecurity ~~funds~~provider byand ~~selling~~as ~~shares~~a ~~of our~~government ~~common~~contractor, ~~stock~~we orbear ~~other~~a ~~equity-linked~~dual ~~securities,~~compliance ~~the~~burden: ~~ownership~~we ~~interest~~must ofmaintain our ~~current~~own ~~stockholders~~compliance ~~will~~and bemust ~~diluted.~~also Wedeliver ~~may~~solutions ~~seek~~that ~~to access~~enable ~~the~~our ~~public~~clients orto ~~private~~achieve ~~capital~~and ~~markets~~maintain ~~whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time~~theirs. IfChanges weto ~~raise~~regulatory ~~additional~~requirements ~~funds~~require ~~through~~us ~~collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third parties, we may have~~ to ~~relinquish~~invest ~~valuable~~in ~~rights~~updating to our ~~technologies~~internal systems, ~~future revenue streams~~processes, orand ~~assets~~solution ~~or to~~offerings. ~~grant~~These ~~licenses~~costs oncan ~~terms~~be ~~that~~substantial and may not be ~~acceptable~~fully torecoverable ~~us.~~under Ifexisting wecontracts. ~~raise~~The ~~additional~~SEC's ~~funds~~cybersecurity ~~through~~disclosure ~~debt financing~~rules, weadopted ~~may~~in ~~have~~2023, torequire ~~grant a~~us ~~security interest on our assets~~ to ~~the~~disclose ~~future~~material ~~lenders,~~cybersecurity ~~our~~incidents ~~debt~~within ~~service~~four ~~costs~~business ~~may be substantial~~days, and ~~the~~as ~~lenders may have~~ a ~~preferential position~~cybersecurity incompany, ~~connection~~any ~~with~~such ~~any~~disclosure ~~future~~would ~~bankruptcy~~be orparticularly ~~liquidation~~damaging ~~involving~~to ~~the~~our ~~Company~~market position.

WeOur ~~may~~AI-enhanced ~~issue~~ARx ~~additional~~platform ~~shares~~and ofother ~~common~~technology ~~stock or~~solutions ~~preferred~~are ~~stock~~at ~~under~~ an ~~employee~~early ~~incentive~~stage ~~plan~~of market adoption, ~~which~~and ~~would~~there ~~dilute~~is ~~the~~no ~~interest~~assurance ofthat ~~our~~these ~~stockholders~~products will achieve broad commercial acceptance.

We ~~may~~are ~~issue~~investing ain ~~substantial~~the ~~number~~development and deployment of ~~additional~~our ~~shares~~ AI-enhanced ARx cybersecurity platform and our Cyber Shield Managed Security Services Platform ("MSSP"). These platforms represent a strategic shift toward higher-margin, technology-driven recurring revenue, but they are at an early stage of ~~common~~market adoption. There is no guarantee that government or ~~preferred~~commercial ~~stock~~clients ~~under~~will anadopt ~~employee~~these ~~incentive~~platforms ~~plan~~at the scale or pace we anticipate, that the platforms will perform as expected in production environments, or that competitors will not introduce superior alternatives. The ~~issuance~~development and enhancement of ~~additional~~these ~~shares~~technology ofplatforms ~~common~~require orsubstantial ~~preferred~~ongoing ~~stock:~~investment, and if they fail to achieve meaningful market traction, we may not recover our development costs.

●The ~~may~~integration ~~significantly~~of ~~dilute~~artificial ~~the~~intelligence ~~equity~~into ~~interest~~our ofproducts ~~investors;~~and ●services ~~may~~introduces ~~subordinate~~new ~~the~~categories ~~rights~~ of ~~holders~~risk, ofincluding ~~common~~adversarial ~~stock~~manipulation ifof ~~preferred~~AI ~~stock~~models, isAI-generated ~~issued~~false ~~with~~positives ~~rights~~or ~~senior~~negatives toin ~~those~~threat ~~afforded~~detection, ~~our~~and ~~common~~the ~~stock;~~evolving ●federal ~~could~~and ~~cause~~state aregulatory ~~change~~landscape ofgoverning ~~control~~AI ifin agovernment ~~substantial~~operations. ~~number~~Regulatory ofrequirements ~~shares~~for ofAI ~~our common stock are issued~~transparency, ~~which~~bias ~~may affect~~testing, ~~among~~and ~~other~~explainability ~~things,~~are ~~our~~still ~~ability to use our net operating loss carry forwards~~developing, ifand ~~any,~~future ~~and~~regulations could ~~result~~constrain inour ~~the~~product ~~resignation~~development or ~~removal~~require ofcostly ~~our~~modifications ~~present~~to ~~officers~~our ~~and~~AI-driven ~~directors; and ● may adversely affect prevailing market prices for the common stock~~solutions.

~~Cycurion’s ability to grow and compete in the future will be adversely affected if adequate capital is not available to it or not available on favorable terms.~~14

~~Cycurion~~Table ~~has limited capital resources. To date, it has financed its operations through a mix~~ of equity investments by unaffiliated third parties and bank debt financing and, except in connection with this Offering, it expects to continue to do so in the foreseeable future. Cycurion’s ability to continue its normal and planned operations, to grow its business, and to compete in the cybersecurity industry will depend on the availability of adequate capital.Contents

~~Management~~We ~~cannot~~depend ~~assure you that Cycurion will be able to obtain additional financing from those or other sources when or in the amounts needed,~~ on ~~acceptable~~unaffiliated ~~terms,~~third-party orsoftware ~~at all. If it raises capital through the sale of equity, or securities convertible into equity, that would result~~ in ~~dilution~~order to ~~its~~provide ~~then-existing stockholders,~~our ~~which~~solutions could be significant depending on the price at which it may be able to sell its securities. If Cycurion raises additional capital through the incurrence of additional indebtedness, it would likely become subject to further covenants restricting its business activities, and ~~holders~~professional ofservices ~~debt instruments would have rights~~ and privileges senior to those of its then-existing stockholders. In addition, servicing the interest and principal repayment obligations under debt facilities could divert funds that would otherwise be available to support ~~development~~our of new programs and marketing to current and potential new clients. If Cycurion is unable to raise capital when needed or on acceptable terms, it could be forced to delay, reduce, or eliminate certain products or professional service offerings or future marketing efforts, or reduce or discontinue its operations. Any of these events could significantly harm Cycurion’s business, financial condition, and prospects and could cause the value of its common stock to decline, resulting in a significant or complete loss of your investment.

13Significant 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 that could impact the solutions and services we provide to our clients or the processes we have in place to support our operations.

IfRisks ~~Cycurion~~Related ~~does not continue~~ to ~~innovate~~Our ~~and offer~~Financial ~~solutions~~Condition and ~~professional~~Capital ~~services that address the dynamic threat landscape, it may not remain competitive and its revenue and operating results could suffer.~~Structure

~~Cycurion’s~~Our ~~success~~recurring ~~will depend~~losses, innet ~~part,~~working ~~on its~~capital ~~ability to develop and implement innovative customer solutions and professional services that anticipate and keep pace with rapid and continuing changes in technology~~deficit, ~~industry standards,~~ and ~~client~~accumulated ~~preferences,~~deficit as well as continue to attract top talent and expertise in order to develop innovative solution offerings and professional services that are required to keep up with dynamic industry landscapes. Cycurion may not be successful in anticipating or responding to these developments in a timely basis, and its offerings may not be successful in the marketplace. In addition, services, solutions, and technologies developed by its competitors may make its service or solution offerings uncompetitive or obsolete. Any of these circumstances could have araised ~~material~~substantial ~~adverse~~doubt ~~effect~~regarding onour ~~its~~ ability to ~~obtain~~continue ~~and~~as ~~successfully complete~~a ~~important~~going ~~client engagements, which in return would negatively affect revenue and operating results~~concern.

~~Cycurion~~We ~~relies~~have onhad ~~personnel~~a ~~with~~net ~~extensive information~~working ~~security~~capital ~~expertise~~deficit and ~~the~~an ~~loss~~accumulated ofdeficit resulting from net income incurred during certain periods and from substantial losses during prior periods. In addition, orwe ~~its~~have ~~inability~~had net cash outflows from operating activities, all of which raise substantial doubt about our ability to ~~attract~~continue ~~and~~as ~~retain~~a going concern. Although we were nominally profitable during certain recent fiscal years, ~~qualified~~there ~~personnel~~is inno ~~the~~assurance ~~highly~~that ~~competitive labor~~we ~~market~~will ~~for~~not ~~such~~continue ~~expertise~~to ~~could~~generate ~~harm~~operating ~~its~~losses ~~business~~and consume significant cash resources for the foreseeable future.

~~Cycurion’s~~Without ~~future~~additional ~~performance~~financing, ~~depends~~these ~~upon its~~conditions raise substantial doubt about our ability to ~~attract~~continue ~~and~~as ~~retain~~a ~~qualified~~going ~~cybersecurity~~concern, ~~personnel.~~meaning ~~The~~that ~~information~~we ~~technology~~may ~~consulting~~be unable to continue operations for the foreseeable future or realize assets and ~~cybersecurity~~discharge ~~industries have~~liabilities ~~highly~~in ~~competitive~~the ~~labor~~ordinary ~~markets,~~course ~~which~~of ~~depend~~operations. onIf ~~technical~~we ~~expertise~~seek additional financing to fund our business and ~~experience.~~potential Inacquisition activities in the future and there remains doubt about our ability to continue as a going concern, itinvestors or other financing sources may be ~~unable~~unwilling to ~~continue to~~provide ~~recruit~~additional ~~and~~funding ~~retain~~on ~~talent~~commercially reasonable terms or at all. If itwe isare unable to ~~recruit~~obtain sufficient funding, our business, prospects, financial condition, and~~/or~~ ~~retain~~results ~~talent~~of operations will be materially and adversely affected, itand we may ~~not~~ be ~~able~~unable to ~~expand~~continue as a going concern. ~~Finally~~If we are unable to continue as a going concern, ~~its~~we ~~competitors~~ may ~~offer~~have ~~more~~to ~~competitive~~liquidate ~~compensation~~our ~~packages~~assets and may receive less than the value at which those assets are carried on our financial statements; accordingly, it ~~could~~is ~~afford~~likely tothat ~~offer~~stockholders will lose all or a part of their investment.

~~Cycurion~~Our ~~regularly~~level ~~attempts~~of toindebtedness ~~benchmark its employee~~ and ~~contractor~~debt ~~compensation~~service ~~against~~obligations ~~compensation~~could ~~paid~~adversely ~~within~~affect our ~~industry~~financial condition and, ~~if possible,~~ make ~~annual adjustments to the compensation~~ it ~~pays~~more indifficult ~~order~~ to ~~remain~~fund ~~competitive~~our ~~in the market~~operations.

InWe ~~order~~have significant indebtedness and other liabilities outstanding. This level of indebtedness means that we will need to ~~attract~~use a substantial portion of available cash flow to pay interest and ~~retain~~principal on existing debt, reducing the ~~number~~amount of ~~employees Cycurion~~money ~~needs~~available to ~~grow~~finance our operations and other business, itactivities. ~~may~~Our ~~need~~debt level increases our vulnerability to ~~increase~~general ~~its~~economic ~~compensation~~downturns ~~levels~~and adverse industry conditions, could limit our flexibility in ~~the~~planning ~~future.~~for ~~This~~or ~~could~~reacting ~~adversely~~to ~~affect~~changes ~~its~~in ~~operating margins~~our business, ~~which~~could place us at a competitive disadvantage compared to our competitors that have less debt, and our failure to comply with financial and other restrictive covenants in ~~turn~~our debt instruments could result in an event of default that, if not cured or waived, could ~~negatively~~have ~~affect~~a ~~its~~material ~~financial~~adverse ~~condition~~effect on our business or prospects. Despite the existing level of indebtedness, we and ~~operating~~our ~~results~~subsidiaries may incur additional indebtedness, which could further exacerbate these risks.

IfWe ~~Cycurion~~will isrequire ~~unable~~substantial toadditional ~~hire~~funding in the future, ~~retain~~which may not be available to us on acceptable terms, ~~train~~or at all, and, ~~motivate~~if ~~qualified~~not ~~personnel~~so ~~and~~available, ~~senior~~may ~~management~~require us to delay, ~~its~~limit, ~~business~~reduce, ~~could~~or ~~suffer~~cease our operations.

~~Cycurion’s~~Our ~~future~~operations ~~success~~have ~~largely~~consumed ~~depends~~substantial ~~upon the~~amounts ~~continued~~of ~~contribution,~~cash ~~attraction,~~since ~~and~~our ~~retention~~inception. ofOur ~~its~~business ~~senior~~will ~~management~~require ~~and~~substantial ~~other~~additional ~~qualified~~capital ~~personnel.~~for Ifimplementation ~~one~~of orour ~~more~~long-term ofbusiness ~~Cycurion’s executive~~plan ~~officers~~and ~~are~~development ~~unable~~of orcybersecurity ~~unwilling~~technology. toOur ~~continue~~ability into ~~their~~raise ~~present~~additional ~~positions,~~funds it may ~~not~~ be ~~able~~adversely toimpacted ~~replace~~by ~~them~~potential ~~readily,~~worsening ifglobal ~~at all.~~economic ~~Additionally,~~conditions itand ~~may~~disruptions ~~incur additional expenses~~ to ~~recruit~~the credit and ~~retain~~financial ~~new executive officers~~markets. IfWe ~~any~~may ofseek ~~its~~to ~~executive~~fund ~~officers~~our ~~joins a~~operations ~~competitor~~through orthe ~~forms~~sale ~~a competing company, it may lose some or all~~ of ~~its~~additional ~~customers.~~equity ~~Finally~~securities, itdebt ~~does~~financing, ~~not~~and/or ~~maintain~~strategic ~~“key~~collaboration ~~person” life insurance on any of its executive officers~~agreements. ~~Because~~We ofcannot ~~these~~be ~~factors,~~sure ~~the~~that ~~loss~~additional offinancing ~~the~~from ~~services of~~ any of these ~~key~~sources ~~persons~~will ~~could adversely~~be ~~affect~~available ~~Cycurion’s~~when ~~business,~~needed ~~financial~~or ~~condition~~that, ~~and~~if ~~results of operations~~available, ~~and~~it ~~thereby~~will anbe ~~investment~~obtained inon ~~its~~favorable ~~common stock~~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 issue additional shares of Cycurion ~~must~~common ~~continually~~stock ~~enhance~~or ~~its~~other ~~training~~equity securities without stockholder approval in connection with future acquisitions, ~~existing~~ ~~solutions~~repayment of outstanding indebtedness, or under the 2025 Equity Incentive Plan. The issuance of additional shares could decrease your proportionate ownership interest, subordinate the rights of holders of common stock if preferred stock is issued with senior rights, or adversely affect the market price of our shares. If we raise additional funds through debt financing, we may have to grant a security interest on our assets, and ~~technology~~servicing ~~tools~~the interest and ~~develop~~principal orrepayment ~~acquire~~obligations could divert funds that would otherwise be available to support development of new ~~solutions~~programs and ~~tools~~marketing. If we are unable to raise capital when needed or on acceptable terms, we could be forced to delay, reduce, or iteliminate ~~will~~certain ~~lose~~service ~~clients~~offerings ~~and~~or ~~its~~future ~~competitive~~marketing ~~position will~~efforts, ~~suffer~~or reduce or discontinue our operations.

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 Cycurion’s existing solutions and technologies. Cycurion faces the risks of its services offerings not being adequately competitive, including not being able to: (i) accurately targeting its clients’ and prospective clients’ most-needed solutions (ii) being cost-effective for its clients and prospective clients, and (iii) being easy to use.15

IfTable ~~Cycurion~~of does not meet its clients’ and prospective clients’ expectations, or adequately mitigate these risks, it risks losing its competitive position and clients, which, in turn, will decrease its operating profits, revenue, and net income.Contents

~~Cycurion~~Our ~~faces~~allocation ~~intense~~of ~~competition~~capital into cryptocurrency investments involves speculative risk and may not align with the ~~cybersecurity industry,~~expectations ~~especially~~of ~~from~~our ~~larger,~~shareholders ~~well-established~~or ~~companies~~clients.

~~Cycurion~~Through ~~faces~~our ~~significant~~subsidiary, ~~competition~~Cycurion ~~from other cybersecurity companies~~Crypto, ~~especially~~we ~~those~~have ~~companies~~allocated ~~who~~capital ~~are~~from ~~considered~~our ~~the~~equity ~~larger~~line ~~and~~of ~~more~~credit ~~established~~to ~~entities.~~acquire ~~Relative~~Bitcoin toand ~~Cycurion, many~~Ethereum ofas ~~these~~long-term ~~companies~~holdings. ~~have~~Cryptocurrency ~~significantly~~markets ~~greater~~are ~~financial,~~extremely ~~technical,~~volatile ~~marketing,~~ and ~~other~~subject ~~resources,~~to ~~longer~~regulatory ~~operating histories~~uncertainty, ~~more~~ ~~well-established~~technological ~~brand~~risks, ~~names~~ and ~~business~~market ~~user~~manipulation. ~~recognition,~~The ~~larger~~value ~~customer~~of ~~bases,~~our ~~larger~~cryptocurrency ~~and~~holdings ~~more~~could ~~mature~~decline ~~intellectual property portfolios~~substantially, and ~~more~~such ~~diverse~~declines ~~strategic~~would ~~plans~~adversely ~~and~~affect ~~service~~our ~~offerings.~~financial ~~Intense~~condition ~~competition~~and ~~from~~results ~~these~~of ~~traditional~~operations. ~~and~~Our ~~new~~decision ~~cybersecurity companies~~to ~~has~~allocate ~~led~~capital to ~~declining~~cryptocurrency ~~prices~~rather ~~and~~than ~~margins~~to ~~for~~our ~~many~~core cybersecurity ~~services,~~operations ~~and~~or ~~Cycurion~~working ~~expects~~capital ~~this~~needs ~~trend~~may tobe ~~continue~~viewed asunfavorably ~~competition intensifies~~by ~~in the future. Any decrease in Cycurion’s pricing or margins~~investors, ~~could significantly harm its business~~analysts, ~~financial condition,~~ and ~~results~~government ofclients. ~~operations,~~There ~~resulting~~is inno aassurance ~~significant~~that orour ~~complete~~cryptocurrency ~~loss~~strategy ofwill ~~your~~enhance ~~investment~~shareholder value.

~~Further,~~Risks ~~decreasing~~Related ~~prices for such professional services due~~ to ~~high~~Our ~~number~~Growth ofStrategy entrants has somewhat diminished the competitive advantage that Cycurion has enjoyed as a result of its service pricing. If its competitors implement a similar business model, then Cycurion’s competitive position in the market might be diluted. Should this happen, its ability to acquire and keep customers would be impaired. Cycurion’s competitors may also introduce new technologies or services that could make Cycurion’s product offerings and professional services less attractive to its customers or potential customers. The inability to maintain or improve its competitive standing within the cybersecurity industry could materially adversely affect its business, prospects, financial condition, and results of operations.Acquisitions

~~For~~Our ~~all~~growth ofstrategy ~~these~~depends ~~reasons,~~in ~~Cycurion~~part ~~may~~on ~~not~~acquisitions, bewhich ~~able to~~involve ~~compete~~integration ~~successfully~~risks, ~~against~~potential ~~its~~liabilities, ~~current~~and orthe ~~future~~diversion ~~competitors~~of ormanagement's ~~may~~attention, beand ~~required~~if towe ~~expend~~fail ~~significant resources in order~~ to ~~remain competitive.~~retain Ifexisting ~~Cycurion’s~~clients ~~competitors~~and ~~are~~attract ~~more successful than Cycurion in developing~~ new ~~product~~clients ~~and~~through ~~service offerings or in attracting and retaining customers~~acquisitions, ~~Cycurion’s~~we ~~business,~~may ~~financial~~not ~~condition,~~achieve ~~and results of operations could be adversely affected~~profitability.

IfWe ~~our~~have ~~products~~completed orthe ~~professional~~acquisition ~~services~~of ~~fail~~ certain complementary businesses, and we intend to ~~detect~~consider ~~vulnerabilities~~additional potential strategic transactions that expand, complement, or ~~identify~~otherwise ~~and~~relate ~~respond~~to our business. Any business acquisition creates risks such as the need to ~~cybersecurity~~integrate ~~incidents~~and manage the acquired business, oradditional ifdemands on our ~~products~~resources ~~contain~~and ~~undetected~~controls, ~~errors~~disruption orof ~~defects~~our ongoing business, and diversion of management’s attention. The environment for acquisitions in our ~~brand~~industry is very competitive and ~~reputation~~acquisition ~~could~~candidate purchase prices will likely exceed what we would prefer to pay. We may only be ~~harmed,~~able ~~which~~to ~~could~~conduct ~~have~~limited due diligence on an ~~adverse~~acquired ~~effect~~company’s onoperations ~~our~~or ~~business~~may ~~and~~discover ~~results~~that ofproducts or technology acquired were not as capable as we initially assessed. Following an acquisition, we may be subject to unforeseen liabilities arising from the acquired company’s past or present operations that may exceed negotiated warranty and indemnity limitations.

IfThrough ~~our~~acquisition ~~products~~of orother ~~professional~~service ~~services~~providers, ~~fail~~we ~~to detect~~will ~~vulnerabilities~~also ininherit ~~our~~an ~~customers’~~increasingly ~~cybersecurity~~larger ~~infrastructure~~client base, orwhich ifcreates ~~our~~cross-selling ~~products~~and orup-selling ~~professional~~opportunities ~~services~~but ~~fail~~also torequires ~~identify~~ high-quality service and ~~respond~~exemplary client management to ~~new~~retain and ~~increasingly~~grow ~~complex~~that ~~methods~~base. ofIf ~~cyber-attacks,~~ our ~~business~~marketing and ~~reputation~~integration ~~may~~efforts ~~suffer.~~do ~~There~~not ismaterialize, nowe ~~guarantee~~may ~~that our~~lose ~~products~~existing clients or ~~professional~~fail ~~services~~to ~~will~~obtain ~~detect~~new ~~all~~clients. ~~vulnerabilities,~~Integration ~~especially~~challenges inare ~~light~~particularly acute for a company of ~~the~~our ~~rapidly~~size, ~~changing~~as ~~security~~we ~~landscape~~ have limited management bandwidth and financial resources to ~~which~~absorb wethe ~~must~~complexity ~~respond.~~of ~~Additionally,~~multiple ~~our~~simultaneous ~~products~~integration ~~may~~efforts. ~~falsely~~Any ~~detect~~impairment ~~vulnerabilities~~of goodwill or ~~threats~~other ~~that~~intangible doassets ~~not~~acquired ~~actually~~in ~~exist~~an acquisition may materially reduce our earnings.

Our ~~products~~strategic ~~may~~partnerships ~~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~~international ~~hurt~~expansion ~~our~~expose 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~~a orrange 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 risks and ~~operating results~~uncertainties.

