S-1: Cycurion Files for $15 Million Common Stock Resale, Including Shares Underlying Pre-Funded Warrant

Cycurion, Inc. has filed a registration statement for the resale of up to $15 million in common stock, including shares underlying a pre-funded warrant, by Yield Point NY LLC.

Summary

• Cycurion, Inc. has filed a Form S-1 registration statement with the SEC to register the offer and sale of up to $15 million in shares of its common stock.
• The offering includes up to 4,500,000 shares of common stock issuable upon exercise of a pre-funded warrant.
• The shares are being offered for resale by Yield Point NY LLC (the Investor), or its permitted assigns.
• Cycurion will not receive any proceeds from the sale of these shares, except with respect to amounts received upon the exercise of the Pre-Funded Warrant.
• The company has the right to direct the Investor to purchase up to $60 million in shares of common stock under an equity purchase agreement.
• The Investor will purchase shares at a per-share price equal to 90% of the lowest daily volume-weighted average price (VWAP) during the three consecutive trading days following the Put Notice date.
• As of May 6, 2025, the closing sale price of Cycurion's common stock was $0.45.
• The company is an emerging growth company and a smaller reporting company, which allows it to take advantage of certain reduced reporting requirements.

Sentiment

Score: 5

Explanation: The document presents both positive and negative aspects. While there's potential funding through the equity purchase agreement, there are also risks of dilution and price decline. The company's financial performance is mixed, with a recent net income but a history of losses.

Positives

• The equity purchase agreement provides Cycurion with a potential source of funding up to $60 million.
• The company is an emerging growth company and smaller reporting company, allowing for reduced reporting requirements.
• Cycurion retains the right, but not the obligation, to utilize the equity purchase agreement.

Negatives

• The sale of shares by the Investor could negatively affect the market price of Cycurion's common stock.
• The Investor will purchase shares at a discount to the market price, potentially leading to price decline.
• Cycurion may not have access to the full $60 million available under the equity purchase agreement.
• The company has a history of net losses and may require substantial additional funding in the future.

Risks

• Issuances of common stock to the Investor will cause substantial dilution to existing stockholders.
• The sale of a substantial number of shares could adversely affect the prevailing market price.
• Cycurion may not have access to the full amount available under the Equity Purchase Agreement.
• The Investor will pay less than the then-prevailing market price for the common stock.
• The company has a limited operating history and has incurred net losses.
• Cycurion's recurring losses and net working capital have raised substantial doubt regarding its ability to continue as a going concern.
• The company will require substantial additional funding in the future, which may not be available on acceptable terms.

Future Outlook

The company intends to continue to pursue new customers by adding capacity and leveraging partnerships, investing in new technology platforms, and exploring acquisition opportunities.

Industry Context

The company operates in the competitive cybersecurity industry, facing competition from larger, well-established companies.

Legal Proceedings

• Object3, LLC initiated an arbitration proceeding with the American Arbitration Association, styled Object3, LLC, Claimant, v. Cloudburst Security, LLC, Respondent, Case No. 01-24-0006-9906.
• The claimant made claims against Cloudburst for unpaid consulting services and associated costs, fees, and interest for the prior 12-month period in the aggregate amount of approximately $228,000.

Related Party Transactions

• On September 20, 2024, the company entered into a promissory note with Western Acquisition Ventures Sponsor LLC (the Sponsor) for $230,000.
• Axxum purchased an AT&T contract relationship from Archura, LLC, a company owned by Emmit McHenry and Kurt McHenry at the end of 2018.
• On April 26, 2023, the company issued to a director a $55,000 promissory note for $50,000 in gross proceeds.
• On April 26, 2023, the company issued to a director a $27,500 promissory note for $25,000 in gross proceeds.
• On April 26, 2023, the company issued to a director a $20,900 promissory note for $19,000 in gross proceeds.
• On June 22, 2023, the company issued to a director a $82,500 promissory note for $75,000 in gross proceeds.
• On June 22, 2023, the company issued to a director a $165,000 promissory note for $150,000 in gross proceeds.
• On July 6, 2023, the company issued to a director a $55,000 promissory note for $50,000 in gross proceeds.
• On July 21, 2023, the company issued to a director a $181,500 promissory note for $165,000 in gross proceeds.
• On August 24, 2024, the company issued a promissory note in the amount of $20,250 for $15,000 in proceeds to an officer of the company.

Stakeholder Impact

• Existing stockholders will experience dilution due to the issuance of new shares.
• The market price of the common stock could be negatively affected by the sale of shares by the Investor.
• The company's ability to grow and compete could be affected if adequate capital is not available.

Next Steps

• The Selling Stockholder will determine when and how it will dispose of the shares of Common Stock registered under this prospectus for resale.
• Cycurion intends to continue to pursue new customers by adding capacity and leveraging partnerships, investing in new technology platforms, and exploring acquisition opportunities.

Key Dates

Keywords

common stock, equity purchase agreement, pre-funded warrant, resale, offering, Cycurion, Yield Point NY LLC, securities, Investor, dilution