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Midas Edge

Cycurion, Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

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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Contents

Item 15. Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statements

(a)Documents filed as a part of the report:

(1)Financial Statements. Our financial statements are included in Item 8. Financial Statements and Supplementary Data.

(2)Financial Statement Schedules. All schedules are omitted since they are not applicable, not required, or the information required to be set forth herein is included in the Consolidated Financial Statements or notes thereto.

(3)Exhibits. The exhibits listed in the Exhibit Index immediately below are filed as part of this Annual Report on Form 10-K, or are incorporated by reference herein.

(b)Exhibits. See Item 15(a)(3) above.

(c)Financial Statement Schedules. See Item 15(a)(2) above.

Incorporated by Reference Herein
ExhibitNo. · Description of Exhibit · Form/Schedule · Date Filed · Exhibit No.
3.1ΨSecond Amended and Restated Certificate of Incorporation of Registrant.8-KFebruary 14, 20253.4
3.1aΨAmendment to the Second Amended and Restated Certificate of Incorporation of the Registrant.8-KSeptember 29, 20253.1
3.1bΨSecond Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant.8-KOctober 24, 20253.1
3.2ΨSecond Amended and Restated Bylaws of Cycurion, Inc.8-KAugust 28, 20253.1
3.3ΨCertificate of Designation of Series A Convertible Preferred Stock of the Company.8-KFebruary 14, 20253.7
3.4ΨCertificate of Designation of Series B Convertible Preferred Stock of the Company.8-KFebruary 14, 20253.8
3.5ΨCertificate of Designation of Series C Convertible Preferred Stock of the Company.8-KFebruary 14, 20253.9
3.6ΨCertificate of Designation of Series D Convertible Preferred Stock of the Company.8-KFebruary 14, 20253.10
3.7ΨCertificate of Designation of Series E Convertible Preferred Stock of the Company.8-KAugust 12, 20253.1
3.8ΨCertificate of Designation of Series F Convertible Preferred Stock of the Company.8-KAugust 12, 20253.2
3.9ΨCertificate of Designation of Series G Convertible Preferred Stock of the Company.8-KAugust 15, 20253.1
4.1ΨSpecimen Unit Certificate of the Registrant.S-1October 20, 20214.1
4.2ΨSpecimen Common Stock Certificate of the Registrant.S-1October 20, 20214.2
4.3ΨSpecimen Warrant Certificate of the Registrant.S-1October 20, 20214.3
4.4ΨForm of Warrant Agreement between Equiniti Trust Company, LLC and the Registrant.S-1October 20, 20214.4
4.5ΨWarrant Agreement, dated January 11, 2022, by and between the Registrant and Equiniti Trust Company, LLC, as warrant agent.8-KJanuary 14, 20224.1
4.6ΨDescription of Securities.10-KApril 17, 20254.6
4.7ΨYield Point NY LLC Pre-Funded Warrant.8-KApril 11, 202510.24
4.8ΨSeward & Kissel LLP Pre-Funded Warrant.S-1November 26, 202510.41
4.9ΨPre-Funded Warrant with Armistice Capital Master Fund Ltd.8-KDecember 5, 20254.1
4.10ΨWarrant with Armistice Capital Master Fund Ltd.8-KDecember 5, 20254.2
4.11ΨForm of Series A Warrant.S-1December 22, 20254.11
4.12ΨForm of Series B Warrant.S-1December 22, 20254.12
4.13ΨForm of Series D Warrant.S-1December 22, 20254.13
10.1ΨForm of Letter Agreement from each of the Registrant’s officers, directors, sponsor, and A.G.P./ Alliance Global Partners.S-1October 20, 202110.1
10.2ΨInvestment Management Trust Agreement, dated January 11, 2022, by and between the Registrant and Equiniti Trust Company, LLC, as trustee.8-KJanuary 14, 202210.2
10.2aΨAmendment to the Investment Management Trust Agreement, dated February 13, 2025, by and between the Registrant and Equiniti Trust Company, LLC, as trustee.8-KFebruary 14, 202510.2a
Ψ · Incorporated by reference to the indicated prior filing
Φ · Management contract or compensatory plan
Ω · Filed herewith
† · Furnished herewith
Incorporated by Reference Herein
ExhibitNo. · Description of Exhibit · Form/Schedule · Date Filed · Exhibit No.
10.3ΨRegistration Rights Agreement, dated January 11, 2022, by and among the Registrant, the Sponsor, A.G.P./Alliance Global Partners and certain other security holders of the Registrant.8-KJanuary 14, 202210.3
10.4ΨForm of Indemnity Agreement, by and among the Registrant and each of the directors and officers of the Registrant.8-KFebruary 14, 202510.4
