UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 721, 2026

Cycurion, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-41214

86-3720717

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1640 Boro Place, Suite 420C McLean, Virginia

(Address of principal executive offices)

22102

(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.0001 per share

CYCU

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If 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. o

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On May 721, 2026 (the “Execution Date”), Cycurion, Inc., a(the ~~Delaware~~“Company” ~~corporation~~or (“~~Parent~~Purchaser”), entered into anthat ~~Agreement~~certain ~~and~~merger ~~Plan~~agreement ~~of Merger~~ (the “Merger Agreement”) with Cycurion Merger Sub~~-Halo~~, ~~Inc. (“Merger Sub-Halo”)~~LLC, ~~Cycurion~~a ~~Merger~~wholly ~~Sub-havenX,~~owned ~~Inc.~~subsidiary (“Merger Sub~~-havenX~~”), ~~Halo~~and ~~Privacy~~Secuvant, ~~Inc.,~~LLC ~~a Delaware corporation~~ (the “~~Halo~~Target”)~~, havenX, Inc~~., aCapitalized ~~Wyoming~~terms ~~corporation~~used ~~(“havenX”),~~herein and ~~Shareholder~~not ~~Representative~~otherwise ~~Services~~defined ~~LLC,~~have ~~solely~~the inmeanings ~~its~~ascribed ~~capacity~~to assuch ~~the~~terms ~~Company~~in ~~Group Equityholder Representative (~~the ~~“Equityholder~~Merger ~~Representative”)~~Agreement.

Pursuant to the Merger Agreement, Merger Sub will merge with and into the Target in a reverse merger transaction, with the Target surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the merger, all of the Target’s equity interests will be cancelled and converted into the right to receive the Merger Consideration (as defined below). The ~~Mergers~~surviving entity will succeed to all of the Target’s assets, liabilities, rights, and obligations by operation of law and continue its business as a subsidiary of the Company.

Pursuant to the Merger Agreement, (i) Merger Sub-Halo will merge with and into Halo, with Halo surviving as a wholly owned subsidiary of Parent, and (ii) Merger Sub-havenX will merge with and into havenX, with havenX surviving as a wholly owned subsidiary of Parent (collectively, the “Mergers”).

At the effective time of the Mergers (the “Effective Time”), each outstanding share of capital stock of Halo and havenX (other than certain excluded shares and dissenting shares) will be automatically converted into the right to receive a portion of the consideration described below, in accordance with the terms of the Merger Agreement and subject to its conditions.

Merger Consideration

The aggregate consideration ~~payable~~for ~~in connection with~~ the ~~Mergers~~Merger ~~(the~~is ~~“Aggregate~~approximately ~~Consideration”) consists of a combination of (i) cash~~$2, ~~(ii) shares of Parent common stock~~875, ~~and (iii) contingent and deferred consideration payable following the Closing~~000, incomprised ~~each case as determined in accordance with the terms~~ of ~~the~~both ~~Merger Agreement. The Aggregate Consideration is subject to adjustment based on the Company Group’s~~ cash, ~~indebtedness,~~ and ~~transaction~~equity ~~expenses~~components ~~at Closing, and may be further adjusted pursuant to post-closing true-up procedures and contingent payment mechanisms set forth in~~ (the “Merger ~~Agreement~~Consideration”).

InCash ~~addition to the Closing~~ Consideration described below, the Aggregate Consideration includes the right of the former equityholders of Halo and havenX to receive certain future payments, including earnout payments, installment payments, and other contingent consideration based on the post-closing performance of the business and the achievement of specified milestones, in each case subject to the terms and conditions of the Merger Agreement.

The Company will pay $875,000 in cash in structured installments: (i) $350,000 at the closing of the Merger (the “Closing”); ~~Consideration~~(ii) $300,000 60 days following Closing; and (iii) $225,000 120 days following Closing.

AtThe ~~the~~cash ~~closing~~portion ofis ~~the~~subject ~~Mergers~~to ~~(the~~a ~~“Closing”)~~working capital adjustment, ~~Parent~~which ~~will~~may ~~pay~~increase or ~~cause~~decrease tothe befinal ~~paid~~amount topayable based on the ~~holders~~Target’s ofclosing ~~Halo~~working ~~and~~capital ~~havenX~~relative ~~equity~~to ~~interests~~a ~~(the~~negotiated ~~“Company~~target. ~~Group~~This ~~Equityholders”)~~adjustment ~~consideration~~is ~~consisting~~settled ofsolely ~~the~~in ~~following:~~cash.

