What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-17 · 298 added, 808 removed, 14 unchanged (99% of the section changed)

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

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)).

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:

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.

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.

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.

Company does not have sufficient written documentation of our internal control policies and

Written documentation of key internal controls over financial reporting is a

requirement of Section 404 of the Sarbanes-Oxley Act;

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

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.

Changes in Internal Control Over Financial

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.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer (our Chairman and Chief Executive Officer) and principal financial officer (our Executive Vice President and Chief Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2025.

Based upon that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with U.S.

GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified.

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management has assessed in its evaluation the effectiveness of our internal control over financial reporting as of December 31, 2025, and has concluded that our internal control over financial reporting was effective.

Although our management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, because of inherent limitations, our management does not expect that our internal controls over financial reporting will prevent or detect all errors and all fraud.

Also, projections of any evaluation of effectiveness in such assessment to future periods are subject to the risk that controls may be inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Attestation Report of the Registered Public Accounting Firm

Pursuant to rules of the SEC that permit us to provide only our management's report in this Form 10-K, an attestation report of our independent registered public accounting firm regarding internal control over financial reporting is not included in this Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

Other Information

DISCLOSURE REGARDING

FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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,

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:

of the Board of Directors

Financial Officer

Executive Officer and Director

Ginsberg (1)(2)(3)

O’Brien (1)(2)(3)

Irving Minnaker

of the Audit Committee

of the Compensation Committee

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.

was a founding Principal of Archura, LLC, in 2006, and held the positions of Chairman and Chief Executive Officer.

Earlier in his career,

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).

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.

obtained a Bachelor of Arts in Communications from the University of Denver and a Master of Arts in Communications from Northwestern

McHenry also received an Honorary Doctor of Philosophy from Shaw University.

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.

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.

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

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.

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.

Kevin Kelly, Chief Executive Officer

Kevin Kelly has served as Cycurion’s Chief

Executive Officer and one if its directors since January 25, 2023.

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.

Kelly’s career also included 16 years with Heidrick & Struggles International Incorporated, a world-wide premier executive

during the last six years of his tenure ending in 2013, he served as its Chief Executive Officer.

From January 2016 to April

Kelly was based in the Greater Chicago Area, as an executive advisor to the BTS Group AB, a Swedish-headquartered global professional

services firm.

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

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

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;

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.

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.

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.

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.

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.

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.

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.

February 2024 to present, he serves as President at Chainalysis Government Solutions.

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.

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.

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.

Minnaker is also an independent director

of Endexx Corporation (OTC:

EDXC) since September 2021;

Chemical Technologies Holding Corporation;

and Comprehensive Business Developers

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.

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.

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.

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.

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:

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

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).

The Compensation Committee is comprised of three

Ginsberg, Bailey, Sr., and O’Brien.

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.

of the Compensation Committee is a “non-employee” director within the meaning of Rule 16b-3 promulgated under the Exchange

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

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:

Ginsberg, Bailey, Sr., and O’Brien.

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

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.

(b) During the three months ended December 31, 2025, no director or officer of the Company adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Certain information required by Part III is omitted from this Annual Report on Form 10-K since we intend to file our definitive proxy statement for our 2026 Annual Meeting of Shareholders, or the Proxy Statement, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10‑K, and certain information to be included in the Proxy Statement is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

The information required by this item is herein incorporated by reference to our definitive proxy statement relating to the 2026 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after December 31, 2025.

We have adopted a Code of Ethics, and we rely on our board of directors to review related party transactions on an ongoing basis to prevent conflicts of interest.

Our board of directors 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 the board of directors for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred.

If the board of directors finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any.

The board of directors approves or ratifies a transaction if it determines that the transaction is consistent with our best interests.

We have adopted the Second Amended and Restated 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.

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:

individuals serving as one of our principal executive officers during our fiscal year ended

December 31, 2024;

of our two other most highly compensated executive officers who were serving at the end of

our 2024 fiscal year.

Name and Principal Position

All Other Compensation ($)

Chief Executive Officer

Alvin McCoy, III

Chief Financial Officer

William Singleton,

Cyber Security Lead

Kathy Mostafa,

Cyber Security Engineer

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.

On December 1, 2024, Cycurion and L.

Chief Executive Officer, entered into an employment agreement on a two-year term, commencing on December 1, 2024 and ending on December

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

Kelly is eligible for a performance bonus based on results generated by the executive and through the Company.

performance is $325,000 for year-one, and the performance bonus will increase for subsequent years based on future financial and non-financial

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

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

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.

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:

person known to be the beneficial owner of more than 5% of the outstanding common stock of the Company;

of the Company’s executive officers and directors;

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

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.

and Address of Beneficial Owner

Common Stock (1)

and Executive Officers

McCoy, III (3)

Kevin Kelly (3)

directors and executive officers as a group (6 individuals)

5% beneficial owners

otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.

percentage of ownership is based upon 31,443,906 shares of common stock issued and outstanding as of April

address for such person is 1640 Boro Place, 4 th Floor, McLean, VA 22102.

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:

director or executive officer of our company;

person who beneficially owns, directly or indirectly, shares carrying more than 5% of the

voting rights attached to our outstanding shares of common stock;

promoters and control persons;

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

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

Bailey, Sr., Kevin E.

O’Brien and Irving Minnaker are our directors, of whom

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.

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 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.

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:

Audit-related Fees

All other fees

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Financial Statements, Financial

Statement Schedules and Exhibits

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fess and Services

Exhibits and Financial Statements

(a) Documents filed as a part of the report:

(1) Financial Statements.

See Index to Financial Statements under Item 8 of this

Annual Report.

Our financial statements are included in Item 8.

Financial Statements and Supplementary Data.

(2) Financial Statement Schedules.

Index to Exhibits

FORM 10-K SUMMARY

Index to Exhibits

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,

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.

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.

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.

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.

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.

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.