Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure control and Procedures .
We carried out an evaluation, under the supervision,
and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness
of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our
principal executive officer and principal financial officer concluded that, as of December 31, 2024, the period covered in this report,
our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under
the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated
and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure due to material weaknesses in internal control over financial reporting further described
below.
Despite the identified material weaknesses, management
concluded that the consolidated financial statements included in this Annual Report present fairly, in all material respects, the financial
position, results of operations and cash flows for the periods disclosed in conformity with GAAP. WWC, P.C., the Company’s independent
registered public accounting firm, has issued an unqualified opinion on our consolidated financial statements as of and for the year
ended December 31, 2024. They were not engaged to perform, and did not perform, an audit of internal control over financial reporting.
This material weakness has no impact on our consolidated financial statements in prior years.
Management’s Report on Internal Control
Over Financial Reporting .
Our management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of
its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management, including the Company’s Chief Executive
Officer and Chief Financial Officer, do
not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting
will prevent or detect all errors and all fraud. A control system, regardless of how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following: judgements
in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes, controls can be circumvented
by individuals, acting alone or in collusion with each other, or by management override. The design of any system of controls is based
in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
34
Material Weakness in Internal Control over
Financial Reporting
Our management assessed the design and effectiveness of our internal control
over financial reporting as of December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) of 2013 regarding Internal Control – Integrated Framework. Based
on that evaluation, management has concluded that the Company did not maintain effective internal control over financial reporting as
of December 31, 2024 due to the material weakness described below.
● The
Company does not have sufficient written documentation of our internal control policies and
procedures. Written documentation of key internal controls over financial reporting is a
requirement of Section 404 of the Sarbanes-Oxley Act; and
● Management
does not have sufficient resources to maintain adequate segregation of duties and maintain
its internal control environment.
In response to the above identified weaknesses in
our internal control over financial reporting, we plan to improve the documentation of our internal control policies and procedures and
develop an internal testing plan to document our evaluation of effectiveness of the internal controls. We expect to conclude these remediation
initiatives during the fiscal year ended December 31, 2025. We continue to evaluate testing of our internal control policies and procedures,
including assessing internal and external resources that may be available to complete these tasks, but do not know when these tasks will
be completed.
Management’s Plan to Remediate the Material
Weakness
A material weakness (within the meaning of PCAOB
Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting
that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s
financial reporting.
This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not
subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission
that permit us to provide only management’s report in this Annual Report.
The financial statements for the year ended
December 31, 2024 have been audited by the independent public accounting firm WWC, P.C. (“WWC”).
Changes in Internal Control Over Financial
Reporting.
There were no changes in the Company’s internal control over financial
reporting during the fiscal year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None .
ITEM 9C. DISCLOSURE REGARDING
FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
Each of our directors holds office until the next
annual meeting of our stockholders or until his or her successor has been elected and qualified, or until his or her death, resignation,
or removal. Our executive officers are appointed by, and serve at the pleasure of, our Board and hold office until his or her death,
resignation, or removal from office. The executive officers have been appointed based on their qualifications, including their prior
leadership history with other companies, strategic vision, and potential contributions to our growth and profitability.
The directors and executive officers of the Company
and their ages as of December 31, 2024, are as follows:
Name
Age
Position
Emmit
McHenry
81
Chairman
of the Board of Directors
Alvin
McCoy, III
56
Chief
Financial Officer
L.
Kevin Kelly
58
Chief
Executive Officer and Director
Peter
Ginsberg (1)(2)(3)
70
Director
Reginald
S. Bailey, Sr. (1)(2)(3)
50
Director
Kevin
E. O’Brien (1)(2)(3)
57
Director
Irving Minnaker
66
Director
(1) Member
of the Audit Committee
(2) Member
of the Compensation Committee
(3) Member
of the Nominating and Governance Committee
Emmit McHenry, Chairman of the Board
Emmit McHenry has served as our Chairman of the Board
since October 4, 2017, and also served as our Chief Executive Officer until January 25, 2023. Prior to joining the Company, Mr. McHenry
was a founding Principal of Archura, LLC, in 2006, and held the positions of Chairman and Chief Executive Officer. Earlier in his career,
Mr. McHenry founded and developed several other companies us, including NetCom Solutions International, Inc. and Network Solutions, Inc,
the internet domain service provider. In addition, he has held management positions with International Business Machines (IBM), Connecticut
General Life Insurance Company (now, CIGNA), Union Mutual, and Allstate Insurance Company, where he served in several positions, including
Regional Vice President for the five northwestern states (Idaho, Oregon, Washington, Alaska, and Hawaii).
Mr. McHenry has held positions on the executive Committee
for the Council on Competitiveness and the Board of Directors for James Martin Government Intelligence and Global Technology. Mr. McHenry
obtained a Bachelor of Arts in Communications from the University of Denver and a Master of Arts in Communications from Northwestern
University. Mr. McHenry also received an Honorary Doctor of Philosophy from Shaw University. Mr. McHenry is a Service-Disabled Veteran,
having served in the United States Marine Corps. We believe that Mr. McHenry is qualified to serve on our Board because of his significant
experience in corporate leadership and extensive knowledge Information Security.
35
Alvin McCoy, III, Chief Financial Officer
Alvin McCoy, III has served as our Chief Financial
Officer since October 4, 2017 and as a director through April 24, 2024. Prior to joining the Company, Mr. McCoy served as a Managing
Partner at Quantum Capital Partners, LLC (“Quantum Capital Partners”), a merchant banking firm that specialized in corporate
financial advisory, real estate advisory, and niche structured finance transactions from 2004. He specialized in advising middle market
companies with strategic financial management and M&A activity. Prior to his role at Quantum Capital Partners, Mr. McCoy was the
President and Chief Executive Officer of The McCoy Group, LLC, providing interim CFO services, capital raising and strategic advice to
middle market and early-stage companies. Prior to this, Mr. McCoy served in several management positions at Merrill Lynch, Pierce, Fenner
& Smith Incorporated’s Sales and Trading and Structured Finance groups from 1994 to 1999.