~~•Closing~~Equity ~~Cash~~ Consideration, consisting of an aggregate cash payment equal to $1.0 million, subject to customary adjustments for, among other things, the amount of cash, indebtedness, and transaction expenses of the Company Group as of the Closing, as determined in accordance with the Merger Agreement. Such amounts are subject to post-closing adjustment based on the final determination of such items in accordance with the procedures set forth in the Merger Agreement.

~~•Closing~~In ~~Stock~~addition ~~Consideration,~~to ~~consisting of shares of Parent common stock having an aggregate value of $1.5 million~~cash, ~~with~~ the ~~number~~Company ofwill ~~shares~~issue to888,888 ~~be issued determined based on a fixed Parent stock price specified in the Merger Agreement. The~~ shares of ~~Parent~~Series ~~common~~I ~~stock~~Convertible toPreferred ~~be issued as Closing~~ Stock, ~~Consideration~~representing ~~will~~$2.0 bemillion ~~allocated among the Company Group Equityholders~~ in ~~accordance with an allocation schedule delivered at Closing and will be subject to applicable securities law restrictions and other limitations set forth in the Merger Agreement~~value.

The ~~Closing~~shares ~~Consideration~~are ~~will~~issued bein ~~paid~~five ~~through~~tranches anover ~~exchange~~time ~~and~~rather ~~paying~~than ~~agent~~ in ~~accordance~~full at Closing, with ~~the~~each ~~terms~~tranche ofsubject ~~the~~to ~~Merger~~vesting ~~Agreement,~~conditions ~~and~~tied ~~payment~~to isspecified ~~conditioned~~stock ~~upon,~~price ~~among~~and ~~other~~trading ~~things,~~volume ~~the~~thresholds. ~~delivery~~Vesting bymay ~~the~~accelerate ~~Company~~upon ~~Group~~the ~~Equityholders~~occurrence of ~~required~~certain ~~documentation~~events, ~~including~~such ~~letters~~as a change of ~~transmittal~~control or ~~surrender~~the ~~agreements~~achievement of defined stock price performance metrics. Any shares that do not vest by January 15, as2034 ~~applicable~~will be forfeited. This structure is designed to align the Target equityholders’ incentives with the long-term performance and market success of the Company.

Earn-Out

In addition to base consideration, Target equityholders are entitled to contingent earn-out payments over a three-year period from 2026 to 2028.

Guaranteed Earn-Out The guaranteed earn-out consists of fixed payments of $100,000 per year, payable in cash regardless of the Target’s post- Closing performance. Each annual payment is due within 60 days following the end of the applicable year. These payments are generally not subject to offset, clawback or forfeiture, except in limited circumstances such as fraud or similar misconduct.

Performance-Based Earn-Out In addition to the guaranteed payments, the Target equityholders are eligible to receive performance-based earn-out payments tied to the Target’s financial performance following Closing. These payments are based on gross profit derived from qualifying revenue streams, primarily related to new Panoptic product revenues. Payments are only triggered once specified annual thresholds are exceeded (e.g., $200,000 for 2026, $1,000,000 for 2027 and $2,000,000 for 2028). Above these thresholds, sellers are entitled to a percentage of the excess performance, equal to 70% for 2026, 78% for 2027 and 87% for 2028. Eligibility for these payments is also subject to achieving minimum gross margin levels 55% for 2026, 65% for 2027 and 65% for 2028.

~~Post~~Payment Structure Any performance-~~Closing~~based earn-out payments that are earned will be made in a combination of cash and ~~Contingent~~equity, ~~Payments~~with 50% paid in cash and the remaining 50% paid in shares of the Company’s common stock. This blended structure further aligns the interests of the sellers with the long-term value of the Company.

