Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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.
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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. GAAP.
Our internal control over financial reporting includes those policies and procedures that:
a. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
b. 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; and
c. 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.
Item 9B. Other Information
(a) None.
(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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
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.
Item 10. 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.
Item 11. Executive Compensation
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accounting Fess and Services
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.
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PART IV
Item 15. Exhibits and Financial Statements
(a) Documents filed as a part of the report:
(1) Financial Statements. Our financial statements are included in Item 8. Financial Statements and Supplementary Data.
(2) Financial Statement Schedules. All schedules are omitted since they are not applicable, not required, or the information required to be set forth herein is included in the Consolidated Financial Statements or notes thereto.
(3) Exhibits. The exhibits listed in the Exhibit Index immediately below are filed as part of this Annual Report on Form 10-K, or are incorporated by reference herein.
(b) Exhibits. See Item 15(a)(3) above.
(c) Financial Statement Schedules. See Item 15(a)(2) above.
Incorporated by Reference Herein
Exhibit
No. Description of Exhibit Form/Schedule Date Filed Exhibit No.
3.1 Ψ Second Amended and Restated Certificate of Incorporation of Registrant.
8-K February 14, 2025 3.4
3.1a Ψ Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant.
8-K September 29, 2025 3.1
3.1b Ψ Second Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant.
8-K October 24, 2025 3.1
3.2 Ψ Second Amended and Restated Bylaws of Cycurion, Inc.
8-K August 28, 2025 3.1
3.3 Ψ Certificate of Designation of Series A Convertible Preferred Stock of the Company.
8-K February 14, 2025 3.7
3.4 Ψ Certificate of Designation of Series B Convertible Preferred Stock of the Company.
8-K February 14, 2025 3.8
3.5 Ψ Certificate of Designation of Series C Convertible Preferred Stock of the Company.
8-K February 14, 2025 3.9
3.6 Ψ Certificate of Designation of Series D Convertible Preferred Stock of the Company.
8-K February 14, 2025 3.10
3.7 Ψ Certificate of Designation of Series E Convertible Preferred Stock of the Company.
8-K August 12, 2025 3.1
3.8 Ψ Certificate of Designation of Series F Convertible Preferred Stock of the Company.
8-K August 12, 2025 3.2
3.9 Ψ Certificate of Designation of Series G Convertible Preferred Stock of the Company.
8-K August 15, 2025 3.1
4.1 Ψ Specimen Unit Certificate of the Registrant.
S-1 October 20, 2021 4.1
4.2 Ψ Specimen Common Stock Certificate of the Registrant.
S-1 October 20, 2021 4.2
4.3 Ψ Specimen Warrant Certificate of the Registrant.
S-1 October 20, 2021 4.3
4.4 Ψ Form of Warrant Agreement between Equiniti Trust Company, LLC and the Registrant.
S-1 October 20, 2021 4.4
4.5 Ψ Warrant Agreement, dated January 11, 2022, by and between the Registrant and Equiniti Trust Company, LLC, as warrant agent.
8-K January 14, 2022 4.1
4.6 Ψ Description of Securities.
10-K April 17, 2025 4.6
4.7 Ψ Yield Point NY LLC Pre-Funded Warrant.
8-K April 11, 2025 10.24
4.8 Ψ Seward & Kissel LLP Pre-Funded Warrant.
S-1 November 26, 2025 10.41
4.9 Ψ Pre-Funded Warrant with Armistice Capital Master Fund Ltd.
8-K December 5, 2025 4.1
4.10 Ψ Warrant with Armistice Capital Master Fund Ltd.
8-K December 5, 2025 4.2
4.11 Ψ Form of Series A Warrant.
S-1 December 22, 2025 4.11
4.12 Ψ Form of Series B Warrant.
S-1 December 22, 2025 4.12
4.13 Ψ Form of Series D Warrant.
S-1 December 22, 2025 4.13
10.1 Ψ Form of Letter Agreement from each of the Registrant’s officers, directors, sponsor, and A.G.P./ Alliance Global Partners.
S-1 October 20, 2021 10.1
10.2 Ψ Investment Management Trust Agreement, dated January 11, 2022, by and between the Registrant and Equiniti Trust Company, LLC, as trustee.
8-K January 14, 2022 10.2
10.2a Ψ Amendment to the Investment Management Trust Agreement, dated February 13, 2025, by and between the Registrant and Equiniti Trust Company, LLC, as trustee.
8-K February 14, 2025 10.2a
Ψ Incorporated by reference to the indicated prior filing
Φ Management contract or compensatory plan
Ω Filed herewith
† Furnished herewith
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Incorporated by Reference Herein
Exhibit
No. Description of Exhibit Form/Schedule Date Filed Exhibit No.
10.3 Ψ 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.