14We have entered, and intend to continue to enter, into strategic partnerships with third parties to support our future growth plans, including our partnership with LSV-TECH International Consortium to launch our MSSP Cyber Shield platform in Latin America and our collaboration with NACCHO for public health cybersecurity. Strategic partnerships require significant coordination, and we have invested and will continue to invest significant time, money, and resources to establish and maintain these relationships. There is no assurance that any particular relationship will continue, result in new offerings that we can effectively commercialize, or generate meaningful revenue. International expansion exposes us to risks including unfamiliar regulatory environments, foreign exchange fluctuations, geopolitical instability, and the challenges of establishing brand recognition in new geographies.

~~Many~~Risks ~~federal,~~Related ~~state, and foreign governments have enacted laws requiring companies~~ to ~~notify~~Our ~~individuals~~Human 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.Capital

We ~~have~~ ~~recently~~rely ~~acquired~~on ~~multiple~~personnel ~~businesses.~~with ~~Our~~extensive ~~growth~~information ~~strategy~~security isexpertise, ~~driven~~including bysecurity-cleared ~~successful~~professionals, ~~acquisitions~~ and ~~integration~~the loss of, ~~additional businesses that provide comparable~~ or ~~complementary~~our ~~services.~~inability ~~Our ability~~ to ~~grow~~attract isand ~~limited~~retain, ifqualified wepersonnel ~~fail~~could toharm ~~identify~~our ~~and consummate acquisitions~~business.

~~We have~~Our ~~completed~~future ~~the~~performance ~~acquisition~~depends ofupon ~~certain~~our ~~complementary~~ability ~~businesses,~~to attract and weretain ~~intend~~qualified tocybersecurity ~~consider~~personnel ~~additional~~and ~~potential~~the ~~strategic~~continued ~~transactions, which~~contribution ~~could involve acquisitions~~ of ~~businesses~~our orsenior ~~assets,~~management ~~joint~~and ~~ventures,~~other orqualified ~~investments~~personnel. inThe ~~businesses~~information ortechnology ~~technologies~~consulting ~~that~~and ~~expand,~~cybersecurity ~~complement, or~~industries ~~otherwise~~have ~~relate~~highly tocompetitive ~~our~~labor ~~business.~~markets, Weand ~~may~~there ~~also~~is ~~consider,~~a ~~from~~well-documented ~~time~~nationwide toshortage ~~time,~~of ~~opportunities~~qualified tocybersecurity ~~engage~~professionals. inThis ~~joint~~shortage ~~ventures~~is orparticularly ~~other~~acute ~~business collaborations~~for ~~with~~personnel ~~third~~who ~~parties.~~hold ~~Should~~government ~~our~~security ~~relationships~~clearances, ~~fail~~as tothe ~~materialize~~clearance ~~into~~process ~~significant~~is ~~agreements~~lengthy, orexpensive, ~~should~~and weoutside ~~fail~~of toour ~~work efficiently with these companies~~control, wewhich ~~may~~constrains ~~lose~~our ~~sales~~ability ~~and~~to ~~marketing~~staff ~~opportunities~~contracts and scale our ~~business, results of~~ operations, ~~and~~rapidly ~~financial condition~~in ~~could~~response beto ~~adversely~~new ~~affected~~contract awards.

~~Any business~~We ~~acquisition~~compete ~~creates~~for ~~risks~~talent ~~such~~with aslarger, ~~among~~better-capitalized ~~others:~~firms ~~(i)~~that ~~the~~can ~~need~~offer tohigher ~~integrate~~compensation, ~~and~~more ~~manage~~extensive ~~the businesses acquired with our own business; (ii) additional demands on our resources~~benefits, ~~systems, procedures,~~ and ~~controls;~~broader ~~(iii)~~career ~~disruption~~advancement ~~of our ongoing business; and (iv) diversion of management’s attention from other business concerns~~opportunities. ~~Moreover,~~In ~~these~~order ~~transactions could involve: (a) substantial investment of funds or financings by issuance of debt or equity securities; (b) substantial investment with respect~~ to ~~technology~~attract ~~transfers~~ and ~~operational~~ ~~integration;~~retain ~~and~~the ~~(c)~~employees ~~the~~we ~~acquisition~~need, orwe ~~disposition~~may ofneed ~~lines~~to ofincrease ~~businesses.~~compensation ~~Also~~levels, ~~such~~which ~~activities~~ could ~~result~~adversely inaffect ~~one-time charges~~our ~~and~~operating ~~expenses~~margins. ~~and~~The ~~have~~loss ~~the~~of ~~potential to either dilute~~ the ~~interests~~services of our ~~existing~~senior ~~stockholders~~management or ~~result~~other inkey ~~the~~employees ~~issuance~~for ~~of, or~~any ~~assumption~~reason ofcould ~~debt.~~significantly ~~Such~~delay ~~acquisitions, investments, joint ventures,~~ or ~~other~~prevent ~~business~~the ~~collaborations~~achievement ~~may involve significant commitments~~ of ~~financial~~our development and ~~other~~strategic ~~resources~~objectives. ~~Any~~If ~~such~~any ~~activities~~of ~~may~~our ~~not~~executive beofficers ~~successful~~joins ina ~~generating~~competitor ~~revenue, income,~~ or ~~other~~forms ~~returns,~~a ~~and~~competing ~~any resources we committed to such activities will not be available to us for other purposes. Moreover~~company, if we ~~are~~may ~~unable~~lose tosome ~~access the capital markets on acceptable terms~~ or at all, weof ~~may~~our ~~not~~customers. beWe ~~able~~do tonot ~~consummate~~maintain ~~acquisitions,~~key-person orlife ~~may~~insurance ~~have to do so~~ on ~~the~~any ~~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~~executive ~~results~~officers.

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.16

~~We intend~~Table ~~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.~~Contents

~~Through acquisition~~Risks ofRelated ~~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~~Securities ~~to grow sales as we expand in operations may result in continuing losses,~~ and weNasdaq 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.Listing

~~Our business~~There ~~strategy~~can ~~may~~be ~~impose~~no ~~limitations~~assurance inthat our ~~ability~~securities will continue to ~~accurately~~be ~~forecast~~listed ~~future~~on ~~revenue~~Nasdaq ~~and~~in ~~operating~~the ~~results~~future.

Our ~~operating~~ ~~results~~common ~~are~~stock ~~dependent~~is listed on aThe ~~variety~~Nasdaq ofGlobal ~~factors,~~Market ~~including~~and ~~purchasing patterns of~~ our ~~clients,~~warrants ~~competitive~~are ~~pricing,~~listed ~~debt~~on ~~servicing, and~~The ~~general~~Nasdaq ~~economic~~Capital ~~trends~~Market. ~~Our~~We ~~revenue~~have received, and ~~operating results~~ may ~~fluctuate~~continue ifto ~~our sales targets are not met, new service offerings~~ receive ~~poor client response~~, ordeficiency ~~client~~notices ~~acquisition~~from ~~costs~~Nasdaq ~~increase~~related ~~due~~ to ~~competition.~~our Infailure ~~addition~~ to ~~these~~timely ~~factors,~~file ~~our~~periodic ~~acquisition strategy~~reports ~~may~~with ~~impose~~the ~~additional~~SEC ~~risks~~and to ~~the~~meet ~~predictability~~minimum ofbid ~~our~~price, ~~operating~~market ~~results.~~value ~~Revenue~~of ~~streams~~listed ~~may~~securities, ~~be volatile due to the uncertainty in identifying attractive acquisition candidates~~ and ~~our~~market ~~ability~~value toof ~~consummate~~publicly ~~new~~held ~~acquisitions~~shares requirements. ~~Unexpected~~Although ~~expenses~~we ~~may~~are beworking ~~incurred during due diligence and post-acquisition. Management intends~~ to ~~manage~~regain ~~risk~~compliance ~~carefully~~ with ~~the~~all ~~acquisitions;~~applicable ~~however~~Nasdaq listing rules, there ~~can be~~is no ~~assurance~~guarantee that we will be able to ~~identity~~do ~~and~~so ~~consummate~~within ~~acquisitions~~the ~~that~~required ~~improve~~time ~~our~~periods ~~results~~or ofat ~~operations~~all.

AsIf aour ~~cybersecurity~~common ~~provider~~stock were to be delisted from Nasdaq and become quoted on the over-the-counter market, weand ~~are~~if athe ~~target~~ trading price were below $5.00 per share at the time of ~~cyber~~delisting, trading in our common stock would be subject to certain rules promulgated under the Exchange Act that require additional disclosure by broker-~~attacks~~dealers in connection with trades involving “penny stocks” and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other ~~cyber~~than ~~risks~~established ~~that~~customers and accredited investors. These additional requirements may discourage broker-dealers from effecting transactions in our securities, which could ~~adversely~~severely ~~impact~~limit the market price and liquidity of our common stock. Delisting could also impair our reputation with government clients and ~~operating~~partners, ~~results~~who may view our continued listing status as an indicator of financial stability and corporate governance quality, and could trigger defaults or other adverse consequences under our financing agreements.

AsIf ~~a cybersecurity provider,~~ we ~~have~~fail ~~been and will likely be a target of cyber-attacks designed~~ to ~~impede~~comply with the ~~performance~~continued ofminimum ~~our~~closing ~~products,~~bid ~~penetrate~~requirements ~~our network security, or that~~ of ~~our customers,~~the ~~misappropriate~~Nasdaq ~~proprietary~~Global ~~information~~Market ~~and/~~or ~~cause~~other ~~interruptions~~requirements tofor ~~our~~continued ~~services. If our systems are breached as a result of third-party action~~listing, ~~employee error or misconduct, attackers could learn critical information about how~~ our ~~products~~common ~~operate~~stock tomay ~~help protect~~be ~~our~~delisted 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~~price of our ~~proprietary~~common ~~information~~stock ~~or information belonging to our customers, investigations or litigation~~ and ~~possible liability, including injunctive relief and monetary damages. Such security breaches could also divert the efforts of~~ our ~~key personnel. In addition, such security breaches could impair our~~ ability to ~~operate~~access ~~our~~the ~~business~~capital ~~and~~markets ~~provide products and services to our customers. If this happens, our reputation~~ could be ~~harmed,~~negatively ~~our revenue could decline and our business could suffer~~impacted.

~~Additionally,~~Our wecommon ~~cannot~~stock beis ~~certain~~listed ~~that~~for ~~our~~trading ~~insurance coverage~~on ~~will~~the beNasdaq ~~adequate~~Global ~~for~~Market. ~~data~~We ~~security~~must ~~liabilities~~satisfy ~~actually~~Nasdaq ~~incurred,~~continued ~~will~~listing ~~cover~~requirements, ~~any~~including, ~~indemnification~~among ~~claims~~other ~~against~~things, usa ~~relating to~~minimum ~~any~~closing ~~incident,~~bid ~~that~~price ~~insurance~~requirement ~~will~~of ~~continue~~$1.00 toper beshare ~~available~~for to30 usconsecutive onbusiness ~~economically~~days. ~~reasonable~~If ~~terms,~~a orcompany’s atcommon ~~all,~~stock ortrades ~~that~~for ~~any~~30 ~~insurer will~~consecutive ~~not~~business ~~deny~~days ~~coverage~~below asthe to$1.00 ~~any~~minimum ~~future~~closing ~~claim.~~bid ~~The~~price ~~successful~~requirement, ~~assertion~~Nasdaq ofwill ~~one~~send ora ~~more~~deficiency ~~large~~notice ~~claims~~to ~~against~~it, usadvising that ~~exceed~~it ~~available insurance~~has ~~coverage,~~been orafforded ~~the~~a ~~occurrence~~"compliance period" of ~~changes~~180 incalendar ~~our~~days ~~insurance~~to ~~policies,~~regain ~~including~~compliance ~~premium~~with ~~increases or~~ the ~~imposition~~applicable ofrequirements. ~~large~~Thereafter, ~~deductible or~~if ~~co-insurance~~such ~~requirements,~~a ~~could~~company ~~have~~does anot ~~material~~regain ~~adverse~~compliance ~~effect~~with onthe ~~our~~bid ~~business~~price requirement, ~~including~~a ~~our~~second ~~financial~~180-day ~~condition,~~compliance ~~operating~~period ~~results, and~~may ~~reputation~~be available.

~~The~~On ~~loss~~October 14, 2025, we received written notice from the Nasdaq Staff that it had 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 us 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 auntil ~~significant~~October 6, ~~reduction~~2025, ~~in purchases~~to regain compliance. We did not regain compliance with the Bid Price Rule by ~~any~~October 6, 2025, and the listed security is now subject to delisting from The Nasdaq Global Market. Unless we request an appeal of ~~our~~the ~~larger~~Staff's ~~clients~~determination ~~could~~by ~~adversely~~October ~~affect~~21, 2025, trading of our common stock will be scheduled for delisting at the opening of business on October 23, 2025, and ~~financial~~Nasdaq ~~results~~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 we requested a hearing to appeal the Staff's determination to the Nasdaq Hearings Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The hearing request will stay the suspension of our securities and the filing of the Form 25-NSE pending the Panel's decision. We received written notice from Nasdaq that the hearing with the Panel was scheduled for November 20, 2025.

~~Currently~~On October 27, 2025, we ~~are~~effected ~~dependent~~the onone-for-thirty aReverse ~~few~~Stock ~~clients~~Split ~~for a~~(as ~~large~~defined ~~portion~~below) ofat ~~our~~the ~~revenue~~commencement of business. IfWe weeffected ~~fail~~the toReverse ~~provide~~Stock ~~professional~~Split ~~services~~by filing the Second Amendment to ~~these~~the ~~clients~~Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on October 24, 2025. Our shares of common stock began trading on a ~~timely~~split-adjusted basis oron ~~fail~~The toNasdaq ~~meet~~Global ~~their performance expectations~~Market, ~~including~~when the ~~failure~~market toopened ~~enhance,~~on ~~maintain~~October 27, ~~upgrade~~2025, orunder ~~improve~~the ~~our~~existing ~~products~~trading symbol "CYCU" and ~~professional~~new ~~services,~~CUSIP ~~we may~~number ~~lose~~95758L305. ~~some~~As ofa ~~our~~result ~~clients~~of ~~that~~the ~~generate~~Reverse aStock ~~significant~~Split, ~~amount~~every thirty of our ~~revenue.~~issued Ifshares ~~this~~of common stock were tocombined ~~happen~~into one issued share of common stock, wewithout ~~would~~any ~~need~~change to ~~acquire~~the ~~several smaller~~par ~~clients~~value orper ~~another~~share ~~large~~and ~~client~~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 ~~replace~~approximately 2,884,447 shares. No fractional shares were issued in connection with the ~~lost~~Reverse ~~revenue~~Stock Split. Stockholders who otherwise held a fraction of a share of common stock of yours 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 ~~acquisitions~~the ~~there~~stockholder ~~can~~would otherwise be noentitled, ~~assurance~~multiplied by the closing price of our shares on The Nasdaq Global Market on the trading day immediately preceding the effective date of the Reverse Stock Split.

Any loss of a significant customer could increase our per-client costs, decrease our operating efficiencies, and have a material adverse effect on our business, results of operations, and financial condition. There can be no assurance that we can easily mitigate the potential loss of any of our larger clients, if at all.17

~~The~~Table ~~failure~~ of Congress to approve appropriations bills in a timely manner for the Federal government agencies and departments we support, or the failure of the Administration and Congress to reach an agreement on fiscal issues, could delay and reduce spending, cause us to lose revenue and profit, and affect our cash flow.Contents

On anNovember ~~annual~~11, ~~basis~~2025, ~~Congress~~we isreceived ~~required~~a toletter ~~approve appropriations~~from ~~bills~~Nasdaq stating that ~~govern~~Nasdaq ~~spending~~has bydetermined ~~each~~that ~~of the Federal government agencies and departments~~ we ~~support.~~regained ~~When~~compliance ~~Congress~~with ~~is,~~Nasdaq’s ~~or Congress~~minimum ~~and~~bid ~~the~~price ~~Administration~~requirement ~~are,~~under ~~unable~~Listing toRule ~~agree on budget priorities and, thus, unable to pass annual appropriations bills on~~ 5450(a ~~timely~~)(1) ~~basis, Congress typically enacts a continuing resolution. Continuing resolutions generally allow Federal government agencies~~ and ~~departments~~ tothat ~~operate at spending levels based on the previous fiscal year. When agencies and departments operate on the basis of a continuing resolution, funding~~ we ~~expect to receive from clients for work we~~ are ~~already~~now ~~performing and for new initiatives may be delayed or cancelled. Congress and the Administration have from time to time failed to agree on a continuing resolution, resulting~~ in ~~temporary shutdowns~~compliance ofwith ~~non-essential~~The ~~Federal~~Nasdaq ~~government~~Global ~~functions~~Market’s ~~and~~listing ~~our work on such functions~~requirements. ~~Such~~Nasdaq ~~shutdowns~~also ~~may~~determined ~~result~~that inthe ~~delayed~~previously ~~payments to~~scheduled ushearing ~~and/or~~with the ~~delay~~Panel ofon ~~certain~~November ~~programs and projects for which we were engaged. Thus~~20, ~~the~~2025 ~~failure~~has bybeen ~~Congress~~canceled and the Administration to enact appropriations bills in a timely manner can result in the loss of revenue and profit when Federal government agencies and departments are 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~~our securities will ~~fail~~continue to ~~raise~~be ~~the~~listed U.S. debt ceiling, when necessary. This can also result in Federal government shutdowns. The delayed funding or shutdown of many parts of the Federal government, including agencies, departments, programs, and ~~projects~~traded ~~we support, could have a substantial negative affect~~ on ~~our~~The ~~revenue,~~Nasdaq ~~profits, and~~Stock ~~cash~~Market ~~flow~~without interruption.

15Despite 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.

~~Substantially~~Following ~~all~~the Reverse Stock Split, the resulting market price of our ~~revenue~~common isstock ~~generated from~~may ~~contracts~~not ~~with~~attract ~~Federal~~new ~~governmental~~investors, ~~entities~~including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

WeAlthough ~~derived~~we ~~substantially~~believe ~~all~~that ofa ~~our~~higher ~~revenue~~market inprice ~~each~~ of ~~2024~~our ~~and~~common ~~2023~~stock ~~from~~may ~~contracts~~help ~~with~~generate ~~Federal~~greater ~~government~~or ~~clients.~~broader ~~Selling~~investor tointerest, ~~government~~there ~~entities~~ can be ~~highly~~no ~~competitive,~~assurance ~~expensive and~~that ~~time~~the ~~consuming,~~Reverse ~~and~~Stock ~~often~~Split ~~requires~~will ~~significant~~result ~~upfront~~in ~~time~~a ~~and~~share ~~expense~~price ~~without any assurance~~ that we will ~~win~~attract anew ~~sale. Further expenditures by our Federal government clients may be restricted or reduced by Administration or congressional actions~~investors, byincluding ~~action~~institutional ofinvestors. ~~the~~In ~~Office of Management and Budget~~addition, bythere ~~action~~can ofbe ~~individual~~no ~~agencies~~assurance ~~or departments, or by other actions. Accordingly, we expect~~ that, ~~due to changing government budgeting and spending priorities and related disputes among Congress and~~ the ~~Administration,~~market ~~some~~price of our ~~government~~common ~~clients in~~stock ~~the~~will ~~future~~satisfy ~~may~~the ~~delay~~investing ~~payments~~requirements ~~due~~of tothose ~~us, may eventually fail to pay what they owe us, and/or may delay certain programs and projects~~investors. ~~For~~ ~~some~~As ~~government~~a ~~clients~~result, ~~we may face a difficult choice: turn down (or stop) work due to budget uncertainty with~~ the ~~risk~~trading ofliquidity ~~damaging a valuable client relationship or perform work with the risk~~ of ~~not~~our ~~being~~common ~~paid~~stock in a timely fashion or perhaps at all. 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~~not tonecessarily ~~reduced spending by agencies and departments on projects or programs we support~~improve.

~~Government~~A ~~entities~~"short ~~also~~squeeze" ~~have heightened sensitivity surrounding the purchase of cybersecurity solutions~~ due to ~~the~~a ~~critical~~sudden ~~importance~~increase ofin ~~their~~demand ITfor ~~infrastructures,~~shares ~~the~~of ~~nature~~our ofcommon ~~the~~stock ~~information contained~~that ~~within~~largely ~~those~~exceeds ~~infrastructures~~supply and/or ~~the~~focused ~~fact~~investor ~~that~~trading ~~they~~in ~~are~~anticipation ~~highly~~of ~~visible~~a ~~targets~~potential ~~for~~short ~~cyber-attacks.~~squeeze ~~Accordingly~~have led to, ~~increasing~~and ~~sales of~~may ~~our~~lead ~~products~~to, ~~and~~extreme ~~professional~~price ~~services~~volatility toin ~~government~~the ~~entities~~price ~~may~~of beour ~~challenging~~common stock.

~~Further,~~Investors inmay purchase shares of our common stock to hedge existing exposure or to speculate on the ~~course~~price of ~~providing~~our common stock. Speculation on the price of our ~~products~~ common stock may involve long and ~~professional~~short ~~services~~exposures. toTo ~~government~~the ~~entities~~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 ~~employees~~common ~~and~~stock ~~those~~for delivery to lenders of our ~~channel~~common ~~partners~~stock. Those repurchases may, bein ~~exposed~~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 ~~sensitive~~as ~~government information~~a "short squeeze." ~~Any~~With ~~failure~~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 usshort 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 ~~channel~~common ~~partners~~stock that may be unrelated or disproportionate to ~~safeguard~~our financial performance or prospects and, ~~maintain~~once investors purchase the ~~confidentiality~~shares of ~~such~~our ~~information~~common ~~could~~stock ~~subject us~~necessary to ~~liability~~cover ~~and~~their ~~reputational~~short ~~harm~~positions, ~~which~~or ~~could~~if ~~materially~~investors ~~and~~no ~~adversely~~longer ~~affect~~believe a short squeeze is viable, the price of our ~~results~~common stock may rapidly decline. Investors that purchase shares of ~~operations~~our ~~and~~common ~~financial~~stock ~~performance~~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 ~~reliance~~common onstock ~~U.S.~~price ~~General~~may ~~Services~~be ~~Administration Multiple~~volatile ~~Award Schedule (“GSA Schedule”) contracts~~ and ~~other~~as ~~Indefinite~~a ~~Delivery/Indefinite~~result ~~Quantity~~you ~~(“IDIQ”) contracts~~could ~~creates~~lose ~~the~~all ~~risk~~or part of ~~volatility~~your ~~in our revenue and profit levels~~investment.

