Basic Stats
| LEI | 5493003I8CYRIJL4WQ06 |
| CIK | 1868419 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Western Acquisition Ventures Corp.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| September 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement CYCURION, INC. (Name of Registrant a |
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| September 3, 2025 |
Cycurion to Present at the H.C. Wainwright 27th Annual Global Investment Conference Exhibit 99.1 Cycurion to Present at the H.C. Wainwright 27th Annual Global Investment Conference NEW YORK, Sept. 02, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a premier cybersecurity and IT solutions provider announces that its Chief Executive Officer, Kevin Kelly, and Chief Financial Officer, Alvin McCoy, will present a corporate overview at the H.C. Wai |
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| September 3, 2025 |
STOCK-FOR-STOCK EXCHANGE AGREEMENT Exhibit 10.1 STOCK-FOR-STOCK EXCHANGE AGREEMENT This Stock-for-Stock Exchange Agreement (the “Agreement”) is entered into as of September, 02 2025 (the “Effective Date”), by and between: IQSTEL Inc., a corporation organized under the laws of the State of Nevada with its principal office at 300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 (“IQSTEL”), and Cycurion, Inc., a corporation organized u |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2025 CYCURION, INC. |
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| September 3, 2025 |
Exhibit 99.2 IQSTEL and Cycurion Execute $1 Million Stock Exchange, Announce Dividend Distribution and Strategic AI Cybersecurity Alliance 50% of the received shares to be distributed to respective shareholders creating strategic investor cross-ownership. NEW YORK, Sept. 03, 2025 (GLOBE NEWSWIRE) — IQSTEL Inc. (NASDAQ: IQST) (“IQSTEL”) and Cycurion Inc. (NASDAQ: CYCU) (“Cycurion”) today announced |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CYCURION, INC. (Name of Registrant a |
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| August 28, 2025 |
SECOND AMENDED AND RESTATED BY-LAWS CYCURION, INC. Exhibit 3.1 SECOND AMENDED AND RESTATED BY-LAWS OF CYCURION, INC. These Second Amended and Restated Bylaws of Cycurion, Inc., Inc. a Delaware corporation (the “Corporation”), are effective as of August 28, 2025, and hereby amend the restated bylaws of the Corporation in its entirety: ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of the Corporation will be fixed in the cer |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 28, 2025 CYCURION, INC. |
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| August 25, 2025 |
Exhibit 10.1 |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2025 CYCURION, INC. |
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| August 25, 2025 |
Exhibit 10.7 |
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| August 25, 2025 |
Exhibit 10.6 |
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| August 25, 2025 |
Exhibit 10.3 |
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| August 25, 2025 |
Exhibit 10.10 |
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| August 25, 2025 |
Exhibit 10.14 |
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| August 25, 2025 |
Exhibit 10.12 |
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| August 25, 2025 |
Exhibit 10.5 |
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| August 25, 2025 |
Exhibit 10.2 |
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| August 25, 2025 |
Exhibit 10.8 |
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| August 25, 2025 |
Exhibit 10.4 |
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| August 25, 2025 |
Exhibit 10.13 |
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| August 25, 2025 |
Exhibit 10.11 |
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| August 25, 2025 |
Exhibit 10.9 |
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| August 22, 2025 |
Cycurion, Inc. Highlights $69 Million Contracted Backlog Exhibit 99.1 Cycurion, Inc. Highlights $69 Million Contracted Backlog Contracted backlog in addition to robust sales pipeline underpins positive 2026 outlook MCLEAN, Va., Aug. 20, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a premier cybersecurity and IT solutions provider provides additional context to its robust $69 million backlog following a shareholder |
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| August 22, 2025 |
Cycurion Inc. Regains Compliance with Nasdaq Listing Requirements Exhibit 99.2 Cycurion Inc. Regains Compliance with Nasdaq Listing Requirements MCLEAN, Va., Aug. 21, 2025 — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”) today announced that the Company has received formal notification on August 19, 2025 from the Nasdaq Stock Market (“Nasdaq”) determining that the Company complies with Nasdaq Listing Rule 5450(b)(1)(A), which requires a minimum of $ |
