What changed in this filing

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Item 1A. Risk Factors

2025-11-14 compared with 2025-08-13 · 56 added, 33 removed, 2 unchanged (98% of the section changed)

connection with information set forth in this Form 10-Q, the factors discussed below and under “Risk Factors” in our Form

10-K for fiscal year ended December 31, 2024, should be considered.

The risks included below and in the Form 10-K could materially and

adversely affect our business, financial condition and results of operations.

than as set forth below, there have been no material changes to the factors discussed in our Annual Report on Form 10-K for the year

ended December 31, 2024, which was filed with the Securities and Exchange Commission on April 17, 2025.

business could be adversely affected by legislative or government budgetary and spending changes.

market for our services depends largely on domestic and international legislative programs and the budgetary capability to support programs,

including the continuance of existing programs.

Many of our contracts are not fully funded at inception and rely upon future appropriations

In connection with information set forth in this Form 10-Q, the factors discussed below and under “Risk Factors” in our Form 10-K for fiscal year ended December 31, 2024, should be considered.

The risks included below and in the Form 10-K could materially and adversely affect our business, financial condition and results of operations.

Other than as set forth below, there have been no material changes to the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on April 17, 2025.

Our business could be adversely affected by legislative or government budgetary and spending changes.

The market for our services depends largely on domestic and international legislative programs and the budgetary capability to support programs, including the continuance of existing programs.

Many of our contracts are not fully funded at inception and rely upon future appropriations of funds.

Accordingly, a failure to receive additional anticipated funding may result in early termination of a contract.

many of our contracts include clauses that allow clients to unilaterally modify or terminate contracts with little or no recompense.

Decreases in funding for, or delays in contract awards and in government spending on the types of programs that we support, and terminations

or price reductions on government contracts on which we are currently performing could adversely affect our future revenues and profitability.

in state or federal government initiatives or in the level of government spending due to budgetary or deficit considerations may have

a significant impact on our future financial performance.

In addition, many of our contracts include clauses that allow clients to unilaterally modify or terminate contracts with little or no recompense.

Decreases in funding for, or delays in contract awards and in government spending on the types of programs that we support, and terminations or price reductions on government contracts on which we are currently performing could adversely affect our future revenues and profitability.

Changes in state or federal government initiatives or in the level of government spending due to budgetary or deficit considerations may have a significant impact on our future financial performance.

In recent quarters, the U.S.

Federal Government has placed a significant focus

on efficiency, including with respect to contracting with private companies.

These efforts have and may continue to have effects on our

business, including, but not limited to:

Changes in priorities may result in procurement changes, delays

or cancellations, as well as changes in scope, pricing, or outright cancellations of existing contracts.

Changes in priorities may also affect the level of demand or

funding for our state programs in the United States, which are typically mandated and fully or partially funded from the U.S.

Changes to procurement rules may result in additional competition,

scrutiny and costs of compliance.

Changes in federal regulations, such as those related to the

elimination of diversity, equity and inclusion initiatives, or return to office mandates may require us to change our existing business

practices, may be disruptive to our business, may create a level of uncertainty within our workforce and may conflict with local laws

and regulations.

Government may seek to lower barriers to entry to

allow greater involvement by the private sector.

While this may provide additional opportunities for us, it may also expose us to greater

levels of competition.

Federal Government has placed a significant focus on efficiency, including with respect to contracting with private companies.

These efforts have and may continue to have effects on our business, including, but not limited to:

• Changes in priorities may result in procurement changes, delays or cancellations, as well as changes in scope, pricing, or outright cancellations of existing contracts.

• Changes in priorities may also affect the level of demand or funding for our state programs in the United States, which are typically mandated and fully or partially funded from the U.S.

Federal Government.

• Changes to procurement rules may result in additional competition, scrutiny and costs of compliance.

• Changes in federal regulations, such as those related to the elimination of diversity, equity and inclusion initiatives, or return to office mandates may require us to change our existing business practices, may be disruptive to our business, may create a level of uncertainty within our workforce and may conflict with local laws and regulations.

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Government may seek to lower barriers to entry to allow greater involvement by the private sector.

While this may provide additional opportunities for us, it may also expose us to greater levels of competition.

If we fail to comply with the continued minimum closing bid requirements of the Nasdaq Global Market or other requirements for continued listing, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.

Our shares of common stock are listed for trading on the Nasdaq Global Market.

We must satisfy Nasdaq continued listing requirements, including, among other things, a minimum closing bid price requirement of $1.00 per share for 30 consecutive business days.