Mr. McCoy earned a Bachelor of Arts in Economics
and History from Bucknell University and a Master of Business Administration from Duke University — The Fuqua School
of Business. He was the Chairman of the Board for Lafayette Federal Credit Union, a $560 million financial institution that serves the
Washington DC market, and also served on the Board of Directors of Potomac Business Services, LLC, a commercial real estate underwriting,
lending, and servicing organization with over $5 billion in assets that represents financial institutions. Mr. McCoy served on the Board
of Directors of the Bucknell Alumni Association and has been active in the Junior Achievement Mentoring Program. We believe that Mr.
McCoy is qualified to serve on our Board because of his extensive investment banking and financial experience working with both middle
market and large organizations across various industry sectors.
L. Kevin Kelly, Chief Executive Officer
L. Kevin Kelly has served as Cycurion’s Chief
Executive Officer and one if its directors since January 25, 2023. Mr. Kelly will continue to serve as Cycurion’s Chief Executive
Officer (and, upon Closing, as Cycurion’s Chief Executive Officer for the first 10 days after the Closing). From March 2015, he
was the Chief Executive of Halo Privacy, a Chicago, Illinois-based cyber security organization that focuses on digital security solutions
for high-profile individuals and Fortune 500 companies. In 2014 and 2015, he was the Chief Executive Officer and President for the North
American operations of Asia Pulp & Paper, an Asian-based pulp and paper entity that ranks as one of the largest in the world. Mr.
Kelly’s career also included 16 years with Heidrick & Struggles International Incorporated, a world-wide premier executive
search firm; during the last six years of his tenure ending in 2013, he served as its Chief Executive Officer. From January 2016 to April
2017, Mr. Kelly was based in the Greater Chicago Area, as an executive advisor to the BTS Group AB, a Swedish-headquartered global professional
services firm. Mr. Kelly earned his Bachelor of Science from George Mason University and his Master of Business Administration from Duke
University — The Fuqua School of Business.
Peter Ginsberg, Director
Peter R. Ginsberg has served as one of Cycurion’s
independent directors since November 30, 2023. He is a practicing attorney with a wide range of experience and successfully represented
Cycurion in one of its matters in 2020. In February of 2023, he co-founded Moskowitz Colson Ginsberg & Schulman, LLP, of which he
is a partner in the firm. Previously, he was a partner with Moskowitz & Book, LLP from July of 2021 until the co-founding of his
current firm. He was a partner of Michelman & Robinson, LLP from December 2020 through July 2021. Prior to that, from September 2018
through December 2020, he was a partner at Robinson Brog Leinwand Greene Genovese & Gluck, P.C. and then moved with a number of its
attorneys to Sullivan & Worcester LLP (US). Earlier in his career, Mr. Ginsberg was an Assistant U.S. Attorney in the Eastern District
of New York,
Mr. Ginsberg received his B.A. in history from the
University of Pennsylvania in 1976, his MS in international relations from the London School of Economics in 1977; and his J.D. from
Columbia Law School of Law in 1980. We believe that Mr. Ginsberg is qualified to serve on our Board because of his long history with
Cycurion and the ability to provide broad-based legal advice to the Board.
Reginald S. Bailey, Sr.
Reginald S. Bailey has served as one of
Cycurion’s independent directors since February 14, 2025. He is a co-founder of, and from 2019 to present, is the Chief
Operating Officer of Cysurance LLC, a Washington DC and New York-based provider of a fully integrated cyber incident program. In
2017, Mr. Bailey co-founded, and thereafter has been, and remains, the managing principal of BoxTop Growth Partners LLC, a
Washington DC and New York-based boutique advisory firm. From 2012 to 2013, he served as Chief Operating Officer of Hofmann Brands
and then from 2014 to 2017, he served as the Chief Executive Officer and a Board Member of Hofmann Brands, a Syracuse New York-based
portfolio investment company to Hofmann Sausage Company LLC, Hofmann Hots, LLC, and The Handwich®. From 2008 to 2012, Mr. Bailey
served as the Managing Partner of Phoenix International Management Group, LLC, a Washington DC-based privately owned consulting
practice that specialized in global network infrastructure and business operations solutions. From 2000 to 2008 he served as the
Managing Partner, President, and Chief Operating Officer of Worldwide Network Services, LLC, a Washington DC-based SBA-certified
defense contractor that he co-founded and which specialized in the engineering, design, installation, and maintenance of private
networks within hazardous, remote, or geographically challenged environments worldwide.
Mr. Bailey earned a Bachelor of Science in Business
Management from North Carolina Agricultural & Technical State University in 1995. We believe that Mr. Bailey is qualified to serve
on our Board because of his broad experience in the cyber industry and his investment company advisory services.
Kevin E. O’Brien
Kevin E. O’Brien has served as one of
Cycurion’s independent directors since February 14, 2025. In 2000, he founded and, through its acquisition by Revere Data, LLC
in 2002, served as the Chief Executive Officer of Gradience, Inc., a San Francisco, California-based provider of cloud-based
services and software for on-demand marketing and financial services applications. From that acquisition in 2002 through 2013, Mr.
