8-K
filed February 14, 2025, 6:59 PM ET
ticker CYCU
CIK 0001868419
M&A
confidence high
sentiment neutral
materiality 0.90
Cycurion, Inc. (CYCU): M&A transaction — Western Acquisition Ventures completes business combination with Cycurion, changes name to Cycurion, Inc.
Cycurion, Inc.
- Closed de-SPAC merger with Cycurion on Feb 14, 2025; company renamed Cycurion, Inc.
- Issued ~6.5M common shares, 106,816 Series A, 3,000 Series B, 4,851 Series C, 6.67M Series D preferred, plus warrants.
- A.G.P. received $2.5M fee in pre-funded warrants for 5M shares of common stock at $0.0001 exercise price.
- SLG Agreement: plans to acquire SLG contracts; can terminate without penalty until April 11, 2025.
- Outstanding common stock ~11.88M shares; various lock-up periods up to one year.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Emmit McHenry was appointed as Director at Cycurion, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Emmit McHenry, L. Kevin Kelly, Peter Ginsberg, Reginald S. Bailey, Sr., and Kevin E. O’Brien were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
L. Kevin Kelly was appointed as Director at Cycurion, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Emmit McHenry, L. Kevin Kelly, Peter Ginsberg, Reginald S. Bailey, Sr., and Kevin E. O’Brien were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Reginald S. Bailey, Sr. was appointed as Director at Cycurion, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Emmit McHenry, L. Kevin Kelly, Peter Ginsberg, Reginald S. Bailey, Sr., and Kevin E. O’Brien were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Ginsberg was appointed as Director at Cycurion, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Emmit McHenry, L. Kevin Kelly, Peter Ginsberg, Reginald S. Bailey, Sr., and Kevin E. O’Brien were appointed as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin E. O’Brien was appointed as Director at Cycurion, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Emmit McHenry, L. Kevin Kelly, Peter Ginsberg, Reginald S. Bailey, Sr., and Kevin E. O’Brien were appointed as directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Cycurion, Inc.: Adopted a new code of conduct (that serves as code of ethics) effective upon the Closing Date.
- Change
- code of ethics
Exact text from the filing
Effective upon the Closing Date, in connection with the completion of the Business Combination, the Board adopted a new code of conduct, which is applicable to all of the Company’s directors, officers, and employees
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Cycurion, Inc.: Ceased to be a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased to be a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Cycurion, Inc.: Adopted amended and restated bylaws via A&R Bylaws, effective as of the Closing Date.
- Change
- bylaw amendment
Exact text from the filing
the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the “A&R Bylaws”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Cycurion, Inc.: Amended and restated certificate of incorporation via Second A&R Certificate of Incorporation, effective as of the Closing Date.
- Change
- charter amendment
Exact text from the filing
In connection with the completion of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to the Second A&R Certificate of Incorporation
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 1.0
Cycurion, Inc. underwent a change of control involving Western Acquisition Ventures Corp. (closed 2025-02-14).
- Action
- change of control
- Counterparty
- Western Acquisition Ventures Corp.
- Closing
- 2025-02-14
Exact text from the filing
On February 14, 2025 (the “Closing Date”), the parties completed the Business Combination.
View on SEC.gov
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