If a company’s common stock trades for 30 consecutive business days below the $1.00 minimum closing bid price requirement, Nasdaq will send a deficiency notice to us, advising that it has been afforded a “compliance period” of 180 calendar days to regain compliance with the applicable requirements.

Thereafter, if such a company does not regain compliance with the bid price requirement, a second 180-day compliance period may be available.

On October 14, 2025, we received written notice from the Nasdaq Staff that it has determined to commence proceedings to delist our common stock from the Nasdaq Global Market.

As previously announced in a Current Report filed with the SEC, on April 15, 2025, the Staff notified the Company on April 9, 2025 that, for the prior 30 consecutive business days, the closing bid price of our common stock had been below the minimum of $1.00 per share required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5550(a)(2) (Bid Price Rule).

The notification letter stated that we would be afforded 180 calendar days, or until October 6, 2025, to regain compliance.

The Company did not regain compliance with the Bid Price Rule by October 6, 2025, and the listed security is now subject to delisting from The Nasdaq Global Market.

Unless the Company requests an appeal of the Staff’s determination by October 21, 2025, trading of the Company’s common stock will be scheduled for delisting at the opening of business on October 23, 2025, and Nasdaq intends to file a Form 25-NSE with the SEC, removing the common stock from listing and registration on The Nasdaq Stock Market.

On October 20, 2025, the Company requested a hearing to appeal the Staff’s determination to the Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.

The hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.

The Company received written notice from Nasdaq that the hearing with the Panel is scheduled for November 20, 2025.

On October 27, 2025, we effected the one-for-thirty Reverse Stock Split at the commencement of business.

The Company effected the Reverse Stock Split by filing the Second Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on October 24, 2025.

The Company’s shares of common stock began trading on a split-adjusted basis on The Nasdaq Global Market, when the market opened today, October 27, 2025, under the existing trading symbol “CYCU” and new CUSIP number 95758L305.

As a result of the Reverse Stock Split, every thirty of the Company’s issued shares of common stock was combined into one issued share of common stock, without any change to the par value per share and without any change in the total number of authorized shares of common stock.

The number of outstanding shares of common stock was reduced from approximately 86,533,435 shares to approximately 2,884,447 shares.

No fractional shares were issued in connection with the Reverse Stock Split.

Stockholders who otherwise held a fraction of a share of common stock of the Company will receive a cash payment (without interest and subject to withholding taxes, as applicable) in lieu thereof at a price equal to that fraction of a share to which the stockholder would otherwise be entitled, multiplied by the closing price of the Company’s shares on The Nasdaq Global Market on the trading day immediately preceding the effective date of the Reverse Stock Split.

Despite the implementation of the Reverse Stock Split, and the regained compliance with the Bid Price Rule, there is a risk that our shares of common stock may trade below $1.00 in the future and we could be delisted from Nasdaq, which would adversely impact liquidity of our shares of common stock, potentially result in even lower bid prices for our shares of common stock, and make it more difficult for us to obtain financing through the sale of our shares of common stock.

The Reverse Stock Split may decrease the liquidity of the shares of our common stock.

We effected the Reverse Stock Split on October 27, 2025.

The liquidity of the shares of our common stock may be affected adversely by the Reverse Stock Split given the reduced number of shares that will be outstanding following the Reverse Stock Split.

In addition, the Reverse Stock Split may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty affecting such sales.

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The Reverse Stock Split may not increase the price of our shares of our common stock over the long-term and our common stock may be delisted.

The principal purpose of the Reverse Stock Split was to increase the trading price of our shares of common stock to meet the minimum stock price standards of the Nasdaq Bid Price Rule.

However, the effect of a reverse stock split on the market price of our shares of common stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all.

While the reduction in the number of outstanding shares of common stock will proportionally increase the market price of our common stock, we cannot assure you that the Reverse Stock Split will result in any permanent or sustained increase in the market price of our shares of common stock sufficient to regain compliance with the conditions required by the Panel.

The market price of our shares of common stock may be affected by other factors which may be unrelated to the number of shares outstanding, including our business and financial performance, general market conditions and prospects for future success.

Following the Reverse Stock Split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors.

Consequently, the trading liquidity of our common stock may not improve.

Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance that the Reverse Stock Split will result in a share price that will attract new investors, including institutional investors.

In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors.

As a result, the trading liquidity of our common stock may not necessarily improve.

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-Q

Item 1A. Risk Factors