Closing Conditions The ~~Merger~~Closing ~~Agreement~~of ~~provides~~the ~~for~~Merger ~~additional~~is ~~payments~~subject to ~~the~~customary ~~Company Group Equityholders~~conditions, ~~which~~including ~~may~~mutual beconditions ~~payable~~applicable ~~following~~to ~~the~~all ~~Closing (collectively~~parties, ~~the~~as ~~“Future~~well ~~Payments”).~~as ~~These~~specific ~~Future~~conditions ~~Payments~~and ~~consist~~deliverables ofrequired ~~various forms~~ of ~~contingent~~the ~~and~~Company ~~deferred consideration~~ and ~~include~~ the ~~following:~~Target.

~~•Earnout~~Mutual ~~Payments.~~Closing Conditions The ~~Company~~obligations ~~Group~~of ~~Equityholders~~each ~~may~~party ~~be entitled~~ to ~~receive~~consummate ~~earnout payments based on~~ the ~~achievement~~Merger ofare ~~specified~~subject ~~post-closing~~to ~~financial performance targets of~~ the ~~acquired~~satisfaction ~~business~~or ~~during~~waiver ~~defined~~of ~~earnout~~certain ~~periods.~~mutual ~~The~~conditions, ~~amount~~including ~~and~~the ~~timing~~receipt of ~~such~~all ~~earnout~~required ~~payments~~governmental ~~will~~and ~~depend~~regulatory onapprovals, the ~~level~~absence of ~~performance~~any ~~achieved~~applicable ~~relative to agreed-upon metrics and thresholds~~law, ~~and~~injunction ~~such~~or ~~earnout~~order ~~payments~~that ~~may~~would beprohibit ~~payable~~or inrestrict athe ~~combination~~transaction ofand ~~cash~~the ~~and~~continued ~~shares~~listing of ~~Parent~~the Company’s common stock, inon ~~each~~Nasdaq, ~~case~~including insatisfaction ~~accordance with the terms~~ of ~~the~~all ~~Merger~~applicable ~~Agreement~~listing requirements.

~~•Installment~~Company ~~Payments.~~Closing ~~Parent~~Conditions ~~has~~The ~~agreed~~Company’s obligation to ~~make~~close ~~fixed~~is ~~installment~~further ~~payments~~conditioned toon (i) the ~~Company~~accuracy ~~Group~~of ~~Equityholders~~the inTarget’s ~~cash~~representations ~~following~~and ~~the~~warranties ~~Closing~~as inof the ~~amounts~~Closing ~~of $2.0 million~~date, ~~$2.5~~(ii) ~~million~~the ~~and~~Target ~~$3.0~~having ~~million,~~complied ~~respectively,~~in ~~payable~~all atmaterial ~~specified~~respects ~~annual~~with ~~intervals~~its ~~after~~covenants ~~the~~and ~~Closing.~~obligations ~~Such~~under ~~installment~~the ~~payments~~Merger ~~accrue~~Agreement, ~~interest~~and at(iii) athe ~~specified~~absence ~~rate~~of ~~and~~any ~~are~~material ~~subject~~adverse toeffect ~~potential~~affecting ~~reduction~~the orTarget. ~~offset~~In ~~under~~addition, ~~certain~~the ~~circumstances,~~Company ~~including~~must ~~the~~receive ~~application~~customary ofClosing ~~clawback~~documentation, ~~provisions~~including asofficer ~~set~~certificates, ~~forth~~resolutions, inand ~~the~~other ~~Merger~~standard ~~Agreement~~deliverables.

~~•Post-~~Target Closing ~~Stock~~Deliverables ~~Consideration.~~At ~~The~~or ~~Company~~prior ~~Group~~to ~~Equityholders~~Closing, ~~may~~the ~~also~~Target beis ~~entitled~~required to ~~receive~~deliver ~~additional~~several ~~shares~~key ofitems, ~~Parent~~including ~~common~~any ~~stock~~necessary ~~following~~third-party ~~the Closing~~consents, ~~which~~financial ~~will~~statements beprepared ~~issued~~ in accordance with the ~~terms~~agreed ofstandards, ~~the~~payoff ~~Merger~~letters ~~Agreement~~evidencing ~~and~~the ~~allocated~~repayment ~~among~~of ~~such~~outstanding ~~holders~~indebtedness ~~pursuant~~and tothe arelease ~~closing allocation schedule. The issuance~~ of ~~such~~any ~~shares~~related isliens, ~~subject~~and, towhere ~~limitations~~applicable, ~~including~~resignations ~~potential caps on the number~~ of ~~shares~~directors ~~issuable~~ and ~~compliance~~officers ~~with~~to ~~applicable~~facilitate ~~securities~~post- ~~laws~~Closing governance.