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| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 19, 2025 CYCURION, INC. |
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| August 15, 2025 |
Exhibit 3.1 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporation”). 2. The |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2025 CYCURION, INC. |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 11, 2025 CYCURION, INC. |
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| August 15, 2025 |
Cycurion, Inc. Reports Financial Results for the Second Quarter of 2025 Exhibit 99.2 Cycurion, Inc. Reports Financial Results for the Second Quarter of 2025 MCLEAN, Va., Aug. 14, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a premier cybersecurity and IT solutions provider, today announced its financial results for the second quarter and first half of 2025. Amid headwinds from Department of Government Efficiency (DOGE) budget re |
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| August 15, 2025 |
Exhibit 99.1 Cycurion, Inc. to Announce Q2 2025 Financial Results on August 14, 2025, Celebrating Key Strategic Achievements MCLEAN, Va., Aug. 13, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leading provider of cybersecurity and IT solutions, today announced that it plans to file its Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025 |
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| August 15, 2025 |
Cycurion, Inc. Offers Insight on Second Quarter 2025 Results and Recent Business Activities Exhibit 99.3 Cycurion, Inc. Offers Insight on Second Quarter 2025 Results and Recent Business Activities Company to host a conference call on August 19, 2025 to discuss in more detail MCLEAN, Va., Aug. 15, 2025 (GLOBE NEWSWIRE) - Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a premier cybersecurity and IT solutions provider, following the release of its second-quarter financial resu |
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| August 13, 2025 |
UNITED STATES SECURITIES AND COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41214 Cycurion, Inc. (Exact name of re |
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| August 12, 2025 |
Series E Convertible Preferred Stock Certificate of Designation Exhibit 3.1 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporation”). 2. The |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2025 CYCURION, INC. |
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| August 12, 2025 |
Series F Convertible Preferred Stock Certificate of Designation Exhibit 3.2 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES F CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporation”). 2. The |
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| August 8, 2025 |
Exhibit 99.1 IQST - IQSTEL and Cycurion (CYCU) Sign MOU for Equity Exchange and Alliance to Build a Next-Gen AI-Driven Powerhouse with Half of the Stock to be Distributed as a Dividend to Shareholders Both Companies combined have Invested Millions of Dollars over the last 5 years into Proprietary AI assets and technologies. NEW YORK, Aug. 7, 2025 - IQSTEL Inc. (NASDAQ: IQST) (“IQSTEL”) and Cycurio |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 7, 2025 CYCURION, INC. |
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| July 24, 2025 |
Exhibit 99.1 Cycurion Shines as Diamond Affiliate Partner at NACCHO Annual Conference, Showcasing High-Margin Cyber Shield Solution to Address Public Health Cybersecurity Challenges MCLEAN, Va., July 23, 2025 (GLOBE NEWSWIRE) — Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion”), a leader in innovative, high-margin cybersecurity solutions, attended the National Association of County and City Health Officia |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2025 CYCURION, INC. |
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| July 16, 2025 |
Exhibit 99.1 Cycurion (NASDAQ: CYCU) Launches “Cycurion Crypto” Subsidiary with $10 Million Treasury Allocation to Acquire Ethereum and Bitcoin MCLEAN, Va., July 15, 2025 — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion”), a leading cybersecurity and digital infrastructure company, today announced the formation of a wholly owned subsidiary, Cycurion Crypto, as part of its strategic initiative to positio |
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| July 16, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 15, 2025 CYCURION, INC. |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2025 CYCURION, INC. |
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| July 11, 2025 |
Exhibit 99.1 Cycurion, Inc. Announces Diamond Level Partnership with the National Association of County and City Health Officials (NACCHO) to Strengthen Cybersecurity for Local Health Departments Cycurion unveils Cyber Shield Sales Presence at the NACCHO360 conference in Anaheim, California MCLEAN, Va., July 10, 2025 — Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader i |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 2, 2025 CYCURION, INC. |
