Cycurion, Inc.

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):

1640 BORO PLACE, SUITE 420C

MCLEAN, VA 21102

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 26, 2026

To the Stockholders of Cycurion, Inc.:

NOTICE IS HEREBY GIVEN that the special general meeting of stockholders (“Special Meeting”) of Cycurion, Inc., a Delaware company (the “Company”), will be held at 12:00 p.m., Eastern Time, on February 26, 2026, in the Company’s principal executive office at 1640 Boro Place, Suite 420C, McLean, Virginia 22102. You are cordially invited to attend the Special Meeting that has been called by the board of directors of the Company (the “Board of Directors”) for the following purposes:

A proxy statement describing these matters to be acted upon at the Special Meeting is attached. No other matters will be considered at the Special Meeting.

The close of business on January 21, 2026 has been fixed as the record date (the “Record Date”) for the determination of stockholders of the Company entitled to notice of, and to vote at, the Special Meeting. Stockholders as of the Record Date are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof.

Each share of Common Stock that you own represents one vote.

All stockholders are cordially invited to attend the Special Meeting. If you do not expect to be present at the Special Meeting, you are requested to fill in, date and sign the enclosed proxy and mail it promptly in the enclosed envelope to make sure that your shares are represented at the Special Meeting. Stockholders of record also have the option of voting via the Internet. Instructions for using the service is included on the proxy card. In the event you decide to attend the Special Meeting in person, you may, if you desire, revoke your proxy and vote your shares in person in accordance with the procedures described in the accompanying proxy statement. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ L. Kevin Kelly

L. Kevin Kelly

Chief Executive Officer and Chairman

McLean, Virginia

February 2, 2026

This notice and proxy statement is dated February 2, 2026 and is first being mailed to our stockholders on or about February 2, 2026.

Whether or not you expect to participate in the virtual Special Meeting, please vote as promptly as possible in order to ensure your representation at the Special Meeting.

You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

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PROXY STATEMENT

General

This proxy statement, which is being mailed to each person entitled to receive the accompanying Notice of Special Meeting on or about February 2, 2026, is furnished in connection with the solicitation of proxies to be voted at the special general meeting of stockholders by the Board of Directors of Cycurion, Inc. (“Cycurion” or the “Company”). The Special Meeting is to be held on February 26, 2026, at 12:00 p.m. at the Company’s principal executive office, located at 1640 Boro Place, Suite 420C, McLean, Virginia 22102, and at any adjournments or postponements thereof. This proxy statement is being distributed and made available to our stockholders starting on or about February 2, 2026.

Stockholders Who May Vote

As of the Record Date on January 21, 2026, there were 4,188,187 shares of our Common Stock issued and outstanding and there were 155,045 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”) issued and outstanding. Of the 155,045 shares of Preferred Stock issued and outstanding, 5,044 shares have been designated as Series A Convertible Preferred Stock, Series C Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock, each with a par value $0.0001 per share (which cumulatively convert into 960,224 shares of Common Stock) (the “Preferred Voting Stock”), which all have voting rights on an as-if-converted-to-Common Stock basis. The Series B Convertible Preferred Stock and Series D Convertible Preferred Stock do not have voting rights. The “Common Stock” together with the “Preferred Voting Stock” will herein be referred as the “Voting Stock”. For more information, please see the section “Description of Our Securities.” Proxies are solicited to give all stockholders who are entitled to vote on the matters that come before the Special Meeting the opportunity to do so whether or not they attend the Special Meeting in person.

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Voting

If you are a holder of record of our Voting Stock as of the Record Date on January 21, 2026, you may vote in person at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares of Voting Stock in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Changing or Revoking a Proxy

If you are a holder of record of our shares of Voting Stock as of the Record Date, you may change or revoke your proxy at any time before it is voted by submitting a new proxy with a later date, delivering a written notice of revocation to Cycurion’s Chief Financial Officer, or voting in person at the Special Meeting. If your shares of Voting Stock are held in the name of your broker or bank, you may change or revoke your voting instructions by contacting the bank or brokerage firm or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the Special Meeting.

No Appraisal Rights

Appraisal or dissenter rights are statutory rights under the laws of Delaware that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal or dissenter rights are not available in all circumstances. Appraisal rights are not available to our stockholders in connection with the Warrant Exercise Proposal or Adjournment Proposal.

Required Vote

A quorum is required to conduct business at the Special Meeting. A quorum requires the presence, in person or by proxy, of a majority of the voting power of Voting Stock entitled to vote at the Special Meeting, voting together as a single class (with Preferred Voting Stock having voting rights on as as-if-converted-to-Common Stock basis). On the Record Date, there were 5,148,411 shares of Voting Stock issued and outstanding, consisting of 4,188,187 shares of Common Stock and 960,224 shares of Preferred Voting Stock issued and outstanding, each of which is entitled to one vote. As such, holders of 2,574,206 shares of Voting Stock must be present or represented by proxy at the Special Meeting to constitute quorum.

Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when you fail to provide voting instructions to your broker for shares owned by you but held in the name of your broker and your broker does not have authority to vote without instructions from you. Under those circumstances, your broker may be authorized to vote for you without your instructions on routine matters but is prohibited from voting without your instructions on non-routine matters. Non-routine matters include the election of directors for which your broker cannot vote and absent your instructions on how to vote, will result in broker non-votes.

Any question proposed for consideration at the Special Meeting shall be decided on by a simple majority of votes cast.

If quorum is not present, the Special Meeting may be adjourned from time to time until quorum is obtained.

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Costs of Proxy Solicitation

Cycurion pays the cost of this solicitation of proxies. This solicitation is being made by mail but also may be made by telephone or in person. Our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means.

Cycurion will request that persons who hold shares for others, such as banks and brokers, solicit the owners of those shares and will reimburse them for their reasonable out-of-pocket expenses for those solicitations.

Cycurion has engaged D.F. King & Co., Inc. (“DF King”) to act as the Company’s proxy advisor and to assist the Company in soliciting proxies related to the proposals set forth in the proxy statement and to be voted upon at the Special Meeting, and at any adjournments or postponements thereof. DF King may solicit proxies personally, electronically or by telephone. The Company has agreed to pay DF King a fee of $10,000, plus customary costs and expenses, for these services.

Attending the Special Meeting

If your shares of Common Stock are held in the name of your bank or broker and you plan to attend the Special Meeting, please bring proof of ownership with you to the Special Meeting. A bank or brokerage account statement showing that you owned voting shares of Cycurion on January 21, 2026 is acceptable proof to establish share ownership and obtain admittance to the Special Meeting. If you are a stockholder of record, no proof of ownership is required. All stockholders or their proxies should be prepared to present government-issued photo identification upon request for proof of ownership and/or admission to the Special Meeting.

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