WeSince ~~believe~~our ~~that~~common ~~one~~stock ofbegan ~~the~~trading ~~elements~~on ofNasdaq ~~our~~following ~~success is~~ our ~~position~~de-SPAC astransaction awith ~~prime~~Western, ~~contractor~~our ~~under~~stock ~~GSA~~price ~~Schedule~~has ~~contracts~~experienced ~~and~~substantial ~~other~~volatility ~~IDIQ contracts,~~ and wesignificant ~~believe~~decline. ~~this~~Our ~~position~~stock isprice ~~important to~~may ~~our~~continue ~~ability~~ to ~~sell~~fluctuate ~~our~~significantly ~~services~~in response to ~~Federal~~a ~~government~~variety ~~clients.~~of ~~However~~factors, ~~these~~many ~~contract~~of ~~vehicles~~which ~~require~~are usbeyond toour ~~compete~~control, ~~for~~including: ~~each~~the ~~delivery order~~inability ~~and~~to ~~task~~maintain ~~order,~~the ~~rather~~listing ~~than~~of ~~having~~our asecurities ~~more~~on ~~predictable~~Nasdaq; ~~stream~~the ofinability ~~activity~~to ~~during~~recognize the ~~term~~anticipated benefits of athe ~~multi~~de-~~year~~SPAC ~~contract.~~transaction; Indecline ~~addition, we~~in ~~may~~demand ~~spend~~for, ~~considerable~~or ~~cost~~the ~~and~~sale ~~management~~of ~~time~~a ~~and~~substantial ~~effort~~number ~~to prepare bids and proposals for contracts~~of, ~~delivery~~our ~~orders,~~shares orof ~~task~~common ~~orders that~~stock; werisks ~~may~~relating ~~not~~to ~~win.~~the ~~There~~uncertainty ~~can~~of beour noprojected ~~assurance~~financial ~~that~~information weand ~~will~~downward ~~continue~~revisions toin ~~obtain~~analysts' ~~revenue~~estimates; ~~from~~technological ~~such~~innovations ~~contracts~~by atcompetitors; ~~current~~changes ~~levels, or~~ in ~~any amount,~~applicable inlaws ~~the~~or ~~future.~~regulations; Togeneral ~~the~~economic ~~extent~~trends; ~~that~~and ~~Federal~~broad ~~government~~market ~~agencies~~ and ~~departments~~industry ~~choose~~factors tounrelated ~~employ~~or ~~GSA~~disproportionate ~~Schedule~~to ~~contracts~~our ~~and~~operating ~~other IDIQ~~performance. ~~contracts~~The ~~encompassing~~thin ~~activities~~trading ~~for~~volume ~~which~~in weour ~~are~~shares ~~not~~may ~~able~~exacerbate toprice ~~compete~~volatility orand ~~provide~~limit ~~services,~~investors' weability ~~could~~to ~~lose~~buy ~~business,~~or ~~which~~sell ~~would negatively~~shares ~~affect~~at ~~our~~desired ~~revenue and profitability~~prices.

~~Future~~Volatility ~~acquisitions~~in ~~could~~the ~~disrupt~~price of our common stock may subject us to securities litigation, which could cause us to incur significant expense, hinder execution of business and ~~harm~~growth ~~our~~strategy ~~financial~~and ~~condition~~impact ~~and~~our ~~operating~~stock ~~results~~price.

ToIn ~~remain~~the ~~competitive~~past, weplaintiffs have often initiated securities class action litigation against a company following periods of volatility in the ~~past~~market ~~and~~price of its securities. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. We may in the future ~~seek~~be tothe ~~acquire~~target ~~additional~~of ~~businesses,~~similar ~~products,~~litigation or ~~technologies~~activism. ~~The~~Securities ~~environment~~litigation ~~for~~could ~~acquisitions~~result in ~~our~~substantial ~~industry~~costs isand ~~very competitive~~liabilities and ~~acquisition~~could ~~candidate~~divert ~~purchase~~management's ~~prices~~attention ~~will~~and ~~likely~~resources ~~exceed~~regardless ~~what~~of wethe ~~would~~outcome. ~~prefer~~Additionally, tosuch ~~pay.~~securities Welitigation ~~also~~and ~~may~~stockholder ~~not~~activism ~~find~~could ~~suitable~~adversely ~~acquisition candidates,~~affect our relationships with service providers and ~~acquisitions~~make weit ~~complete~~more ~~may~~difficult beto ~~unsuccessful~~attract and retain qualified personnel.

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.18

InTable ~~addition,~~of 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.Contents

~~Our~~Potential ~~strategic~~future ~~partnerships~~sales ~~expose~~pursuant us to aregistration ~~range of~~rights ~~business risks~~ and ~~uncertainties~~under ~~that~~Rule ~~could~~144 ~~have~~may adepress ~~material~~the ~~adverse~~market ~~impact~~price onfor our ~~business~~shares ~~and~~of ~~financial~~common ~~results~~stock.

We ~~and our subsidiaries~~ have ~~entered,~~granted ~~and~~a ~~intend to~~number ~~continue~~of toour ~~enter,~~stockholders ~~into~~registration ~~strategic~~rights ~~partnerships~~ with ~~third~~respect ~~parties~~ to ~~support~~their ~~our~~shares ~~future~~of ~~growth~~common ~~plans~~stock. WeSuch ~~cannot~~future ~~provide~~sales ~~any~~by ~~assurance that~~our weexisting ~~will~~stockholders bepursuant ~~able~~ to ~~continue~~any toregistration ~~enter~~statement, ~~into~~as ~~additional~~well ~~strategic~~as ~~partnerships.~~sales ~~Strategic~~by ~~partnerships~~stockholders ~~require~~eligible ~~significant~~to ~~coordination between~~sell under Rule 144 under the ~~parties~~Securities ~~involved~~Act, ~~particularly~~may ifhave a ~~partner~~depressive ~~requires~~effect ~~that~~on wethe ~~integrate~~market ~~its~~price ~~products~~of ~~with~~ our ~~products~~shares. ~~Further,~~A wesignificant ~~have~~number ~~invested and~~of ~~will~~our ~~continue~~currently tooutstanding ~~invest~~shares ~~significant~~held ~~time,~~by ~~money~~existing stockholders, ~~and~~including ~~resources~~officers, todirectors, ~~establish~~ and ~~maintain~~principal ~~relationships with our strategic partners~~stockholders, ~~but~~ weare ~~have~~currently noor ~~assurance~~will ~~that~~become ~~any~~eligible ~~particular~~for ~~relationship~~resale, ~~will~~and ~~continue~~the ~~for~~possible ~~any~~sale ~~specific period~~ of ~~time,~~these ~~result~~shares incould ~~new~~further ~~offerings~~depress ~~that we~~the ~~can~~price ~~effectively~~of ~~commercialize,~~our orshares ~~result~~ in ~~enhancements~~the toapplicable ~~our~~trading ~~existing offerings~~marketplace.

WeFuture ~~are~~offerings ~~dependent on the continued services and performance~~ of ~~our~~debt ~~senior~~or ~~management~~preferred ~~and~~equity ~~other~~securities ~~key employees, the loss of any of whom~~ could adversely affect ~~our~~the ~~business,~~market ~~operating results,~~price ~~and~~of ~~financial~~our ~~condition~~common stock.

~~Our~~In the future, ~~performance~~we ~~depends~~may onattempt ~~the~~to ~~continued~~increase ~~services and~~our ~~contributions~~capital resources by making additional offerings of ~~our~~debt ~~senior~~or ~~management,~~preferred ~~particularly~~equity ~~Emmit~~securities. ~~McHenry~~Upon liquidation, ~~and~~holders ~~other~~of ~~key~~our ~~employees~~debt tosecurities ~~execute~~and onshares ~~our~~of ~~business~~preferred ~~plan~~stock and lenders with respect to ~~identify~~ ~~and~~other ~~pursue~~borrowings ~~new~~would ~~opportunities~~receive ~~and~~distributions ~~product~~of ~~innovations.~~our ~~From~~available ~~time~~assets prior to ~~time,~~the ~~there~~holders ~~may~~of beour ~~changes~~common instock. ~~our~~Any ~~senior~~preferred ~~management~~stock ~~team resulting~~we ~~from~~may ~~the~~issue ~~termination~~could have a preference on liquidating distributions or ~~departure~~distribution ofpayments that could limit our ~~executive~~ability ~~officers~~to ~~and~~make ~~key~~distributions ~~employees~~to common stockholders. ~~The~~Since ~~loss~~our ofdecision ~~the~~to ~~services~~issue ofsecurities ~~our~~in ~~senior~~any ~~management, particularly~~future ~~Emmit~~offering ~~McHenry,~~will ordepend ~~other~~on ~~key~~market ~~employees~~conditions ~~for~~and ~~any~~other ~~reason~~factors ~~could~~beyond ~~significantly~~our ~~delay~~control, orwe ~~prevent~~cannot predict the ~~achievement~~amount, timing or nature of our ~~development~~ future offerings, and ~~strategic~~our ~~objectives~~stockholders ~~and~~bear ~~harm~~the ~~our~~risk ~~business,~~that ~~financial~~future ~~condition,~~offerings ~~and~~may ~~results~~reduce the market price of ~~operations~~our common stock.

~~Accusations~~You ~~against~~may usexperience byimmediate ~~third~~and ~~parties~~substantial ~~of infringement~~dilution oras ~~other~~a ~~violations~~result of ~~their~~an ~~intellectual~~offering ~~property~~by ~~rights,~~us ~~regardless~~and ofany ~~the~~future ~~accuracy~~offering ~~of these assertions, could result in significant costs~~ and ~~harm~~may ~~our~~experience ~~business~~additional ~~and~~dilution ~~operating~~in ~~results~~the future.

WeIn ~~cannot~~the ~~ensure that our professional services and solutions~~future, oryour ~~the~~percentage ~~third-party~~ownership ~~solutions~~in ~~that~~our wecompany ~~offer~~may tobe ~~our~~diluted ~~clients,~~because doof ~~not~~equity ~~infringe~~issuances onfor ~~the~~warrant ~~intellectual~~exercises, ~~property~~conversion ~~rights~~ of ~~third~~promissory ~~parties and~~notes, ~~in the future~~acquisitions, westrategic ~~may have infringement claims asserted against us or against our clients. These claims could harm our reputation~~investments, ~~require~~ uscapital tomarket ~~incur significant expenses and monetary liability~~transactions, ~~and prevent us from offering some of our current professional services~~ or ~~solutions.~~otherwise, ~~Legal~~including ~~challenges~~equity tocompensation ~~our~~awards ~~intellectual property rights and claims of intellectual property infringement by third parties could require~~ that we ~~enter~~grant ~~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~~directors, ~~and~~officers ~~divert management’s attention~~ and ~~resources away from our business~~employees. WeThe ~~may~~issuance ~~need~~and toresale ~~change~~of ~~our~~additional ~~business~~shares ~~practices if any~~ of ~~these~~common ~~events~~stock ~~were~~or toother ~~occur,~~securities ~~which~~in ~~may~~any ~~limit our~~future ~~ability~~registration tostatement ~~compete~~may ~~effectively~~cause ~~and~~substantial ~~could~~dilution ~~have~~of anyour ~~adverse~~ownership ~~effect~~interest onin our ~~results of operations~~securities.

WeThe ~~depend~~future issuance of any such additional shares of common stock may create downward pressure on ~~unaffiliated~~the ~~third-party~~trading ~~software in~~price ~~order~~of our common stock. There can be no assurance that we will not be required to ~~provide~~issue ~~our~~additional ~~solutions~~shares, ~~and~~warrants ~~professional~~or ~~services~~other ~~and~~convertible ~~support~~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 ~~operations~~common stock are currently traded at such time.

~~Significant~~Risks ~~portions~~Related 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~~Legal, or ~~if we are unable to renew these license agreements~~Regulatory, ~~we may be required to make changes to our vendors or information technology systems. These changes could impact the solutions~~ and ~~services~~Compliance ~~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.~~Matters

~~Any~~If ~~material~~we ~~weakness~~fail into ~~our~~maintain proper and effective internal ~~controls~~ control over financial reporting, our ability to produce accurate and timely financial statements could ~~adversely~~be ~~affect~~impaired, which could harm our ~~business~~operating results, investors' views of us, and the value of our common stock.

InPursuant ~~the~~to ~~future, under~~ Section 404 of the Sarbanes-Oxley ~~Act~~ ~~of 2002 (the “SOX~~ Act”), weour ~~will~~management beis required to ~~furnish a~~ report byupon ~~our~~the ~~management~~effectiveness onof our internal control over financial reporting. ~~This~~When ~~report~~and ~~must~~if ~~contain,~~we ~~among~~are ~~other~~a ~~matters,~~"large accelerated filer" or an ~~assessment~~"accelerated offiler" ~~the~~and ~~effectiveness~~are ofno ~~our~~longer ~~internal~~an ~~control~~"emerging ~~over~~growth ~~financial~~company" or "smaller reporting company, ~~including~~" aour ~~statement~~independent asregistered public accounting firm will be required to ~~whether~~attest orto ~~not~~the effectiveness of our internal control over financial reporting. isHowever, ~~effective.~~for ~~This~~so ~~assessment~~long ~~must~~as ~~include~~we ~~disclosure of~~remain ~~any~~an ~~material~~emerging ~~weaknesses~~growth incompany ~~our~~or ~~internal~~smaller ~~control~~reporting ~~over~~company, ~~financial~~we ~~reporting~~intend ~~identified~~to bytake ~~our~~advantage ~~management~~of an exemption from these auditor attestation requirements.

16The rules governing management’s assessment of internal control over financial reporting are complex and require significant expenses, documentation, testing, and possible remediation. 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, the trading price of our common stock may decline, and our ability to obtain additional financing, especially on favorable terms, could be adversely affected. Any identified material weakness in our internal controls could affect our ability to provide reliable financial statements and our business decision-making process, and could result in investigations or sanctions by regulatory authorities.

WeAs ~~identify~~a ~~material~~provider ~~weakness~~of incybersecurity ~~our~~services ~~internal controls, which could affect our ability~~ to ~~provide~~government ~~reliable financial statements and our business decision-making process~~clients, ~~could~~we ~~harm~~are ~~our~~subject ~~business and operating results, cause investors~~ to ~~lose~~heightened ~~confidence~~data inprotection ~~our reported financial information~~obligations, ~~cause the market price of our securities to decrease~~ and ~~harm our~~any ~~ability~~compliance ~~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~~significant orpenalties ~~sanctions~~and byloss ~~regulatory authorities. For a description~~ of ~~our~~client ~~material weaknesses, please see “Item 9A~~trust. ~~Controls and Procedures.”~~

We ~~may~~handle ~~not~~sensitive begovernment ~~able~~data toin ~~manage~~the ~~our~~course ~~growth~~of ~~effectively or~~providing ~~improve~~cybersecurity and IT services to our ~~operational~~government clients. We are subject to numerous federal, ~~financial~~state, and ~~management~~local ~~information~~laws ~~systems~~and regulations governing the collection, ~~which~~use, ~~would~~storage, ~~impair~~transmission, and protection of such data. Many federal, state, and foreign governments have enacted laws requiring companies to notify individuals of data security breaches involving their personal data, and any association of us with such breaches may cause our ~~results~~customers to lose confidence in the effectiveness of ~~operations~~our security solutions. Our failure to comply with these requirements could result in regulatory penalties, contract termination, litigation, and severe reputational damage.

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:19

●Table ~~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.Contents

~~Additionally,~~The ~~our~~Financial ~~strategy~~Industry ~~envisions~~Regulatory aAuthority, ~~period~~Inc. ~~of rapid~~("FINRA") ~~growth~~has ~~that~~adopted ~~may~~sales ~~impose~~practice arequirements ~~significant~~that ~~burden~~may onalso ~~our~~limit ~~administrative~~a ~~and~~stockholder's ~~operational resources. Our~~ ability to ~~manage~~buy ~~growth~~and ~~effectively will~~sell ~~require us to expand the capabilities of~~ our ~~administrative~~common ~~and operational resources substantially and to attract, train, manage, and retain qualified management and other personnel~~stock. ~~There can be no assurance that we will be successful in recruiting and retaining new employees or retaining existing employees.~~

WeFINRA ~~cannot~~has ~~provide~~adopted ~~assurances~~rules that ~~our~~require ~~management will~~that, bein ~~able~~recommending an investment to ~~manage~~a ~~this~~customer, ~~growth~~a ~~effectively~~broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. ~~Our~~Prior ~~failure~~to recommending speculative low-priced securities to ~~manage~~their ~~growth~~non-institutional ~~successfully~~customers, ~~could~~broker-dealers ~~result~~must inmake ~~our~~reasonable ~~sales~~efforts ~~not~~to ~~increasing~~obtain ~~commensurately with~~information ~~capital~~about ~~investments~~the customer's financial status, iftax atstatus, ~~all~~investment objectives and other information. Under interpretations of these rules, orFINRA ~~otherwise~~believes ~~materially~~that ~~adversely~~there ~~affecting~~is ~~our~~a ~~business~~high probability that speculative, ~~financial~~low-priced ~~condition~~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, orwhich ~~results~~may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares of ~~operations~~common stock.

WeChanges ~~may~~in ~~issue~~government ~~additional~~contracting ~~shares~~regulations, ofprocurement ~~Cycurion common~~preferences, ~~stock~~ or ~~other~~small ~~equity~~business ~~securities~~set-aside ~~without~~policies ~~your~~could ~~approval,~~reduce ~~which~~our ~~would~~contract ~~dilute your ownership interests and may depress the market price of your shares~~opportunities.

WeThe ~~may~~government ~~issue~~contracting ~~additional~~environment ~~shares~~is ofsubject ~~Cycurion~~to ~~common stock~~frequent orlegislative ~~other~~and ~~equity~~regulatory ~~securities~~changes. ofChanges ~~equal~~to orFederal ~~senior~~Acqusition ~~rank~~Regulation inprovisions, state procurement codes, small business set-aside programs, and best-value evaluation criteria could alter the ~~future~~competitive dynamics of our markets in ~~connection~~ways ~~with,~~that ~~among~~are ~~other~~difficult ~~things,~~to ~~future~~predict. ~~acquisitions,~~The ~~repayment~~ current administration’s initiative to overhaul the Federal Acquisition Regulation (described as "FAR 2.0") represents the first major restructuring of ~~outstanding~~federal ~~indebtedness~~procurement rules in approximately forty years and could introduce new requirements or ~~under~~change evaluation standards that affect our competitiveness. At the ~~Equity~~state ~~Incentive~~and ~~Plan~~local level, ~~without~~procurement ~~stockholder~~reforms, ~~approval~~vendor consolidation initiatives, inand achanges ~~number~~to ofcooperative ~~circumstances~~purchasing arrangements could similarly affect our contract pipeline.

~~Our~~Accusations ~~issuance~~ of ~~additional~~intellectual ~~shares~~property ofinfringement ~~Cycurion~~by ~~common stock~~third orparties, ~~other~~regardless ~~equity securities~~ of ~~equal~~accuracy, orcould ~~senior~~result ~~rank~~in ~~could~~significant ~~have~~costs ~~the~~and ~~following~~harm ~~effects:~~our business.

●We ~~your~~cannot ~~proportionate~~ensure ~~ownership~~that ~~interest~~our inprofessional services and solutions, or the ~~combined~~third-party ~~company~~solutions ~~decrease;~~that ●we offer to our clients, do not infringe on the ~~relative~~intellectual ~~voting~~property ~~strength~~rights of ~~each~~third ~~previously~~parties. ~~outstanding~~Infringement ~~share~~claims, ofeven ~~the~~if ~~combined~~without ~~company~~merit, ~~may~~can be ~~diminished;~~time-consuming and costly to defend, injure our reputation, and divert management’s attention and resources away from our business. If we are required to enter into royalty or ●licensing ~~the~~agreements ~~market~~on ~~price~~less-than-favorable ofterms or to modify our ~~shares~~offerings, ofour ~~the~~ability ~~combined~~to ~~company~~compete ~~stock~~effectively ~~may~~could ~~decline~~be impaired.

IfOur weinsurance ~~are~~policies ~~unable~~may ~~continually~~not toadequately ~~add~~protect ~~new~~us ~~customer offerings,~~from ~~innovate,~~all ~~and~~business ~~increase efficiencies~~risks, ~~our~~leaving ~~ability~~us exposed to ~~attract~~significant ~~new~~uninsured ~~customers may be adversely affected~~liabilities.

InWe ~~the~~carry ~~area~~insurance offor ~~innovation,~~most wecategories ~~must~~of berisk ~~able to add new solutions and professional service offerings and adopt sales incentives and policies~~ that ~~appeal to~~ our ~~customers~~business ~~and~~may ~~prospective customers.~~encounter; ~~This depends~~however, inwe ~~part,~~may onnot ~~the~~have ~~creative~~adequate ~~and~~levels ~~marketing skills~~ of ~~our personnel and on our ability to appeal to both customers and manufacturers~~coverage. We may not be ~~successful~~able into ~~the~~maintain ~~development,~~existing ~~introduction,~~insurance ~~marketing~~at ~~and~~current ~~sourcing~~or ofadequate ~~new~~levels ~~products~~of orcoverage. ~~sales~~Any ~~policies that~~significant ~~satisfy~~uninsured ~~customer~~liability ~~needs,~~may ~~achieve~~require ~~market~~us ~~acceptance,~~to orpay ~~generate~~substantial ~~satisfactory financial returns~~amounts, ~~any of~~ which ~~could~~would adversely affect our ~~business,~~cash ~~financial~~position ~~condition,~~and or results of operations.

~~Risks~~Anti-takeover ~~Related~~provisions tocontained ~~the~~in ~~SLG~~our ~~Assignment~~charter ~~Agreement~~and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

WeOur charter contains provisions that may ~~fail~~discourage unsolicited takeover proposals that stockholders may consider to ~~consummate~~be ~~some~~in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or ~~all~~prevent a change of control. Together, these provisions may make more difficult the ~~assumptions~~ ~~contemplated~~removal byof management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices. These provisions include no cumulative voting in the ~~SLG~~election ~~Assignment~~of ~~Agreement~~directors, the right of our board of directors (the "Board") to fill vacancies, and a prohibition on stockholder action by written consent.

~~There~~Our ischarter noalso ~~guarantee~~provides that ~~our~~the ~~possible~~Court ~~assumption~~ of ~~any~~Chancery orof ~~all~~the State of ~~the~~Delaware ~~to-~~will be~~-assigned~~ ~~SLG~~the ~~agreements,~~exclusive ~~which,~~forum iffor ~~assumed~~substantially byall disputes between us and our stockholders (subject to limited exceptions), ~~would~~and ~~result~~that inthe ~~our~~federal ~~becoming~~district courts of the ~~prime~~United ~~contractor~~States ~~thereunder,~~ will be ~~approved~~the bysole ~~the~~forum ~~counterparties~~for Securities Act claims. ~~Mitigating~~This ~~factors~~choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable, which may ~~hinder~~discourage ~~its~~certain ~~acquisition~~lawsuits ~~include:~~and increase the costs of litigating claims.