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| July 8, 2025 |
Exhibit 99.1 Cycurion Announces a Strategic Partnership with AgileBlue to Deliver Advanced AI-Powered Cybersecurity Operations Across North America MCLEAN, Va., July 02, 2025 — Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a leading provider of cybersecurity services to public and private sectors, today announced a strategic partnership with AgileBlue, an AI-powered Security Operati |
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| June 25, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 25, 2025 CYCURION, INC. |
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| June 25, 2025 |
Exhibit 99.1 Cycurion, Inc. Secures Over $8 Million in New Contracts, Strengthening Cybersecurity Leadership Contract awards build upon Cycurion’s other recent sales wins that have led to record backlog and positioned the company for a strong second half to 2025 McLean, VA – June 25, 2025 – Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions |
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| June 18, 2025 |
Exhibit 99.1 IQSTEL and Cycurion (CYCU) Unveil Plans for AI-Powered Next-Generation Cybersecurity Platform, Targeting the Global Telecom Industry NEW YORK, June 18, 2025 (GLOBE NEWSWIRE) — Cycurion Inc. (NASDAQ: CYCU) , a trusted leader in IT cybersecurity solutions and AI, and IQSTEL Inc. (NASDAQ: IQST) , a leading provider of high-tech telecommunications and technology solutions, are pleased to |
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| June 18, 2025 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 18, 2025 CYCURION, INC. |
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| June 12, 2025 |
Exhibit 107 Calculation of Fee Filing Tables Form S-8 Cycurion Inc. Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Max Offering Price Per Share Proposed Max Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.0001 per share Other (1) 10,000,000(2) (2) $ 0.3980( |
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| June 12, 2025 |
Second Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.4 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN ACQUISITION VENTURES CORP. February 14, 2025 Western Acquisition Ventures Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Western Acquisition Ventures Corp.”. The original certificate of incorpora |
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| June 12, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 12, 2025 CYCURION, INC. |
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| June 12, 2025 |
Exhibit 99.1 Cycurion, Inc. Partners with the Independent Colleges and Universities of Florida (ICUF) as a Preferred Vendor Cycurion may now provide cybersecurity services and products to the 30 ICUF member institutions McLean, VA – June 12, 2025 – Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions and AI, announces they have partnered with |
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| June 12, 2025 |
As filed with the Securities and Exchange Commission on June 11, 2025 As filed with the Securities and Exchange Commission on June 11, 2025 Registration No. |
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| June 6, 2025 |
Cycurion Announces Continued Listing and Trading of its Common Stock and Warrants on NASDAQ Exhibit 99.2 Cycurion Announces Continued Listing and Trading of its Common Stock and Warrants on NASDAQ MCLEAN, Va., June 06, 2025 — Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions and AI, announces continued listing and trading of its shares of common stock and warrants on NASDAQ. On June 5, 2025, the SEC filed a Form 25 notification of |
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| June 6, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 6, 2025 CYCURION, INC. |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41214 Cycurion, Inc. (Exac |
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| June 6, 2025 |
Cycurion Reports Financial Results for the First Quarter 2025 Exhibit 99.1 Cycurion Reports Financial Results for the First Quarter 2025 MCLEAN, Va., June 06, 2025 — Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions and AI, reports financial results for the first quarter ended March 31, 2025, and provides a corporate update. Financial Highlights ● Revenues of $3.9 million. ● Gross Profit of $677,673, |
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| May 29, 2025 |
Exhibit 99.1 Cycurion, Inc. received expected notification of deficiency from Nasdaq related to delayed filing of quarterly report on Form 10-Q McLean, VA – May 29, 2025 – Cycurion, Inc. (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions and AI, today announced that it received an expected deficiency notification letter from the Listing Qualifications Staf |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 22, 2025 CYCURION, INC. |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Period |
