8-K: Cycurion, Inc. Finalizes Business Combination, Appoints New Leadership, and Amends Corporate Governance

Western Acquisition Ventures Corp. completes its business combination with Cycurion, Inc., changing its name and ushering in a new era with revised leadership and corporate structure.

Summary

• Western Acquisition Ventures Corp. has completed its business combination with Cycurion, Inc. and changed its name to Cycurion, Inc.
• The original certificate of incorporation was filed on April 28, 2021, and has been amended several times, with the Second Amended and Restated Certificate adopted on January 10, 2025.
• The company's authorized capital stock consists of 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, each with a par value of $0.0001.
• The Board is authorized to issue preferred stock in one or more series and to establish the rights, designations, powers, preferences, and limitations of each series.
• The company intends to form two new wholly-owned subsidiaries related to the SLG Agreement, with one operating certain Chicago or Illinois-based SLG agreements and the other handling the balance of SLG operations.
• The company issued an aggregate of 6,543,073 shares of common stock, 106,816 shares of Series A preferred stock, 3,000 shares of Series B preferred stock, 4,851 shares of Series C preferred stock, 6,666,667 shares of Series D preferred stock, 680,875 Series A warrants, 6,000,000 Series B warrants, 7,272,728 Series D warrants, 270,171 common stock warrants, 472,813 shares of common stock issued in connection with the Seriess D private placement, 500,000 shares of common stock issued to A.G.P./Alliance Global Partners (A.G.P.), 250,000 shares of common stock issued to Seward & Kissel LLP and 78,803 shares of common stock issued to Baker & Hostetler LLP.
• The company issued an aggregate of 376,000 shares of the Companys Common Stock and PIPE Warrants to purchase 376,000 shares of the Companys Common Stock.
• The company's common stock and warrants are now trading on The Nasdaq Global Market and The Nasdaq Capital Market under the symbols CYCU and CYCUW, respectively.
• Following the business combination, there are 11,877,689 shares of Company common stock issued and outstanding.
• The company does not anticipate paying any cash dividends in the foreseeable future.
• The company has adopted a code of ethics and relies on its board to review related party transactions on an ongoing basis to prevent conflicts of interest.

Sentiment

Score: 7

Explanation: The document is primarily factual, detailing the completion of a business combination. The sentiment is neutral to positive, reflecting the achievement of a significant milestone for both companies. The inclusion of risk factors tempers the overall sentiment.

Positives

• Completion of the business combination provides Cycurion with access to public markets and capital.
• The new leadership team is in place.
• The company has established a corporate governance framework.
• The company has a plan for future growth through the SLG Agreement.

Negatives

• The company does not anticipate paying any cash dividends in the foreseeable future.
• The company is subject to various lock-up and leak-out agreements that may restrict the trading of its securities.
• The company is exposed to risks related to the SLG Agreement, including the need for counterparty approvals and the potential for reduced consideration.
• The company is subject to a number of lock-up agreements that restrict the sale of its securities.

Risks

• The company's ability to maintain the listing of its securities on Nasdaq.
• The risk of disruption to the company's current plans and operations.
• The ability to recognize the anticipated benefits of the business and the business combination, which may be affected by competition and the ability to grow, manage growth profitably, and retain key employees.
• The company's ability to meet its future capital requirements to fund its operations, which may involve debt and/or equity financing, and to obtain such debt and/or equity financing on favorable terms, and its sources and uses of cash.
• The company's ability to execute on its plans to develop and commercialize its current clinical assets, as well as any future clinical assets that it licenses, and the timing of any such commercialization.
• The company's ability to maintain existing license agreements.
• The company's estimates regarding expenses, future revenue, capital requirements, and needs for additional financing.
• The company's ability to achieve and maintain profitability in the future.
• The company's financial performance.

Future Outlook

The company is focused on developing and commercializing its clinical assets and achieving profitability in the future.

Industry Context

The announcement reflects a trend of SPACs (Special Purpose Acquisition Companies) completing mergers with private companies to bring them to the public market. The success of Cycurion will depend on its ability to execute its business plan and compete in the cybersecurity industry.

Comparison to Industry Standards

• It is difficult to compare the results to industry standards without specific financial data for Cycurion and its competitors.
• However, the announcement provides information on the company's capital structure and governance, which can be compared to other publicly traded companies in the cybersecurity sector.
• For example, the board composition and committee structure can be compared to companies like CrowdStrike, Palo Alto Networks, or Fortinet to assess whether Cycurion's governance practices are in line with industry norms.

Management Changes

Corporate Governance

Related Party Transactions

• A.G.P. was a financial advisor to Western in connection with the Business Combination transaction.
• Upon the completion of the Business Combination, A.G.P.: (i) received a cash fee of $500,000 shares of Common Stock and warrants to purchase 500,000 shares of Common Stock at an exercise price of $5.00 per share.
• Western and Cycurion agreed to pay approximately $1.25 million of its outstanding legal fees and expenses in connection with the Business Combination in shares of Common Stock to Seward & Kissel.

Stakeholder Impact

• Existing Western stockholders will see their shares converted into shares of the combined company.
• Cycurion's stakeholders will receive shares and warrants in the combined company.
• Employees of both companies will be integrated into the new organization.
• Customers and suppliers will be dealing with a new entity, Cycurion, Inc.

Next Steps

• The company will focus on integrating the two businesses and executing its growth strategy.
• The company intends to form two new wholly-owned subsidiaries related to the SLG Agreement.
• The company will file an initial listing application to cause PubCos common stock and warrants, and units, to be approved for listing on Nasdaq as promptly as practicable following the Closing, subject to official notice of issuance to be listed on Nasdaq.

Key Dates

Keywords

business combination, merger, cycurion, preferred stock, common stock, warrants, capital stock, board of directors, securities, agreement