● Legal or regulatory challenges related to our possible assumptions of the to-be-assigned SLG agreements, which will result in our becoming the prime contractor thereunder; ● Discovery of material incompatibilities or challenges from our due diligence of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder; ● Misrepresentation by SLG in respect of any of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder; and ● The counterparty to one or more of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, does not approve the relevant assignment to us.20

~~Due~~Table ~~Diligence~~of ~~may not reveal all issues with respect to SLG.~~Contents

~~There~~Risks isRelated ~~no assurance that our due diligence will reveal all relevant information regarding the~~ to~~-be-~~ ~~assigned~~Operating SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder. We rely on our working relationship with SLG, the counterparties to the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, as ~~well~~a asPublic the information provided to us by SLG, its management, counsel, and auditors. There is no assurance that we will receive all relevant information or identify any current or historical factor that might otherwise prevent us from consummating any or all of the assumptions of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, or cause significant financial costs thereafter.Company

WeOur ~~may~~historical ~~incur~~management ~~significant~~team ~~unforeseen~~has ~~costs~~limited ~~related to~~experience ~~our~~managing ~~possible~~a ~~assumption~~public ofcompany, ~~the~~and ~~to-be-assigned~~we ~~SLG~~may ~~agreements,~~incur ~~which,~~significantly ifincreased ~~assumed~~costs byas ~~us,~~a ~~would~~ result ~~in our becoming the prime contractor thereunder, that are the subject~~ of ~~the~~operating ~~SLG~~as ~~Assignment~~a ~~Agreement~~public company.

WeOur ~~recognize~~historical ~~that~~management ~~there~~team ~~may~~members behave ~~significant~~limited ~~additional costs~~experience ~~related~~managing toa ~~the~~publicly ~~assumption~~traded ofcompany, ~~the~~interacting ~~to-be-~~with ~~assigned~~public ~~SLG~~company ~~agreements~~investors, ~~which,~~and ifcomplying ~~assumed~~with bythe ~~us,~~increasingly ~~would~~complex ~~result~~laws, inrules ~~our~~and ~~becoming~~regulations ~~the prime contractor thereunder,~~ that ~~are~~govern ~~the~~public ~~subject~~companies. ofAs ~~the~~a ~~SLG~~public ~~Assignment Agreement~~company, ~~including~~we ~~costs~~are ~~related~~subject to ~~legal~~significant ~~and~~obligations ~~due~~relating ~~diligence, integration and consolidation of the~~ to~~-be-assigned~~ ~~SLG agreements themselves~~reporting, ~~which,~~procedures ifand ~~assumed~~internal ~~by us~~controls, ~~would~~and ~~result in~~ our ~~becoming~~management ~~the~~team ~~prime~~may ~~contractor thereunder,~~not assuccessfully ~~distinguished~~or ~~from~~efficiently ~~our~~manage ~~operating~~such ~~as a subcontractor for those agreements~~obligations, ~~and~~which ~~other~~could ~~unexpected~~divert orattention ~~unforeseen~~from ~~costs. Further, consummating~~ the ~~transactions~~day-to-day ~~contemplated~~management byof ~~the~~our ~~SLG Assignment Agreement may cause us to:~~business.

●We ~~Issue~~incur ~~common~~significant ~~stock~~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 ~~dilute~~continue to increase our ~~current~~legal ~~stockholders’~~and ~~ownership;~~financial ●compliance ~~Use~~costs. Additionally, operating as a ~~substantial~~public ~~portion~~company ofmakes 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 ~~cash~~Board ~~resources;~~or as executive officers.

17We 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 ~~Increase~~qualify ~~our~~as ~~interest~~an ~~expense~~"emerging growth company" as defined in the Securities Act, ~~leverage~~as modified by the JOBS Act, and ~~debt~~are ~~service~~eligible ~~requirements~~to iftake weadvantage ~~incur~~of ~~additional~~certain ~~debt~~exemptions tofrom invarious ~~connection~~reporting ~~with~~requirements, including the ~~obligations~~auditor ~~that~~attestation werequirements ~~will~~under ~~assume~~Section ~~under~~404(b) of the toSarbanes-beOxley Act, say-~~assigned~~on-pay ~~SLG~~voting ~~agreements~~requirements, ~~which~~and reduced executive compensation disclosure obligations. Even after we no longer qualify as an emerging growth company, ifwe ~~assumed~~may bystill usqualify as a "smaller reporting company," which would ~~result~~allow inmany ~~our~~of ~~becoming~~ the ~~prime~~same ~~contractor~~exemptions. ~~thereunder;~~We ●have ~~Assume~~elected ~~unexpected~~not ~~liabilities~~to ~~for~~opt ~~which~~out ~~SLG~~of ~~has~~the ~~not~~extended ~~agreed~~transition toperiod ~~indemnify~~for uscomplying ~~sufficiently~~with new or ~~for~~revised ~~which~~accounting ~~SLG~~standards. ~~does~~Investors ~~not~~may ~~have~~find ~~the~~our ~~resources~~common tostock ~~indemnify~~less ~~us;~~attractive ~~and~~because ●we ~~Record~~rely ~~goodwill~~on ~~and~~these ~~non-amortizable~~exemptions, ~~intangible~~which ~~assets~~may ~~that~~result ~~are~~in ~~subject~~a toless ~~impairment~~active ~~testing~~trading market and ~~potential~~more ~~impairment~~volatile ~~charges~~stock price.

~~There~~Risks isRelated ~~no assurance that we will be able~~ to ~~integrate becoming the prime contractor under the to-be-assigned SLG agreements into our business model, which could then result in significant disruption to our business.~~Taxation

~~Our~~Unanticipated ~~inability~~changes ~~to integrate the to-be-assigned SLG agreements, which, if assumed by us, would result~~ in ~~our~~effective ~~becoming~~tax ~~the~~rates ~~prime~~or ~~contractor~~adverse ~~thereunder,~~outcomes ~~could~~resulting ~~impede us~~ from ~~realizing~~examination ~~all the benefits~~ of ~~the~~our ~~possible~~income ~~assignments.~~or ~~The~~other ~~integration~~tax ~~process~~returns ofcould ~~the~~adversely ~~to-be-assigned~~affect ~~SLG agreements, which, if assumed by us, would result in~~ our ~~becoming~~results ~~the prime contractor thereunder, may disrupt our current business model~~ of ~~being~~operations aand ~~significant~~financial ~~subcontractor on many projects rather than the prime contractor itself~~condition. The role of prime contractor has certain significant benefits regarding bidding for future contracts, but carries with it a significant administrative burden that currently we may not be able to fulfill successfully.

~~There~~We ismay nobe ~~assurance~~subject ~~that~~to ~~any~~taxes by the U.S. and foreign tax authorities. Our future effective tax rates could be subject to volatility or ~~all~~adversely ~~the~~affected ~~counterparties~~ by a number of factors, including allocation of expenses to and among different jurisdictions, changes in the ~~to-be-assigned~~valuation ~~SLG~~of ~~agreements~~our deferred tax assets and liabilities, ~~which~~the expected timing and amount of the release of any tax valuation allowances, iftax weeffects ~~are~~of ~~able~~stock-based compensation, costs related to ~~assume~~intercompany restructurings, ~~would~~changes ~~result~~in tax laws, treaties, regulations, or interpretations thereof, and lower than anticipated future earnings in ~~our~~jurisdictions ~~becoming~~where ~~the~~we ~~prime~~have ~~contractor~~lower ~~thereunder~~statutory tax rates. In addition, ~~will~~ ~~permit~~we ~~such~~may ~~assignment~~be bysubject ~~SLG~~to audits of our income, sales and ~~assumption~~other taxes by ustaxing authorities, and outcomes from these audits could have an adverse effect on our operating results and financial condition.

WeChanges ~~have~~in notax ~~reason~~laws toor ~~believe~~regulations that ~~any~~are ofapplied ~~the~~adversely ~~counterparties will not approve the prospective assignments of the SLG agreements; however, because the terms of each of the agreements that SLG has agreed~~ to ~~assign to~~ us has a provision that provides the counterparty to such agreement with a right to approve an assignment prior to its effectiveness (even though we are known to each applicable counterparty as the prime subcontractor), we cannot provide any assurance that any or ~~all~~our ofcustomers ~~the~~may ~~counterparties~~materially ~~will~~adversely ~~provide~~affect ~~approval~~our ~~of the proposed assignments. Nevertheless~~business, ~~without those approvals~~prospects, wefinancial ~~would continue~~condition ~~as the prime subcontractor under each of the agreements~~ and, ~~pursuant~~operating ~~to the provisions of the SLG Assignment Agreement, SLG and we would reduce the consideration that we would otherwise tender to SLG~~results.

~~There~~New isincome, nosales, ~~assurance~~use ~~that~~or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, or interpreted, changed, modified or applied adversely to us or our customers. For example, the One Big Beautiful Bill Act ("OBBBA"), enacted on July 4, 2025, significantly changed the U.S. tax landscape by implementing revisions to key business tax provisions, including the reinstatement of bonus depreciation deductions, the restoration of earnings before interest, tax, depreciation and amortization ("EBITDA")-~~be-assigned SLG~~based ~~agreements~~business interest expense limitations, ~~which~~expanded rules related to deductibility of executive compensation, ifand ~~assumed~~changes byrelating usto the computation of certain taxes in respect of non-U.S. activities. The long-term effects of OBBBA on our results of operations and cash flows remain uncertain and could be significant. Additionally, ~~would~~the ~~result~~Organization for Economic Cooperation and Development has announced the "Pillar Two" accord to set a minimum global corporate tax rate, which is being or may be implemented in many jurisdictions. If countries amend their tax laws to adopt all or part of the OECD guidelines, this may increase tax uncertainty and increase our ~~becoming~~tax obligations. To the ~~prime~~extent ~~contractor~~that ~~thereunder~~any changes in tax laws have a negative impact on us, ~~will~~our ~~perform~~suppliers, asor ~~expected~~our customers, these changes may materially and adversely affect our business.

There is no assurance that the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, will continue to operate at current or historic levels. Although we have no reason to believe otherwise, that is the same risk that we face as the prime subcontractor for such agreements; however, as the prime contractor under such agreements, our costs would be higher than they currently are.21

~~Our~~Table ~~insurance~~of ~~policies are expensive and protect us only from some business risks, which will leave us exposed to significant uninsured liabilities.~~Contents

WeOur ~~carry~~ability ~~insurance~~to ~~for~~use ~~most~~certain ~~categories~~tax ofattributes ~~risk that our business~~ may encounter; however, we may not have adequate levels of coverage. We currently maintain general liability, property, workers’ compensation, clinical study, products liability and directors’ and officers’ insurance, along with an umbrella policy. We may not be ~~able to maintain existing insurance at current~~ or ~~adequate~~become ~~levels~~subject ~~of coverage. Any significant uninsured liability may require us~~ to ~~pay substantial amounts, which would adversely affect our cash position and results of operations~~limitation.

~~Risks~~Generally, ~~Related~~U.S. tofederal ~~Securities~~net ~~Markets~~operating losses may be carried forward indefinitely and ~~Investment~~ may offset up to 80% of taxable income in each year. However, our ability to use federal NOL carryforwards and certain other tax attributes to offset future taxable income may be limited. Our ~~Common~~ability ~~Stock~~to use these tax attributes depends on many factors, including future taxable income, the timing of which is uncertain. In addition, our ability to use NOL carryforwards and other tax attributes may be subject to significant limitations under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state tax law.

~~Cycurion~~General ~~has~~Risk ~~no current plans to pay dividends on its shares of common stock.~~Factors

~~Cycurion~~Macroeconomic ~~does~~conditions, ~~not~~including ~~anticipate~~inflation, ~~paying~~rising ~~any~~interest ~~cash~~rates, ~~dividends in~~and ~~the~~economic ~~foreseeable~~uncertainty, ~~future.~~could Ifadversely ~~Cycurion~~affect ~~incurs~~our ~~indebtedness~~business, inour ~~the~~clients’ ~~future to fund its future growth~~budgets, ~~its~~and ~~ability~~our tocost ~~pay dividends may be further restricted by the terms of such indebtedness~~structure.

IfOur webusiness ~~fail~~and operating results are sensitive to ~~maintain~~general ~~proper~~macroeconomic conditions. Periods of economic slowdown, recession, or heightened uncertainty may cause government customers to reduce, delay, or reprioritize spending on IT and ~~effective internal~~cybersecurity ~~control~~services, ~~over~~which ~~financial~~could ~~reporting~~result in the ~~future,~~reduced demand for our ~~ability~~solutions, tolonger ~~produce~~sales ~~accurate~~cycles, or delays in contract awards and ~~timely~~renewals. ~~financial~~In ~~statements~~addition, ~~could~~inflation behas ~~impaired~~increased, ~~which~~ ~~could~~and ~~harm~~may continue to increase, our operating ~~results~~costs, ~~investors’~~particularly ~~views~~labor costs, which represent the largest component of usour cost of revenue. Our ability to offset such increases through price adjustments may be limited under existing contracts or competitive market conditions. Rising interest rates may also increase our borrowing costs, ~~and~~reduce access to capital, asor aplace ~~result~~additional pressure on our liquidity. These macroeconomic factors, ~~the~~individually ~~value~~or ofcollectively, could materially adversely affect our ~~common~~revenue, ~~stock~~margins, cash flows, and overall financial performance.

~~Pursuant~~If tosecurities Section 404 of the Sarbanes-Oxley Act, our management will be required to report upon the effectiveness of our internal control over financial reporting beginning with the annual report for our fiscal year ending December 31, 2024. When and if we are a “large accelerated filer” or anindustry ~~“accelerated filer”~~analysts ~~and~~do ~~are~~not nopublish ~~longer~~research ~~an “emerging growth company”~~ or ~~“smaller~~reports ~~reporting~~about ~~company~~us,” 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~~publish ~~reporting~~negative ~~company~~reports, 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~~share ~~control~~price ~~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~~volume ofcould ~~our common stock may~~ decline.

18The trading market for our common stock depends in part on the research reports and opinions published by securities or industry analysts. We do not have any control over whether analysts initiate, maintain, or discontinue coverage of our Company, nor over the content of any reports they publish. If analysts do not publish research about us, the market price and trading volume of our common stock could decline. In addition, if our financial or operating performance fails to meet analysts' expectations or published estimates, our stock price could experience increased volatility or a sustained decline, and our visibility in the public markets could be reduced.

WeItem ~~are~~1B. anUnresolved ~~emerging~~Staff ~~growth company, and the reduced reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.~~Comments

We are an emerging growth company and 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, only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 reduced disclosure obligations regarding executive compensation in this Annual Report and our periodic reports and proxy statements, exemptions from the requirements of holding non-binding advisory votes on executive compensation and seeking stockholder approval of any golden parachute payments not previously approved and not being required to adopt certain accounting standards until those standards would otherwise apply to private companiesNone. We could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of this offering, although circumstances could cause us to lose that status earlier, including if we become a large accelerated filer (in which case we will cease to be an emerging company as of the date we become a large accelerated filer, which, generally, would occur if, at the end of a fiscal year, among other things, the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), if we have total annual gross revenue of $1.235 billion or more during any fiscal year (in which cases we would no longer be an emerging growth company as of March 31 of such fiscal year), or if we issue more than $1.0 billion in non-convertible debt during any three year period before that time (in which case we would cease to be an emerging growth company immediately). Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in this Annual Report and our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

~~Cycurion~~Item will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make Cycurion’s securities less attractive to investors and may make it more difficult to compare Cycurion’s performance to the performance of other public companies1C. Cybersecurity

~~Cycurion~~Risk ~~will~~Management ~~qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, Cycurion will be eligible for~~ and intends 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 it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley 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 its periodic reports and proxy statements. Cycurion will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of common stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period, or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of its predecessor’s IPO. In addition, Section 107 of 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 Section 7(a)(2)(B) of the Securities Act as long as Cycurion is an emerging growth company. An emerging growth company can therefore delay the adoption of certain 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, Cycurion 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 Cycurion will rely on these exemptions, which may result in a less active trading market for our common stock and its price may be more volatile.Strategy

~~Our~~Cycurion ~~common~~has ~~stock~~established ~~price~~policies ~~may~~and beprocesses ~~volatile~~for assessing, identifying, and as amanaging ~~result~~material ~~you~~risks ~~could~~from ~~lose~~cybersecurity ~~all~~threats. Cycurion has designed and implemented cybersecurity policies and procedures intended to protect its information systems and sensitive information assets. These policies encompass information systems that are owned, operated, maintained, or ~~part~~controlled ofby ~~your~~Cycurion, ~~investment~~as well as external systems and service providers that interact with Company systems.

InCycurion’s ~~addition~~cybersecurity toprogram ~~volatility~~includes ~~associated~~safeguards ~~with~~designed ~~equity securities in general, the value of your investment could decline due~~ to ~~the~~protect ~~impact~~sensitive ofinformation, ~~any~~including ofControlled ~~the~~Unclassified ~~following~~Information ~~factors~~("CUI"), ~~upon~~where ~~the market price of our shares of common stock:~~applicable.

●Our ~~disappointing~~cybersecurity ~~results~~program ~~from~~is ~~our~~a ~~development~~collaborative ~~efforts;~~effort ●requiring ~~decline~~the inparticipation ~~demand for our shares~~ of ~~common~~management, ~~stock;~~employees, ●contractors, ~~downward~~vendors, ~~revisions~~and inother ~~securities~~relevant ~~analysts’~~third ~~estimates~~parties. orPersonnel ~~changes~~with inaccess ~~general~~to ~~market~~Company ~~conditions;~~systems ●are ~~technological~~responsible ~~innovations~~for bycomplying ~~competitors~~with orCycurion's ininformation ~~competing~~security ~~products;~~policies ●and ~~investor~~for ~~perception~~reporting ofsuspected ~~our~~security ~~industry~~incidents or ~~our prospects; and ● general economic trends~~vulnerabilities.

~~Stock~~Cycurion ~~markets~~maintains ina ~~general~~cybersecurity ~~have~~program ~~experienced~~designed ~~extreme price~~to align with recognized industry standards and ~~volume~~cybersecurity ~~fluctuations~~frameworks, including the National Institute of Standards and Technology ("NIST") cybersecurity guidance and of the ~~market~~CMMC ~~prices~~framework established by the U.S. Department of ~~securities~~Defense ~~have~~for ~~been~~the ~~highly~~protection ~~volatile~~of CUI. ~~These~~Cycurion's ~~fluctuations~~cybersecurity ~~are~~policies, ~~often~~procedures, ~~unrelated to~~and ~~operating~~operational ~~performance~~safeguards incorporate security control objectives consistent with NIST and ~~may~~CMMC ~~adversely~~practices ~~affect~~designed ~~the~~to ~~market~~protect ~~price~~sensitive ofinformation ~~our~~processed, ~~shares~~stored, ofor ~~common~~transmitted ~~stock~~within Company systems.

~~Potential future sales pursuant to registration rights granted by the Company and under Rule 144 may depress the market price for our shares of common stock.~~22

~~The~~Table ~~Company has granted a number~~ of its 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 Rule 144 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 of Rule 144, may thereafter sell 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 the provisions of Rule 144. The possible future sale of our shares by our existing stockholders, pursuant to and in accordance with the provisions of Rule 144, may have a depressive effect on the price of our Shares of common stock in the applicable trading marketplace.Contents

19As part of its cybersecurity risk management processes, Cycurion performs periodic cybersecurity risk assessments designed to identify potential threats, vulnerabilities, and risks affecting the confidentiality, integrity, and availability of Company systems and data. Identified risks are evaluated and prioritized based on potential operational and financial impact and are addressed through remediation plans, technical safeguards, or operational controls.

WeCycurion ~~face~~maintains ~~risks~~a ~~related~~vulnerability management program designed to ~~compliance~~help ~~with~~identify ~~corporate governance~~and ~~laws~~remediate security weaknesses within its systems and ~~financial~~infrastructure. ~~reporting~~The ~~standards~~Company conducts periodic vulnerability scans and security assessments and remediation activities are prioritized based on the severity of the issue and the potential impact to operations of information security.

~~The~~Cycurion ~~Sarbanes-Oxley~~also ~~Act,~~employs ascontinuous ~~well~~monitoring ascapabilities ~~related~~intended ~~rules and~~to ~~regulations~~detect ~~implemented by the SEC~~ and ~~the~~evaluate ~~Public~~potential ~~Company~~cybersecurity ~~Accounting~~threats ~~Oversight Board (“PCAOB”), require changes~~ in ~~the corporate~~a ~~governance~~timely ~~practices and financial reporting standards for public companies~~manner. These ~~laws,~~monitoring ~~rules~~activities ~~and~~may ~~regulations,~~include ~~including~~log ~~compliance with~~monitoring, ~~Section~~endpoint ~~404~~detection ~~of the Sarbanes-Oxley Act relating to internal control over financial reporting~~tools, ~~referred~~vulnerability ~~to as Section 404~~scanning, ~~materially increased our legal~~ and ~~financial~~the ~~compliance~~analysis ~~costs~~of security ~~and~~events ~~made~~by ~~some~~designated ~~activities~~security ~~more time-consuming and more burdensome~~personnel.

~~There can~~To behelp noprotect ~~assurance~~endpoint ~~that~~devices, ~~our~~Cycurion ~~common~~uses ~~stock~~endpoint ~~will~~protection ~~continue~~technologies designed to ~~trade~~detect, onprevent, ~~The~~and ~~Nasdaq~~respond ~~Global~~to ~~Market~~malicious oractivity. ~~another~~These ~~national~~tools ~~securities~~provide ~~exchange~~monitoring and alerting capabilities that assist security personnel in identifying and responding to potential cybersecurity incidents.

~~There can~~Cycurion behas noimplemented ~~assurance~~a ~~that~~formal weChange ~~will~~Control beBoard ~~able~~("CCB") toprocess ~~continue~~ to ~~meet~~review ~~The~~and ~~Nasdaq~~approve ~~Global~~system ~~Market~~changes ~~listing~~that ~~standards.~~could Ifaffect wethe ~~are~~security ~~unable~~of toCompany ~~maintain compliance~~systems. ~~with~~Proposed ~~all~~changes ~~applicable~~are ~~listing~~evaluated ~~standards,~~by ~~our~~designated ~~common~~personnel ~~stock~~prior ~~may~~to noimplementation ~~longer~~to beassess ~~listed~~potential oncybersecurity ~~The~~risks ~~Nasdaq Global Market or another national securities exchange~~ and ~~the~~to ~~liquidity~~help ~~and~~ensure ~~market~~that ~~price~~appropriate ofsafeguards ~~our~~remain ~~common~~in ~~stock may be adversely affected~~place.

The Company ~~currently~~also ismaintains (a cybersecurity awareness and ~~from~~training ~~time~~program designed to ~~time~~educate inemployees ~~the~~and ~~recent~~contractors ~~past,~~about ~~the~~cybersecurity risks and their responsibilities in protecting Company ~~has~~systems ~~been)~~and ~~out~~information. ofTraining ~~compliance~~topics ~~with~~may ~~the~~include ~~standards~~phishing awareness, password security, data protection practices, and ~~requirements for~~incident ~~continued~~reporting ~~listing~~procedures. onIn ~~Nasdaq~~addition, Cycurion may conduct periodic simulated phishing exercises to reinforce awareness and promote secure behavior.

