Cycurion Inc美股招股说明书(2026-01-02版)

1,657,460 Shares of Common Stock Underlying a Pre-Funded Warrant3,314,920 Shares of Common Stock Underlying a Warrant This prospectus relates to the offer and sale from time to time of up to of 4,972,380 shares of common stock, par value $0.0001 pershare (“Common Stock”) of Cycurion, Inc., a Delaware corporation (the “Company” or “Cycurion”) by the selling securityholdernamed in this prospectus (the “Selling Stockholder”), consisting of: (i) 1,657,460 shares of Common Stock issuable upon exercise ofpre-funded warrants with the Selling Stockholder (the “Pre-Funded Warrants”); and (ii) 3,314,920 shares of Common Stock issuableupon exercise of warrants with the Selling Stockholder (the “Warrants”), which Pre-Funded Warrants and Warrants were issued in aprivate placement transaction that closed on December 5, 2025 (the “Private Placement”). The Warrants will be exercisableimmediately following receipt of stockholder approval (“Stockholder Approval”). The shares of Common Stock issuable upon exerciseof the Warrants are referred to as the “Warrant Shares” and the shares of Common Stock issuable upon exercise of the Pre-FundedWarrants are referred to as the “Pre-Funded Warrant Shares.” We are filing the registration statement on Form S-1, of which this prospectus forms a part, with the U.S. Securities and ExchangeCommission (the “SEC”) to fulfill our contractual obligations with the Selling Stockholder to provide for the resale by the SellingStockholder of the shares of Common Stock offered hereby. See the section entitled “Selling Stockholder” beginning on page 53 ofthis prospectus for more information about the Selling Stockholder. The registration of the shares of Common Stock to which thisprospectus relates does not require the Selling Stockholder to sell any of their shares of our Common Stock. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Stockholdermay 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 and Warrants. We will bear all costs,expenses, and fees in connection with the registration of these securities, including with regard to compliance with state securities or“blue sky” laws. The Selling Stockholder will bear all commissions and discounts, if any, attributable to their sale of shares of ourCommon Stock or the shares of our Common Stock underlying the Pre-Funded Warrants and Warrants. See the section entitled “Planof Distribution” beginning on page 71 of this prospectus for additional information. In connection with the Private Placement, we have agreed to bear all of the expenses in connection with the registration of the WarrantShares and the Pre-Funded Warrant Shares pursuant to this prospectus. The Selling Stockholder will pay or assume all commissions,discounts, fees of underwriters, agents, selling brokers or dealer managers and similar expenses, if any, attributable to their respectivesales of the shares of Common Stock. We effected a 1-for-30 reverse stock split on October 27, 2025 (the “Reverse Stock Split”), which shares of Common Stockbegan trading on a split-adjusted basis on October 27, 2025, pursuant to which every 30 shares of our issued and outstandingCommon Stock were reclassified as one share of Common Stock. No fractional shares will be issued in connection with theReverse Stock Split. Stockholders who would otherwise hold a fraction of a share of common stock of the Company willreceive a cash payment (without interest and subject to withholding taxes, as applicable) in lieu thereof at a price equal to thatfraction of a share to which the stockholder would otherwise be entitled, multiplied by the closing price of the Company’sshares on The Nasdaq Global Market on the trading day immediately preceding the effective date of the Reverse Stock Split.The Reverse Stock Split had no impact on the par value of our shares of Common Stock or the authorized number of shares ofour Common Stock. Unless otherwise indicated, all share and per share information in this prospectus is adjusted to reflect theReverse Stock Split. Our shares of Common Stock are listed on The Nasdaq Capital Market and warrants are listed on The Nasdaq Capital Market underthe symbols “CYCU” and “CYCUW”, respectively. On December 31, 2025, the closing sale price of our Common Stock was $2.76. We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply withcertain reduced public company reporting requirements for future SEC filings. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk