CYCUW Cycurion, Inc.

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Executive Summary

Cycurion (CYCU/CYCUW) entered into a definitive merger agreement to acquire Secuvant, LLC via a reverse merger for approximately $2.875 million total consideration ($875K cash + 888,888 shares of Series I Convertible Preferred Stock valued at $2.0M), plus contingent earn-outs over 3 years (guaranteed $100K/year + performance-based payments). The transaction is expected to close within 7-10 days, contribute ~$3M in annualized revenue and ~$1.5M in EBITDA for FY2026, and integrate Secuvant's Panoptic threat intelligence platform with Cycurion's AI-driven HavenX/ARx platform, creating a combined end-to-end cybersecurity offering for mid-market and enterprise clients in regulated industries.

Key Financial Metrics

Actionable Insight

Key Facts

• Acquisition of Secuvant, LLC for $2,875,000 total consideration ($875,000 cash + 888,888 shares Series I Convertible Preferred Stock valued at $2,000,000).
• Transaction expected to close within 7-10 days; expected to contribute ~$3M in annualized revenue and ~$1.5M in EBITDA for FY2026.
• Secuvant adds the Panoptic threat vulnerability prioritization platform and Cyber7 methodology, integrating with Cycurion's AI-driven ARx and HavenX platforms.
• Sellers eligible for earn-out over 3 years: guaranteed $100,000/year cash + performance-based earn-out (50% cash / 50% common stock) tied to new Panoptic revenue thresholds and gross margin floors (55% in 2026, 65% thereafter).
• Equity consideration subject to staggered vesting (stock price/VWAP and volume thresholds) with full forfeiture by Jan 15, 2034; lock-ups of 6 months ($1.5M in shares value) and 90 days ($500K) followed by leak-out restrictions.

Financial Impact

~$2.875M total consideration ($875K cash + $2M equity), plus earn-outs with guaranteed $100K/year and variable performance-based payments. Transaction expected to contribute ~$3M annualized revenue and ~$1.5M EBITDA in FY2026.

Risk Factors

• Dilution from 888,888 shares of convertible preferred stock, which convert at $2.25 per common share, plus additional earn-out shares paid in stock.
• Execution risk in integrating Secuvant's products and achieving cross-sell to Cycurion's government/enterprise client base.
• Performance-based earn-out dependent on new Panoptic revenue exceeding $200K/$1M/$2M thresholds with gross margin floors of 55%-65%, which may take time to achieve.
• Equity compensation (RSU grant of $250K to new CPO Danny White) and $30K sign-on bonus add to compensation costs.

Market Snapshot

Documents Analyzed

This report is based on 6 SEC documents filed with EDGAR.

US Market Status

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