Cycurion, Inc.

As filed with the U.S. Securities and Exchange Commission on July 2, 2026

File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

1640 Boro Place, Suite 420C

McLean, VA 22102

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

L. Kevin Kelly

Chief Executive Officer

Cycurion, Inc.

1640 Boro Place, Suite 420C

McLean, VA 22102

(703) 854-1652

(Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

Keith Billotti

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

(212) 574-1200

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement, as determined by market conditions.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

Resale Offering of

Up to 25,000,000 Shares of Common Stock Issued or Issuable under the Equity Purchase Agreement

and

888,888 Shares of Common Stock Issuable Upon Conversion of Series I Convertible Preferred Stock

This prospectus relates to the offer and resale from time to time by the selling stockholders identified in this prospectus (collectively, the “Selling Stockholders”) of up to 25,888,888 shares of our common stock, par value $0.0001 per share (“Common Stock”), consisting of (i) up to 25,000,000 shares of Common Stock that have been or may be issued to Yield Point NY LLC (“Yield Point”) pursuant to that certain Equity Purchase Agreement, dated April 7, 2025 (the “Equity Purchase Agreement”), and (ii) up to 888,888 shares of Common Stock issuable upon conversion of 888,888 shares of Series I Convertible Preferred Stock, par value $0.0001 per share (the “Series I Convertible Preferred Stock”).

The shares of Common Stock issued or issuable to Yield Point pursuant to the Equity Purchase Agreement have been or may be issued in private placements exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). We are registering the resale of such shares pursuant to the provisions of the Equity Purchase Agreement.

On May 21, 2026, the Company entered into a merger agreement (the “Secuvant Merger Agreement”) with Cycurion Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), and Secuvant, LLC (“Secuvant”). Pursuant to the Secuvant Merger Agreement, Merger Sub merged with and into Secuvant in a reverse merger transaction, with Secuvant surviving as a wholly owned subsidiary of the Company (the “Secuvant Merger”). On June 3, 2026, the Secuvant Merger was consummated and all of Secuvant’s equity interests were cancelled and converted into the right to receive the merger consideration specified in the Secuvant Merger Agreement, including up to 888,888 shares of Series I Convertible Preferred Stock, which are convertible into an aggregate of up to 888,888 shares of Common Stock.

We may receive proceeds from the sale of shares of Common Stock to Yield Point pursuant to the Equity Purchase Agreement. However, we will not receive any proceeds from the resale of shares of Common Stock by the Selling Stockholders pursuant to this prospectus.

Under the Equity Purchase Agreement, we have the right to present Yield Point with a put notice (each, a “Put Notice”) directing Yield Point to purchase shares of our Common Stock in an amount per Put Notice (“Put Stock”) determined pursuant to the limitations in the Equity Purchase Agreement, 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. We currently have reserved 50,000,000 shares of our authorized and unissued shares of Common Stock solely for the purpose of effecting purchases of the shares under the Equity Purchase Agreement (“Reserve Shares”). In connection with the Equity Purchase Agreement, we have the right, but not the obligation, to direct Yield Point to purchase up to $60 million in shares of our Common Stock upon satisfaction of certain terms and conditions contained in the Equity Purchase Agreement, including, without limitation, an effective registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of Put Stock. This prospectus registers for resale up to 25,000,000 shares of Common Stock issued or issuable to Yield Point pursuant to the Equity Purchase Agreement. We may receive proceeds from sales of Common Stock to Yield Point pursuant to the Equity Purchase Agreement. We will not receive proceeds from resales of shares by the Selling Stockholders pursuant to this prospectus. Since the inception of the Equity Purchase Agreement, we have sold an aggregate of 5,741,111 shares of Common Stock for aggregate gross proceeds of approximately $10.3 million. After giving effect to such sales, approximately $49.7 million of the $60 million Maximum Commitment Amount (as defined below) remains available under the Equity Purchase Agreement, subject to the terms and conditions thereof.

We are registering the resale of these securities to satisfy certain registration rights and registration obligations we have granted to Yield Point and the other Selling Stockholders. The Selling Stockholders may offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We may receive proceeds from sales of Common Stock to Yield Point pursuant to the Equity Purchase Agreement. We will not receive proceeds from resales of shares by the Selling Stockholders pursuant to this prospectus. We will bear all costs, expenses, and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock offered pursuant to this prospectus. See the section entitled “Plan of Distribution” of this prospectus for additional information.

Yield Point is a Selling Stockholder under this prospectus and is identified in the section entitled “Selling Stockholders.”

Our shares of Common Stock are listed on The Nasdaq Global Market and warrants are listed on The Nasdaq Capital Market under the symbols “CYCU” and “CYCUW”, respectively. On July 1, 2026, the closing sale price of our Common Stock was $0.55.

Yield Point is being identified in this prospectus as a Selling Stockholder and may be deemed to be an underwriter, or, if required by applicable SEC guidance, is an underwriter, with respect to the shares offered pursuant to the Equity Purchase Agreement.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future SEC filings.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 10 of this prospectus before investing in our securities.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 2, 2026

TABLE OF CONTENTS

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the U.S. Securities and Exchange Commission. See “Where You Can Find More Information.”

Information contained in, and that can be accessed through our web site, www.cycurion.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered hereunder.

Unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company,” “Cycurion” and “our business” refer to Cycurion, Inc. and “this offering” refers to the offering contemplated in this prospectus.

Neither we nor the Selling Stockholders authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the Selling Stockholders are not, making an offer of these securities in any jurisdiction where such offer is not permitted.

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