8-K January 14, 2022 10.3
10.4 Ψ Form of Indemnity Agreement, by and among the Registrant and each of the directors and officers of the Registrant.
8-K February 14, 2025 10.4
10.5 Ψ Form of Lock Up Agreement among the Registrant, WAV Merger Sub, Inc., Cycurion, Inc., and the parties signatory thereto.
8-K December 7, 2022 10.4
10.6 Ψ Term Loan Note issued by the Registrant and Axxum Technologies LLC in favor of Mainstreet Bank, dated November 22, 2017.
S-4 February 13, 2023 10.12
10.7 Ψ Pledge Agreement by the Registrant and Mainstreet Bank, dated November 22, 2017.
S-4 February 13, 2023 10.13
10.8 Ψ 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.
S-4 February 13, 2023 10.14a
10.8a Ψ 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.
S-4 February 13, 2023 10.14b
10.8b Ψ 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.
S-4 February 13, 2023 10.14c
10.9 Ψ 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.
S-4 February 13, 2023 10.15
10.10 Ψ Collateral Assignment of Acquisition Documents by the Registrant and Mainstreet Bank, dated November 22, 2017.
S-4 February 13, 2023 10.16
10.11 Ψ Joint Venture Agreement Between Cycurion, Inc. and Lunar Privacy, Inc., made and entered December 29, 2022.
S-4 February 13, 2023 10.20
10.12 Ψ Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., dated April 25, 2023.
S-4 November 2, 2023 10.21
10.12a Ψ First Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of November 29, 2023.
S-4 January 30, 2024 10.21a
10.12b Ψ Second Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of April 29, 2024.
S-4 May 13, 2024 10.21b
10.12c Ψ Third Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of August 16, 2024.
S-4 November 1, 2024 10.21c
10.12d Ψ Fourth Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of December 31, 2024.
S-4 December 31, 2024 10.21c
10.12e Ψ Management Service Agreement between Cycurion, Inc. and SLG Innovation, Inc., entered as of March 31, 2025.
10-K April 17, 2025 10.12e
10.13 Ψ Term Sheet between RCR Technology Corporation and Cycurion, Inc., dated April 25, 2023.
S-4 November 2, 2023 10.22
10.13a Ψ First Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of November 29, 2023.
S-4 January 30, 2024 10.22a
10.13b Ψ Second Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of August 16, 2024.
S-4 November 1, 2024 10.22b
10.13c Ψ Third Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of December 31, 2024.
S-4 December 31, 2024 10.22c
10.13d Ψ Fourth Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of May 6, 2025.
S-1 May 7, 2025 10.13d
10.14 Ψ Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., made and entered July 2023 in a transaction that closed on August 1, 2023.
S-4 January 30, 2024 10.23
10.14a Ψ Amendment No. 1 Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated January 26, 2024.
S-4 January 30, 2024 10.24
10.14b Ψ Amendment No. 2 to Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated April 4, 2024.
10-K April 26, 2024 10.25
10.14c Ψ Amendment No. 3 to Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated May 3, 2024.
S-4 May 13, 2024 10.28
10.14d Ψ Amendment No. 4 to Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated July 2, 2024.
S-4 August 12, 2024 10.29
10.14e Ψ Amendment No. 5 to Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated October 9, 2024.
S-4 November 1, 2024 10.30
10.14f Ψ Amendment No. 6 to Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated January 8, 2025.
S-4 January 8, 2025 10.35
Ψ Incorporated by reference to the indicated prior filing
Φ Management contract or compensatory plan
Ω Filed herewith
† Furnished herewith
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Incorporated by Reference Herein
Exhibit
No. Description of Exhibit Form/Schedule Date Filed Exhibit No.
10.15 ΨΦ Employment Agreement by and between the Registrant and L. Kevin Kelly, dated December 1, 2024.
8-K February 14, 2025 10.15
10.16 ΨΦ Employment Agreement by and between the Registrant and Alvin McCoy, III, dated January 1, 2025.
8-K February 14, 2025 10.16
10.17 Ψ Form of Contribution and Exchange Agreement among the Registrant and the parties signatory thereto.
8-K February 14, 2025 10.17
10.18 Ψ Cycurion Promissory Note, dated September 24, 2024.
8-K September 25, 2024 10.2
10.19 Ψ Cycurion Promissory Note, dated January 6, 2025.
8-K/A January 8, 2025 10.2
10.20 Ψ Cycurion Promissory Note, dated January 24, 2025.
8-K January 30, 2025 10.2
10.21 ΨΦ 2025 Equity Incentive Plan.
Proxy January 10, 2025 Annex C
10.22 Ψ Corporate Governance Policy.
8-K February 14, 2025 10.23
10.23 Ψ Equity Purchase Agreement with Yield Point NY LLC.
8-K April 11, 2025 10.23
10.24 Ψ Yield Point NY LLC Registration Rights Agreement.