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| May 14, 2025 |
CYCURION, INC. 1640 Boro Place, Fourth Floor McLean, VA 22102 CYCURION, INC. 1640 Boro Place, Fourth Floor McLean, VA 22102 May 14, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Cycurion, Inc. Registration Statement on Form S-1, as amended Initially Filed May 7, 2025 File No. 333- 287052 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGA |
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| May 14, 2025 |
CYCURION, INC. 1640 Boro Place, Fourth Floor McLean, VA 22102 CYCURION, INC. 1640 Boro Place, Fourth Floor McLean, VA 22102 May 14, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Cycurion, Inc. Registration Statement on Form S-1, as amended Initially Filed May 7, 2025 File No. 333-287052 Ladies and Gentlemen: Cycurion, Inc. (the “Company”) hereby requests that the effectiven |
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| May 14, 2025 |
PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-287052 CYCURION, INC. Up to $15,000,000 in Shares of Common Stock Up to 4,500,000 Shares of Common Stock Underlying a Pre-Funded Warrant This prospectus relates to the offer and sale from time to time by the Yield Point NY LLC (the “Investor” or the “Selling Stockholder”) or its permitted assigns of (i) up to an aggregate of up to $1 |
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| May 13, 2025 |
As filed with the Securities and Exchange Commission on May 13, 2025 As filed with the Securities and Exchange Commission on May 13, 2025 File No. 333-287052 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO THE FORM S-1 S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCURION, INC. Delaware 7371 86-3720717 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classificatio |
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| May 13, 2025 |
CYCURION, INC. 1640 Boro Place, Fourth Floor McLean, VA 22102 CYCURION, INC. 1640 Boro Place, Fourth Floor McLean, VA 22102 May 13, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Cycurion, Inc. Registration Statement on Form S-1, as amended Initially Filed May 7, 2025 File No. 333-287052 Ladies and Gentlemen: Cycurion, Inc. (the “Company”) hereby requests that the effectiven |
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| May 7, 2025 |
Exhibit 107 Calculation of Fee Filing Tables Form S-1 (Form Type) Cycurion, Inc. (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Equity Common stock, par value $0.0001 |
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| May 7, 2025 |
As filed with the Securities and Exchange Commission on May 7, 2025 As filed with the Securities and Exchange Commission on May 7, 2025 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCURION, INC. Delaware 7371 86-3720717 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Iden |
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| May 7, 2025 |
Exhibit 10.13d Extension of RCR LOI The Term Sheet effective as of April 25, 2023, and extended as of November 29, 2023, April 29, 2024, August 16, 2024 and December 31, 2024, is between Cycurion Inc, a Delaware corporation (the “Buyer”) with principal offices located at 1640 Boro Place, Fourth Floor, McLean, Virginia 22102, and RCR Technology Corporation, an Indiana corporation (the “Seller”) wit |
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| April 29, 2025 |
Exhibit 99.1 Cycurion, Inc. Announces $6 Million Contract Award by Major Municipal Transportation Agency Award demonstrates Cycurion’s growth in public, transportation sector through comprehensive IT and cybersecurity services offering McLean, VA – April 29, 2025 – Cycurion (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions and AI, announces it has been aw |
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| April 29, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2025 CYCURION, INC. |
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| April 17, 2025 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97.1 CYCURION, INC. POLICY REGARDING THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION I. Introduction The Board of Cycurion, Inc., a Delaware corporation (the “Company”), is dedicated to maintaining and enhancing a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. In accordance with the applicable rules of Th |
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| April 17, 2025 |
List of Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of the Company Name of Subsidiary State/Country of Incorporation/Organization Percentage of Voting Securities Owned 1. Cycurion Sub, Inc. Delaware 100% 2. Axxum Technologies LLC Virginia 100% 3. Cloudburst Security LLC Virginia 100% 4. Cycurion Innovation, Inc. Delaware 100% |
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| April 17, 2025 |
Exhibit 10.12e |
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| April 17, 2025 |
Exhibit 4.6 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT The following is a description of our securities of as set forth in certain provisions of our Second Amended and Restated Certificate of Incorporation (the “Charter”) and our Amended and Restated Bylaws (the “Bylaws”), and applicable forms of warrant, each previously filed with the SEC and incorporated |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 001-41214 CYCURION, INC. (Exact name of registrant as specified in its ch |
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| April 15, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 9, 2025 CYCURION, INC. |
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| April 11, 2025 |
Exhibit 10.23 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 7, 2025 (the “Execution Date”), by and between Cycurion, Inc., a corporation incorporated in the State of Delaware (the “Company”), and Yield Point NY LLC, a New York limited liability company (the “Investor”). RECITALS WHEREAS, the parties desire that, upon the terms and subject t |
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| April 11, 2025 |
Exhibit 10.25 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 7, 2025 (the “Execution Date”), is entered into by and between Cycurion, Inc., a corporation incorporated in the State of Delaware (the “Company”), and Yield Point NY LLC, a New York liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein an |
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| April 11, 2025 |
Entry into a Material Definitive Agreement, 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 7, 2025 CYCURION, INC. |
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| April 11, 2025 |
Exhibit 10.24 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| April 9, 2025 |
Exhibit 99.1 Cycurion, Inc. Expands Partnership with Journal Technologies, Secures $22 Million Contract with State Police Agency Falls Church, VA – April 08, 2025 – Cycurion, Inc. (NASDAQ: CYCU), a trailblazer in advanced cybersecurity and information technology solutions, today announces an expanded partnership with Journal Technologies, a leading provider of case management and operational solut |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 8, 2025 CYCURION, INC. |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Per |
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| March 6, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 6, 2025 CYCURION, INC. |
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| March 6, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cycurion (Nasdaq: CYCU) Partners with CentralSquare Technologies to Provide Public Safety IT Services Across the Country Falls Church, VA – March 6, 2025 – Cycurion, Inc. (Nasdaq: CYCU), a trusted leader in IT cybersecurity solutions and AI, announces a nationwide expansion of its strategic partnership with CentralSquare Technologies, LLC to deliver its IT servic |
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| March 5, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2025 CYCURION, INC. |
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| March 5, 2025 |
Cycurion (Nasdaq: CYCU) Awarded Three Multi-Year Contracts Highlighting Growth and Innovation Exhibit 99.1 Cycurion (Nasdaq: CYCU) Awarded Three Multi-Year Contracts Highlighting Growth and Innovation McLean, VA – March 05, 2025 – Cycurion (Nasdaq: CYCU) (“Cycurion” or the “Company”), a trusted leader in IT cybersecurity solutions and AI, announces the award of three new multi-year contracts focused on program management, cybersecurity, and disaster recovery/business continuity. These enga |
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| March 4, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 3, 2025 CYCURION, INC. |
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| March 4, 2025 |
Cycurion Announces U.S. Launch of its AI Driven SaaS ARx Platform Targeted to the Corporate Sector Exhibit 99.1 FOR IMMEDIATE RELEASE Cycurion Announces U.S. Launch of its AI Driven SaaS ARx Platform Targeted to the Corporate Sector New high margin, AI-driven cybersecurity solution expands Company’s reach following strong initial reception in the government and public sectors McLean, VA – March 3, 2025 – Cycurion (NASDAQ: CYCU), a pioneer in advanced cybersecurity solutions, today announces the |
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| February 24, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cycurion (NASDAQ: CYCU) Expands Cybersecurity Partnership with Leading National Public Health Association McClean, VA – February 24, 2025 (GLOBE NEWSWIRE) – Cycurion, Inc. (NASDAQ: CYCU), a leader in advanced cybersecurity solutions, has announced an expansion of its partnership with a major national public health association, bringing its Managed Security Servic |
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| February 24, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 24, 2025 CYCURION, INC. |