O’Brien served as the President and Chief Executive Officer of and a Director of Revere Data, LLC, a San Francisco,
California-based provider of specialty data, analytics, and index services to Fortune 500 and defense customers. Revere Data was
acquired by FactSet Research Systems, Inc. (NYSE: FDS) in 2013, where, for the succeeding three years, he served as its Regional
Director for the Americas. FactSet is a San Francisco, New York, and London-based provider of enterprise class software, analytics,
and services to 126,000 in 24 countries. From 2016 to the 2024, he has been employed by Orbital Insight, Inc., a Palo Alto,
California- based Geospacial Software and Analytics Company that merges artificial intelligence and innovations to solve the
world’s biggest business, national security, and societal problems as scale. During the first four years of his employment, he
served as Orbital Insight’s Chief Operating Officer and, thereafter, from 2020 to 2024 as its Chief Executive Officer. From
February 2024 to present, he serves as President at Chainalysis Government Solutions.
Mr. O’Brien received his B.B.A. in Management
Information Systems from James Madison University in 1987 and his MBA from EDHEC Business School (Paris, France) in innovation, strategy,
and information technology in 1994. We believe that Mr. O’Brien is qualified to serve on our Board because of his broad experience
in the technology industry.
Irving Minnaker
Irving Minnaker has served as one of Cycurion’s independent directors
since April 9, 2025. Mr. Minnaker has served as one of Cycurion Sub’s independent directors from April 24, 2024 until the closing
of the de-SPAC transaction on February 14, 2025. Mr. Minnaker served as a Senior Vice President of Retail Sales and Trading at Lehman
Brothers from January 1986 to December 1993. Additionally, he served as Senior Vice President of Retail Sales at Prudential Financial
from January 1993 to December 1996, and Head of International Sales for Eco Building Products, Inc. from October 2010 to November 2014.
Since December 2014, he has served as an Executive Vice President at Apollo Capital Group, Inc. Mr. Minnaker is also an independent director
of Endexx Corporation (OTC: EDXC) since September 2021; Chemical Technologies Holding Corporation; and Comprehensive Business Developers
Inc. Mr. Minnaker earned a Bachelor of Arts in Finance from the University of Miami in 1980. We believe that Mr. Minnaker is qualified
to recommence service on our Board because of his finance and sales background.
36
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934,
as amended, requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s
equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors
and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of copies of such forms
received by it, or written representations from certain reporting persons, the Company believes that, during the fiscal year ended December
31, 2024, all of its officers, directors, and 10% stockholders complied with all Section 16(a) timely filing requirements.
Board Composition
Our business and affairs are organized under the
direction of our board of directors. The board of directors will meet on a regular basis and additionally as required. In accordance
with the terms of the amended and restated certificate of incorporation, the board of directors may establish the authorized number of
directors from time to time by resolution. Our board of directors currently consists of five directors.
Director Independence
Nasdaq requires that a majority of our board must be composed of “independent
directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other
individual having a relationship, which in the opinion of the company’s board of directors would interfere with the director’s
exercise of independent judgment in carrying out the responsibilities of a director. Messrs. Ginsberg, Bailey, Sr., O’Brien and
Minnaker are our independent directors.
Our independent directors will have regularly scheduled
meetings at which only independent directors are present.
Any affiliated transactions will be on terms that
our board believes are no less favorable to us than could be obtained from independent parties. Our board of directors will review and
approve all affiliated transactions with any interested director abstaining from such review and approval.
Board Oversight of Risk
One of the key functions of our board of directors
is to conduct informed oversight of our risk management process. The board of directors does not anticipate having a standing risk management
committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various
standing committees of the board of directors that address risks inherent in their respective areas of oversight. In particular, the
board of directors will be responsible for monitoring and assessing strategic risk exposure and the Audit Committee will have the responsibility
to consider and discuss the Company’s major financial risk exposures and the steps our management will take to monitor and control
such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit
Committee also monitors compliance with legal and regulatory requirements. The Compensation Committee assesses and monitors whether our
compensation plans, policies, and programs comply with applicable legal and regulatory requirements.
Committees of the Board of Directors
The board of directors has formed the committees
described below. Each of the committees operates pursuant to a written charter adopted by the committee or our board of directors. Each
charter sets forth the committee’s specific functions and responsibilities. The board of directors may from time to time establish
other committees.
Audit Committee
The Audit Committee assists the board of directors
with its oversight of the integrity of the financial statements; the compliance with legal and regulatory requirements; the qualifications,
independence and performance of the independent registered public accounting firm; the design and implementation of the financial risk
assessment and risk management. Among other things, the Audit Committee is responsible for reviewing and discussing with management the
adequacy and effectiveness of disclosure controls and procedures. The Audit Committee also discusses with management and independent
registered public accounting firm the annual audit plan and scope of audit activities, scope, and timing of the annual audit of the financial
statements, and the results of the audit, quarterly reviews of the financial statements and, as appropriate, initiates inquiries into
certain aspects of the financial affairs.
The Audit Committee is responsible for establishing
and overseeing procedures for the receipt, retention, and treatment of any complaints regarding accounting, internal accounting controls
or auditing matters, as well as for the confidential and anonymous submissions by employees of concerns regarding questionable accounting
or auditing matters. In addition, the Audit Committee has direct responsibility for the appointment, compensation, retention, and oversight
of the work of the independent registered public accounting firm. The Audit Committee has sole authority to approve the hiring and discharging
of the independent registered public accounting firm, all audit engagement terms and fees and all permissible non-audit engagements with
the independent auditor. The Audit Committee reviews and oversees all related party transactions in accordance with policies and procedures.
The Audit Committee is comprised of three members:
Messrs. Ginsberg, Bailey, Sr., and O’Brien. Each member of the Audit Committee meets the requirements for independence under the
current Nasdaq and SEC rules and regulations and each member is financially literate. In addition, the board of directors has determined
that Mr. O’Brien, who is the chairman of the Audit Committee, is an “audit committee financial expert” as defined in
Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. Please see a description of Mr. O’Brien’s biography
in this Item 10 above.
Compensation Committee
The Compensation Committee assists the board of directors
with its oversight of the forms and amount of compensation for executive officers (including officers reporting under Section 16 of the
Exchange Act), the administration of equity and non-equity incentive plans for employees and other service providers and certain other
matters related to compensation programs. The Compensation Committee, among other responsibilities, evaluates the performance of our
Chief Executive Officer and, in consultation with the Chief Executive Officer, evaluates the performance of other executive officers
(including officers reporting under Section 16 of the Exchange Act).
37
The Compensation Committee is comprised of three
members: Messrs. Ginsberg, Bailey, Sr., and O’Brien. Mr. Ginsberg is the chairman of the Compensation Committee. The composition
of the Compensation Committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations. Each member
of the Compensation Committee is a “non-employee” director within the meaning of Rule 16b-3 promulgated under the Exchange
Act.
Nominating and Governance Committee
The Nominating and Corporate Governance Committee
assists the board of directors with its oversight of and identification of individuals qualified to become members of the board of directors,
consistent with criteria approved by the board of directors, and selects, or recommends that the board of directors selects, director
nominees; develops and recommends to the board of directors a set of corporate governance guidelines; oversees the evaluation of the
board of directors; and reviews the environmental, safety, sustainability, and corporate social responsibility policies, objectives,
and practices on a periodic basis.
The Nominating and Corporate Governance Committee
is comprised of three members: Messrs. Ginsberg, Bailey, Sr., and O’Brien. Mr. O’Brien is the chairman of the Nominating
and Corporate Governance Committee. The composition of the Nominating and Corporate Governance Committee meets the requirements for independence
under the current Nasdaq and SEC rules and regulations.
Significant Employees
We do not employ any non-officers who are expected
to make a significant contribution to our business.
Family Relationships
There are no family relationships among our directors
and executive officers.
Code of Ethics
Cycurion has adopted a code of ethics and it relies
on its board to review related party transactions on an ongoing basis to prevent conflicts of interest. Cycurion’s Board reviews
a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate
family. Transactions are presented to Cycurion’s Board for approval before they are entered into or, if this is not possible, for
ratification after the transaction has occurred. If Cycurion’s Board finds that a conflict of interest exists, then it will determine
the appropriate remedial action, if any. Cycurion’s Board approves or ratifies a transaction if it determines that the transaction
is consistent with the best interests of Cycurion.
A copy of our Code of Ethics can be found as Exhibit
14.1 to this Annual Report.
Insider Trading Policy
We have adopted an Insider Trading Policy governing
the purchase, sale and other dispositions of our securities by directors, officers and employees, that we believe is reasonably designed
to promote compliance with insider trading laws, rules and regulations.
For more information about our Insider Trading Policy,
please see Exhibit 19.1 to this Annual Report.
Director and Officer Liability and Indemnification
We have purchased directors’ and officers’
liability insurance and have entered into indemnification agreements with each of directors and executive officers. The indemnification
agreements and our amended and restated certificate of incorporation and amended and restated bylaws require us to indemnify our directors
and officers to the fullest extent permitted by Delaware law.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain compensation
awarded to, earned by, or paid to the following “named executive officers,” which term is defined as follows:
(a) All
individuals serving as one of our principal executive officers during our fiscal year ended
December 31, 2024; and
(b) Each
of our two other most highly compensated executive officers who were serving at the end of
our 2024 fiscal year.
Name and Principal Position
Fiscal
Year
Salary
($)
Bonus
($)
Option
Awards
($)
All Other Compensation ($)
Total ($)
L. Kevin Kelly
2024
$ 24,681
—
—
—
$ 24,681
Chief Executive Officer
2023
$ 113,120
—
—
—
$ 113,120
Alvin McCoy, III
2024
$ 114,900
—
—
—
$ 114,900
Chief Financial Officer
2023
$ 114,900
—
—
—
$ 114,900
William Singleton,
2024
$ 179,262
—
—
—
$ 179,262
Cyber Security Lead
2023
$ 177,293
—
—
—
$ 177,293
Kathy Mostafa,
2024
$ 151,618
—
—
—
$ 151,618
Cyber Security Engineer
2023
$ 151,618
—
—
—
$ 151,618
38
Outstanding Equity Awards at Fiscal Year-End
We did not have any option awards or unvested stock awards outstanding
as of December 31, 2024.
Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide retirement or similar
benefits for our directors or executive officers.
Resignation, Retirement, Other Termination, or Change in Control Arrangements
Other than as disclosed below, we have no contract,
agreement, plan, or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at,
following, or in connection with the resignation, retirement, or other termination of our directors or executive officers, or a change
in control of our Company or a change in our directors’ or executive officers’ responsibilities following a change in control.
Executive Officer Compensation
Employment Agreement with L. Kevin Kelly
On December 1, 2024, Cycurion and L. Kevin Kelly,
Chief Executive Officer, entered into an employment agreement on a two-year term, commencing on December 1, 2024 and ending on December
1, 2026. During the employment period, Cycurion shall pay Mr. Kelly an annual base salary of $325,000 per annum. During the employment
period, Cycurion shall pay to the executive an equity compensation of $500,000 of Company stock in the first year of employment payable
quarterly. Mr. Kelly is eligible for a performance bonus based on results generated by the executive and through the Company. Targeted
performance is $325,000 for year-one, and the performance bonus will increase for subsequent years based on future financial and non-financial
results.
Employment Agreement with Alvin McCoy III
On January 1, 2025, Cycurion and Alvin McCoy III,
Chief Financial Officer, entered into an employment agreement on a two-year term, commencing on January 1, 2025 and ending on January
1, 2027. During the employment period, Cycurion shall pay Mr. McCoy III an annual base salary of $325,000 per annum. During the employment
period, Cycurion shall pay to the executive an equity compensation of $500,000 of Company stock in the first year of employment payable
quarterly. Mr. McCoy III is eligible for a performance bonus based on results generated by the executive and through the Company.
Targeted performance is $325,000 for year-one, and the performance bonus will increase for subsequent years based on future financial
and non-financial results.
For information on the resignation, termination and
change of control arrangements, please see Exhibits 10.15 and 10.16 to this Annual Report.
Director Compensation
As of April 17, 2025, we have four non-employee, independent directors.
For the fiscal year ended December 31, 2024, we did not pay or accrue any fees to our then-four non-employee directors, nor did we grant
them any stock awards, option awards, non-equity incentive plan compensation, nonqualified deferred compensation, or any other compensation.
No director has received compensation for their services as directors.
ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The following table sets forth beneficial ownership of the Company’s
common stock as April 17, 2025 by:
●
each
person known to be the beneficial owner of more than 5% of the outstanding common stock of the Company;
●
each
of the Company’s executive officers and directors; and
●
all
of the Company’s current executive officers and directors as a group.
Beneficial ownership is determined according to the
rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared
voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity
has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units, within
60 days of April 17, 2025. Shares subject to warrants or options that are currently
exercisable or exercisable within 60 days of April 17, 2025 or subject to restricted stock units that vest within 60 days of April 17,
2025 are considered outstanding and beneficially owned by the person holding such warrants, options, or restricted stock units for the
purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage
ownership of any other person.
Except as noted by footnote, and subject to community
property laws where applicable, based on the information provided to the Company, the persons and entities named in the table below have
sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise indicated, the business
address of each beneficial owner listed in the table below is c/o Cycurion, Inc., 1640 Boro Place, Fourth Floor, McLean, Virginia 22102.
The beneficial ownership
of our common stock is based on 31,443,906 shares of common stock issued and outstanding as of April
17, 2025.
39
Unless otherwise indicated, we believe that all persons
named in the table have sole voting and investment power with respect to all of the shares shown to be beneficially owned by them.
Name
and Address of Beneficial Owner
Number
of Shares of
Common Stock (1)
Percentage
of Common
Stock (2)
Directors
and Executive Officers
Emmit
McHenry (3)
1,634,097
5.20
%
Alvin
McCoy, III (3)
1,225,572
3.90
%
L.
Kevin Kelly (3)
0
0.00
%
Peter
Ginsberg (3)
0
0.00
%
Kevin
E. O’Brien (3)
0
0.00
%
Reginald
S. Bailey, Sr. (3)
0
0.00
%
Irving
Minnaker (3)
0
0.00
%
All
directors and executive officers as a group (6 individuals)
2,859,669
9.10
%
Other
5% beneficial owners
N/A
-
-
%
(1)
Unless
otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.
(2)
Applicable
percentage of ownership is based upon 31,443,906 shares of common stock issued and outstanding as of April
17, 2025.
(3)
The
address for such person is 1640 Boro Place, 4 th Floor, McLean, VA 22102.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
Transactions with Related Parties
During the year ended December 31, 2024, there were no transactions,
or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000
or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of the following
persons had or will have a direct or indirect material interest:
● any
director or executive officer of our company;
● any
person who beneficially owns, directly or indirectly, shares carrying more than 5% of the
voting rights attached to our outstanding shares of common stock;
● any
promoters and control persons; and
● any
member of the immediate family (including spouse, parents, children, siblings and in laws)
of any of the foregoing persons.
Code of Ethics; Audit Committee Charter
Cycurion has adopted a Code of Ethics and it relies
on its board to review related party transactions on an ongoing basis to prevent conflicts of interest. Cycurion’s Board reviews
a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate
family. Transactions are presented to Cycurion’s Board for approval before they are entered into or, if this is not possible, for
ratification after the transaction has occurred. If Cycurion’s Board finds that a conflict of interest exists, then it will determine
the appropriate remedial action, if any. Cycurion’s Board approves or ratifies a transaction if it determines that the transaction
is consistent with the best interests of Cycurion.
Director Independence
Nasdaq requires that a majority of our board must
be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company
or its subsidiaries or any other individual having a relationship, which in the opinion of the company’s board of directors would
interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Emmit McHenry, L. Kevin Kelly, Peter Ginsberg, Reginald
S. Bailey, Sr., Kevin E. O’Brien and Irving Minnaker are our directors, of whom
Messrs. Ginsberg, Bailey, Sr., O’Brien and Minnaker are our independent directors.
Our independent directors will have regularly scheduled
meetings at which only independent directors are present.
Any affiliated transactions will be on terms that
our board believes are no less favorable to us than could be obtained from independent parties. Our board of directors will review and
approve all affiliated transactions with any interested director abstaining from such review and approval.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
After the recent closing of the de-SPAC transaction,
our Audit Committee will approve the annual audit engagement in advance. The Audit Committee also has established procedures to pre-approve
all non-audit services provided by the Company’s independent registered public accounting firm. All non-audit services for the
fiscal years ended December 31, 2024, and December 31, 2023 that are listed below were pre-approved by our audit committee for the pre-de-SPAC
Cycurion, Inc. (now known as Cycurion Sub, Inc.) or by our predecessor’s audit committee.
Audit Fees : Audit fees include fees for the
audit of the Corporation’s consolidated financial statements and interim reviews of the Corporation’s quarterly financial
statements, comfort letters, consents and other services related to Securities and Exchange Commission matters.
