What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-04-17 compared with 2024-04-26 · 17 added, 34 removed, 1 unchanged (98% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units, common stock and warrants are each traded on the Nasdaq Global Market (“NASDAQ”) under the symbols “WAVSU,” “WAVS,” and “WAVSW,” respectively.

On January 12, 2022, our units began to trade on NASDAQ.

On May 2, 2022, the shares of common stock and warrants comprising our units began to trade separately.

Units not separated continue to be listed on NASDAQ.

As of the date this annual report was filed, there was an aggregate of 3,525,267 shares of common stock issued and outstanding.

MARKET FOR OUR COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information for Common Stock

Our common stock is currently listed on The Nasdaq

Global Market and our warrants on The Nasdaq Capital Market, under the symbols “CYCU” and “CYCUW”, respectively.

On April 14, 2025, the closing sale price of our common stock was $0.50 per share.

Holders of Record

As of the date this annual report was filed, there was an aggregate of 3,525,267 shares of common stock issued and outstanding, which are held by our Sponsor Western Acquisition Ventures Sponsor LLC, Alliance Global Partners, our independent directors and other holders of record.

We currently have approximately 29 non-public holders of our Common Stock held by three holders of record as of the date this annual report was filed.

Our record holders do not count beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies held through Cede & Co.

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements, and general financial condition subsequent to completion of a business combination.

The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time.

It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Securities and Use of Proceeds

Simultaneously with the closing of the IPO on January 14, 2022, pursuant to the Subscription Agreement for private placement units (the “Private Placement Units”), the Company completed the private sale of an aggregate of 376,000 units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,760,000.

The Private Placement Units are identical to the units in the IPO, except as otherwise disclosed in the Registration Statement.

No underwriting discounts or commissions were paid with respect to such sale.

The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

On June 9, 2021, the Sponsor acquired 4,312,500 shares of common stock of the Company (the “Founder Shares”) for an aggregate purchase price of $25,000.

On June 16, 2021, the Sponsor transferred 1,207,500 of the Founder Shares to an affiliate of AGP for $7,000.

On November 22, 2021, the Company effected a 2 for 3 reverse stock split of its common stock, and AGP sold back to the Sponsor 55,000 Founder Shares for $478, such that the Sponsor owns an aggregate of 2,125,000 Founder Shares, and AGP owns 750,000 Founder Shares.

Up to 375,000 Founder Shares (including the Founder Shares transferred to an affiliate of AGP) were subject to forfeiture by the subscribers in case the underwriters did not fully exercise their over-allotment option.

Prior to the initial investment in the Company of $25,000 by our Sponsor, we had no assets, tangible or intangible.

Simultaneously with the consummation of the IPO, the Company sold 376,000 Private Placement Units, as described above under the heading “Introduction,” which is part of Item 1 above.

Since the underwriters exercised the overallotment option in full on January 14, 2022, none of the Founder Shares are subject to forfeiture any longer.

The Company’s Sponsor, officers and directors have agreed, subject to limited exceptions, not to transfer, assign, or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the completion of the initial Business Combination;

or (B) subsequent to the initial Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination;

or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

For further description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K, Note 1 to the financial statements included herewith, and as Item 7A below.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

As of April 17, 2025, there were approximately 37 holders of record of our common stock.

Such numbers do not include beneficial owners holding our securities through nominee names.

Dividend Policy

Cycurion does not anticipate paying any cash dividends

in the foreseeable future.

If Cycurion incurs indebtedness in the future to fund its future growth, its ability to pay dividends may

be further restricted by the terms of such indebtedness.

Unregistered Sales of Equity Securities

Issuer Purchases of Equity Securities

The Company did not repurchase any of its common

stock during the year ended December 31, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity