Cycurion Files S-1/A for $60M Equity Deal, Reverse Split Adjusted

TL;DR

**CYCUW's S-1/A signals significant dilution risk with a $60M equity deal and a recent 1-for-30 reverse split, making it a speculative play despite its government cybersecurity focus.**

AI Summary

Cycurion, Inc. (CYCUW) filed an S-1/A on December 2, 2025, detailing a primary offering of up to 7,000,000 shares of common stock to Yield Point NY LLC under an Equity Purchase Agreement dated April 7, 2025, which allows Cycurion to put up to $60 million in shares. Additionally, a secondary offering includes 119,326 shares of common stock from private placements and held by Western Acquisition Ventures Sponsor, LLC, 395,866 shares underlying warrants with an exercise price of $345.00, up to 83,333 shares underlying a pre-funded warrant for Seward & Kissel LLP, and 696,146 shares convertible from Series G Convertible Preferred Stock. The company executed a 1-for-30 reverse stock split on October 27, 2025, with shares trading on a split-adjusted basis, and its common stock closed at $3.48 on December 1, 2025. Cycurion, an emerging growth company, provides cybersecurity solutions to federal government agencies and commercial clients, leveraging subsidiaries like Axxum Technologies LLC and Cloudburst Security LLC, and has a significant subcontractor relationship with SLG Innovation, Inc. since fall 2019.

Why It Matters

This S-1/A filing is crucial for investors as it outlines Cycurion's strategy to raise up to $60 million through an equity purchase agreement with Yield Point NY LLC, potentially diluting existing shareholders. The 1-for-30 reverse stock split, effective October 27, 2025, aims to boost the stock price and maintain Nasdaq listing, but its long-term impact on investor confidence and liquidity remains to be seen. For employees and customers, the capital raise could support continued investment in cybersecurity solutions and strategic acquisitions, enhancing Cycurion's competitive position against larger players in the government and commercial cybersecurity markets. The company's reliance on subcontractor relationships, particularly with SLG Innovation, Inc., highlights its operational model and potential dependencies.

Risk Assessment

Risk Level: high — The filing indicates a high degree of risk, explicitly stating, 'Investing in our securities involves a high degree of risk.' The potential for significant dilution is evident with the primary offering of up to 7,000,000 shares to Yield Point NY LLC, representing a substantial portion of the company's market capitalization given the closing price of $3.48 on December 1, 2025. Furthermore, the 1-for-30 reverse stock split on October 27, 2025, often signals underlying financial distress or a struggle to maintain listing requirements, adding to investor uncertainty.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate the potential for dilution from the Equity Purchase Agreement with Yield Point NY LLC. Given the recent 1-for-30 reverse stock split and the explicit 'high degree of risk' warning, consider this a highly speculative investment and conduct extensive due diligence on Cycurion's financial health and operational performance before making any investment decisions.

Financial Highlights

debt To Equity

X.X

revenue

$X

operating Margin

X%

total Assets

$X

total Debt

$X

net Income

$X

eps

$X

gross Margin

X%

cash Position

$X

revenue Growth

+X%

Key Numbers

• $60 million — Maximum value of shares Cycurion can direct Yield Point to purchase (Potential capital raise through the Equity Purchase Agreement)
• 7,000,000 — Shares of Common Stock in primary offering to Yield Point (Initial tranche of shares registered for sale under the Equity Purchase Agreement)
• 1-for-30 — Reverse Stock Split ratio (Effected on October 27, 2025, to adjust share price and quantity)
• $3.48 — Closing sale price of Common Stock (On December 1, 2025, on The Nasdaq Capital Market)
• 119,326 — Shares of Common Stock in secondary offering (Includes shares from PIPE Financing, Sponsor, and legal firms)
• 395,866 — Shares of Common Stock underlying Warrants (Includes PIPE Warrants and Public Warrants with a $345.00 exercise price)
• 83,333 — Shares of Common Stock underlying a Pre-Funded Warrant (Issuable to Seward & Kissel LLP)
• 696,146 — Shares of Common Stock issuable upon conversion of Series G Preferred Stock (From 3,133 shares of Series G Convertible Preferred Stock)
• 90% — Purchase price percentage of VWAP for Put Stock (Discounted price for shares sold to Yield Point NY LLC)
• 25,000,000 — Reserved shares for Equity Purchase Agreement (Authorized and unissued shares of Common Stock set aside for the Yield Point deal)

