Cycurion Files S-1 for $60M Equity Deal, Secondary Offerings Post-Split

TL;DR

**Cycurion's S-1 signals significant dilution risk from a $60M equity line and secondary offerings, making it a speculative play despite its cybersecurity focus.**

AI Summary

Cycurion, Inc. (CYCUW) filed an S-1 on November 26, 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, potentially raising up to $60 million. Additionally, a secondary offering includes 119,326 shares of common stock from private placements and sponsor holdings, 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 issuable upon conversion of 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. As of November 25, 2025, the common stock closed at $3.51. Cycurion, an emerging growth company, specializes in cybersecurity solutions for federal government agencies and commercial clients, leveraging subsidiaries like Axxum Technologies LLC and Cloudburst Security LLC. The company will not receive proceeds from the secondary sales, except from warrant exercises.

Why It Matters

This S-1 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, providing capital for an emerging growth company in the critical cybersecurity sector. The significant secondary offering, including shares from the PIPE Financing and warrants, could introduce considerable selling pressure on the stock, impacting existing shareholders. The 1-for-30 reverse stock split, effective October 27, 2025, aimed to boost share price but also signals potential volatility. Competitively, Cycurion's focus on government and commercial cybersecurity, through subsidiaries like Axxum and Cloudburst, positions it in a high-demand market, but the dilution risk from these offerings is substantial.

Risk Assessment

Risk Level: high — The S-1 indicates a high degree of risk, explicitly stating, 'Investing in our securities involves a high degree of risk.' The primary offering allows Cycurion to sell up to 7,000,000 shares to Yield Point at 90% of the lowest daily VWAP, which could lead to substantial dilution. Furthermore, the secondary offering includes 119,326 shares, 395,866 shares underlying warrants with a high exercise price of $345.00, and 696,146 shares from preferred stock conversion, all contributing to potential downward pressure on the stock price, which closed at $3.51 on November 25, 2025.

Analyst Insight

Investors should exercise extreme caution due to the significant potential for dilution from the Equity Purchase Agreement and the large volume of shares in the secondary offering. Consider the impact of the 1-for-30 reverse stock split and the current trading price of $3.51 against the high warrant exercise price of $345.00. Await further financial disclosures to assess the company's burn rate and actual capital deployment before making any investment decisions.

Key Numbers

• $60 million — Maximum amount of common stock Cycurion can direct Yield Point to purchase (Represents potential capital infusion under the Equity Purchase Agreement)
• 7,000,000 — Shares of common stock offered in primary issuance (Shares to be issued to Yield Point NY LLC under the Equity Purchase Agreement)
• 1-for-30 — Reverse stock split ratio (Effected on October 27, 2025, to adjust share price)
• $3.51 — Closing sale price of common stock (As of November 25, 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 an exercise price of $345.00)
• 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 (Represents potential dilution from preferred stock conversion)
• $345.00 — Exercise price per share for PIPE Warrants and Public Warrants (Significantly higher than the current stock price of $3.51, making warrant exercise unlikely in the short term)
• 90% — Purchase price percentage of lowest daily VWAP (Price at which Yield Point will purchase shares under the Equity Purchase Agreement, indicating potential discount to market)

Key Players & Entities

• Cycurion, Inc. (company) — Registrant and cybersecurity solutions provider
• Yield Point NY LLC (company) — Purchaser in the Equity Purchase Agreement
• L. Kevin Kelly (person) — Chief Executive Officer of Cycurion, Inc.
• Seward & Kissel LLP (company) — Legal counsel and holder of shares/pre-funded warrant
• Western Acquisition Ventures Sponsor, LLC (company) — Sponsor holding common stock
• 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 assets were acquired
• SLG Innovation, Inc. (company) — Prime contractor for whom Cycurion acts as a subcontractor
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for the S-1 filing

FAQ

Risk Factors

• Reliance on Government Contracts [high — market]: The company's revenue is heavily dependent on contracts with federal government agencies, which are subject to budgetary constraints, procurement regulations, and potential shifts in government priorities. A significant portion of revenue is derived from subcontracts with SLG Innovation, Inc., creating concentration risk.
• Dependence on Key Personnel and Expertise [medium — operational]: Cycurion's business model relies on its highly skilled workforce and specialized knowledge in cybersecurity. The loss of key personnel or an inability to attract and retain top talent could significantly impair the company's ability to deliver services and maintain its competitive edge.
• Uncertainty of Future Capital [high — financial]: The company is pursuing a $60 million equity purchase agreement with Yield Point NY LLC, which is subject to market conditions and the company's ability to direct Yield Point to purchase shares at a discount (90% of the lowest daily VWAP). This structure introduces uncertainty regarding the actual capital raised and its timing.
• Intense Competition in Cybersecurity [medium — market]: The cybersecurity market is highly competitive, with numerous established players and emerging companies. Cycurion faces competition from both large, well-funded enterprises and smaller, specialized firms, requiring continuous innovation and differentiation to maintain market share.
• Dilution from Equity Offerings and Warrants [high — financial]: The S-1 filing details a primary offering of up to 7,000,000 shares to Yield Point, along with secondary offerings and shares underlying warrants and convertible preferred stock. This extensive potential dilution could significantly impact the value of existing shares.
• High Warrant Exercise Price [medium — financial]: The warrants have a significantly high exercise price of $345.00, which is far above the current trading price of $3.51. This makes it highly unlikely that these warrants will be exercised in the near term, limiting the capital infusion from this source.