~~•Babylon~~Registration ~~Contract~~Rights; ~~Bonus~~Lock-Up ~~Payments~~and Leak-Out Provisions In connection with the Merger, the parties will enter into a Registration Rights Agreement and related lock-up and leak-out arrangements governing the resale of the equity securities issued to the Target equityholders. ~~Parent~~The ~~has~~Registration ~~agreed~~Rights Agreement provides the holders with customary resale registration rights, requiring the Company to ~~pay~~file upa registration statement with the U.S. Securities and Exchange Commission within 30 days following the Closing Date to facilitate public resale of both the Series I Convertible Preferred Stock and the underlying common stock issuable upon conversion. To promote an ~~aggregate~~orderly market and mitigate volatility, the equity consideration is also subject to a Lock-Up Agreement, pursuant to which a significant portion of the shares may not be sold or otherwise transferred for a defined period following Closing (six months for approximately $1.05 million inof ~~additional~~shares ~~cash~~and ~~payments~~90 ~~upon~~days ~~the~~for ~~achievement~~approximately $500,000 of ~~specified~~shares). ~~contractual~~Upon ~~milestones~~expiration ~~relating~~of the lock-up periods, holders remain subject to a Leak-Out Agreement, which imposes ongoing limitations on the ~~execution~~volume, timing and ~~performance~~manner of aresale. ~~particular~~Collectively, ~~material~~these ~~commercial~~arrangements ~~agreement~~are ~~(referred~~designed to asbalance the ~~“Babylon~~equityholders’ ~~Contract”),~~ability ~~including~~to ~~amounts~~achieve ~~payable~~liquidity atwith ~~signing~~the Company’s interest in maintaining an orderly trading market and ~~upon~~protecting ~~the~~stock ~~occurrence~~price ofstability ~~subsequent~~following ~~revenue-related~~the ~~events~~transaction.

The calculation and payment of the earnout payments and other contingent consideration described above are subject to detailed provisions in the Merger Agreement. These provisions include procedures for preparation and delivery of calculation statements, review rights of the Equityholder Representative, objection and dispute mechanisms, and resolution of disputes through binding determination by an independent accounting or valuation firm acting as an expert. Such determinations are generally final and binding on the parties absent manifest error.

In addition, certain of the Future Payments, including installment payments and stock consideration, are subject to clawback and offset rights in favor of Parent under specified circumstances, including reductions in key contract revenue or financial restatements, as further described in the Merger Agreement.

Clawback Provisions

Certain post-closing payments described above are subject to clawback provisions. Parent may offset amounts otherwise payable to former equityholders if:

•specified material customer contracts are terminated or significantly reduced; or

•financial performance results are restated.

The aggregate amount subject to clawback is capped at $3.0 million. Any clawback amounts will be satisfied primarily through reductions or offsets against Future Payments otherwise payable to the Company Group Equityholders, in accordance with the procedures specified in the Merger Agreement.

Treatment of Equity Awards and Warrants

At the Effective Time, outstanding equity awards and warrants of Halo and havenX will, in general, become fully vested (as applicable), be cancelled and converted into the right to receive a portion of the merger consideration, subject to the terms and conditions set forth in the Merger Agreement, including satisfaction of applicable exercise prices and delivery of required documentation.

Payment Mechanics

The Merger Agreement provides that the payment and delivery of merger consideration will be effected through customary exchange procedures, including the appointment of an exchange and paying agent. In particular:

•merger consideration will be paid and delivered through an exchange and paying agent designated in accordance with the Merger Agreement;

•holders of equity interests will be required to execute and deliver letters of transmittal or surrender agreements, together with any other required documentation, as a condition to receiving their respective portions of the merger consideration; and

•the aggregate merger consideration will be allocated and distributed among the Company Group Equityholders in accordance with a closing allocation schedule delivered by the Company Group and agreed to pursuant to the terms of the Merger Agreement.