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| February 20, 2025 |
Exhibit 99.1 MCLEAN, Va., Feb. 18, 2025 (GLOBE NEWSWIRE) — Cycurion (NASDAQ:CYCU), a leading cybersecurity firm, issues a shareholder update from Kevin Kelly Chairman and CEO, after IPO. Date: February 17, 2025 RE: Cycurion (CYCU) announces Initial Public Offering Dear Investors and Stockholders, I am honored to address you as Chairman and CEO or Cycurion at this pivotal moment in our company’s jo |
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| February 20, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 18, 2025 CYCURION, INC. |
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| February 20, 2025 |
Exhibit 99.2 Cycurion (NASDAQ: CYCU) and iQSTEL Form Exclusive Cybersecurity Partnership to Expand into High-Tech, High-Margin Markets MCLEAN, VA, Feb. 19, 2025 (GLOBE NEWSWIRE) – Cycurion, Inc. (NASDAQ: CYCU), a publicly traded leader in next-generation cybersecurity solutions, is excited to announce an exclusive partnership with iQSTEL Inc. (OTCQX: IQST), a multinational innovator in telecommuni |
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| February 14, 2025 |
Certificate of Designation of Series B Convertible Preferred Stock of the Company. Exhibit 3.8 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporati |
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| February 14, 2025 |
Form of Contribution and Exchange Agreement among the Registrant and the parties signatory thereto. Exhibit 10.17 INDIVIDUAL CONTRIBUTION AND EXCHANGE AGREEMENT This INDIVIDUAL CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of February 5, 2025, by and among Western Acquisition Ventures Corp., a Delaware corporation (“Old Western”), and the undersigned stakeholder of Cycurion, Inc., a Delaware corporation (“Old Cycurion”), who is a signatory hereto (the “Stakeholder”. Old Weste |
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| February 14, 2025 |
Employment Agreement by and between the Registrant and Alvin McCoy III, dated January 1, 2025. Exhibit 10.16 EMPLOYMENT AGREEMENT THIS AGREEMENT, with an effective date (“Effective Date”) of January 1, 2025 (the “Agreement”), is by and between Cycurion, Inc. (the “Company”), and Alvin McCoy III (the “Executive”). The Company and Executive are referred to each individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Company desires to employ the Executive on the ter |
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| February 14, 2025 |
Exhibit 10.2a AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of February 13, 2025, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New |
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| February 14, 2025 |
Exhibit 3.4 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN ACQUISITION VENTURES CORP. February 14, 2025 Western Acquisition Ventures Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Western Acquisition Ventures Corp.”. The original certificate of incorpora |
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| February 14, 2025 |
Exhibit 10.2a AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of February 13, 2025, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New |
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| February 14, 2025 |
Certificate of Designation of Series C Convertible Preferred Stock of the Company. Exhibit 3.9 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporation”). 2. The |
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| February 14, 2025 |
Employment Agreement by and between the Registrant and L. Kevin Kelly, dated December 1, 2024. Exhibit 10.15 EMPLOYMENT AGREEMENT THIS AGREEMENT, with an effective date (“Effective Date”) of December 1, 2024 (the “Agreement”), is by and between Cycurion, Inc. (the “Company”), and L. Kevin Kelly (the “Executive”). The Company and Executive are referred to each individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Company desires to employ the Executive on the ter |
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| February 14, 2025 |
Certificate of Designation of Series D Convertible Preferred Stock of the Company. Exhibit 3.10 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporation”). 2. Th |
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| February 14, 2025 |
Exhibit 10.15 EMPLOYMENT AGREEMENT THIS AGREEMENT, with an effective date (“Effective Date”) of December 1, 2024 (the “Agreement”), is by and between Cycurion, Inc. (the “Company”), and L. Kevin Kelly (the “Executive”). The Company and Executive are referred to each individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Company desires to employ the Executive on the ter |
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| February 14, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2025 CYCURION, INC. |
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| February 14, 2025 |