10.5ΨForm of Lock Up Agreement among the Registrant, WAV Merger Sub, Inc., Cycurion, Inc., and the parties signatory thereto.8-KDecember 7, 202210.4
10.6ΨTerm Loan Note issued by the Registrant and Axxum Technologies LLC in favor of Mainstreet Bank, dated November 22, 2017.S-4February 13, 202310.12
10.7ΨPledge Agreement by the Registrant and Mainstreet Bank, dated November 22, 2017.S-4February 13, 202310.13
10.8ΨAmended and Restated Loan and Security Agreement by and among the Registrant, Axxum Technologies LLC, Cloudburst Security LLC, and Mainstreet Bank, dated April 18, 2019.S-4February 13, 202310.14a
10.8aΨFirst Amendment to Amended and Restated Loan and Security Agreement by and among the Registrant, Axxum Technologies LLC, Cloudburst Security LLC, and Mainstreet Bank, dated March 30, 2020.S-4February 13, 202310.14b
10.8bΨSecond Amendment to Amended and Restated Loan and Security Agreement by and among the Registrant, Axxum Technologies LLC, Cloudburst Security LLC, and Mainstreet Bank, dated June 29, 2020.S-4February 13, 202310.14c
10.9ΨAmended and Restated Revolving Credit Note of the Registrant, Axxum Technologies LLC, and Cloudburst Security LLC in favor of Mainstreet Bank, dated April 18, 2019.S-4February 13, 202310.15
10.10ΨCollateral Assignment of Acquisition Documents by the Registrant and Mainstreet Bank, dated November 22, 2017.S-4February 13, 202310.16
10.11ΨJoint Venture Agreement Between Cycurion, Inc. and Lunar Privacy, Inc., made and entered December 29, 2022.S-4February 13, 202310.20
10.12ΨTerm Sheet between SLG Innovation, Inc. and Cycurion, Inc., dated April 25, 2023.S-4November 2, 202310.21
10.12aΨFirst Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of November 29, 2023.S-4January 30, 202410.21a
10.12bΨSecond Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of April 29, 2024.S-4May 13, 202410.21b
10.12cΨThird Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of August 16, 2024.S-4November 1, 202410.21c
10.12dΨFourth Amendment to Term Sheet between SLG Innovation, Inc. and Cycurion, Inc., effective as of December 31, 2024.S-4December 31, 202410.21c
10.12eΨManagement Service Agreement between Cycurion, Inc. and SLG Innovation, Inc., entered as of March 31, 2025.10-KApril 17, 202510.12e
10.13ΨTerm Sheet between RCR Technology Corporation and Cycurion, Inc., dated April 25, 2023.S-4November 2, 202310.22
10.13aΨFirst Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of November 29, 2023.S-4January 30, 202410.22a
10.13bΨSecond Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of August 16, 2024.S-4November 1, 202410.22b
10.13cΨThird Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of December 31, 2024.S-4December 31, 202410.22c
10.13dΨFourth Amendment to Term Sheet between RCR Technology Corporation and Cycurion, Inc., effective as of May 6, 2025.S-1May 7, 202510.13d
10.14ΨLoan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., made and entered July 2023 in a transaction that closed on August 1, 2023.S-4January 30, 202410.23
10.14aΨAmendment No. 1 Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated January 26, 2024.S-4January 30, 202410.24
10.14bΨAmendment No. 2 to Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated April 4, 2024.10-KApril 26, 202410.25
10.14cΨAmendment No. 3 to Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated May 3, 2024.S-4May 13, 202410.28
10.14dΨAmendment No. 4 to Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated July 2, 2024.S-4August 12, 202410.29
10.14eΨAmendment No. 5 to Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated October 9, 2024.S-4November 1, 202410.30
10.14fΨAmendment No. 6 to Loan Agreement between Cycurion, Inc. and Western Acquisition Ventures Corp., dated January 8, 2025.S-4January 8, 202510.35
Ψ · Incorporated by reference to the indicated prior filing
Φ · Management contract or compensatory plan
Ω · Filed herewith
† · Furnished herewith
Incorporated by Reference Herein
ExhibitNo. · Description of Exhibit · Form/Schedule · Date Filed · Exhibit No.
10.15ΨΦEmployment Agreement by and between the Registrant and L. Kevin Kelly, dated December 1, 2024.8-KFebruary 14, 202510.15
10.16ΨΦEmployment Agreement by and between the Registrant and Alvin McCoy, III, dated January 1, 2025.8-KFebruary 14, 202510.16