Audit-Related Fees : Audit-related fees primarily
include fees for certain audits of subsidiaries not required for purposes of the audit of our consolidated financial statements or for
any other statutory or regulatory requirements, and consultations on various other accounting and reporting matters.
Tax Fees : This category consists of professional
services rendered by our independent auditors for tax compliance.
All Other Fees. This category consists of
fees for services other than the services described above.
The following fees were billed to us by our independent
registered public accounting firm, WWC, P.C. for 2024 and 2023:
Description
December
31, 2024
December
31, 2023
Audit fees
$ 200,000
$ 140,000
Audit-related Fees
0
0
Tax fees
0
0
All other fees
0
0
Total
$ 200,000
$ 140,000
40
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)Financial Statements, Financial
Statement Schedules and Exhibits
1.Financial Statements
See Index to Financial Statements under Item 8 of this
Annual Report.
2.Financial Statement Schedules
None.
3.Exhibits
Index to Exhibits
ITEM 16. FORM 10-K SUMMARY
None.
41
Index to Exhibits
Exhibit
No.
Description
2.1
Agreement
and Plan of Merger, dated as of November 21, 2022, by and among Western, Merger Sub, Cycurion and the Stockholders’ Representative,
is incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on December 7,
2022.
2.2
Amended
and Restated Agreement and Plan of Merger, dated as of April 26, 2024, by and among Western, Merger Sub, Cycurion and the Stockholders’
Representative, is incorporated by reference to Annex A of the Company’s Proxy Statement/Prospectus, filed with the SEC on
January 10, 2025.
2.2a
Amendment
to the Amended and Restated Agreement and Plan of Merger, dated December 31, 2024, by and among Western, Merger Sub, Cycurion and
the Stockholders’ Representative, is incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form
8-K, filed with the SEC on December 31, 2024.
2.3
Second
Amended and Restated Agreement and Plan of Merger, dated February 13, 2025, by and among Western, Merger Sub, Cycurion and the Stockholders’
Representative, is incorporated by reference to Exhibit 2.3 of the Company’s Current Report on Form 8-K, filed with the SEC
on February 14, 2025.
3.1
Certificate
of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on April 28, 2021, is incorporated
herein by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-260384), filed with
the SEC on October 20, 2021.
3.2
Amended
and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on January
13, 2022, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the
SEC on January 14, 2022.
3.2a
First
Amendment to the Amended and Restated Certificate of Incorporation of the Registrant as filed with the Secretary of State of Delaware
on January 9, 2023, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed
with the SEC on January 12, 2023.
3.2b
Second
Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of Delaware
on July 11, 2023, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed
with the SEC on July 13, 2023.
3.2c
Third
Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of Delaware
on January 10, 2024, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed
with the SEC on January 11, 2024.
3.2d
Fourth
Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of Delaware
on April 10, 2024, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed
with the SEC on April 12, 2024.
3.2e
Fifth
Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of Delaware
on July 2, 2024, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with
the SEC on July 2, 2024.
3.2f
Sixth
Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of Delaware
on October 9, 2024, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed
with the SEC on October 10, 2024.
3.2g
Seventh
Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of Delaware
on January 8, 2025, is incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed
with the SEC on January 8, 2025.
3.4
Second
Amended and Restated Certificate of Incorporation of the Registrant, is incorporated by reference to Exhibit 3.4 of the Company’s
Current Report on Form 8-K, filed with the SEC on February 14, 2025.
3.5
Bylaws
of the Registrant incorporated herein by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1 (File
No. 333-260384), filed with the SEC on October 20, 2021.
3.6
Amended
and Restated Bylaws of the Registrant, is incorporated by reference to Exhibit 3.6 of the Company’s Current Report on Form
8-K, filed with the SEC on February 14, 2025.
3.7
Certificate
of Designation of Series A Convertible Preferred Stock of the Company, is incorporated by reference to Exhibit 3.7 of the Company’s
Current Report on Form 8-K, filed with the SEC on February 14, 2025.
3.8
Certificate
of Designation of Series B Convertible Preferred Stock of the Company, is incorporated by reference to Exhibit 3.8 of the Company’s
Current Report on Form 8-K, filed with the SEC on February 14, 2025.
3.9
Certificate
of Designation of Series C Convertible Preferred Stock of the Company, is incorporated by reference to Exhibit 3.9 of the Company’s
Current Report on Form 8-K, filed with the SEC on February 14, 2025.
3.10
Certificate
of Designation of Series D Convertible Preferred Stock of the Company, is incorporated by reference to Exhibit 3.10 of the Company’s
Current Report on Form 8-K, filed with the SEC on February 14, 2025.
42
3.11
Certificate
of Merger, is incorporated by reference to Exhibit 3.11 of the Company’s Current Report on Form 8-K, filed with the SEC on
February 14, 2025.
4.1
Specimen
Unit Certificate of the Registrant is incorporated herein by reference to Exhibit 4.1 of the Registrant’s Registration Statement
on Form S-1 (File No. 333-260384), filed with the SEC on October 20, 2021.
4.2
Specimen
Common Stock Certificate of the Registrant is incorporated herein by reference to Exhibit 4.2 of the Registrant’s Registration
Statement on Form S-1 (File No. 333-260384), filed with the SEC on October 20, 2021.
4.3
Specimen
Warrant Certificate of the Registrant is incorporated herein by reference to Exhibit 4.3 of the Registrant’s Registration Statement
on Form S-1 (File No. 333-260384), filed with the SEC on October 20, 2021.
4.4
Form
of Warrant Agreement between Equiniti Trust Company, LLC and the Registrant is incorporated herein by reference to Exhibit 4.4 of
the Registrant’s Registration Statement on Form S-1 (File No. 333-260384), filed with the SEC on October 20, 2021.
4.5
Warrant
Agreement, dated January 11, 2022, by and between the Registrant and Equiniti Trust Company, LLC, as warrant agent is incorporated
herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 14, 2022.
4.6+
Description
of Securities
10.1
Form
of Letter Agreement from each of the Registrant’s officers, directors, sponsor, and A.G.P./Alliance Global Partners is incorporated
herein by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-260384), filed with
the SEC on October 20, 2021.
10.2
Investment
Management Trust Agreement, dated January 11, 2022, by and between the Registrant and Equiniti Trust Company, LLC, as trustee, is
incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January
14, 2022.
10.2a
Amendment
to the Investment Management Trust Agreement, dated February 13, 2025, by and between the Registrant and Equiniti Trust Company,
LLC, as trustee, is incorporated by reference to Exhibit 10.2a of the Company’s Current Report on Form 8-K, filed with the
SEC on February 14, 2025.
10.3
Registration
Rights Agreement, dated January 11, 2022, by and among the Registrant, the Sponsor, A.G.P./Alliance Global Partners and certain other
security holders of the Registrant is incorporated herein by reference to Exhibit 10.3 of the Registrant’s Current Report on
Form 8-K, filed with the SEC on January 14, 2022.
10.4
Form
of Indemnity Agreement, by and among the Registrant and each of the directors and officers of the Registrant, is incorporated by
reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on February 14, 2025.
10.5
Form
of Lock Up Agreement among the Registrant, WAV Merger Sub, Inc., Cycurion, Inc., and the parties signatory thereto is incorporated
herein by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 7, 2022.
10.6
Term Loan
Note issued by the Registrant and Axxum Technologies LLC in favor of Mainstreet Bank, dated November 22, 2017, is incorporated herein
by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-4, filed with the SEC on February 13, 2023.
10.7
Pledge
Agreement by the Registrant and Mainstreet Bank, dated November 22, 2017, is incorporated herein by reference to Exhibit 10.13 of
the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on February 13, 2023.
10.8
Amended
and Restated Loan and Security Agreement by and among the Registrant, Axxum Technologies LLC, Cloudburst Security LLC, and Mainstreet
Bank, dated April 18, 2019, is incorporated herein by reference to Exhibit 10.14a of the Registrant’s Registration Statement
on Form S-4 (File No. 333-269724), filed with the SEC on February 13, 2023.
10.8a
First
Amendment to Amended and Restated Loan and Security Agreement by and among the Registrant, Axxum Technologies LLC, Cloudburst Security
LLC, and Mainstreet Bank, dated March 30, 2020, is incorporated herein by reference to Exhibit 10.14b of the Registrant’s Registration
Statement on Form S-4 (File No. 333-269724), filed with the SEC on February 13, 2023.
10.8b
Second
Amendment to Amended and Restated Loan and Security Agreement by and among the Registrant, Axxum Technologies LLC, Cloudburst Security
LLC, and Mainstreet Bank, dated June 29, 2020, is incorporated herein by reference to Exhibit 10.14c of the Registrant’s Registration
Statement on Form S-4 (File No. 333-269724), filed with the SEC on February 13, 2023.
10.9
Amended
and Restated Revolving Credit Note of the Registrant, Axxum Technologies LLC, and Cloudburst Security LLC in favor of Mainstreet
Bank, dated April 18, 2019, is incorporated herein by reference to Exhibit 10.15 of the Registrant’s Registration Statement
on Form S-4 (File No. 333-269724), filed with the SEC on February 13, 2023.
10.10
Collateral
Assignment of Acquisition Documents by the Registrant and Mainstreet Bank, dated November 22, 2017, is incorporated herein by reference
to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on February
13, 2023.
10.11
Joint
Venture Agreement Between Cycurion, Inc. and Lunar Privacy, Inc., made and entered December 29, 2022, is incorporated herein by reference
to Exhibit 10.20 of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on February
13, 2023.
43
10.12
Term
Sheet between SLG Innovation, Inc. and Cycurion, Inc., dated April 25, 2023 is incorporated herein by reference to Exhibit 10.21
of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on November 2, 2023.
10.12a
First
Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of November 29, 2023, is incorporated
herein by reference to Exhibit 10.21a of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with
the SEC on January 30, 2024.
10.12b
Second
Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of April 29, 2024 is incorporated by reference
to Exhibit 10.21b of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on May 13,
2024.
10.12c
Third
Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of August 16, 2024, is incorporated by reference
to Exhibit 10.21c of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on November
1, 2024.
10.12d
Fourth
Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of December 31, 2024, is incorporated by reference
to Exhibit 10.21d of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on December
31, 2024.
10.12e
Management
Services Agreement between Cycurion, Inc, and SLG Innovation, Inc., entered as of March 31,
2025.
10.13
Term
Sheet between RCR Technology Corporation and Cycurion, Inc., dated April 25, 2023 is incorporated herein by reference to Exhibit
10.22 of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on November 2, 2023.
10.13a
First
Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of November 29, 2023, is incorporated
herein by reference to Exhibit 10.22a of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with
the SEC on January 30, 2024.
10.13b
Second
Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of August 16, 2024, is incorporated
by reference to Exhibit 10.22b of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the
SEC on November 1, 2024.
10.13c
Third
Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of December 31, 2024, is incorporated
by reference to Exhibit 10.22c of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the
SEC on December 31, 2024.
10.14
Loan
Agreement between Cycurion, Inc. and the Registrant, made and entered July 2023 in a transaction that closed on August 1, 2023, is
incorporated herein by reference to Exhibit 10.23 of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724),
filed with the SEC on January 30, 2024.
10.14a
Amendment
No. 1 Loan Agreement between Cycurion, Inc. and the Registrant, dated January 26, 2024, is incorporated herein by reference to Exhibit
10.24 of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on January 30, 2024.
10.14b
Amendment
No. 2 to Loan Agreement between Cycurion, Inc. and the Registrant, dated April 4, 2024, is incorporated herein by reference to Exhibit
10.25 of the Registrant’s Form 10-K, filed with the SEC on April 26, 2024.
10.14c
Amendment
No. 3 to Loan Agreement between Cycurion, Inc. and the Registrant, dated May 3, 2024, is incorporated herein by reference to Exhibit
10.28 of the Registrant’s Form S-4 (File No. 333-269724), filed with the SEC on May 13, 2024.
10.14d
Amendment
No. 4 to Loan Agreement between Cycurion, Inc. and the Registrant, dated July 2, 2024, is incorporated herein by reference to Exhibit
10.29 of the Registrant’s Form S-4 (File No. 333-269724), filed with the SEC on August 12, 2024.
10.14e
Amendment
No. 5 to Loan Agreement between Cycurion, Inc. and the Registrant, dated October 9, 2024, is incorporated by reference to Exhibit
10.30 of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on November 1, 2024.
10.14f
Amendment
No. 6 to Loan Agreement between Cycurion, Inc. and the Registrant, dated January 8, 2025, is incorporated by reference to Exhibit
10.35 of the Registrant’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on January 8, 2025.
10.15
Employment
Agreement by and between the Registrant and L. Kevin Kelly, dated December 1, 2024, is incorporated by reference to Exhibit 10.15
of the Company’s Current Report on Form 8-K, filed with the SEC on February 14, 2025.
10.16
Employment
Agreement by and between the Registrant and Alvin McCoy III, dated January 1, 2025, is incorporated by reference to Exhibit 10.16
of the Company’s Current Report on Form 8-K, filed with the SEC on February 14, 2025.
10.17
Form
of Contribution and Exchange Agreement among the Registrant and the parties signatory thereto, is incorporated by reference to Exhibit
10.17 of the Company’s Current Report on Form 8-K, filed with the SEC on February 14, 2025.
10.18
Cycurion
Promissory Note, dated September 24, 2024, is incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K, filed
with the SEC on September 25, 2024.
10.19
Cycurion
Promissory Note, dated January 6, 2025, is incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K/A, filed
with the SEC on January 8, 2025.
10.20
Cycurion
Promissory Note, dated January 24, 2025, is incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K, filed with
the SEC on January 30, 2025.
44
10.21
2025
Equity Incentive Plan, is incorporated by reference to Annex C of the Company’s Proxy Statement/Prospectus, filed with the
SEC on January 10, 2025.
10.22
Corporate
Governance Policy, is incorporated by reference to Exhibit 10.23 of the Company’s Current Report on Form 8-K, filed with the
SEC on February 14, 2025.
10.23
Equity
Purchase Agreement, is incorporated by reference to Exhibit 10.23 of the Company’s Current Report on Form 8-K, filed with the
SEC on April 11, 2025
10.24
Pre-Funded
Warrant, is incorporated by reference to Exhibit 10.24 of the Company’s Current Report on Form 8-K, filed with the SEC on April
11, 2025
10.25
Registration
Rights Agreement, is incorporated by reference to Exhibit 10.25 of the Company’s Current Report on Form 8-K, filed with the
SEC on April 11, 2025
14.1
Code
of Ethics, is incorporated by reference to Exhibit 10.22 of the Company’s Current Report on Form 8-K, filed with the SEC on
February 14, 2025.
19.1
Insider
Trading Policy, is incorporated by reference to Exhibit 19.1 of the Company’s Current Report on Form 8-K, filed with the SEC
on February 14, 2025.
21.1
List
of Subsidiaries of the Registrant
23.1
Consent of WWC, P.C., Independent Registered Public Accounting Firm.
31.1+
Certification
by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+
Certification
by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†
Certification
by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†
Certification
by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1+
Policy
Relating to Recovery of Erroneously Awarded Compensation
99.1
Audit
Committee Charter, is incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed with the
SEC on February 14, 2025.
99.2
Compensation
Committee Charter, is incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K, filed with the
SEC on February 14, 2025.
99.3
Nominating
Committee Charter, is incorporated by reference to Exhibit 99.3 of the Company’s Current Report on Form 8-K, filed with the
SEC on February 14, 2025.
101+
The
following materials from our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in iXBRL (Inline eXtensible
Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive
Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the
Notes to Consolidated Financial Statements, and (vi) document and entity information.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Items
that are management contracts or compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 14(a)3 of
this Form 10-K
+
Filed
herewith
†
Furnished
herewith
×
Portions
of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv)
45
SIGNATURES
Pursuant to the requirements of Section 13 or Section
15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on our behalf by the undersigned,
thereunto duly authorized.
April
17, 2025
CYCURION, INC.
(Registrant)
By
/s/
L. Kevin Kelly
L.
Kevin Kelly
Chief
Executive Officer
Pursuant to the requirements
of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
Signature
Title
Date
Principal
Executive Officer
/s/
L. Kevin Kelly
Chief
Executive Officer, Director
April
17, 2025
L.
Kevin Kelly
Principal
Financial and Accounting Officer
/s/
Alvin McCoy, III
Chief
Financial Officer
April
17, 2025
Alvin
McCoy, III
Directors
/s/
Emmit McHenry
Director,
Chairman
April
17, 2025
Emmit
McHenry
/s/
Peter Ginsberg
Director
April
17, 2025
Peter
Ginsberg
/s/
Reginald S. Bailey, Sr.
Director
April
17, 2025
Reginald
S. Bailey, Sr.
/s/
Kevin E. O’Brien
Director
April
17, 2025
Kevin
E. O’Brien
46