Industry Context

Cycurion operates in the highly competitive and rapidly evolving cybersecurity sector, serving both federal government agencies and commercial clients. The industry is characterized by increasing cyber threats, stringent regulatory requirements, and a constant need for technological innovation. Key trends include the growing demand for cloud security, data protection, and advanced threat detection solutions, driven by digital transformation and heightened geopolitical risks.

Regulatory Implications

As a provider of cybersecurity solutions to federal government agencies, Cycurion must navigate complex procurement processes, compliance with government standards (e.g., NIST, CMMC), and data security regulations. Changes in government spending priorities or cybersecurity mandates could impact contract awards and revenue streams. The company's status as an Emerging Growth Company may provide some regulatory flexibility in its SEC filings.

What Investors Should Do

1. Scrutinize the terms of the Equity Purchase Agreement with Yield Point NY LLC.
2. Assess the company's reliance on government contracts and key subcontractors.
3. Analyze the potential dilution from the primary offering, secondary sales, warrants, and convertible preferred stock.
4. Evaluate the competitive landscape and Cycurion's differentiation strategy.
5. Monitor the company's ability to attract and retain skilled cybersecurity talent.

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, subject to specific terms and market conditions.
• 2025-10-27: 1-for-30 reverse stock split effected — Adjusted the number of outstanding shares to increase the per-share price, likely in preparation for listing or offerings.
• 2025-11-25: Common stock closed at $3.51 — Provides a current market valuation reference point for the company's stock.
• 2025-11-26: S-1 filing with SEC — Publicly discloses detailed financial and business information, including the proposed primary and secondary offerings.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies intending to offer securities to the public. It contains comprehensive information about the company's business, financial condition, and the securities being offered. (This document is the primary source of information for investors regarding Cycurion's proposed offering and financial status.)

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 the market price. (This agreement with Yield Point NY LLC outlines the terms for a potential $60 million capital infusion, a key element of the company's financing strategy.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them, typically to increase the per-share market price. (Cycurion executed a 1-for-30 reverse stock split, which significantly altered its share structure and is a common precursor to or consequence of public offerings.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase a company's stock at a specified price (exercise price) before a certain expiration date. (The S-1 details shares underlying warrants with a high exercise price ($345.00), indicating potential future dilution but unlikely near-term exercise.)

Pre-funded Warrant

A type of warrant that allows the holder to purchase a share at a nominal exercise price (often $0.01 or less), effectively representing immediate ownership of the underlying share upon exercise. (The inclusion of a pre-funded warrant for Seward & Kissel LLP suggests a specific arrangement for legal services or advisory compensation.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares under certain conditions. (The Series G Convertible Preferred Stock represents potential future dilution as it can be converted into common stock.)

VWAP (Volume Weighted Average Price)

The average price of a security over a given period, weighted by the trading volume during that period. It is often used as a benchmark for trading execution. (The Equity Purchase Agreement references 90% of the lowest daily VWAP, indicating the potential discount at which Yield Point will purchase shares.)

Emerging Growth Company

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

Year-Over-Year Comparison

This S-1 filing represents a significant update from any prior filings, detailing a new primary offering of up to $60 million via an Equity Purchase Agreement with Yield Point NY LLC and a substantial number of secondary shares. The company has also undergone a 1-for-30 reverse stock split, indicating a strategic move to adjust its share structure. New risks related to the specific terms of the Yield Point agreement and the extensive potential dilution from various equity instruments are now prominent.

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
• $3.51 — sing sale price of our Common Stock was $3.51. Each Selling Stockholder is not an "

Filing Documents

• forms-1.htm (S-1) — 4215KB
• ex10-41.htm (EX-10.41) — 108KB
• ex10-42.htm (EX-10.42) — 67KB
• ex23-2.htm (EX-23.2) — 7KB
• ex107.htm (EX-FILING FEES) — 28KB
• forms-1_001.jpg (GRAPHIC) — 34KB
• ex23-2_001.jpg (GRAPHIC) — 7KB
• ex23-2_002.jpg (GRAPHIC) — 2KB
• ex23-2_003.jpg (GRAPHIC) — 4KB
• 0001493152-25-025158.txt ( ) — 17405KB
• cycu-20250930.xsd (EX-101.SCH) — 105KB
• cycu-20250930_cal.xml (EX-101.CAL) — 86KB
• cycu-20250930_def.xml (EX-101.DEF) — 598KB
• cycu-20250930_lab.xml (EX-101.LAB) — 727KB
• cycu-20250930_pre.xml (EX-101.PRE) — 650KB
• forms-1_htm.xml (XML) — 2996KB
• ex107_htm.xml (XML) — 7KB

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

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