EX-99.1 3 ex99-1.htm EX-99.1 Exhibit 99.1 Cycurion, Inc. Announces Reverse Stock Split Effective August 28, 2026 McLean, VA - August 26, 2026 - Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leading cybersecurity solutions provider, announced today that it will effect a reverse stock split of its common stock at a ratio of one-for-eight (the “Reverse Stock Split”). The Reverse Stock Split will become effective at August 28, 2026, and the Company’s common stock will begin trading on a split-adjusted basis on The Nasdaq Global Market at the market open on August 28, 2026, under the existing trading symbol “CYCU.” A new CUSIP number, 95758L404, has been assigned to the Company’s common stock in connection with the Reverse Stock Split. On August 13, 2026, the Company’s board of directors approved the implementation of the Reverse Stock Split. At the Company’s 2026 annual general meeting of stockholders held on July 23, 2026, the Company’s stockholders approved a proposal to effect one or more reverse stock splits at a ratio ranging from 3:1 to 75:1, inclusive, with an aggregate ratio not to exceed 250:1, as described in the Company’s definitive proxy statement fi…
Open exhibit ↗Current Report · Items 3.03, 5.03, 7.01, 9.01 · 8-K
Cycurion, Inc.
CYCUNASDAQEQUITYCurrent
Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure
Item 3.03 Material Modifications to the Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Company context
Current securities
Recent company filings
Disclosure sections
Item 3.03Item 3.03 - Material Modification to Rights
Item
3.03 Material Modifications to the Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 27, 2026, Cycurion, Inc., a Delaware corporation (the “Company”), filed a fourth amendment (the “Amendment”)
to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to implement a reverse
stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio of 1-for-8
(the “Reverse Stock Split”). The Reverse Stock Split will become effective with the commencement of business on August 28,
2026 (the “Effective Time”).
The
Company’s common stock will begin trading on a split-adjusted basis on The Nasdaq Global Market at the market open on August 28,
2026, under the existing trading symbol “CYCU.” A new CUSIP number, 95758L404, will be assigned to the Company’s common
stock in connection with the Reverse Stock Split.
On
August 13, 2026, the Company’s board of directors approved the implementation of the Reverse Stock Split. At the Company’s
2026 annual general meeting of stockholders held on July 23, 2026, the Company’s stockholders approved a proposal to effect one
or more reverse stock splits at a ratio ranging from 3:1 to 75:1, inclusive, with an aggregate ratio not to exceed 250:1, as described
in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 30, 2026, as amended.
Such stockholder approval became effective on July 23, 2026.
The
Reverse Stock Split is intended to, among other things, assist the Company in maintaining compliance with the minimum bid price requirement
for continued listing on The Nasdaq Global Market.
At
the Effective Time, every eight shares of the Company’s common stock then issued and outstanding will be combined into one 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 issued and outstanding shares of common stock will be reduced from approximately 25,840,335 shares to approximately
3,230,041 shares. The Reverse Stock Split will not affect any stockholder’s percentage ownership interest in the Company, except
for minor changes that may result from the treatment of fractional shares.
No
fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive
a fractional share will receive a cash payment (without interest and subject to applicable withholding taxes) equal to the fractional
share interest multiplied by the closing price of the Company’s common stock on The Nasdaq Global Market on the trading day immediately
preceding the Effective Time.
Stockholders
holding share certificates will receive instructions from Equiniti Trust Company, LLC, the Company’s transfer agent, regarding
the exchange of shares. Stockholders who hold their shares in brokerage accounts or in “street name” will have their positions
automatically adjusted to reflect the Reverse Stock Split and will not be required to take any action.
Proportionate
adjustments will be made to all outstanding equity-based awards and securities, including warrants, stock options, restricted stock awards,
and convertible securities, to reflect the Reverse Stock Split, including adjustments to the number of shares issuable and/or the applicable
exercise or conversion prices, as appropriate.
The
foregoing description of the Amendment and the Reverse Stock Split does not purport to be complete and is qualified in its entirety by
reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure .
On
August 26, 2026, the Company issued a press release announcing that the Reverse Stock Split will take effect and that the Company’s
common stock will begin trading on a split-adjusted basis on The Nasdaq Global Market at the market open on August 28, 2026.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such a filing.