~~On April 9, 2025,~~ Cycurion ~~received~~considers ~~written~~cybersecurity ~~notice~~risks ~~received~~associated ~~from~~with ~~the~~third-party ~~Listing Qualifications Department of Nasdaq stating that~~vendors, ~~for~~service ~~the prior 30 consecutive business days~~providers, ~~the~~and ~~closing~~contractors ~~bid~~as ~~price~~part of ~~our~~its ~~common~~broader ~~stock~~cybersecurity ~~had~~risk ~~been~~management ~~below the minimum of $1~~efforts.00 ~~per share required for continued listing on~~ The ~~Nasdaq~~Company ~~Capital~~may ~~Market~~assess ~~under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that we would be afforded 180 calendar days (until October 6, 2025) to regain compliance. In order to regain compliance,~~ the ~~closing~~security ~~bid~~posture ~~price~~ of ~~our~~key ~~common~~third ~~stock must~~parties bethrough atcontractual ~~least $1.00 for a minimum of ten consecutive business days. The notification letter also stated that~~requirements, insecurity ~~the event that we do not regain compliance within the initial 180-day period~~questionnaires, weand ~~may~~other berisk ~~eligible~~management ~~for~~measures andesigned ~~additional 180-day period. If we are not eligible for the additional 180-day period, or if it appears~~ to ~~the~~reduce ~~Nasdaq~~potential staff that we will not be able to cure the deficiency, the Nasdaq Listing Qualifications Department will provide notice after the end of the initial 180-day period that our securities will be subject to delistingexposure. Failure to regain compliance within that 180-day period would result in the delisting of our securities from Nasdaq, although we would have the right to appeal such a delisting to a Nasdaq hearings panel. The Nasdaq notification has no effect at this time on the listing of our common stock.

~~On April~~Company ~~11,~~systems ~~2025,~~and weservices ~~received~~are ~~two~~hosted ~~letters~~in ~~from~~secure ~~the~~cloud ~~Nasdaq Listing Qualifications Department, each addressing a separate compliance deficiency of ours under the Nasdaq Listing Rules~~environments. ~~The~~To ~~first~~protect ~~letter~~these ~~notified us of our deficiency with regard to Nasdaq Listing Rule 5450(b)(2)(A)~~environments, ~~which~~ ~~requires~~Cycurion aemploys ~~company~~security controls such as ~~ours,~~identity ~~whose~~and ~~securities~~access ~~are listed on The Nasdaq Global Market under the “Market Value Standard”~~management, to ~~maintain~~network asecurity ~~minimum Market Value of Listed Securities (an “MVLS”) of $50~~protections,~~000,000.~~ ~~The~~encryption ~~deficiency was caused by our MVLS having been below the minimum level for the prior 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(C)~~technologies, ~~we are entitled to a 180-day period, ending on October 8, 2025, to rectify the deficiency. In order to do so, we must achieve~~ and ~~maintain~~monitoring ~~an MVLS of at~~capabilities ~~least~~designed ~~$50,000,000 or more for a minimum of 10 consecutive business days. Failure~~ to ~~regain~~safeguard ~~compliance within that 180~~cloud-~~day~~based ~~period~~infrastructure ~~would~~and ~~result in the delisting of our securities from Nasdaq, although we would have the right to appeal such a delisting to a Nasdaq hearings panel~~applications. ~~The Nasdaq notification has no effect at this time on the listing of our common stock.~~

~~The second~~Incident letter notified us of our deficiency with regard to Nasdaq Listing Rule 5450(b)(2)(C), which requires a minimum Market Value of Publicly Held Shares (an “MVPHS”) of $15,000,000 for continued listing on the Nasdaq Global Market under the “Market Value Standard”. This deficiency was caused by our MVPHS having been below the minimum level for the prior 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(D), we have 180 calendar days, or until October 8, 2025, to regain compliance, which we can achieve if our MVPHS is at least $15,000,000 for a minimum of 10 consecutive business days. Failure to regain compliance within that 180-day period would result in the delisting of our securities from Nasdaq, although we would have the right to appeal such a delisting to a Nasdaq hearings panel. The Nasdaq notification has no effect at this time on the listing of our common stock.Response

~~To remedy~~Cycurion ~~any~~has ~~deficit~~implemented inan ~~funds~~IT orSecurity ~~stockholder~~Incident ~~equity~~Response inPolicy ~~order~~designed to ~~satisfy~~support ~~Nasdaq’s~~the ~~continuing~~preparation ~~listing standards or other minimum bid price requirements~~for, ifdetection ~~any~~of, we may have to raise additional funding through dilutive equity investments or other external sources; but, there is no certainty such external funding will be available or on acceptable terms, or we may have to conduct reverse stock splits to consolidate our shares of common stock. If we fail to meet Nasdaq’s continued listing requirements and ~~Nasdaq~~response ~~delists our common stock from trading on its exchange and we are not able~~ to ~~list~~cybersecurity our securities on another national securities exchange, we could face significant material adverse consequences, including without limitation a substantial reduction in the liquidity of our common stock, which could further limit our access to capital markets for fundraisingincidents.

~~Nasdaq~~The ~~may~~incident ~~delist~~response ~~our~~process ~~securities~~generally ~~from~~includes ~~trading on~~four ~~its~~phases: ~~exchange~~(i) preparation; (ii) detection and analysis; (iii) containment, eradication, and recovery; (iv) post-incident review.

Our ~~common~~Chief ~~stock~~Information isOfficer ~~listed~~("CIO") onand ~~The~~Information ~~Nasdaq~~System ~~Global~~Security ~~Market and~~Officer ~~our~~("ISSO") ~~warrants~~ are ~~listed~~responsible ~~on The Nasdaq Capital Market. Although we met the minimum initial listing standards of Nasdaq~~ for ~~each of our securities~~developing, ~~which generally only requires that we meet certain requirements relating to stockholders’ equity~~implementing, ~~market capitalization~~coordinating, ~~aggregate~~ ~~market value of publicly held shares,~~ and ~~distribution~~maintaining ~~requirements, we cannot assure you that each of our securities will continue to be listed on Nasdaq in the future. The inability to comply with Nasdaq’~~Cycurion's ~~continued~~cybersecurity ~~requirements~~policies ~~or standards could result in the delisting of either or both classes of our securities, which could have a material adverse effect on our financial condition~~ and ~~could cause the value of the common stock~~procedures, orincluding ~~our~~incident ~~warrants,~~response ~~to decline~~activities.

20The CIO and ISSO also serve as leaders of Cycurion's Incident Response Team ("IRT"). These individuals are responsible for overseeing the response to cybersecurity incidents, coordinating remediation efforts, and ensuring that security monitoring and logging capabilities are enabled across applicable systems.

IfIncident ~~our~~response ~~common~~procedures ~~stock~~include ~~were~~processes tofor ~~be delisted from trading on The Nasdaq Global Market and become quoted on the over-the-counter market and~~identifying, ~~under certain circumstances~~classifying, if the trading price of our common stock were below $5.00 per share on the date the common stock is delisted, trading in our common stock would also be subject to the requirements of certain rules promulgated under the Exchange Act. These rules require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a “penny stock” and ~~impose~~responding ~~various sales practice requirements on broker-dealers who sell penny stocks~~ to ~~persons~~potential ~~other~~cybersecurity ~~than established customers and accredited investors, generally institutions~~incidents. ~~These~~ ~~additional~~Security ~~requirements~~personnel may ~~discourage~~investigate ~~broker-dealers~~suspected ~~from~~incidents, ~~effecting transactions in securities that are classified as penny stocks~~collect, ~~which~~ ~~could severely limit the market price~~ and ~~liquidity~~preserve ofrelevant ~~such~~evidence, ~~securities~~ and ~~the~~coordinate ~~ability~~remediation ofactions ~~purchasers~~designed to ~~sell~~restore ~~such~~normal ~~securities~~system ~~in the secondary market~~operations. ~~A penny stock is defined generally as any non-exchange listed equity security that has a market price of less than $5.00 per share, subject to certain exceptions.~~

~~The~~Cycurion ~~market~~periodically ~~price~~reviews ofand ~~the~~updates ~~Company’s~~its ~~shares of~~incident ~~common~~response ~~stock~~procedures isand ~~likely~~may toconduct beinternal ~~highly~~exercises ~~volatile,~~or ~~and~~simulations ~~you~~designed ~~may~~to ~~lose~~evaluate ~~some~~incident orresponse ~~all of your investment~~readiness.

~~The~~Employees ~~market~~and ~~price~~system ofusers ~~the~~are ~~Company’s~~responsible ~~shares~~for ~~of common~~reporting ~~stock~~suspected iscybersecurity ~~likely~~incidents tosuch beas ~~highly~~malware ~~volatile~~infections, ~~and~~phishing ~~may~~attempts, beunauthorized ~~subject~~access toattempts, ~~wide~~or ~~fluctuations~~other insuspicious ~~response~~activities to adesignated ~~variety~~security ~~of factors, including the following:~~personnel.

● the inability to obtain or maintain the listing of the Company’s 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, Cycurion’s ability to grow and manage growth profitably, and retain its key employees; ● changes in applicable laws or regulations; ● risks relating to the uncertainty of Cycurion’s projected financial information; and23

InTable ~~addition, the equity markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices~~ of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of the Company’s shares of common stock, regardless of the Company’s actual operating performance.Contents

~~Volatility~~If ina cybersecurity incident occurs, management evaluates the ~~Company’s~~nature, ~~share~~scope, ~~price could~~and ~~subject~~potential impact of the ~~Company~~incident to ~~securities~~determine ~~class~~whether ~~action~~the ~~litigation~~incident could materially affect Cycurion's business, operations, or financial condition. This evaluation may involve consultation with internal security personnel, senior management, and legal advisors.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the Company faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business.Governance

AManagement ~~“short~~considers ~~squeeze”~~cybersecurity ~~due~~risk toas apart ~~sudden increase in demand for shares~~ of ~~our~~Cycurion's ~~common~~overall ~~stock~~risk ~~that~~management ~~largely exceeds supply~~ and~~/or~~ ~~focused~~oversight ~~investor~~processes. ~~trading~~Cycurion's inmanagement ~~anticipation~~team, ofincluding athe ~~potential short~~CIO ~~squeeze~~and ~~have led to~~ISSO, ~~may~~is beresponsible ~~currently~~for ~~leading~~the day-to-day implementation, ~~and could again lead to~~assessment, ~~extreme~~and ~~price~~management ~~volatility~~of inCycurion's ~~shares~~cybersecurity ofrisk ~~our~~management ~~common stock~~processes.

~~Investors~~The ~~may~~CIO ~~purchase~~and ~~shares~~ISSO ofoversee ~~our~~Cycurion's ~~common~~cybersecurity ~~stock to~~program ~~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~~work ~~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~~other ~~exposure~~members ~~may have to pay a premium to repurchase shares~~ of ~~our~~management ~~common stock for delivery~~ to ~~lenders~~ ofimplement 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~~maintain ~~price,~~cybersecurity 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 topolicies, ~~may be currently leading to~~procedures, and ~~could~~safeguards ~~again~~designed ~~lead~~ to ~~volatile~~ ~~price~~protect ~~movements~~Company insystems ~~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 declinedata. 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.

~~Increases~~The inCIO ~~market~~and ~~interest~~ISSO ~~rates~~supervise ~~may~~internal ~~cause potential~~cybersecurity ~~investors~~personnel toand ~~seek~~may ~~higher~~coordinate ~~returns~~with ~~and~~external ~~therefore~~cybersecurity ~~reduce~~professionals ~~demand~~or ~~for~~consultants ~~our~~who ~~common~~assist ~~stock,~~with ~~which~~security ~~could~~monitoring, ~~result~~risk inassessments, aand ~~decline~~cybersecurity inprogram ~~our stock price~~improvements.

~~One~~The ofBoard ~~the factors that may influence the price~~ of ~~our~~ ~~common~~Directors ~~stock~~receives isperiodic ~~the~~updates ~~return~~regarding oncybersecurity ~~our common stock (i.e.~~matters, ~~the~~including ~~amount~~information ofrelated ~~distributions as a percentage of the price of our common stock) relative~~ to ~~market~~cybersecurity ~~interest rates. An increase in market interest rates~~risks, ~~which~~threat ~~are~~landscape ~~currently at low levels relative to historical rates~~developments, ~~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~~cybersecurity noprogram ~~current intention to pay any dividends~~activities. 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.

21Cybersecurity risk oversight is integrated into Cycurion's broader enterprise risk management processes. Management periodically provides the Board with updates regarding cybersecurity risk management activities and the effectiveness of cybersecurity controls.

IfOur ~~securities~~Information orSecurity ~~industry~~team, ~~analysts~~led doby ~~not~~our ~~publish research~~Vice orPresident ~~reports~~of ~~about~~Operations, William (Eric) Singleton, is responsible for assessing and managing material cybersecurity risks. Certifications held by the ~~Company~~Information Security team members include (ISC)² CISSP, or(ISC)² ~~publish~~CGRC, ~~negative~~ISACA ~~reports~~CISM, ~~the~~ISACA ~~Company’~~CRISC, CompTIA Security+, CompTIA Security X (CASP+), CompTIA PenTest+, CompTIA CNVP, EC-Council CEH, GIAC GWAPT, (ISC)² CAP, FITSI FITSP, CWAPT, IABF, and AWS Solutions Architect Associate. Mr. Singleton's ~~share~~background ~~price~~includes over 25 years of experience in IT and ~~trading~~Information ~~volume~~Security ~~could~~spanning ~~decline~~federal government and commercial sectors, with expertise in cybersecurity strategy, risk management, compliance frameworks, penetration testing, vulnerability assessment, security control assessment, and FISMA/RMF program oversight. His formal education includes a Bachelor of Science in Computer Science from Northeastern University. Certifications held by Mr. Singleton include the (ISC)² Certified Authorization Professional (CAP), with additional specialized training in Incident Response and Threat Hunting, Offensive Operations, Penetration Testing, Red and BlueTeaming, Continuous Diagnostics and Mitigation (CDM), and Cloud Security.

~~The~~Our ~~trading~~Vice ~~market~~President ~~for the Company’s shares~~ of ~~common~~Operations ~~stock~~provides ~~will~~reports ~~depend,~~to ~~in part, on~~ the ~~research~~Audit ~~and~~Committee ~~reports~~of ~~that~~our ~~securities~~Board orof ~~industry~~Directors ~~analysts~~on ~~publish~~a ~~about~~standing ~~the~~basis ~~Company.~~at ~~The Company~~each ~~does~~Audit ~~not~~Committee ~~have~~meeting, ~~any~~and ~~control~~as ~~over~~otherwise ~~these~~requested ~~analysts.~~by If the ~~Company’s~~Chair ~~financial~~of ~~performance~~the ~~fails~~Audit toCommittee ~~meet analyst estimates~~ or ~~one~~ oras ~~more~~determined ofnecessary ~~the~~by ~~analysts who cover~~ the ~~Company~~VP ~~downgrade its shares~~ of ~~common~~Operations ~~stock~~ or ~~change~~other ~~their~~members ~~opinion,~~of ~~the~~senior ~~Company’s share price would likely decline~~management. IfThe ~~one~~VP ~~or more~~ of ~~these~~Operations ~~analysts~~is ~~cease~~personally ~~coverage~~involved ofin, ~~the~~and ~~Company~~responsible ~~or fail to regularly publish reports on the Company~~for, ~~it could lose visibility in~~ the ~~financial~~risk ~~markets~~assessment, ~~which~~identification, ~~could~~and ~~cause~~management ~~the~~process ~~Company’s~~described ~~share price or trading volume to decline~~above.

~~Volatility~~Cybersecurity inRisk ~~the price of our common stock may subject us to securities litigation.~~Impact

As ~~discussed~~of ~~above,~~ the ~~market~~date ~~for~~of ~~our~~this ~~common~~Annual ~~stock has~~Report, ~~been~~Cycurion ~~characterized~~is ~~recently~~not byaware ~~significant~~of ~~price~~any ~~volatility~~cybersecurity ~~when~~incidents ~~compared to seasoned issuers, and we expect~~ that ~~our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs~~ have ~~often~~materially ~~initiated~~affected ~~securities class action litigation against a company following periods of volatility in the market price of~~ its ~~securities.~~business Westrategy, ~~may~~results ~~in the future be the target~~ of ~~similar~~operations, ~~litigation.~~or ~~Securities~~financial ~~litigation could result in substantial costs and liabilities and could divert management’s attention and resources~~condition.

~~Because~~However, ~~the~~cybersecurity ~~Company~~threats ~~does~~continue ~~not~~to ~~anticipate~~evolve ~~paying any~~in ~~cash~~sophistication ~~dividends~~and infrequency. ~~the~~As ~~foreseeable~~a ~~future~~result, ~~capital~~Cycurion ~~appreciation,~~may ifbe ~~any,~~required ~~would~~to bedevote ~~your~~additional ~~sole~~resources ~~source~~to enhance its cybersecurity protections and maintain the effectiveness of ~~gain~~its cybersecurity risk management processes.

~~The~~Item Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and does not anticipate declaring or paying any cash dividends for the foreseeable future2. ~~As a result, capital appreciation, if any, of the Company’s shares of common stock would be your sole source of gain on an investment in such shares for the foreseeable future.~~Properties

~~The~~We ~~Company’s~~do ~~share~~not ~~price~~own ~~may~~any ~~fluctuate~~properties. Our principal executive office is located at 1640 Boro Place, Suite 420C, McLean, Virginia 22102. Our executive office is shared with our subsidiaries.

~~The~~Due ~~Company’s~~to ~~share~~the ~~price~~nature ~~can~~of beour ~~volatile. Among~~business and the ~~factors~~professional ~~that~~services ~~may~~we ~~affect~~offer, ~~the~~a ~~volatility~~majority of ~~the~~our ~~Company’s~~employees ~~stock~~work ~~price~~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 ~~following:~~future to accommodate our anticipated growth. We believe that such space will be available to us when required and on commercially reasonable terms.

● Speculation in the investment community or the press about, or actual changes in, the Company’s 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 the Company or its 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 the Company’s shares of common stock by large shareholders.24

~~Future~~Table ~~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.Contents

InItem 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 securities3. ~~Upon~~Legal 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.Proceedings

~~Anti-takeover~~Information ~~provisions~~required ~~contained~~for Item 3. is incorporated by reference to the discussion under the heading "Legal Proceedings" in ~~our~~Note ~~charter and~~22 ~~bylaws,~~"Commitments asand ~~well~~Contingencies" asto ~~provisions~~the ofconsolidated ~~Delaware~~financial ~~law,~~statements ~~could~~included ~~impair~~in Item 8. aof ~~takeover~~this ~~attempt~~Form 10-K.

~~Our~~Item ~~charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests~~4. WeMine ~~are~~Safety also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions will include:Disclosures

●Not no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; ● the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death, or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board; and ● a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholdersapplicable.

~~Our~~PART charter provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.II

~~Our~~Item charter provides that, subject to limited exceptions, any (i) derivative action or proceeding brought on our behalf of under Delaware law, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of Cycurion’s stockholders, (iii) any action asserting a claim against Cycurion or any of its directors, officers or other employees arising pursuant to any provision of the DGCL, the charter or the bylaws of Cycurion (in each case, as may be amended from time to time), (iv) any action asserting a claim against Cycurion or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware or (v) any other action asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, in all cases subject to the court’s having personal jurisdiction over all indispensable parties named as defendants shall, to the fullest extent permitted by law, be 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 Delaware5. ~~The~~Market charter also provides that unless a majority of the Board of Cycurion, acting on behalf of Cycurion, consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), the federal district courts of the United States of America, to the fullest extent permitted by law, will be the sole and exclusive forum for ~~the resolution of any action asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of Cycurion’~~Registrant's ~~capital~~Common ~~stock~~Equity, ~~shall~~Related beStockholder ~~deemed~~Matters ~~to have notice of~~ and toIssuer ~~have~~Purchases ~~consented to the provisions~~ of ~~Cycurion’s~~Equity certificate of incorporation described above. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities ~~Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.~~

22Our common stock is currently listed on The Nasdaq Global Market and our warrants on The Nasdaq Capital Market, under the symbols "CYCU" and "CYCUW", respectively.

~~This~~Holders ~~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 Cycurion or its 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 Cycurion and its directors, officers, and employees. Alternatively, if a court were to find these provisions of Cycurion’s amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Cycurion may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect Cycurion’s business and financial condition.Record

~~Cycurion’s~~As ~~business~~of ~~and~~December 31, ~~operations~~2025, ~~could be~~there ~~negatively~~were ~~affected~~approximately if56 itholders ~~becomes~~of ~~subject~~record toof ~~any~~our ~~securities~~outstanding ~~litigation~~shares orof ~~stockholder~~common ~~activism,~~stock. ~~which~~The ~~could~~number ~~cause~~of ~~Cycurion~~holders toon ~~incur significant~~record ~~expense,~~is ~~hinder~~not ~~execution~~representative of ~~business~~the ~~and~~number ~~growth~~of ~~strategy~~beneficial ~~and~~owners ~~impact~~due ~~its~~to ~~stock~~the ~~price~~fact that many shares are held by depositories, brokers, or nominees.

InDividends the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of our common stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the board of directors’ attention and resources from the Cycurion’s business. Additionally, such securities litigation and stockholder activism could give adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, Cycurion may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

~~Risks~~On ~~Related~~November 25, 2025, the Company and iQSTEL, Inc. announced that each company plans to ~~Operating~~distribute $500,000 worth of its own shares as a ~~Public~~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.

~~The~~Cycurion ~~Company’s~~does ~~management~~not ~~team~~anticipate ~~has~~paying ~~limited skills~~any ~~related~~cash dividends in the foreseeable future. If Cycurion incurs indebtedness in the future to ~~experience~~fund ~~managing~~its afuture ~~public~~growth, ~~company~~its ability to pay dividends may be further restricted by the terms of such indebtedness.

~~Most~~Unregistered ~~members~~Sales of ~~the~~Equity Company’s management team 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, the Company is subject to significant obligations relating to reporting, procedures and internal controls, and its management team may not successfully or efficiently manage such obligations. These obligations and scrutiny will require significant attention from the Company’s management and could divert their attention away from the day-to-day management of its business, which could adversely affect its business, financial condition, and results of operations.Securities

~~Cycurion~~On ~~may~~February ~~incur~~14, ~~significantly~~2025, ~~increased costs~~we ~~and~~entered ~~devote~~into ~~substantial~~a ~~management~~pre-funded ~~time~~warrant as("Seward a& ~~result~~Kissel Pre-Funded Warrant") with Seward & Kissel LLP ("Seward & Kissel") for up to 83,333 shares of ~~operating~~common asstock aissuable ~~public~~to ~~company~~Seward & Kissel upon excise of the Seward & Kissel Pre-Funded Warrant. We chose to issue the Seward & Kissel Pre-Funded Warrant in consideration for Seward & Kissel's outstanding legal fees and expenses of approximately $1.3 million.