Key Players & Entities

• Cycurion, Inc. (company) — Registrant and cybersecurity solutions provider
• Yield Point NY LLC (company) — Purchaser in the Equity Purchase Agreement for up to $60 million in shares
• L. Kevin Kelly (person) — Chief Executive Officer of Cycurion, Inc.
• Seward & Kissel LLP (company) — Legal counsel and holder of 8,333 shares of Common Stock and a pre-funded warrant for 83,333 shares
• Western Acquisition Ventures Sponsor, LLC (company) — Holder of 95,833 shares of Common Stock
• SLG Innovation, Inc. (company) — Prime contractor and strategic partner for Cycurion's subcontractor relationships
• Axxum Technologies LLC (company) — Wholly-owned subsidiary of Cycurion, Inc.
• Cloudburst Security LLC (company) — Wholly-owned subsidiary of Cycurion, Inc.
• Sabres Security Ltd. (company) — Israeli-based cyber security provider from which Cycurion acquired assets
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing

FAQ

Risk Factors

• Dependence on Government Contracts [high — market]: Cycurion's revenue is significantly derived from contracts with federal government agencies. A reduction in government spending, changes in procurement policies, or the loss of key government contracts could materially and adversely affect its business, financial condition, and results of operations. The company's subcontractor relationship with SLG Innovation, Inc. highlights this reliance.
• Reliance on Key Personnel and Subcontractors [medium — operational]: The company's success depends on its ability to attract, retain, and motivate highly skilled personnel, particularly in the cybersecurity field. Furthermore, its significant subcontractor relationship with SLG Innovation, Inc. means that disruptions to SLG's operations or its ability to perform could negatively impact Cycurion's ability to fulfill its contractual obligations.
• Uncertainty of Capital Raise [high — financial]: The company is seeking to raise up to $60 million through an Equity Purchase Agreement with Yield Point NY LLC. The success of this capital raise is crucial for its operations and growth, and any failure to secure these funds could have a material adverse effect on its financial condition and ability to execute its business plan.
• Cybersecurity Threats and Data Breaches [high — regulatory]: As a cybersecurity solutions provider, Cycurion is exposed to the risk of cyberattacks and data breaches, which could damage its reputation, lead to legal liabilities, and result in significant financial losses. A breach of its own systems or those of its clients could have severe consequences.
• Intense Competition in Cybersecurity [medium — market]: The cybersecurity market is highly competitive, with numerous established players and emerging companies. Cycurion faces competition from companies with greater resources and brand recognition, which could impact its ability to win new contracts and retain existing clients.

Industry Context

Cycurion operates in the highly competitive cybersecurity market, serving both federal government agencies and commercial clients. The demand for cybersecurity solutions is driven by increasing threats and regulatory requirements. Key competitors range from large, established defense contractors to specialized cybersecurity firms. The company leverages its government experience and custom solutions to differentiate itself.

Regulatory Implications

As a provider of cybersecurity solutions to government agencies, Cycurion must adhere to strict federal regulations and compliance standards. Changes in government procurement policies or security mandates could impact its business. Its status as an Emerging Growth Company may provide some regulatory flexibility, but it still faces oversight from the SEC regarding its public offerings.

What Investors Should Do

1. Evaluate the terms of the Equity Purchase Agreement with Yield Point NY LLC.
2. Assess the company's revenue diversification and dependence on government contracts.
3. Review the company's cybersecurity capabilities and competitive positioning.
4. Monitor the exercise of warrants and conversion of preferred stock.

Key Dates

• 2025-04-07: Equity Purchase Agreement with Yield Point NY LLC executed — Establishes a framework for potential capital raise of up to $60 million, providing a crucial funding source for operations and growth.
• 2025-10-27: 1-for-30 reverse stock split effected — Adjusted the number of outstanding shares and the per-share price, likely to meet exchange listing requirements or improve marketability.
• 2025-12-01: Common stock closed at $3.48 — Indicates the current market valuation of the company's common stock on a split-adjusted basis.
• 2025-12-02: S-1/A filing detailing primary and secondary offerings — Provides comprehensive information about the company's business, financial condition, and the proposed securities offering to the public and Yield Point NY LLC.

Glossary

S-1/A

An amendment to a registration statement filed with the U.S. Securities and Exchange Commission (SEC) on Form S-1. It is used to provide updated or corrected information before a securities offering becomes effective. (This filing provides the latest details on Cycurion's proposed stock offering and its business operations.)

Equity Purchase Agreement

A contract between a company and an investor where the investor commits to purchase shares of the company's stock under specified terms and conditions, often at a discount to market price. (This agreement with Yield Point NY LLC allows Cycurion to sell up to $60 million of its stock, providing a potential significant capital infusion.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them. This increases the per-share price. (Cycurion executed a 1-for-30 reverse stock split, impacting its share count and per-share trading price.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase a company's stock at a specified price (exercise price) within a certain timeframe. (The filing details shares underlying warrants, which could increase the total number of outstanding shares if exercised.)

