Cycurion, Inc. Form 8-K Merger Agreement

This filing announces Cycurion, Inc.'s entry into a Merger Agreement on May 7, 2026, with Cycurion Merger Sub-Halo, Inc., Cycurion Merger Sub-havenX, Inc., Halo Privacy, Inc., havenX, Inc., and Shareholder Representative Services LLC. The agreement outlines a merger where Halo Privacy, Inc. and havenX, Inc. will merge with subsidiaries of Cycurion, Inc., with Halo and havenX surviving as wholly owned subsidiaries. The merger consideration includes an aggregate of $1.0 million in cash and $1.5 million in Parent common stock at closing, subject to adjustments. Additional contingent and deferred payments are detailed, including earnout payments based on future performance, installment payments totaling $7.5 million over three years, potential post-closing stock consideration, and up to $1.0 million in Babylon Contract bonus payments. The agreement also details conditions for closing, termination clauses, and provisions for indemnification, registration rights, and lock-up periods for the issued stock. The filing also mentions a press release on May 20, 2026, announcing the acquisition and integration, with the expected closing at the end of June 2026.