8-K April 11, 2025 10.25
10.25 Ψ Alpha Capital Anstalt Exchange Agreement, dated August 12, 2025.
8-K August 25, 2025 10.1
10.26 Ψ Alpha Capital Anstalt Registration Rights Agreement, dated August 12, 2025.
8-K August 25, 2025 10.2
10.27 Ψ M2B Funding Corp. Exchange Agreement, dated August 12, 2025.
8-K August 25, 2025 10.3
10.28 Ψ M2B Funding Corp. Registration Rights Agreement, dated August 12, 2025.
8-K August 25, 2025 10.4
10.29 Ψ ADI Funding Exchange Agreement, dated August 12, 2025.
8-K August 25, 2025 10.5
10.30 Ψ ADI Funding Registration Rights Agreement, dated August 12, 2025.
8-K August 25, 2025 10.6
10.31 Ψ Deltennium Exchange Agreement, dated August 12, 2025.
8-K August 25, 2025 10.7
10.32 Ψ Deltennium Registration Rights Agreement, dated August 12, 2025.
8-K August 25, 2025 10.8
10.33 Ψ Osher Capital Exchange Agreement, dated August 12, 2025.
8-K August 25, 2025 10.9
10.34 Ψ Osher Capital Registration Rights Agreement, dated August 12, 2025.
8-K August 25, 2025 10.10
10.35 Ψ Lexi London Exchange Agreement, dated August 12, 2025.
8-K August 25, 2025 10.11
10.36 Ψ Lexi London Registration Rights Agreement, dated August 12, 2025.
8-K August 25, 2025 10.12
10.37 Ψ ILE Associates Exchange Agreement, dated August 12, 2025.
8-K August 25, 2025 10.13
10.38 Ψ ILE Associates Registration Rights Agreement, dated August 12, 2025.
8-K August 25, 2025 10.14
10.39 Ψ Stock-for-Stock Exchange Agreement with iQSTEL Inc., dated September 2, 2025.
8-K September 3, 2025 10.1
10.39a Ψ Amendment to the Stock-for-Stock Exchange Agreement, dated September 26, 2025.
8-K September 29, 2025 10.1
10.40 Ψ Securities Purchase Agreement with RCR Technology Corporation, dated September 25, 2025.
S-1 November 26, 2025 10.42
10.41 Ψ Securities Purchase Agreement with Armistice Capital Master Fund Ltd., dated December 4, 2025.
8-K December 5, 2025 10.1
10.42 Ψ Placement Agent Agreement with A.G.P./Alliance Global Partners, dated December 4, 2025.
8-K December 5, 2025 10.2
14.1 Ψ Code of Ethics.
8-K February 14, 2025 10.22
19.1 Ψ Insider Trading Policy.
8-K February 14, 2025 19.1
Ψ Incorporated by reference to the indicated prior filing
Φ Management contract or compensatory plan
Ω Filed herewith
† Furnished herewith
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Incorporated by Reference Herein
Exhibit
No. Description of Exhibit Form/Schedule Date Filed Exhibit No.
21.1 Ω List of Subsidiaries of Cycurion, Inc.
23.1 Ω Consent of WWC, P.C., Independent Registered Public Accounting Firm.
31.1 Ω Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (L. Kevin Kelly, Chief Executive Officer).
31.2 Ω Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Alvin McCoy, III, Chief Financial Officer).
32.1 † Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (L. Kevin Kelly, Chief Executive Officer).
32.2 † Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Alvin McCoy, III, Chief Financial Officer).
97.1 Ψ Compensation Recovery Policy (Clawback Policy) of Cycurion, Inc.
10-K April 26, 2024 97.1
99.1 Ψ Audit Committee Charter.
8-K February 14, 2025 99.1
99.2 Ψ Compensation Committee Charter.
8-K February 14, 2025 99.2
99.3 Ψ Nominating Committee Charter.
8-K February 14, 2025 99.3
101.INS Ω XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Ω XBRL Taxonomy Extension Schema.
101.CAL Ω XBRL Taxonomy Extension Calculation Linkbase.
101.DEF Ω XBRL Taxonomy Extension Definition Linkbase.
101.LAB Ω XBRL Taxonomy Extension Label Linkbase.
101.PRE Ω XBRL Taxonomy Extension Presentation Linkbase.
104 Ω Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document contained in Exhibit 101.
Ψ Incorporated by reference to the indicated prior filing
Φ Management contract or compensatory plan
Ω Filed herewith
† Furnished herewith
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Cycurion Inc.
By: /s/ L. Kevin Kelly March 31, 2026
L. Kevin Kelly
Chief Executive Officer
(Principal Executive Officer)
/s/ Alvin McCoy III March 31, 2026
By: Alvin McCoy III
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.