Western Acquisition Ventures Corp
For the period ended Dec 31, 2023. Filed Apr 26, 2024.
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FY2023 · Filed Apr 26, 2024
CYCU$2.470.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (1) | Financial statements: |
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| | Page | |
| Report of Independent Registered Public Accounting Firm | | F-2 |
| Balance Sheets | | F-3 |
| Statements of Operations | | F-4 |
| Statements of Changes in Shareholders’ Deficit | | F-5 |
| Statements of Cash Flows | | F-6 |
| Notes to Financial Statements | | F-7 to F-24 |
| (2) | Financial Statement Schedules: |
None.
| (3) | Exhibits |
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
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| Exhibit No. | Description | |
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| 3.1 | | Amended and Restated Certificate of Incorporation of Western Acquisition Ventures Corp. dated January 11, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 14, 2022, as amended by Amendment No. 1, which was filed as Exhibit 3.1 to the January 12, 2023 Current Report on Form 8-K, as amended by Amendment No. 2, which was filed as Exhibit 3.1 to the July 13, 2023 Current Report on Form 8-K, as amended by Amendment No. 3, which was filed as Exhibit 3.1 to the January 11, 2024 Current Report on Form 8-K and as amended by Amendment No. 4, which was filed as Exhibit 3.1 to the April 12, 2024 Current Report on Form 8-K). |
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| 3.2 | | Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 3.3 | | Bylaws of Western Acquisition Ventures Corp. dated May 7, 2021 (incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 4.1 | | Warrant Agreement between the Company and Equiniti Trust Company LLC dated January 11, 2022 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 4.2 | | Form of Warrant Agreement between Equiniti Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 4.3 | | Specimen Common Stock Certificate of Western Acquisition Ventures Corp. (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 4.4 | | Specimen Warrant Certificate of Western Acquisition Ventures Corp. (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 4.5 | | Description of Securities (incorporated by reference to that portion of our Registration Statement on Form S-1/A filed on January 5, 2022 under the heading “Description of Securities.” |
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| 10.1+ | | Letter Agreement between the Company, its officers, its directors, the Sponsor and A.G.P./Alliance Global Partners dated January 11, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 10.2+ | | Form of Letter Agreement from each of the Registrant’s officers, directors, Sponsor, and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 10.3 | | Investment Management Trust Agreement between the Company and Equiniti Trust Company, LLC dated January 11, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 10.4 | | Form of Investment Management Trust Agreement between Equiniti Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 10.5 | | Registration Rights Agreement between the Company, the Sponsor, A.G.P./Alliance Global Partners and certain other security holders of the Company dated January 11, 2022 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 10.6 | | Form of Registration Rights Agreement, (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 10.7 | | Securities Subscription Agreement for Private Placement Units by and between the Company and the Sponsor dated January 11, 2022 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 10.8 | | Form of Subscription Agreement for Private Placement Units (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 10.9 | | Stock Escrow Agreement between the Company, Equiniti Trust Company, LLC and the initial stockholders dated January 11, 2022 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 10.10 | | Form of Stock Escrow Agreement (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 10.11 | | Form of Indemnity Agreement by and among the Company and each of the directors and officers of the Company dated January 11, 2022 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 10.12 | | Underwriting Agreement between the Company and A.G.P./Alliance Global Partners dated January 11, 2022 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 10.13 | | Amendment to Underwriting Agreement on Letter Agreement between the Company and A.G.P/Alliance Global Partners, dated November 7, 2022, which is described under the heading Business Combination Marketing Agreement on the Registration Statement on Form S-4 filed on February 13, 2023 (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed with the SEC on March 31. 2022). |
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| 10.14 | | Business Combination Agreement between the Company and A.G.P./Alliance Global Partners dated January 11, 2022 (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 10.15 | | Promissory Note dated June 9, 2021, issued to Western Acquisition Ventures Sponsor LLC (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 10.16 | | Securities Subscription Agreement, dated June 9, 2021, between the Registrant and Western Acquisition Ventures Sponsor LLC (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 10.17 | | Agreement and Plan of Merger, dated as of November 21, 2022, by and among Registrant, Merger Sub, Cycurion and the Stockholders’ Representative (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 7, 2022). |
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| 10.18 | | Form of Stockholder Support Agreement Representative (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 7, 2022). |
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| 10.19 | | Form of Sponsor Support Agreement Representative (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on December 7, 2022). |
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| 10.20 | | Form of Parent Support Agreement Representative (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on December 7, 2022). |
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| 10.21 | | Form of Lock Up Agreement Representative (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on December 7, 2022). |
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| 10.22 | | Forward Share Purchase Agreement entered into as of January 10, 2023, by and among the Company, Cycurion, Inc., Alpha Capital Anstalt is incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 17, 2023. |
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| 10.23 | | Loan Agreement between Cycurion, Inc. and the Company, made and entered July 2023 in a transaction that closed on August 1, 2023 (incorporated by reference to Exhibit 10.23 of the Company’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on January 30, 2024). |
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| 10.24 | | Amendment No. 1 to Loan Agreement between Cycurion, Inc. and the Registrant, dated January 26, 2024 (incorporated by reference to Exhibit 10.24 of the Company’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on January 30, 2024). |
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| 10.25* | | Amendment No. 2 to Loan Agreement between Cycurion, Inc. and the Registrant, dated April 4, 2024 |
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| 10.26+ | | Employment Agreement between James P. McCormick and the Company dated December 27, 2023 (incorporated by reference to Exhibit 10.26 of the Company’s Registration Statement on Form S-4 (File No. 333-269724), filed with the SEC on January 30, 2024). |
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| 14.1 | | Code of Ethics (incorporated by reference to Exhibit 14.1 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 31.1* | | Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
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| 31.2* | | Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
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| 32.1* | | Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 |
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| 32.2* | | Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 |
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| 97.1* | | Policy Regarding Recovery of Erroneously Awarded Compensation |
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| 99.1 | | Audit Committee Charter (incorporated by reference to Exhibit 99.1 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 99.2 | | Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 99.3 | | Nominating Committee Charter (incorporated by reference to Exhibit 99.3 to our Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 20, 2021, as amended by Amendment No. 1 filed on December 1, 2021, as amended by Amendment No. 2 filed on January 5, 2022). |
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| 99.4 | | Press Release, dated January 14, 2022 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 99.5 | | Press Release, dated January 11, 2022 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on January 14, 2022). |
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| 99.6 | | Forward Share Purchase Agreement entered into as of January 10, 2023, by and among the Registrant, Cycurion, Inc., Alpha Capital Anstalt (incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 17, 2023). |
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| 101.INS | | XBRL Instance Document |
| 101.SCH | | XBRL Taxonomy Extension Schema Document |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | | Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. |
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| * | Filed Herewith |
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+Employment Agreement
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