Cycurion, Inc. 8-K

What Happened
Cycurion, Inc. announced on May 21, 2026 that it entered into a merger agreement to acquire Secuvant, LLC via a reverse merger, under which Secuvant will become a wholly owned subsidiary. The aggregate merger consideration is approximately $2,875,000, consisting of cash, Series I convertible preferred stock and contingent earn‑outs. A press release was issued May 22, 2026 and the 8‑K was filed May 29, 2026.

Key Details

• Total consideration: ~ $2,875,000 (cash + equity).
• Cash: $875,000 paid in installments — $350,000 at closing, $300,000 60 days after closing, $225,000 120 days after closing; subject to a working capital adjustment settled in cash.
• Equity: 888,888 shares of Series I Convertible Preferred Stock (valued at $2.0M) issued in five tranches with vesting tied to stock price/trading volume triggers; unvested shares forfeit after Jan 15, 2034.
• Earn‑outs (2026–2028): guaranteed $100,000 per year (paid in cash) plus performance‑based payments tied to gross profit from qualifying Panoptic product revenue. Performance thresholds: $200k (2026), $1,000k (2027), $2,000k (2028); % of excess = 70% (2026), 78% (2027), 87% (2028). Earn‑outs paid 50% cash / 50% common stock.
• Market and resale terms: Registration rights require a registration statement within 30 days after closing; lock‑up of a significant portion of shares (approx. $1.5M for 6 months, approx. $500k for 90 days) followed by leak‑out resale limits.
• Closing conditions & timing: customary regulatory approvals, required consents, accuracy of target reps, no material adverse effect, and continued Nasdaq listing. Either party may terminate if the deal has not closed within six months of execution.

Why It Matters
For investors, the deal adds Secuvant as a subsidiary and ties part of the sellers’ compensation to future product revenue (Panoptic), which aligns incentives but also makes additional payments contingent on performance. The transaction mixes immediate cash obligations with convertible preferred stock and potential stock issuance for earn‑outs, which could be dilutive if shares convert or earn‑outs are paid in equity. Closing is subject to regulatory and listing conditions and is not guaranteed; the working capital adjustment, earn‑out attainment, and vesting schedule will affect final cash and equity outflows and the timing of any dilution.