Pre-funded Warrant

A type of warrant that allows the holder to purchase a share for a nominal exercise price, often after the initial purchase of a security that includes the pre-funded warrant. It effectively allows for immediate exercise and ownership of the underlying share. (Cycurion is issuing a pre-funded warrant to Seward & Kissel LLP, representing a commitment to issue shares.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares at the option of the holder. (Cycurion has Series G Convertible Preferred Stock that can be converted into common stock, impacting the total potential share count.)

Emerging Growth Company

A designation under the JOBS Act for companies with less than $1.235 billion in annual gross revenue (as of 2023) that are allowed certain regulatory and disclosure accommodations. (Cycurion's status as an EGC may affect its reporting requirements and compliance obligations.)

VWAP

Volume Weighted Average Price. It is the average price of a security over a given period, weighted by the trading volume at each price level. (The Equity Purchase Agreement with Yield Point NY LLC specifies that shares will be purchased at 90% of the VWAP, indicating a discount to market price.)

Year-Over-Year Comparison

This S-1/A filing represents a significant update from previous filings, primarily detailing a new primary offering of up to 7,000,000 shares to Yield Point NY LLC under an Equity Purchase Agreement, potentially raising up to $60 million. It also outlines a secondary offering of various shares from private placements, warrants, and convertible preferred stock. The filing confirms the execution of a 1-for-30 reverse stock split, which impacts the share structure. No specific prior financial metrics are available in the provided text for direct comparison of revenue growth or margin changes.

Key Financial Figures

• $0.0001 — 0,000 shares of common stock, par value $0.0001 per share ("Common Stock"), relating to
• $345.00 — nancing and having an exercise price of $345.00 per share; and (ii) 383,333 shares of C
• $60 million — to direct Yield Point to purchase up to $60 million in shares of our Common Stock upon sati
• $23 million — Agreement. The remaining balance of the $23 million in shares of Common Stock issued pursua
• $3.48 — sing sale price of our Common Stock was $3.48. Each Selling Stockholder is not an "

Filing Documents

• forms-1a.htm (S-1/A) — 4312KB
• ex5-1.htm (EX-5.1) — 17KB
• ex23-2.htm (EX-23.2) — 7KB
• forms-1_001.jpg (GRAPHIC) — 34KB
• ex23-2_001.jpg (GRAPHIC) — 7KB
• ex23-2_002.jpg (GRAPHIC) — 2KB
• ex23-2_003.jpg (GRAPHIC) — 4KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-25-025801.txt ( ) — 17207KB
• cycu-20250930.xsd (EX-101.SCH) — 105KB
• cycu-20250930_cal.xml (EX-101.CAL) — 86KB
• cycu-20250930_def.xml (EX-101.DEF) — 599KB
• cycu-20250930_lab.xml (EX-101.LAB) — 727KB
• cycu-20250930_pre.xml (EX-101.PRE) — 652KB
• forms-1a_htm.xml (XML) — 2996KB

USE OF PROCEEDS

USE OF PROCEEDS 25 THE ELOC TRANSACTION 25 MARKET PRICE OF OUR COMMON STOCK AND DIVIDEND INFORMATION 26

BUSINESS

BUSINESS 26 MANAGEMENT 35 EXECUTIVE AND DIRECTOR COMPENSATION 40 BENEFICIAL OWNERSHIP OF SECURITIES 42 SELLING STOCKHOLDERS 43 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 45 DESCRIPTION OF OUR SECURITIES 50 SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK 59

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CYCURION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CYCURION 60 PLAN OF DISTRIBUTION 68 TAXATION 71 LEGAL MATTERS 74 EXPERTS 74 WHERE YOU CAN FIND MORE INFORMATION 74 INDEX TO FINANCIAL STATEMENTS F-1 The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the U.S. Securities and Exchange Commission. See "Where You Can Find More Information." Information contained in, and that can be accessed through our web site, www.cycurion.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered hereunder. Unless the context otherwise requires, the terms "we," "us," "our," the "Company," "Cycurion" and "our business" refer to Cycurion, Inc. and "this offering" refers to the offering contemplated in this prospectus. Neither we nor the Selling Stockholders authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our Common Stock. Our business, financial condition, results of operations and pro

Business

Business We 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 information technology ("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. We are committed to surpassing expectations and delivering 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. We deliver high-quality, cybersecurity solutions to federal government civilian, defense and judicial agencies in addition to commercial clients across a variety of industries. Through our operating subsidiaries and strategic partnerships, we 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. Our Subcontract

View Full Filing

View this S-1/A filing on SEC EDGAR