10.17ΨForm of Contribution and Exchange Agreement among the Registrant and the parties signatory thereto.8-KFebruary 14, 202510.17
10.18ΨCycurion Promissory Note, dated September 24, 2024.8-KSeptember 25, 202410.2
10.19ΨCycurion Promissory Note, dated January 6, 2025.8-K/AJanuary 8, 202510.2
10.20ΨCycurion Promissory Note, dated January 24, 2025.8-KJanuary 30, 202510.2
10.21ΨΦ2025 Equity Incentive Plan.ProxyJanuary 10, 2025Annex C
10.22ΨCorporate Governance Policy.8-KFebruary 14, 202510.23
10.23ΨEquity Purchase Agreement with Yield Point NY LLC.8-KApril 11, 202510.23
10.24ΨYield Point NY LLC Registration Rights Agreement.8-KApril 11, 202510.25
10.25ΨAlpha Capital Anstalt Exchange Agreement, dated August 12, 2025.8-KAugust 25, 202510.1
10.26ΨAlpha Capital Anstalt Registration Rights Agreement, dated August 12, 2025.8-KAugust 25, 202510.2
10.27ΨM2B Funding Corp. Exchange Agreement, dated August 12, 2025.8-KAugust 25, 202510.3
10.28ΨM2B Funding Corp. Registration Rights Agreement, dated August 12, 2025.8-KAugust 25, 202510.4
10.29ΨADI Funding Exchange Agreement, dated August 12, 2025.8-KAugust 25, 202510.5
10.30ΨADI Funding Registration Rights Agreement, dated August 12, 2025.8-KAugust 25, 202510.6
10.31ΨDeltennium Exchange Agreement, dated August 12, 2025.8-KAugust 25, 202510.7
10.32ΨDeltennium Registration Rights Agreement, dated August 12, 2025.8-KAugust 25, 202510.8
10.33ΨOsher Capital Exchange Agreement, dated August 12, 2025.8-KAugust 25, 202510.9
10.34ΨOsher Capital Registration Rights Agreement, dated August 12, 2025.8-KAugust 25, 202510.10
10.35ΨLexi London Exchange Agreement, dated August 12, 2025.8-KAugust 25, 202510.11
10.36ΨLexi London Registration Rights Agreement, dated August 12, 2025.8-KAugust 25, 202510.12
10.37ΨILE Associates Exchange Agreement, dated August 12, 2025.8-KAugust 25, 202510.13
10.38ΨILE Associates Registration Rights Agreement, dated August 12, 2025.8-KAugust 25, 202510.14
10.39ΨStock-for-Stock Exchange Agreement with iQSTEL Inc., dated September 2, 2025.8-KSeptember 3, 202510.1
10.39aΨAmendment to the Stock-for-Stock Exchange Agreement, dated September 26, 2025.8-KSeptember 29, 202510.1
10.40ΨSecurities Purchase Agreement with RCR Technology Corporation, dated September 25, 2025.S-1November 26, 202510.42
10.41ΨSecurities Purchase Agreement with Armistice Capital Master Fund Ltd., dated December 4, 2025.8-KDecember 5, 202510.1
10.42ΨPlacement Agent Agreement with A.G.P./Alliance Global Partners, dated December 4, 2025.8-KDecember 5, 202510.2
14.1ΨCode of Ethics.8-KFebruary 14, 202510.22
19.1ΨInsider Trading Policy.8-KFebruary 14, 202519.1
Ψ · Incorporated by reference to the indicated prior filing
Φ · Management contract or compensatory plan
Ω · Filed herewith
† · Furnished herewith
Incorporated by Reference Herein
ExhibitNo. · Description of Exhibit · Form/Schedule · Date Filed · Exhibit No.
21.1 · Ω · List of Subsidiaries of Cycurion, Inc.
23.1 · Ω · Consent of WWC, P.C., Independent Registered Public Accounting Firm.
31.1 · Ω · Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (L. Kevin Kelly, Chief Executive Officer).
31.2 · Ω · Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Alvin McCoy, III, Chief Financial Officer).
32.1 · † · Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (L. Kevin Kelly, Chief Executive Officer).
32.2 · † · Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Alvin McCoy, III, Chief Financial Officer).
97.1ΨCompensation Recovery Policy (Clawback Policy) of Cycurion, Inc.10-KApril 26, 202497.1
99.1ΨAudit Committee Charter.8-KFebruary 14, 202599.1
99.2ΨCompensation Committee Charter.8-KFebruary 14, 202599.2
99.3ΨNominating Committee Charter.8-KFebruary 14, 202599.3
101.INSΩXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHΩXBRL Taxonomy Extension Schema.
101.CALΩXBRL Taxonomy Extension Calculation Linkbase.
101.DEFΩXBRL Taxonomy Extension Definition Linkbase.
101.LABΩXBRL Taxonomy Extension Label Linkbase.
101.PREΩXBRL Taxonomy Extension Presentation Linkbase.
104ΩCover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document contained in Exhibit 101.
Ψ · Incorporated by reference to the indicated prior filing
Φ · Management contract or compensatory plan
Ω · Filed herewith
† · Furnished herewith
ContentsView on SEC.gov

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