AsOn aApril ~~public~~7, ~~company~~2025, ~~Cycurion~~we ~~will~~entered ~~incur~~into ~~significant costs~~a ~~related~~pre-funded towarrant ~~legal,~~("Yield ~~accounting,~~Point ~~listing,~~Pre-Funded ~~hiring~~Warrant") ofwith ~~external~~Yield ~~consultants~~Point ~~and~~NY ~~advisors,~~LLC ~~and~~("Yield ~~other~~Point") ~~expenses.~~for ~~For~~up ~~example, it will be subject~~ to ~~the~~150,000 ~~reporting~~shares ~~requirements~~ of ~~the~~common ~~Exchange~~stock ~~Act~~issuable ~~and will be required~~ to ~~comply~~Yield ~~with~~Point ~~the~~upon ~~applicable~~exercise ~~requirements~~ of the ~~Sarbanes-Oxley Act~~Yield ~~and~~Point ~~the Dodd~~Pre-~~Frank~~Funded ~~Wall~~Warrant. ~~Street~~We ~~Reform~~chose ~~and~~to ~~Consumer~~issue ~~Protection Act, as well as rules and regulations subsequently implemented by~~ the ~~SEC~~ ~~and~~Yield ~~Nasdaq,~~Point ~~including~~Pre-Funded ~~the~~Warrant ~~establishment and maintenance of effective disclosure and financial controls, changes~~ in ~~corporate~~consideration ~~governance practices~~for ~~and~~Yield ~~required~~Point's ~~filing~~execution ~~of annual, quarterly~~ and ~~current~~delivery ~~reports with respect to its business and results~~ of ~~operations.~~the ~~Cycurion expects~~Equity ~~that~~Purchase ~~compliance~~Agreement, ~~with~~dated ~~these~~April ~~requirements will increase its legal and financial compliance costs and will make some activities more time-consuming and costly. In addition~~7, Cycurion expects 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 particular2025, ~~the~~between ~~Company~~us ~~expects to incur significant expenses~~ and ~~devote~~Yield ~~substantial~~Point ~~management~~in ~~effort~~lieu ~~toward ensuring compliance with the requirements~~ of ~~Section~~paying ~~404 of~~Yield ~~the~~Point ~~Sarbanes-Oxley Act~~$1,800,000 ~~which~~in ~~will increase when Cycurion is no longer an emerging growth company~~cash. ~~EUDA 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.~~

~~Cycurion~~On ~~also~~December ~~expects~~4, ~~that~~2025, ~~operating~~we asentered into a ~~public company~~securities ~~will~~purchase ~~make~~agreement itArmistice ~~more~~Capital ~~expensive~~Master Fund Ltd. ("Armistice"), pursuant to ~~obtain~~which ~~director~~we ~~and~~agreed ~~officer~~to ~~liability~~sell ~~insurance~~to ~~and~~Armistice ~~the~~an ~~Company~~aggregate ~~may~~of be1,657,460 ~~required~~shares toof ~~accept~~common ~~reduced coverage~~stock, or ~~incur~~pre-funded ~~substantially~~warrants ~~higher~~exercisable ~~costs~~for to$0.0001 ~~obtain~~per ~~coverage.~~share ~~This~~in ~~could~~lieu ~~also~~thereof, ~~make~~and itaccompanying ~~more~~common ~~difficult~~warrants ~~for~~to ~~Cycurion~~purchase up to ~~attract~~3,314,920 ~~and~~shares ~~retain qualified~~of ~~people~~common tostock ~~serve~~in ona ~~its~~private ~~board~~placement, for gross proceeds of ~~directors~~approximately $6 million, ~~its~~before ~~board~~deducting ~~committees~~the orplacement asagent’s ~~executive~~fees ~~officers~~and other estimated offering expenses.

AsIssuer ~~Cycurion~~Purchases continues 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~~Equity ~~opportunities.~~Securities

~~Certain~~The ~~recent~~Company ~~public~~did ~~offerings~~not ofrepurchase ~~companies with~~any ~~public floats comparable to the public float~~ of ~~Cycurion~~its ~~have~~common ~~experienced~~stock ~~extreme~~during ~~volatility that was seemingly unrelated to~~ the ~~underlying~~ ~~performance~~year ofended ~~the~~December ~~respective company. The Company may experience similar volatility~~31, ~~which may make it difficult for prospective investors to assess the value of its shares of common stock~~2025.

The Company’s shares of common stock may be subject to extreme volatility that is seemingly unrelated to the underlying performance of its business. Recently, companies with comparable public floats and public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, the Company’s public float may amplify the impact of the actions taken by a few shareholders on the price of its shares of common stock, which may cause its share price to deviate, potentially significantly, from a price that better reflects the underlying performance of its business. Should the Company’s shares of common stock experience run-ups and declines that are seemingly unrelated to the Company’s actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of the Company’s shares of common stock. In addition, investors in the Company’s shares of common stock may experience losses, which may be material, if the price of the Company’s shares of common stock declines after this offering or if such investors purchase shares of common stock prior to any price decline.25

~~ITEM~~Table ~~1B.~~of ~~UNRESOLVED STAFF COMMENTS~~Contents

~~None.~~2025 Equity Incentive Plan

23In 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 a majority consenting 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. AS of December 31, 2025, 371,020 shares have been issued to ten stockholders under the plan.

~~ITEM~~Retention ~~1C. CYBERSECURITY~~Packages

~~Risk~~On ~~Management~~June 16, 2025, our board of directors approved a retention package for L. Kevin Kelly, Chief Executive Officer, and ~~Strategy~~Alvin McCoy III, Chief Financial Officer, and issued each officer 100,000 shares of Common Stock under our 2025 Equity Incentive Plan on August 4, 2025.

WeOutstanding ~~have~~Equity ~~established~~Awards ~~policies~~at ~~and~~Fiscal processes for assessing, identifying, and managing material risks from cybersecurity threats. We have designed and implemented an Access Control Policy. The policy and supporting procedures encompass all information systems that are owned, operated, maintained, and controlled by the Company and all other information systems, both internally and externally, that interact with these systems. Our cybersecurity program and policies is a collaborative effort, requiring commitment from all personnel, including management, internal employees and users of information systems, along with vendors, contractors, and other relevant third parties.Year-End

~~Our~~We ~~Chief~~did Information Security Officer (“CISO”) and Information System Security Officer (“ISSO”) are responsible for providing overall direction, guidance, leadership, and support for the entire information systems environment, while also assisting other applicable personnel in their day-to-day operations. The CISO and ISSO are to report to other members of senior management on a regular basis regarding all aspects of the organization’s information systems posture. Our internal employees and users are responsible for adhering to the organization’s information security policies, procedures, practices, and not ~~undertaking~~have any ~~measure~~option toawards ~~alter~~or ~~such~~unvested ~~standards~~stock onawards ~~any~~outstanding ~~information~~as ~~systems. Additionally, end users are to report instances~~ of ~~non-compliance~~December ~~to senior authorities~~31, ~~specifically those by other users~~2025. End users – while undertaking day-to-day operations – may also notice issues that could impede the safety and security of our information systems and are to also report such instance immediately to senior authorities. Our vendors, contractor and other third-party entities are responsible for adhering to the organization’s information security policies, procedures, practices, and not undertaking any measure to alter such standards on any such system components.

WeITEM ~~have also implemented an IT Security Incident Response Policy~~6. Incident response preparation comprises of how to respond to incidents and how to protect against and detect computer-related incidents. The process of providing incident response is identified by four distinct phases: (i) preparation; (ii) detection and analysis; (iii) containment, eradication and recovery; and (iv) post-incident activity. Our CISO and ISSO are responsible for developing, implementing, coordinating, and maintaining IT security policy and procedures. These individuals also fill the role of Computer Incident Response Team (CIRT) Leaders. They are responsible for the operations of the system and its applications, including reporting, responding to security incidents, and ensuring that adequate event logging is enabled. Our ISSO is responsible for the security of the system and for ensuring incident response (IR) policy and plan are documented, followed, that the IR plan is tested annually, updated with lessons learned from training exercises and on-going incident handling activities, and periodically reviewed at least on an annual basis. This person also fills the role of Deputy CIRT Leader. Our CISO is responsible for information security within the organization and is responsible for the review and approval of the incident response policy and plan. General end-users and non-CIRT personnel are responsible for actively securing their systems and notifying the CIRT of any suspected information security incident (e.g., potential virus detection, phishing emails, potential malware infection, etc.).[RESERVED]

~~Governance~~26

~~Management~~Table ~~considers cybersecurity risk as part~~ of ~~its~~ overall risk oversight function and reviews policies and procedures relative to both the systems and facility to ensure all requirements are within the Company’s purview to meet, and that appropriate resources have been dedicated or otherwise made available to accomplish, these requirements. Our management team, including our CISO and ISSO, are responsible for day-to-day implementation, assessment, and management our cybersecurity risk assessment and management processes. The CISO and ISO have primary responsibility for our overall cybersecurity risk management program, including monitoring the prevention, detection, mitigation, and remediation of cybersecurity incidents, and works in partnership with our other business leaders. Our CISO and ISO supervise both our internal cybersecurity personnel and any retained external cybersecurity consultants. Our CISO and ISSO have served in various roles in information technology and information security for over 25 years each.Contents

~~The~~Item ~~Board~~7. of Directors receives presentations and reports on cybersecurity, which address a range of topics including recent developments, evolving standards, the threat environment, cybersecurity systems testing and vulnerability assessments, and the Company’Management's ~~practices~~Discussion and ~~policies~~Analysis ~~to manage risks. The CISO and ISSO report to the Board~~ of ~~Directors~~Financial onCondition ~~cybersecurity matters~~ and ~~materials~~Results ~~risks, if any, from cybersecurity threats. The Board~~ of ~~Directors also receive notice of any significant cybersecurity incidents, as well as ongoing updates regarding any such incident until it has been addressed.~~Operations

AsThis ofManagement's ~~the~~Discussion ~~date~~and Analysis of ~~this~~Financial ~~Annual~~Condition ~~Report,~~and weResults ~~are not aware~~ of ~~any~~Operations ~~risks~~should ~~from~~be ~~cybersecurity~~read ~~threats,~~together ~~including~~with asour aaudited ~~result~~consolidated offinancial ~~any~~statements ~~previous~~and ~~cybersecurity~~the ~~incidents,~~related ~~that~~notes ~~have~~thereto ~~materially~~for ~~affected~~ the ~~Company,~~fiscal ~~its~~years ~~business~~ended ~~strategy~~December 31, ~~results~~2025 ofand ~~operations or financial condition. As cybersecurity threats become more sophisticated~~2024, it isincluded ~~reasonably~~in ~~likely~~Item ~~that~~8. weFinancial ~~will~~Statements ~~be required to expend greater resources to continue to modify~~ and ~~enhance~~Supplementary ~~our protective measures~~Data.

~~ITEM~~The 2discussion below contains management's comments on our business strategy and outlook, and such discussions contain forward-looking statements. ~~PROPERTIES~~These forward-looking statements reflect the expectations, beliefs, plans, and objectives of management about future financial performance and assumptions underlying management's judgment concerning the matters discussed, and accordingly involve estimates, assumptions, judgments, and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements, and the discussion below is not necessarily indicative of future results. Factors that could cause or contribute to any differences include, but are not limited to, those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in "Item 1A. Risk Factors" and in "Special Note Regarding Forward-Looking Statements" at the beginning of this Form 10-K.

WeGeneral ~~do not own any properties. Our principal executive office is located at 1640 Boro Place, Fourth Floor, McLean, Virginia 22102. Our executive office is shared with our subsidiaries,~~ and ~~houses~~ ~~our~~Business ~~management team, cybersecurity engineers, support staff, and sales and customer service teams.~~Overview

~~Due~~We towere ~~the~~originally ~~nature~~incorporated ofas ~~our~~KAE ~~business~~Holdings, ~~and~~Inc., under the ~~professional services~~laws weof ~~offer,~~the aState ~~majority~~ of ~~our~~Delaware ~~employees~~in ~~work~~2017, onwith ~~client~~the ~~sites~~purpose orof ~~remotely.~~acquiring ~~Our~~and ~~offices~~holding dooperating ~~not~~entities ~~require~~in ~~any~~the ~~state~~cybersecurity ~~or regulatory permits~~industry. We ~~currently~~On ~~believe~~July ~~that~~14, ~~our existing facilities are suitable~~2020, ~~but~~ we ~~may~~changed ~~need~~our ~~additional~~corporate ~~space~~name infrom ~~the~~KAE ~~future~~Holdings, Inc. to ~~accommodate~~Cyber ~~our~~Secure ~~anticipated growth~~Solutions, Inc., Weand, ~~believe~~on ~~that~~February ~~such~~24, ~~space~~2021, ~~will be available~~ to usCycurion, ~~when required and on commercially reasonable terms~~Inc.

~~ITEM~~We 3have two first-tier wholly-owned subsidiaries, Cycurion Sub, Inc. ~~LEGAL~~(formerly ~~PROCEEDINGS~~Cycurion, Inc., until February 14, 2025) and Cycurion Crypto, a Delaware corporation formed in July 2025, and three indirectly wholly-owned second-tier subsidiaries: (i) Axxum, a Virginia limited liability company formed in December 2006, (ii) 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, a leading Israeli-based cybersecurity provider.

OnWe ~~October~~deliver 30high-quality, ~~2020,~~cybersecurity ~~the~~solutions ~~former~~to ~~owners~~federal ~~of Cloudburst~~government ~~filed a Complaint in the Circuit Court of Fairfax County~~civilian, ~~Commonwealth of Virginia~~defense, ~~styled, Andrea Suzara Bennett~~ and ~~Adam~~ W.judiciary ~~Bennett~~agencies Plaintiffs v. KAE Holdings, Inc., Case No. 2020 17025. In the Complaint, plaintiffs alleged the following counts: Breach of Contract — Andrea Bennett and Breach of Contract — Adam Bennett. Plaintiffs are seeking compensatory damages in ~~the~~addition ~~aggregate~~to ~~amount~~commercial ofclients ~~approximately~~across ~~$1,000,000~~a ~~plus~~variety ~~interest. On January 15, 2021, we answered the Complaint, denied the allegations, and alleged certain counterclaims: (i) Breach~~ of ~~Contract — all Counterclaim Defendants, (ii) Fraudulent Inducement — All Counterclaim Defendants, and (iii) Breach of Contract — Adam Bennett~~industries. We ~~are seeking damages in an amount to be determined at trial~~, ~~but~~through ~~no less than $2,800,000, recission of the promissory notes that we issued in connection with~~ our ~~purchase~~operating ofsubsidiaries ~~Cloudburst~~and ~~from~~strategic ~~the plaintiffs~~partnerships, ~~punitive~~ ~~damages~~have ofnumerous ~~$350,000,~~prime and ~~temporary~~subcontracts ~~and~~with ~~permanent~~key ~~injunctive~~government ~~relief~~agencies. OnOur ~~April~~growth ~~20,~~engine ~~2022,~~is wedriven ~~settled~~by ~~the~~organic ~~litigation~~business ~~for~~solutions ~~a payment of $200,000 in exchange for the Counterclaim Defendants to us for cancellation (i) the $900,000 promissory notes~~ and ~~(ii) 186,048~~strategic ~~shares~~acquisitions of ~~our~~cyber/ ~~common~~infrastructure ~~stock,~~service ~~which we had issued to them in connection with their sale of Cloudburst to us in April 2019~~providers. ~~As of the date of this Annual Report, this case has been settled.~~

24Our Subsidiaries

OnCycurion ~~February 1~~Sub, ~~2024, JPI Technologies, LLC filed a complaint in the Circuit Court of Fairfax County, Virginia, styled JPI Technology, LLC, Plaintiff, v~~Inc. Axxum Technologies, LLC, Defendant, Case No. 2024-01774. Plaintiff alleged the breach of a settlement agreement and sought damages in the amount of $126,000. Subsequent to the date of filing of the Complaint, Defendant (a wholly-owned subsidiary of ours) has made certain payments to Plaintiff in connection with the Settlement Agreement and denies that it owes the amount alleged in the Complaint. In connection with the settlement agreement, Defendant executed and delivered a Judgment Order in the unpaid settlement amount, interest thereon at the annual rate of 6%, and attorneys’ fees and costs. As of the date of this Annual Report, this case has been settled.

OnWe ~~March~~own ~~21,~~our ~~2024,~~operating ~~Unique~~subsidiaries ~~Funding~~through ~~Solutions~~Cycurion ~~LLC filed a complaint in the Circuit Court of Fairfax County, Virginia, styled Unique Funding Solutions LLC, Plaintiff v~~Sub. ~~Cycurion~~, Inc., ~~d/b/~~a ~~fka~~ ~~Cyber~~Delaware ~~Secure~~corporation ~~Solution~~that, ~~Axxum~~until ~~Technologies~~the ~~LLC,~~closing ~~Cycurion~~date ~~Innovation,~~of ~~Inc.,~~the ~~Cloudburst Security LLC~~de-SPAC, ~~Emmit~~was ~~Jones~~known ~~McHenry,~~as ~~Kurt~~"Cycurion, ~~McHenry, and Avin McCoy, Case No~~Inc." ~~CL2024-0004073.~~We ~~Plaintiff~~continue ~~alleged that the entity defendants entered into a future receipts/receivables agreement with Plaintiff, pursuant~~ to ~~which~~conduct ~~the~~our ~~entity~~business ~~Defendants~~through ~~became obligated to pay to Plaintiffs approximately $490,000. Plaintiff also alleged that~~ the ~~individual~~three ~~Defendants~~below-described ~~personally guaranteed the obligations of the entity Defendants. Plaintiff further alleged that all Defendants defaulted in the performance of their respective agreements~~entities, which ~~became~~are ~~the~~now ~~subject~~indirectly ofwholly-owned asecond-tier ~~settlement~~subsidiaries ~~agreement~~by ~~in the~~virtue ~~amount~~ of ~~approximately $430,000, with a weekly payment schedule. Defendants deny~~ the ~~allegations~~recent ~~set~~closing ~~forth in the complaint and the matter is now in the discovery phase~~ of ~~litigation. As of~~ the ~~date~~de-SPAC ~~of this Annual Report, this case has been settled~~transaction.

OnCycurion ~~July~~Crypto ~~29, 2024, Object3, LLC initiated an arbitration proceeding with the American Arbitration Association, styled Object3, LLC, Claimant, v~~Inc. Cloudburst Security, LLC, Respondent, Case No. 01-24-0006-9906. The Claimant made claims for unpaid consulting services and associated costs, fees, and interest for the prior 12-month period in the aggregate amount of approximately $228,000. Defendant (a wholly-owned subsidiary of ours) denies that it owes such amount to Claimant. The arbitration is in the early stages and, as of the date of this Annual Report, we are in negotiations to settle this case.

WeOur ~~know~~direct ofwholly-owned nosubsidiary, ~~other~~Cycurion ~~material~~Crypto, ~~pending~~a ~~legal~~Delaware ~~proceedings to~~corporation, ~~which~~was weformed orin ~~any~~July of2025 ~~our~~as ~~subsidiaries~~part ~~is a party or to which any~~ of our ~~assets~~strategic orinitiative ~~properties,~~to orposition the ~~assets~~Company orwithin ~~properties~~the ofexpanding ~~any~~digital ~~of our~~asset ~~subsidiaries,~~ecosystem ~~are subject~~ and, towill ~~the~~manage ~~best~~a ofcrypto ~~our knowledge, no adverse legal activity is anticipated or threatened~~treasury. ~~In addition, we do not know of any such proceedings contemplated by any governmental authorities.~~

WeAxxum ~~know~~Technologies 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.LLC

~~ITEM~~Organized 4in 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. ~~MINE~~We ~~SAFETY~~acquired ~~DISCLOSURES~~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.

~~Not~~Cloudburst ~~Applicable.~~Security LLC

~~PART~~Cloudburst IIis 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.

~~ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~27

~~Market~~Table ~~Information~~of ~~for Common Stock~~Contents

~~Our~~Cycurion ~~common stock is currently listed on The Nasdaq Global Market and our warrants on The Nasdaq Capital Market~~Innovation, ~~under the symbols “CYCU” and “CYCUW”, respectively~~Inc. ~~On April 14, 2025, the closing sale price of our common stock was $0.50 per share.~~

~~Holders~~Cycurion Innovation, Inc. was formed in connection with our acquisition of ~~Record~~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 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, Application Program Interfaces ("APIs"), and backend services from malicious bot traffic that fuels common automated attacks, such as 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. This process is directed by our Cycurion Security Platform's proprietary, cloud-based 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.

AsMaster ofService ~~April~~Agreement ~~17,~~with ~~2025~~SLG Innovation, ~~there were approximately 37 holders of record of our common stock~~Inc. ~~Such numbers do not include beneficial owners holding our securities through nominee names.~~

~~Dividend~~The ~~Policy~~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.

~~Cycurion~~The ~~does~~SLG ~~not~~team ~~anticipate~~has ~~paying~~worked ~~any~~nationally, ~~cash~~as ~~dividends in~~it ~~the~~has ~~foreseeable~~served ~~future~~over 25 Department of Health and Human Services agencies, all 50 state governments, and over 250 local governments. IfSince ~~Cycurion~~SLG's ~~incurs~~inception, ~~indebtedness~~it has primarily focused on customers in the ~~future~~middle of the country. The team of professionals has successfully delivered information technology, project management, and subject matter services to ~~fund~~key ~~its~~health ~~future~~and ~~growth~~human service projects, ~~its~~including, ~~ability~~but not limited to, ~~pay~~state ~~dividends~~Medicaid ~~may be~~programs ~~further~~in ~~restricted~~Illinois, byIndiana, Nebraska, and Tennessee, the ~~terms~~Indiana Division of ~~such~~Aging, ~~indebtedness~~Illinois Early Intervention, the University of Illinois Division of Specialized Care for Children, the Multiple Myeloma Research Foundation, and many more.

~~Unregistered~~We ~~Sales~~established a subcontractor — prime contractor relationship with SLG in the fall of ~~Equity~~2019, ~~Securities~~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.

~~None~~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.

~~Issuer~~RCR ~~Purchases~~Acquisition ~~of Equity Securities~~ 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 ~~Company~~RCR ~~did~~Term ~~not~~Sheet ~~repurchase~~contemplates ~~any~~a transaction, pursuant to which RCR will sell to Cycurion all of ~~its~~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 ~~during~~to RCR as a result of the ~~year~~consummation ~~ended~~of ~~December~~the 31transaction contemplated by the RCR Term Sheet pursuant to the Securities Purchase Agreement, ~~2024~~dated September 25, 2025.

~~ITEM~~The 6foregoing 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 Annual Report on Form 10-K as Exhibit 10.13 ~~[RESERVED]~~and the full text of the RCR Term Sheet amendments, a copy of each of which are filed as an exhibit to this Annual Report on Form 10-K 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.

2528

~~ITEM~~Table 7.of ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Contents

~~Throughout~~Acquisition ~~this section,~~of ~~unless otherwise noted, “we,” “our,” “us,” “Cycurion” and the “Company” refer to Cycurion, Inc.~~Technology

~~You should~~On ~~read~~September ~~the~~30, ~~following~~2021, ~~discussion~~we ofacquired ~~our~~certain ~~financial~~technology ~~condition~~assets ~~and results~~ of ~~operations~~Sabres, ina ~~conjunction~~leading ~~with our financial statements and the notes included elsewhere in this annual report. The following discussion contains forward~~Israeli-~~looking~~based ~~statements~~cybersecurity ~~that involve certain risks and uncertainties~~provider. ~~Our~~As ~~actual~~part ~~results~~of ~~could~~the ~~differ~~asset ~~materially~~purchase ~~from~~agreement, ~~those~~we ~~discussed~~acquired inMulti-Dimensional ~~these~~Protection ~~statements.~~("MDP"), ~~Factors~~WAF ~~that could cause or contribute to these differences include those discussed below~~ and ~~elsewhere~~Bot inMitigation ~~this~~SaaS ~~annual report~~platforms, ~~particularly under the “Risk Factors”~~ and ~~“Disclosure~~their ~~Regarding~~associated ~~Forward-Looking~~intellectual ~~Statements” sections~~property.

