S-1/A: Cycurion Files Amendment for $15 Million Common Stock Resale, Plus 4.5 Million Commitment Shares
S-1/A Filing
Cycurion, Inc. files an amendment to its Form S-1 registration statement for the resale of up to $15 million in common stock and 4.5 million commitment shares by Yield Point NY LLC.
Summary
- Cycurion, Inc. has filed an amendment to its Form S-1 registration statement.
- The filing pertains to the resale of up to $15 million in shares of common stock.
- It also includes up to 4.5 million shares of common stock issuable upon exercise of a pre-funded warrant.
- The shares are to be offered by Yield Point NY LLC (the Investor).
- The company has reserved 40,000,000 shares for purchases under the Equity Purchase Agreement.
- The remaining balance of the $45 million in shares of Common Stock issued pursuant to the Equity Purchase Agreement may be registered under a separate registration statement to be filed in the future.
- Cycurion will not receive any proceeds from the sale of these securities, except with respect to amounts received by us upon the exercise of the Pre-Funded Warrant.
- The company will bear all costs, expenses, and fees in connection with the registration of these securities.
- The Selling Stockholder will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock or the shares of our Common Stock underlying the Pre-Funded Warrant.
- On May 6, 2025, the closing sale price of our Common Stock was $0.45.
Sentiment
Score: 4
Explanation: The document is largely factual, but the company's financial situation and the potential for dilution create a negative outlook.
Risks
- Issuances of our Common Stock to the Investor has caused and will continue to cause substantial dilution to our existing stockholders and will cause the price of our Common Stock to decline.
- The sale of a substantial number of Put Stock and Commitment Stock in the public market could adversely affect the prevailing market price of our shares.
- We may not have access to the full amount available under the Equity Purchase Agreement.
- The Investor will pay less than the then-prevailing market price for our Common Stock, which could cause the price of our Common Stock to decline.
Future Outlook
The company intends to continue to pursue new customers by adding capacity and leveraging our partnerships in the domestic and international markets.
Industry Context
The company operates in the competitive cybersecurity industry, facing competition from larger, well-established companies.
Stakeholder Impact
- Existing stockholders may experience dilution due to the issuance of new shares.
- The market price of the company's common stock could be affected by the sale of shares by the Selling Stockholder.
Next Steps
- The Selling Stockholder will determine when and how it will dispose of the shares of Common Stock registered under this prospectus for resale.
Key Dates
| Date | Description |
|---|---|
| 2017 | Originally incorporated as KAE Holdings, Inc. |
| 2017-11-22 | Acquired Axxum Technologies LLC |
| 2019-04-03 | Acquired Cloudburst Security LLC |
| 2020-07-14 | Changed name to Cyber Secure Solutions, Inc. |
| 2021-02-24 | Changed name to Cycurion, Inc. |
| 2021-09-30 | Acquired certain technology assets of Sabres Security Ltd. |
| 2022-11-21 | Agreement and Plan of Merger with Western Acquisition Ventures Corp. |
| 2024-04-26 | Amended and Restated Agreement and Plan of Merger |
| 2024-12-31 | Amendment to the Amended and Restated Agreement and Plan of Merger |
| 2025-02-13 | Second Amended and Restated Agreement and Plan of Merger |
| 2025-02-14 | Business Combination closed; Western renamed Cycurion, Inc. |
| 2025-02-18 | Common stock began trading on Nasdaq Global Market (CYCU); warrants on Nasdaq Capital Market (CYCUW) |
| 2025-04-07 | Entered into Equity Purchase Agreement with Yield Point NY LLC |
| 2025-05-06 | Closing sale price of Common Stock was $0.45 |
| 2025-05-13 | Date of this prospectus |
Keywords
common stock, resale, registration statement, equity purchase agreement, commitment shares, Cycurion, Yield Point NY LLC, securities
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