Indemnification

The Merger Agreement contains customary representations, warranties and covenants of the parties, as well as indemnification provisions, including:

•indemnification by the former equityholders of Halo and havenX for breaches of representations, warranties and covenants, as well as certain specified matters identified in the Merger Agreement;

•indemnification by Parent for breaches of its own representations, warranties and covenants;

•customary limitations on indemnification obligations, including specified survival periods, deductibles or baskets, caps and other customary limitations on liability; and

•the ability of Parent to satisfy indemnification obligations, in whole or in part, through offsets against future cash or equity payments otherwise payable to the Company Group Equityholders, in accordance with the terms of the Merger Agreement.

Conditions to Closing

The Closing is subject to customary closing conditions, including:

•the absence of any law, order, or injunction prohibiting or restraining the consummation of the transactions contemplated by the Merger Agreement;

•the expiration or termination of any applicable regulatory waiting periods;

•the accuracy of the representations and warranties of the parties at Closing, subject to agreed materiality qualifications;

•compliance in all material respects with the covenants and agreements contained in the Merger Agreement; and

•receipt of required stockholder approvals and other customary closing deliverables.

Certain of these conditions are subject to waiver by the applicable party, in whole or in part, to the extent permitted by the Merger Agreement.

Termination

The Merger Agreement ~~may~~contains becustomary ~~terminated~~termination provisions, including the right of each Party to terminate the Merger Agreement under certain specified circumstances. These circumstances include, among others, (i) by mutual written consent of the parties, (ii) by either party if the Closing has not occurred on or prior to the date that is six (6) months following the Execution Date, (iii) by either party if any Governmental Authority has issued a final, non-appealable order enjoining or otherwise prohibiting the consummation of the Merger, or (iv) by either party in the event of a material breach by another Party of its representations, warranties, or covenants contained in the Merger Agreement that is not cured within a specified period following written notice thereof. Following any termination of the Merger Agreement, certain provisions will survive in accordance with their terms, including: provisions relating to confidentiality, expenses and other customary surviving obligations.

~~•by~~There ~~mutual~~can ~~written~~be ~~consent~~no ofassurance ~~Parent~~that ~~and~~the Merger will be completed on the ~~Company~~terms ~~Group;~~described herein or at all.

~~•by~~The ~~either~~foregoing ~~party~~description ifof the ~~Closing~~Merger ~~has~~Agreement does not ~~occurred~~purport ~~prior~~to be complete and is qualified in its entirety by reference to athe ~~specified~~full ~~outside~~text ~~date~~of the Merger Agreement, ~~subject~~which is filed as Exhibit 2.1 to ~~customary~~this ~~extension~~Current Report on Form 8-K and ~~termination~~is ~~provisions;~~incorporated orherein by reference.

•by either party in the event of a material breach of the Merger Agreement by the other party that is not cured within a specified period following receipt of notice thereof.

In the event of termination, the parties will have no further obligations under the Merger Agreement, except for certain provisions that survive termination, as specified therein, including provisions relating to confidentiality and certain expenses.

Registration Rights and Lock-Up

Parent has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of shares of Parent common stock issued as merger consideration within a specified period following Closing and to use commercially reasonable efforts to cause such registration statement to become effective and to maintain its effectiveness for a specified period thereafter.

The shares of Parent common stock issued in connection with the Mergers will be subject to customary transfer restrictions under applicable securities laws and may also be subject to contractual lock-up restrictions for a specified period following Closing, during which time the holders of such shares may be limited in their ability to transfer or dispose of such securities.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which will be filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On May 2022, 2026, the Company issued a press release, announcing the ~~acquisition~~Company’s ofentry ~~Halo~~into ~~Privacy and~~ the ~~full~~Merger ~~integration~~Agreement ofwith ~~HavenX, which is expected to close at the end of June 2026~~Target. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits:

Exhibit No.						Description
2.1						Agreement and Plan of Merger, dated May 721, 2026
99.1						Press Release dated May 2022, 2026
104						Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CYCURION, INC.

Date:

May 2628, 2026

By:

/s/ L. Kevin Kelly

Name:

L. Kevin Kelly

Title:

Chief Executive Officer

Filing Compare · Cycurion, Inc.