Cycurion Inc美股招股说明书(2025-12-23版)

Primary Offering of Up to 7,000,000 Shares of Common Stock under the Equity Purchase Agreement Secondary Offering of 119,326 Shares of Common Stock395,866 Shares of Common Stock Underlying WarrantsUp to 83,333 Shares of Common Stock Underlying a Pre-Funded Warrant696,146 Shares of Common Stock Issuable Upon Conversion of Series G Convertible Preferred Stock This prospectus relates to the primary issuance by us up to 7,000,000 shares of common stock, par value $0.0001 per share (“CommonStock”), relating to shares that may be issued to Yield Point NY LLC (“Yield Point”) pursuant to an equity purchase agreement withYield Point dated as of April 7, 2025 (the “Equity Purchase Agreement”). This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “SellingStockholders”) of an aggregate of: (a) up to 119,326 shares of Common Stock, consisting of: (i) 12,533 shares of Common Stockissued in a private placement (the “PIPE Financing”) pursuant to that certain Subscription Agreement for Private Placement Units datedas of January 11, 2022 (as the same may be amended from time to time, the “PIPE Subscription Agreement”); (ii) 95,833 shares ofCommon Stock held by Western Acquisition Ventures Sponsor, LLC (the “Sponsor”) (the beneficial owners of which are set forth inthe table in the section entitled “Selling Stockholders”); (iii) 8,333 shares of Common Stock issued to Seward & Kissel LLP (“Seward& Kissel”) upon completion of the Business Combination (as defined below); and (iv) 2,627 shares of Common Stock issued to Baker& Hostetler LLP (“Baker & Hostetler”); (b) up to 395,866 shares of Common Stock issued upon the conversion of the Warrants,consisting of (i) 12,533 shares of Common Stock issuable upon the exercise of certain warrants (the “PIPE Warrants”) issued in thePIPE Financing and having an exercise price of $345.00 per share; and (ii) 383,333 shares of Common Stock issuable upon exercise ofcertain public warrants (the “Public Warrants”) having an exercise price of $345.00 that were issued in connection with the initialpublic offering of Western Acquisition Ventures Corp. (“Western”) (the “SPAC IPO”) (the “Public Warrants” and the PIPE Warrants arecollectively referred to as the “Warrants”); (c) up to 83,333 shares of Common Stock issuable to Seward & Kissel upon exercise of apre-funded warrant (“Seward & Kissel Pre-Funded Warrant); and (d) 696,146 shares of Common Stock issuable upon conversion of3,133 shares of Series G Convertible Preferred Stock, par value $0.0001 per share. Under the Equity Purchase Agreement, we have the right to present Yield Point with a put notice (each, a “Put Notice”) directing YieldPoint to purchase shares of our Common Stock in an amount per Put Notice (“Put Stock”) determined pursuant to the limitations in theEquity Purchase Agreement, at a per-share price equal to 90% of the lowest daily volume-weighted average price (“VWAP”) during thethree consecutive trading days following the Put Notice date. We currently have reserved 25,000,000 shares of our authorized andunissued 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 Pointto purchase up to $60 million in shares of our Common Stock upon satisfaction of certain terms and conditions contained in the EquityPurchase Agreement, including, without limitation, an effective registration statement filed with the U.S. Securities and ExchangeCommission (the “SEC”) registering the resale of Put Stock. This prospectus relates to the resale of an aggregate of 7,000,000 shares ofCommon Stock pursuant to the Equity Purchase Agreement. The remaining balance of the $23 million in shares of Common Stockissued pursuant to the Equity Purchase Agreement may be registered under a separate registration statement to be filed in the future.See the sections of this prospectus entitled “Prospectus Summary-The Offering” and “The ELOC Transaction” for more detailregarding the sale of shares under the Equity Purchase Agreement. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Stockholdersmay offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailingmarket prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Common Stock,except with respect to amounts received by us upon the exercise of the pre-funded warrants. We will bear all costs, expenses, and feesin connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. TheSelling Stockholders will bear all commissions and discounts, if any, attributable to their sale of sh