~~Management’~~Our Cycurion Security Platform's ~~plans~~ (formerly Sabres') line of products allows our customers to improve their cyber posture with its MDP SaaS platform. This platform efficiently bundles and ~~basis~~easily implements the external protection of ~~presentation:~~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 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. 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. 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.

~~We were~~Our ~~incorporated~~Cycurion inSecurity ~~Delaware~~Platform's in(formerly ~~2017~~Sabres') asline ~~KAE~~of ~~Holdings,~~products ~~Inc~~provides solutions for substantially all web application security needs. These products provide solutions, whether a client is in need of a web application firewall to comply with regulations and ensure it has a first line of defense against the ~~purpose~~hazards that the internet can present or is in need of ~~acquiring~~enterprise-level ~~operating~~products ~~entities~~that empower SOC teams and security management. Our Cycurion Security Platform's constantly survey a client's data to detect security issues in need of attention, send automatic updates, and provide the ~~cybersecurity~~client ~~industry~~with a complete database of rules and threats.

~~Effective July~~We ~~14,~~have ~~2020,~~integrated the technology assets that we ~~changed~~acquired from Sabres (which now constitutes our ~~corporate~~Cycurion ~~name~~Security ~~from~~Platform) ~~KAE~~into ~~Holdings,~~our ~~Inc~~Managed Security Services Practice. toWe ~~Cyber~~believe ~~Secure~~that ~~Solutions,~~the ~~Inc.,~~platform will enhance our service offerings and, onassist ~~April~~with ~~24,~~the ~~2021,~~expansion toof ~~Cycurion, Inc~~our commercial business. OnOur ~~February~~dedicated ~~14,~~support ~~2025,~~team will manage the ~~date~~Sabres ofplatform, ~~closing~~provide ofreal ~~our~~time ~~de-SPAC~~reporting, ~~transaction~~response to security incidents, weand ~~merged~~will ~~into~~manage ~~Western~~all ~~Acquisition~~data ~~Ventures Corp.~~privacy ~~and~~needs ~~changed~~from ~~that~~a ~~company’s~~single ~~name~~security toinformation ~~Cycurion,~~and ~~Inc~~event management SaaS platform dashboard.

~~Our Business~~29

~~We deliver~~Table ~~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.Contents

~~For~~Financial ~~a description of our Business, please see “Item 1. Business.”~~Overview

~~Our Subsidiaries~~A number of factors have contributed to our fiscal year 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.

~~Cycurion Sub,~~•The execution of the SLG Innovation Inc. transaction.

~~Our~~•The ~~operating~~completion ~~subsidiaries are wholly owned by 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~~combination ~~three~~with ~~below-described~~Western ~~entities,~~Acquisition ~~which~~Ventures ~~are now indirectly wholly-owned second-tier subsidiaries by virtue of the recent closing of the de-SPAC transaction~~Corp.

~~Axxum Technologies~~Results ~~LLC~~of Operations

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.


Table MD&A 1: Consolidated Results of Operations
	For the Year Ended December 31,
	2025			2024
Net revenues	$	15,133,647		$	17,771,485
Cost of revenues	13,521,329			14,136,742
Gross profit	1,612,318			3,634,743
Gross profit percentage	10.7		%	20.5		%
Operating expenses:
Selling, general and administrative expenses	9,258,199			1,208,630
Stock compensation expenses	3,898,867			10,000
Business combination expenses	11,870,114			—
Total operating expenses	25,027,180			1,218,630
Operating (loss)/income	(23,414,862)			2,416,113
Interest income	27,538			20,211
Interest expense	(1,763,831)			(1,209,502)
Gain on debt settlement, net	1,221,635			—
Other (expense)/income	(129,564)			2,779
Other expense, net	(644,222)			(1,186,512)
(Loss)/income before income taxes	(24,059,084)			1,229,601
Provision for income tax	—			—
Net (loss)/income	(24,059,084)			1,229,601
Less: Net loss attributable to non-controlling interest	393,376			—
Net (loss)/income attributable to Cycurion	$	(23,665,708)		$	1,229,601

~~Axxum’s information security focus produces several key benefits:~~Revenue

●Revenues ~~Agile~~for ~~Client~~the ~~Focus:~~year ~~Axxum’s~~ended ~~projects are overseen directly by its program managers~~December 31, ~~all~~2025 ofdecreased ~~whom~~$2.6 ~~have~~or ~~information~~14.8% ~~security~~compared ~~backgrounds and are fully authorized~~ to ~~promptly implement client requirements throughout~~ the ~~performance~~year ~~life~~ended ~~cycle~~December 31, 2024. ●We ~~Streamlined~~attribute ~~and~~this ~~Process~~decrease ~~Focused:~~in ~~Axxum’s~~the ~~streamlined~~revenues ~~infrastructure~~in ~~leverages~~2025 ~~ISO~~compared ~~quality~~to ~~standards~~2024 ~~integrated with emerging and established technologies, allowing it~~ to ~~engineer~~delayed ~~innovative~~start ~~solutions~~dates ~~without~~of ~~building~~new infederal, ~~excessive~~state ~~overhead.~~and ●local ~~Outstanding~~contracts ~~Personnel:~~and ~~Axxum~~the ~~has~~company’s afocus ~~reputation~~on ofmore ~~employing~~profitable ~~cybersecurity experts~~business.

~~Cloudburst Security~~Cost ~~LLC~~of revenues

~~Cloudburst is~~The acost ~~cybersecurity~~of ~~provider~~revenue ~~with~~for ~~successful~~the ~~assignments~~year ~~within~~ended ~~highly~~December ~~sensitive~~31, ~~government~~2025, ~~agencies~~was ~~and~~approximately ~~other commercial organizations~~$13. We5 million, ~~acquired~~compared ~~Cloudburst~~to ~~in April 2019~~$14.1 million ~~Following~~for the ~~acquisition,~~year weended ~~continued~~December ~~Cloudburst’s core operations of providing mission-critical and highly sensitive government agencies and other commercial organizations with high-quality~~31, ~~innovative cybersecurity services~~2024. ~~Cloudburst focuses~~The oncost ~~providing~~of ~~tailored~~revenue ~~solutions~~is ~~that~~driven ~~leverage~~by the ~~industry’s~~costs ~~best~~incurred ~~minds~~while ~~and~~delivering ~~technologies~~services to ~~predict,~~our ~~protect~~customers, ~~detect,~~therefore ~~respond, and~~the ~~sustain~~decrease ~~our~~in ~~clients~~costs ~~from~~is ~~the~~due ~~latest~~to ~~evolving~~the ~~cyber~~decrease ~~threats~~in revenues.

~~Cycurion Innovation~~Selling, ~~Inc.~~general and administrative expenses

~~Cycurion Innovation,~~Our ~~Inc. was formed in connection with our acquisition of assets from Sabres~~selling, ageneral 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~~administrative ~~implements the external protection of a Web Application Firewall~~ (~~WAF~~"SG&A") ~~and~~expenses ~~the~~increased ~~internal~~in ~~protection~~2025 ofcompared ~~Bot~~to ~~Mitigation.~~2024 ~~Bot~~due ~~Mitigation is the reduction of risk~~ to ~~applications,~~additional ~~Application~~expenses ~~Program~~being ~~Interfaces~~recognized ~~(APIs),~~in ~~and~~2025 ~~backend~~due ~~services~~to ~~from~~increased ~~malicious bot traffic that fuels common automated attacks, such as Distributed Denial of Service (DDoS) campaigns and vulnerability probing. The~~ costs ofassociated ~~single-layer~~with ~~security~~being ~~can~~a bepublicly ~~measured~~traded ~~in terms~~company ~~of money, time,~~ and ~~risk, as well as~~ the ~~damage~~addition ~~wrought~~key byindividuals afor ~~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’company's ~~proprietary,~~growth ~~cloud-based artificial intelligence (“AI”) algorithm~~strategy. 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.

2630

~~Subcontractor —~~Table ~~Prime~~of ~~contractor relationship~~Contents

~~SLG Innovation,~~Stock ~~Inc.~~compensation expenses

~~We are~~Stock ~~currently~~compensation aexpenses ~~subcontractor~~increased ~~for several keystone contracts held by SLG. The SLG team has an average of over 25 years of experience~~ in ~~the~~2025 ~~development,~~compared ~~planning,~~to ~~implementation,~~2024 ~~and~~as ~~management~~a ofresult ~~information systems. SLG’s leadership team offers years~~ of ~~combined success~~new incompensation ~~answering~~agreements ~~the~~with ~~needs of government agencies and healthcare organizations across the country~~executives.

~~The SLG~~Business ~~team~~combination has worked nationally, as it has served over 25 Department of Health and Human Services agencies, all 50 state governments, and over 250 local governments. Since SLG’s inception, it has primarily focused on customers in the middle of the country. The team of professionals has successfully delivered Information 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.expenses

~~We established~~Business acombination ~~subcontractor~~expenses ~~— prime contractor relationship with SLG~~ in ~~the~~2025 ~~fall~~are 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~~result ~~contractor. Unlike prime contractors, who focus on the managerial side~~ of the ~~government~~business ~~contract,~~combination ~~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~~Western.

~~As a~~Interest 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.income

~~SLG Acquisition~~Interest ~~Agreement~~income was $27,538 and $20,211 for the year ended December 31, 2025 and 2024, respectively. The change in interest income is a result of the balance of the underlying interesting earning assets.

~~Our revenues~~Interest from SLG in our 2024 and 2023 fiscal years were $14,703,887 and $13,837,042, respectively. The types of agreements to which SLG is a party are discussed under the heading “Our Business — Key Clients and Historical Performance.” From our perspective, a major benefit to us of the potential transaction contemplated by the SLG Term Sheet, as described below, would be that we could “piggyback” on SLG’s historical relationships with the various contracting governmental agencies in our bidding on future potential agreements. It is axiomatic in the governmental contracting arena in which we are involved that past performance on customer assignments as the prime contractor is one of the more important qualifications in competing for new opportunities within the federal government. We believe that our acquisition of SLG, if that transaction is closed by us, would yield such “past performance” qualifications.expense

~~On April~~Interest ~~25,~~expense ~~2023,~~for ~~Cycurion Sub executed a Term Sheet with SLG (~~the ~~“SLG~~year ~~Term Sheet”)~~ended December 31, ~~pursuant~~2025 ~~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 the SLG Acquisition Agreeement. To effectuate the two transactions contemplated by the SLG Term Sheet~~2024, ~~Cycurion~~was ~~Sub will form two subsidiaries, which, upon formation, will initially be wholly owned by Cycurion Sub~~$1. ~~If,~~8 million ~~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~~$1. 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)2 million, ~~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) Mrrespectively. EdThe ~~Burns~~change ~~will~~in ~~become the owner of a 51%~~ interest inexpense that newly formed subsidiary, and (iv) we will enter into a Management Agreement with that subsidiary, the economic terms and management/ control terms of which are intended to be the equivalent of complete ownership of that the 49% owned subsidiary. Mr. Ed Burns is ~~currently the 51% owner of SLG and~~ a ~~resident~~result of the ~~City~~underlying ofdebt ~~Chicago~~instruments. ~~The~~For ~~SLG~~further ~~Term~~information ~~Sheet~~refer ~~provides~~to ~~that,~~debt ~~if, when, and as the transactions contemplated thereby are consummated, the two current owners of SLG will be issued an aggregate of 996,355 shares of Cycurion common stock~~footnotes.

~~SLG~~Gain 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~~debt ~~Sub’s part. As of the date of this Annual Report~~settlement, 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.net

27The $1.2 million gain on debt settlement, net for the year ended December 31, 2025 is the result of the conversion of debt to various equity instruments at a lower fair market value than the exchanged debt on the books.

~~As amended~~Liquidity ~~by the parties, initially effective as of November 29, 2023~~ and ~~subsequently~~ ~~effective~~Capital 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” agreements with SLG.Resources

~~The~~Our ~~foregoing~~primary ~~brief~~sources ~~summary description~~ of ~~certain~~liquidity ~~terms~~are ~~and~~cash ~~provisions of~~on ~~(i)~~hand, ~~the~~cash ~~SLG~~from ~~Term~~operations, ~~Sheet~~borrowings ~~does~~under ~~not~~our ~~purport~~debt tofinancing bearrangements ~~complete~~ and isequity ~~qualified~~raises inthrough ~~its~~our ~~entirety~~equity byline. ~~reference~~As ~~to the full text~~ of ~~the SLG Term Sheet~~December 31, ~~a copy of which is attached to this Annual Report as Exhibit 10.12~~2025, ~~(ii)~~we ~~the~~had ~~SLG Term Sheet Amendments, a copy of each of which is attached to this Annual Report as Exhibit 10~~$5.~~12a,~~3 million ~~Exhibit~~in ~~10.12b,~~cash ~~Exhibit 10.12c,~~ and ~~Exhibit~~cash 10equivalents.~~12d,~~ ~~and~~We ~~(iii)~~believe ~~the~~that ~~SLG~~our ~~Management Agreement~~current ~~does~~cash ~~not~~position, ~~purport~~access to ~~be complete and is qualified in its entirety by reference to~~ the ~~full~~capital ~~text~~markets ofand ~~the~~cash ~~SLG~~flow ~~Term~~generated ~~Sheet,~~from aoperations ~~copy of~~should ~~which~~be issufficient ~~attached to this Annual Report as Exhibit 10.12e. Readers are encouraged to read those Exhibits in full~~ for aour ~~more~~operating ~~comprehensive understanding~~requirements ofthrough the ~~transaction~~next ~~contemplated~~several byfiscal ~~the SLG Term Sheet~~years.

~~RCR Acquisition~~Cash ~~Agreement~~Flow

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 SLG Term Sheet, on April 25, 2023, Cycurion 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. Nevertheless, as a result of our entry into the SLG Management Agreement with SLG, we still currently intend to consummate the transactions contemplated by the RCR Term Sheet in the first half of our current fiscal year. The RCR Term Sheet provides that, if, when, and as the transactions contemplated thereby are consummated, RCR will be issued shares of our common stock.


Table MD&A 2: Net Changes in Cash and Cash Equivalents
	For the Year Ended December 31,
	2025		2024
Net cash used in operating activities	$	(12,086,357)	$	(1,371,281)
Net cash provided by/(used in) investing activities	1,414,523		(885,066)
Net cash provided by financing activities	15,886,279		1,689,268
Net increase/(decrease) in cash and cash equivalents	$	5,214,445	$	(567,079)

~~Further, as~~Net ~~amended~~Cash byUsed ~~the~~In ~~parties,~~Operating initially effective as of November 29, 2023, and subsequently effective as of April 29, 2024, August 16, 2024 and December 31, 2024, the RCR 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’s termination thereof, and (iv) the mutual termination by all of the parties thereto. Notwithstanding anything to the contrary contained therein, Cycurion may terminate its obligations under the RCR 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. As of the date of this Annual Report, we do not currently expect to terminate the transactions contemplated by the RCR Term Sheet, as amended, and currently expect to close the transactions in the first half of our current fiscal year.Activities

~~The~~For ~~foregoing brief summary description of certain terms and provisions of~~ the ~~RCR~~year ~~Term~~ended ~~Sheet~~December 31, ~~does~~2025, ~~not~~net ~~purport~~cash toused ~~be complete and is qualified in its entirety~~ by ~~reference~~operating toactivities ~~the~~was ~~full text of the RCR Term Sheet~~$12.1 million, a ~~copy~~compared ~~of which is attached~~ to ~~this Annual Report as Exhibit 10~~$1.134 million ~~and~~for the ~~full~~year ~~text~~ended ofDecember 31, ~~the~~2024. ~~RCR~~The ~~Term~~main ~~Sheet~~drivers ~~Amendments, a copy~~ of ~~each of~~this ~~which~~increase are ~~attached~~the toadditional ~~this~~merger ~~Annual~~expenses ~~Report~~incurred asin ~~Exhibit~~2025 ~~10.13a, 10.13b~~ and ~~10.13c.~~the ~~Readers~~additional ~~are~~corporate ~~encouraged~~level costs to ~~read~~build ~~those~~out ~~Exhibits in full for~~ a ~~more~~management ~~comprehensive~~team ~~understanding~~and ofbrand ~~the~~for ~~transaction~~organic ~~contemplated~~growth byand ~~the RCR Term Sheet~~acquisitions.

~~Acquisition of~~Net ~~Technology~~Cash Provided By/(Used In) Investing Activities

~~Sabres SaaS~~For ~~Asset~~the ~~Purchase~~year ended December 31, 2025, net cash provided in investing activities was approximately $1.4 million, compared to a $0.9 million use of cash for the year ended December 31, 2024. The cash inflow in 2025 was a result of the Trust Account (as defined below) for redemption and cash released from the Trust Account to the Company.

On August 17, 2021, we entered into an asset purchase agreement to acquire certain technology assets of Sabres, a leading Israeli-based cyber security provider. As part of the asset purchase agreement, we acquired Multi-Dimensional Protection, Web Application Firewall and Bot Mitigation SaaS platforms, and their associated intellectual property. The transaction closed on September 30, 2021, and we have integrated the SaaS platforms into our existing services offerings.31

28Table of Contents

~~Our Cycurion~~Net ~~Security~~Cash ~~Platform’s~~Provided (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 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 aFinancing 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 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.Activities

~~Our Cycurion~~For ~~Security~~the ~~Platform’s~~year ~~(formerly~~ended ~~Sabres’)~~December 31, ~~line~~2025, ofnet ~~products~~cash ~~provides~~provided ~~solutions~~by ~~for~~financing ~~substantially~~activities ~~all~~was ~~web application security needs~~$15.9 million. ~~These~~The ~~products~~net ~~provide~~cash ~~solutions,~~provided ~~whether~~includes a$7.0 million ~~client is~~ in ~~need~~proceeds offrom athe ~~web~~equity ~~application firewall to comply with regulations and ensure it has a first~~ line of ~~defense~~credit, ~~against~~$4.8 million ~~the~~of ~~hazards~~proceeds ~~that~~from the ~~internet~~private ~~can~~placement ~~present~~capital orraise is in ~~need~~December of2025, ~~enterprise-level~~$3.7 million ~~products that~~proceeds ~~empower~~provided ~~Security~~from ~~Operations~~the ~~Center~~exercise ~~(SOC)~~of ~~teams~~warrants, ~~and security management~~$2.4 million ~~Our~~in ~~Cycurion~~proceeds ~~Security~~from ~~Platform’s~~convertible ~~constantly~~notes ~~survey a~~payable, ~~client’s~~$0.5 million ~~data~~in toproceeds ~~detect~~provided ~~security~~from ~~issues~~notes inpayable, ~~need~~partially ofoffset ~~attention,~~by ~~send~~a ~~automatic~~cash ~~updates,~~outflow ~~and~~of ~~provide~~$1.0 million ~~the~~cash ~~client~~used ~~with~~in aredemption ~~complete database~~ of ~~rules~~common ~~and threats~~stock.

●For Multi-Dimensional Protection (MDP) ● On-premises option ● Dual-Layered Defense (WAF/Bot Mitigation) ● Advanced Security Information and Event Management (SIEM) dashboard ● AI-enabled ● Ongoing reporting and alerts ● No delays for the ~~end-user~~year ●ended ~~Can~~December ~~connect~~31, to2024, ~~any~~net ~~existing~~cash ~~WAF~~provided ●by ~~Easy~~financing ~~installation~~activities onwas ~~all~~$1.7 million. ~~platforms~~The ●Company ~~Exceptional~~received ~~penetration~~$1.0 million ~~testing~~from ~~results~~a ●private ~~No downtime for updating ● No hardware required ● Cloud-based ● Biometric WAF~~placement.

~~We have~~Going 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. The Sabres platform will be managed by our dedicated support team, and will provide real time reporting, response to security incidents, and will manage all data privacy needs from a single SIEM SaaS platform dashboard.Concern

29We have incurred operating losses since inception through the period ended December 31, 2025, having had negative cash flow from operations. As of December 31, 2025, we had an accumulated deficit of approximately $26.9 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 2025.

~~Results of~~Furthermore, ~~Operations~~we expect continued, significant operating losses for the next few years. We also utilized cash in operations of approximately $12.1 million for the year ended December 31, 2025. As of December 31, 2025, we had unrestricted cash of approximately $5.3 million, an increase of $5.2 million from approximately $38,742 as of December 31, 2024. As of December 31, 2025, our total assets increased to approximately $33.5 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 December 31, 2025, including our unrestricted cash and ~~2023~~accounts receivable, net of $7.9 million, we expect to be able to continue our operations for a minimum of 12 months as of the date of this annual 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.

	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	)

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.

~~Revenue~~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.

~~Revenues decreased~~Off-balance ~~$1,578,723~~sheet ~~(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.~~ arrangements

~~This decrease~~We indid ~~the~~not ~~revenues~~have ~~for~~any ~~the~~off-balance ~~year~~sheet ~~ended~~arrangements ~~December~~during ~~31, 2024 is attributed to~~ the ~~conclusion~~periods ofpresented, ~~key~~and ~~contracts~~we ~~with~~do ~~the~~not ~~federal~~currently ~~government and~~have ~~state~~any ~~and~~off-balance ~~local~~sheet ~~agencies~~arrangements, ~~partially~~as ~~offset~~defined byin ~~new~~the ~~business~~SEC ~~segments~~rules and ~~contracts~~regulations.

~~Cost of~~Critical ~~Revenue~~Accounting Policies and Estimates

~~The cost~~Goodwill ~~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~~Other 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 contractorLong-~~related~~Lived ~~expenses.~~Assets

~~Research~~ We evaluate the impairment of goodwill and ~~Development~~other long-lived assets in accordance with Accounting Standards Codification ("ASC") 350, "Intangibles Goodwill and Other." Management annually reviews goodwill and other long-lived assets for impairment or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. If we determine that the carrying value of the goodwill and other long-lived assets may not be recoverable, we will record an impairment charge for the amount by which the carrying value of the goodwill and other long-lived assets exceeds its fair value.

~~We did not have any Research and Development expenses for the years ended December 31, 2024 and December 31, 2023.~~32

~~Selling, General~~Table ~~and~~of ~~Administrative~~Contents

~~Selling~~Goodwill is not amortized, ~~general~~ ~~and~~but ~~administrative~~rather ~~(“SG&A”)~~tested ~~expenses~~for ~~decreased~~potential byimpairment ~~$1,098,019~~as ~~(47~~of December 31 each year.~~40%)~~ toThe ~~$1,218,630~~goodwill ~~for~~impairment test is performed at the ~~year~~reporting ~~ended December~~unit 31level, ~~2024,~~which ~~compared~~is toonly ~~$2,316,649~~one for our company. Accounting requirements provide that a reporting entity may perform an optional qualitative assessment on an annual basis to determine whether events occurred or circumstances changed that would more likely than not reduce the ~~year~~fair ~~ended~~value ~~December~~of ~~31,~~a ~~2023,~~reporting ~~respectively~~unit below its carrying amount. ~~This~~If ~~improvement~~an ~~was~~initial ~~primarily~~qualitative ~~due~~assessment toidentifies ~~reduced legal,~~that ~~administrative,~~it ~~and~~is ~~consulting~~more ~~fees~~likely inthan not that the ~~2024~~fair ~~fiscal~~value ~~year~~of a reporting unit is less than its carrying amount, or the optional qualitative assessment is not performed, a quantitative analysis is performed.

~~Interest~~ In testing goodwill for impairment, we first assess the qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, after the assessment, we determine that an impairment indicator exists, we perform the quantitative goodwill impairment test. The Company performs the quantitative goodwill impairment test by calculating the fair value of the reporting unit and ~~Other~~comparing ~~Expense~~it to its respective carrying value including goodwill. If the fair value is less than the carrying value, the amount of impairment expense is equal to the difference between the reporting unit's fair value and the reporting unit's carrying value.

~~Interest~~ Determining the fair value of a reporting unit requires management's judgment and ~~other~~involves ~~expense~~the ~~was~~use ~~approximately~~of ~~$(1~~significant estimates and assumptions,~~186~~ including forecasted revenue,~~512)~~ ~~and~~operating ~~$(2~~margins,~~419~~ capital expenditures,~~637)~~ ~~for~~and selection and use of an appropriate discount rate commensurate with the ~~years~~risk ~~ended~~inherent ~~December~~in ~~31,~~each ~~2024~~of ~~and~~our ~~2023,~~reporting ~~respectively~~units' current business models. ~~These expenses~~We ~~for~~utilize the ~~year~~weighted ~~ended~~average ~~December~~cost ~~31,~~of ~~2024~~capital ~~include~~as ~~$1,209,502~~derived inby ~~interest-related~~certain ~~expenses~~assumptions ~~and~~specific ~~losses,~~to ~~related~~our tofacts and circumstances as the ~~payment~~discount rate. Our estimate of ~~our bank~~cash ~~instrument,~~flows and ~~other~~discount ~~loan~~rate ~~obligations~~are subject to change due to the economic environment. ~~This~~A $1relatively small change in the underlying assumptions,~~233,125~~ ~~(50.96%)~~including ~~decrease~~if the financial performance of ~~interest~~the ~~and~~reporting ~~other~~unit ~~expenses~~does isnot ~~primarily~~meet ~~due~~expectations toin ~~reduced or~~future ~~renegotiated~~years, ~~interest~~may ~~expenses~~cause a change in the ~~2024~~results ~~fiscal~~of ~~year~~the impairment assessment in future periods and, as such, could result in goodwill impairment.

~~Cash Flows~~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 ("WACC") for the firm, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts.

	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

Given the fact we are operating in a net loss position, for the year ended December 31, 2025, management performed a quantitative assessment of our one reporting unit and determined that the fair value of goodwill exceeds the carrying value.

30Due to the nature of our business and other factors described in Item 1A, "Risk Factors," of this Annual Report on Form 10-K, the profitability of our individual reporting units may periodically be affected by downturns in customer demand, operational challenges, and other factors. If material adverse conditions occur that impact one or all of our reporting units, our determination of future fair value might not support the carrying amount of our reporting units, and the related goodwill may be impaired. We will continue to monitor any changes to our assumptions and will evaluate goodwill as deemed warranted during future periods.

~~Operating Activities~~Item 7A. Quantitative and Qualitative Disclosures about Market Risk

~~For the~~As ~~year~~a ~~ended~~"smaller ~~December~~reporting 31company," ~~2024,~~as ~~net~~that ~~cash~~term ~~used~~is bydefined ~~operating~~in ~~activities~~Rule ~~was $~~229.10(f)(1),~~371,281,~~ ~~which~~we ~~included~~are ~~$1,229,601~~not inrequired ~~net~~to ~~profits,~~provide ~~$3,238,749 increase~~the ininformation ~~accounts~~required ~~receivable,~~by ~~$253,902~~this ~~decrease in deferred revenue, and $908,854 increase in accounts and other payables~~Item. ~~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.33

~~Investing Activities~~Table of Contents

~~For the~~Item ~~year ended December 31, 2024, net cash used in investing activities was approximately $885,066~~8. ~~This~~Consolidated ~~was~~Financial ~~primarily~~Statements ~~used in the purchase of equipment,~~ and ~~servicing~~Supplementary ~~notes issued by WAVS.~~Data

~~For the~~REPORT ~~year~~OF ~~ended~~INDEPENDENT ~~December~~REGISTERED ~~31,~~PUBLIC ~~2023,~~ACCOUNTING ~~net cash used in investing activities was approximately $706,707. This was used in the purchase of equipment.~~FIRM

~~Financing Activities~~To:

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

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

~~From~~Opinion ~~the~~on ~~date of~~ the ~~closing~~Consolidated ofFinancial 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 5,998,653 shares of the Company’s common stock and 6,666,667 shares of the Company’s Series D Preferred Stock into 6,666,667 shares of the Company’s common stock.Statements

~~From~~We have audited the ~~date~~accompanying ofconsolidated ~~the~~balance ~~closing~~sheets of ~~our de-SPAC~~Cycurion ~~transaction~~Inc. ~~(February~~and 14its Subsidiaries (collectively, ~~2025~~the “Company”) toas ~~April~~of 17December 31, 2025 and 2024, ~~otherwise~~and ~~unaffiliated~~the ~~persons~~related ~~exercised~~consolidated ~~694~~statements of operations and comprehensive (loss)/income,~~530~~ ~~Series~~changes Ain ~~warrants~~stockholders’ equity, and cash flows for ~~the purchase~~each of ~~694,530~~the ~~shares~~years ofin the ~~Company’s~~two-year ~~common~~period ~~stock;~~ended 2December 31,~~400~~ 2025,~~000~~ ~~Series~~and Bthe ~~warrants~~related ~~for~~notes (collectively referred to as the ~~purchase~~“consolidated offinancial ~~4,800,000~~statements”). ~~shares~~In ofour opinion, the ~~Company’s~~ ~~common~~consolidated ~~stock;~~financial 4statements present fairly,~~382~~ in all material respects,~~033~~ ~~Series~~the Dfinancial ~~warrants~~position ~~for~~of the ~~purchase~~Company as of 8December 31,~~764,066~~ ~~shares~~2025 ofand 2024, and the ~~Company’s~~results ~~common~~of ~~stock;~~its operations and ~~270,137~~ ~~common~~its ~~stock~~cash ~~warrants~~flows for each of the ~~purchase~~years ofin ~~270~~the two-year period ended December 31,~~137~~ ~~shares~~2025, ofin ~~the~~conformity ~~Company’s~~with ~~common~~accounting ~~stock~~principles ~~for~~generally ~~gross~~accepted ~~proceeds~~in the United States of ~~approximately $3~~America.5 ~~million.~~

~~Liquidity and~~Substantial ~~Capital~~Doubt ~~Resources~~about the Company’s Ability to Continue as a Going Concern

~~Going Concern~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a working capital deficit that raises substantial doubt about its ability to continue as a going concern. Management's plans with regards to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~We have~~Basis 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 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 $40.7 thousand, a decrease of $567 thousand from approximately $607 thousand 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. We have added the following table that provides aging analysis of our accounts receivable. We provided an analysis of the accounts receivable for the years ending 2023 and 2024. As the company has broadened its business customer base, the nature of the payment and cash receipt cycle has change. Many of the corporate customers have longer payment terms. We expect that this trend to continue as we acquire additional commercial customers.Opinion

~~Accounts Receivable~~These ~~Aging~~consolidated ~~Analysis~~financial ~~without~~statements ~~SLG~~are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board ($United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

	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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

~~Nevertheless, our~~Our ~~continuation~~audits asincluded aperforming ~~going~~procedures ~~concern~~to isassess ~~dependent~~the onrisks ~~our~~of ~~ability~~material tomisstatement ~~obtain~~of ~~additional~~the ~~financing~~consolidated ~~until~~financial westatements, ~~can~~whether ~~generate~~due ~~sufficient~~to error or fraud, ~~consistent cash~~and ~~flow~~performing ~~from~~procedures ~~operations~~that respond to ~~meet~~those risks. Such procedures included examining, on a test basis, evidence regarding the ~~expected~~amounts ~~growth~~and disclosures in ~~our~~the ~~obligations~~consolidated financial statements. WeOur ~~intend~~audits toalso ~~continue~~included toevaluating ~~seek~~the ~~additional~~accounting ~~debt~~principles orused ~~equity~~and ~~financing to~~significant ~~continue~~estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~operations~~audits provide a reasonable basis for our opinion.

~~Our consolidated~~/s/ ~~financial statements have been prepared on a going concern basis~~WWC, ~~which implies we may not continue to meet our obligations and continue our operations for the next fiscal year~~P. ~~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~~C.

31Certified Public Accountants

~~There is~~PCAOB noID: ~~assurance~~1171 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~~We ~~arrangements~~have served as the Company’s auditor since 2018.

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

~~Revenue Recognition~~March 31, 2026

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 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:34

●Table ~~Step~~of 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 obligationContents

~~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~~CYCURION, weINC. ~~have~~AND ~~elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component.~~SUBSIDIARIES

~~Stock-based compensation~~CONSOLIDATED BALANCE SHEETS

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.


	For the Year Ended December 31,
	2025		2024
Assets:
Cash and cash equivalents	$	5,255,235	$	38,742
Restricted cash	-		2,048
Accounts receivable, net	2,687,479		10,353,708
Other receivables	-		434,391
Prepaid expenses and other current assets	60,133		99,463
Total current assets	8,002,847		10,928,352
Deposit for acquisition target	-		2,000,000
Property and equipment, net	-		20,321
Software development costs, net	4,606,981		4,151,981
Intangible assets, net	-		25,000
Security deposits	-		10,351
Goodwill	20,842,508		6,592,304
Investments held in trust account	-		1,834,540
Total non-current assets	25,449,489		14,634,497
Total Assets	$	33,452,336	$	25,562,849
Liabilities, Mezzanine and Stockholders' Equity:
Bank loan-revolving credit line	$	2,933,396	$	3,249,067
Bank loan - current portion	-		774,095
Loans payable - current portion	669,693		408,516
Factoring liability	1,511,678		-
Subordinated convertible promissory notes	-		3,333,335
Convertible notes	192,897		-
Promissory notes	2,499,662		2,486,989
Loans payable - related parties	123,650		148,088
Accounts payable	1,314,772		1,681,774
Accrued liabilities	4,228,337		2,927,135
Accrued compensation and benefits	919,825		979,684
Accrued interest payable	1,347,787		1,591,023
Excise tax payable	1,167,173		1,157,161
Total current liabilities	16,908,870		18,736,867
Loans payable - non-current portion	300,000		146,798
Series A Convertible preferred stock ($0.001 par value, 500,000 shares designated, 0 and 345,528 issued and outstanding, respectively)	-		1,294,117
Total non-current liabilities	300,000		1,440,915
Total Liabilities	17,208,870		20,177,782
Commitments and contingencies (Note 22)
Mezzanine Equity:
Common stock subject to possible redemption, $0.0001 par value, 0 and 5,796 shares at redemption value of approximately $11.03 per share, respectively	-		1,917,309
Stockholders' Equity:
Preferred stock ($0.0001 par value, 20,000,000 shares authorized)
Series A convertible preferred stock ($0.0001 par value, 110,000 shares designated, 0 and 0 issued and outstanding, respectively)	-		-
Series B convertible preferred stock ($0.0001 par value, 3,000 shares designated, 1 and 3,000 issued and outstanding, respectively)	-		-
Series C convertible preferred stock ($0.0001 par value, 5,000 shares designated, 4,851 issued and outstanding)	-		-
Series D convertible preferred stock ($0.0001 par value, 6,666,700 shares designated, 150,000 and 0 issued and outstanding, respectively)	15		-
Series E convertible preferred stock ($0.0001 par value, 100 shares designated, 51 and 0 issued and outstanding, respectively)	-		-
Series F convertible preferred stock ($0.0001 par value, 10,000 shares designated, 0 and 0 issued and outstanding, respectively)	-		-
Series G convertible preferred stock ($0.0001 par value, 10,000 shares designated, 143 and 0 issued and outstanding, respectively)
Common stock ($0.0001 par value, 300,000,000 shares authorized, 3,642,501 and 391,373 shares issued and outstanding, respectively)	364		38
Additional paid in capital	46,979,762		6,671,081
Accumulated deficit	(26,879,081)		(3,203,361)
Total stockholders' equity attributable to Cycurion	20,101,060		3,467,758
Deficit attributable to noncontrolling interests	(3,857,594)		-
Total stockholders' equity	16,243,466		3,467,758
Total liabilities and stockholders’ equity	$	33,452,336	$	25,562,849
See accompanying notes to consolidated financial statements.

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.35

~~These assumptions~~Table ~~are~~of ~~estimated as follows:~~Contents

	●	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.

CYCURION, INC. AND SUBSIDIARIES

32CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME

● 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.


	For the Year Ended December 31,
	2025		2024
Net revenues	$	15,133,647	$	17,771,485
Cost of revenues	13,521,329		14,136,742
Gross profit	1,612,318		3,634,743
Operating expenses:
Selling, general and administrative expenses	9,258,199		1,208,630
Stock compensation expenses	3,898,867		10,000
Business combination expenses	11,870,114		-
Total operating expenses	25,027,180		1,218,630
Operating (loss)/income	(23,414,862)		2,416,113
Other income/(expenses):
Interest income	27,538		20,211
Interest expense	(1,763,831)		(1,209,502)
Gain on debt settlement, net	1,221,635		-
Other (expense)/income, net	(129,564)		2,779
Other expenses, net	(644,222)		(1,186,512)
(Loss)/income before income taxes	(24,059,084)		1,229,601
Provision for income tax	-		-
Net (loss)/income	(24,059,084)		1,229,601
Less: Net loss attributable to non-controlling interest	393,376		-
Net (loss)/income attributable to Cycurion	$	(23,665,708)	$	1,229,601

Comprehensive (loss)/income	$	(23,665,708)	$	1,229,601

(Loss)/Earnings per share:
Basic	$	(13.44)	$	4.35
Diluted	$	(13.39)	$	1.66
Weighted average shares outstanding:
Basic	1,760,310		282,437
Diluted	1,763,643		904,929
See accompanying notes to consolidated financial statements.

~~Fair Value of Common Stock~~36

~~Historically, for~~Table ~~all periods prior to this offering, the fair values~~ of the shares of Common Stock underlying our options were estimated on each grant date by our board of directors. 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:Contents

~~● Contemporaneous third-party valuations of our Common Stock; ● The prices~~CYCURION, 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 ● UINC.S. ~~and~~AND ~~global economic and capital market conditions and outlook.~~SUBSIDIARIES

~~Critical accounting~~CONSOLIDATED ~~policies~~STATEMENTS ~~and~~OF ~~significant~~CASH ~~judgments and estimates~~FLOWS

Our financial statements are prepared 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.


	For the Year Ended December 31,
	2025		2024
Cash flows from operating activities:
Net (loss)/income	$	(24,059,084)	$	1,229,601
Adjustments to reconcile net (loss)/income to net cash used in operating activities:
Stock-based compensation	3,898,867		10,000
Stock-based compensation - business combination related	9,521,734		-
Amortization of debt discount	242,095		6,566
Depreciation of property and equipment	20,321		13,341
Amortization of software development costs	25,000		16,667
Gain on debt settlement, net	(1,221,635)		-
Finance expense	100,000		-
Changes in assets and liabilities:
Accounts receivable, net and other receivables	363,405		(3,492,651)
Prepaid expenses and other current assets	39,330		(43,448)
Accounts payable and accrued liabilities	(836,585)		562,946
Accrued compensation and benefits	(59,859)		345,908
Accrued interest payable	(119,946)		(20,211)
Net cash used in operating activities	(12,086,357)		(1,371,281)
Cash flows from investing activities:
Cash acquired on business combination	34,983		2,048
Issuance of promissory notes	-		(439,114)
Capitalized software development costs	(455,000)		(448,000)
Cash withdrawn from Trust Account in connection with redemption	1,001,216		-
Release of Trust Account to Company's bank account	833,324		-
Net cash provided by/(used in) investing activities	1,414,523		(885,066)
Cash flows from financing activities:
Proceeds from exercise of warrants	3,664,871		-
Redemption of common stock subject to redemption	(1,001,216)		-
Proceeds from private placement	4,780,021		1,000,000
Proceeds from capital raise	6,983,688		-
Proceeds from revolving line of credit	-		252,314
Repayments of revolving line of credit	(315,671)		-
Proceeds from bank borrowings	-		31,954
Repayment of bank borrowings	(775,192)		-
Repayment of loans payable	(210,843)		-
Proceeds from convertible notes payable	2,376,500		-
Proceeds from notes payable	513,200		390,000
Proceeds from notes payable - related parties	-		15,000
Repayments of notes payable - related parties	(27,500)		-
Repayments of notes payable	(101,579)		-
Net cash provided by financing activities	15,886,279		1,689,268
Net increase/(decrease) in cash and cash equivalents	5,214,445		(567,079)
Cash and cash equivalents, beginning of year	40,790		607,869
Cash and cash equivalents, end of year	$	5,255,235	$	40,790
See accompanying notes to consolidated financial statements

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.37

~~In performing~~Table ~~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.Contents

~~The quantitative~~CYCURION, ~~test requires that the carrying value of each reporting unit be compared with its estimated fair value~~INC. IfAND ~~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).~~SUBSIDIARIES

~~We use~~CONSOLIDATED aSTATEMENTS ~~discounted~~OF ~~cash~~CHANGES ~~flow~~IN ~~approach~~STOCKHOLDERS’ 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 (WACC) for the firm, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts.EQUITY

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.


	Common stock subject to possible redemption			Series A Convertible Preferred Stock			Series B Convertible Preferred Stock			Series C Convertible Preferred Stock			Series D Convertible Preferred Stock			Series E Convertible Preferred Stock			Series G Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total		Non- Controlling Interest		Total Stockholders' Equity
	Shares	Amount ($)		Shares	Amount ($)		Shares	Amount ($)		Shares	Amount ($)		Shares	Amount ($)		Shares	Amount ($)		Shares	Amount ($)		Shares	Amount ($)
Balance of December 31, 2024	5,796	$	1,917,309	-	$	-	3,000	$	-	4,851	$	-	-	$	-	-	$	-	-	$	-	391,373	$	38	$	6,671,081	$	(3,203,361)	$	3,467,758	$	-	$	3,467,758
Common stock redeemed (Mezzanine Equity)	(3,163)	(1,001,216)		-	-		-	-		-	-		-	-		-	-		-	-		-	-		-		-		-		-		-
Release of common stock subject to redemption	(2,633)	(916,093)		-	-		-	-		-	-		-	-		-	-		-	-		2,654	-		916,093		-		916,093		-		916,093
Series A convertible preferred stock in exchange of Series A Convertible Preferred Stock categorized as liability	-	-		106,816	11		-	-		-	-		-	-		-	-		-	-		-	-		1,391,165		-		1,391,176		-		1,391,176
Series D convertible preferred stock in exchange of convertible notes	-	-		-	-		-	-		-	-		6,666,666	667		-	-		-	-		-	-		3,332,668		-		3,333,335		-		3,333,335
Common stock issued for conversion of Series B and D Convertible Preferred Stock	-	-		-	-		(2,999)	-		-	-		(6,516,666)	(652)		-	-		-	-		420,515	42		610		-		-		-		-
Common stock issued for exercise of warrants	-	-		-	-		-	-		-	-		-	-		-	-		-	-		411,730	42		3,664,829		-		3,664,871		-		3,664,871
Common stock issued for business combination costs	-	-		-	-		-	-		-	-		-	-		-	-		-	-		25,200	3		8,999,997		-		9,000,000		-		9,000,000
Common stock issued for settlement of liability	-	-		-	-		-	-		-	-		-	-		-	-		-	-		19,314	10		2,123,137		-		2,123,147		-		2,123,147
Common stock issued for employment agreement	-	-		-	-		-	-		-	-		-	-		-	-		-	-		390,789	30		2,783,566		-		2,783,596		-		2,783,596
SLG transaction	-	-		-	-		-	-		-	-		-	-		51	-		-	-		33,878	4		759,138		-		759,142		-		759,142
Excise tax liability arising from redemption of Series A shares	-	-		-	-		-	-		-	-		-	-		-	-		-	-		-	-		-		(10,012)		(10,012)		(3,464,218)		(3,474,230)
Series G convertible preferred stock in exchange of convertible notes and promissory notes	-	-		-	-		-	-		-	-		-	-		-	-		3,133	-		-	-		4,183,891		-		4,183,891		-		4,183,891
Private Placement - Warrants issued for prefunded warrants and standard warrants	-	-		-	-		-	-		-	-		-	-		-	-		-	-		-	-		4,779,962		-		4,779,962		-		4,779,962
Conversion of Series G Convertible Preferred stock to common stock	-	-		-	-		-	-		-	-		-	-		-	-		(2,990)	-		664,068	66		-		-		66		-		66
Conversion of Series A Convertible Preferred stock for common stock	-	-		(106,816)	(11)		-	-		-	-		-	-		-	-		-	-		162,980	16		390,050		-		390,055		-		390,055
Common Stock Issued - Equity Line	-	-		-	-		-	-		-	-		-	-		-	-		-	-		1,120,000	113		6,983,575				6,983,688				6,983,688
Net loss	-	-		-	-		-	-		-	-		-	-		-	-		-	-		-	-		-		(23,665,708)		(23,665,708)		(393,376)		(24,059,084)
Balance as of December 31, 2025	-	$	-	-	$	-	1	$	-	4,851	$	-	150,000	$	15	51	$	-	143	$	-	3,642,501	$	364	$	46,979,762	$	(26,879,081)	$	20,101,060	$	(3,857,594)	$	16,243,466

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.


	Common stock subject to possible redemption			Series B Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount ($)		Shares	Amount ($)		Shares	Amount ($)
Balance as of December 31, 2023	—	$	—	2,000	$	—	282,139	$	27	$	9,679,046	$	(4,432,962)	$	5,246,111
Board compensation	—	—		—	—		—	—		10,000		—		10,000
Series B convertible preferred stock and warrants issued	—	—		1,000	—		—	—		1,000,000		—		1,000,000
Net income	—	—		—	—		—	—		—		1,229,601		1,229,601
Acquisition	5,796	1,917,309		—	—		109,234	11		(4,017,965)		—		(4,017,954)
Balance as of December 31, 2024	5,796	$	1,917,309	3,000	$	—	391,373	$	38	$	6,671,081	$	(3,203,361)	$	3,467,758
See accompanying notes to consolidated financial statements.

~~Goodwill~~38

	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

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