Exhibit 10.4 INDEMNIFICATION AGREEMENT CYCURION, INC. THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2025, by and between Cycurion, Inc., a Delaware corporation (the “Company”), and the undersigned person executing this Agreement identified on the signature page hereto (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicl |
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| February 14, 2025 |
Exhibit 3.7 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporati |
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| February 14, 2025 |
COMPENSATION COMMITTEE CHARTER CYCURION, INC. Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF CYCURION, INC. I. PURPOSE OF THE COMMITTEE The Compensation Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Cycurion, Inc. (the “Company”). The purpose of the Committee shall be: (i) Overseeing the Company’s compensation and employee benefit plans and practices, including its executive compensation plans and its i |
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| February 14, 2025 |
AUDIT COMMITTEE CHARTER CYCURION, INC. Exhibit 99.1 AUDIT COMMITTEE CHARTER OF CYCURION, INC. I. PURPOSE OF THE COMMITTEE The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Cycurion, Inc. (the “Company”). The purpose of the Committee shall be: (i) Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting p |
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| February 14, 2025 |
Exhibit 3.9 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporation”). 2. The |
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| February 14, 2025 |
NOMINATING COMMITTEE CHARTER CYCURION, INC. Exhibit 99.3 NOMINATING COMMITTEE CHARTER OF CYCURION, INC. I. PURPOSE OF THE COMMITTEE The Nominating and Corporate Governance Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Cycurion, Inc. (the “Company”). The purpose of the Committee shall be: (i) Identifying and screening individuals qualified to serve as directors and recommending to the Board candidates |
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| February 14, 2025 |
Exhibit 2.3 SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of February 13, 2025 by and among WESTERN ACQUISITION VENTURES CORP., WAV MERGER SUB, INC., and CYCURION, INC. and Emmit McHenry, solely in his capacity as the Stockholder Representative ARTICLE I CERTAIN DEFINITIONS 1 1.1 DEFINITIONS 1 1.2 CONSTRUCTION 14 1.3 KNOWLEDGE 15 ARTICLE II THE MERGER; CLOSING 15 2.1 THE MERGER |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CYCURION, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-3720717 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1640 Boro Place, Fourth Flo |
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| February 14, 2025 |
Exhibit 3.11 STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATIONS Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: 1. The name of the surviving Delaware corporation is CYCURION SUB, INC., and the name of the corporation being merged into this surviving corporation is WAV MER |
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| February 14, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2025 CYCURION, INC. |
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| February 14, 2025 |
Exhibit 10.22 Cycurion, Inc. Code of Ethics and Business Conduct (February 2025) 1. Introduction. 1.1. The Board of Directors (the “Board”) of Cycurion, Inc., a Delaware corporation (the “Company”), has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) pr |
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| February 14, 2025 |
Exhibit 10.16 EMPLOYMENT AGREEMENT THIS AGREEMENT, with an effective date (“Effective Date”) of January 1, 2025 (the “Agreement”), is by and between Cycurion, Inc. (the “Company”), and Alvin McCoy III (the “Executive”). The Company and Executive are referred to each individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Company desires to employ the Executive on the ter |
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| February 14, 2025 |
Exhibit 10.4 INDEMNIFICATION AGREEMENT CYCURION, INC. THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2025, by and between Cycurion, Inc., a Delaware corporation (the “Company”), and the undersigned person executing this Agreement identified on the signature page hereto (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicl |
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| February 14, 2025 |
COMPENSATION COMMITTEE CHARTER CYCURION, INC. Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF CYCURION, INC. I. PURPOSE OF THE COMMITTEE The Compensation Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Cycurion, Inc. (the “Company”). The purpose of the Committee shall be: (i) Overseeing the Company’s compensation and employee benefit plans and practices, including its executive compensation plans and its i |
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| February 14, 2025 |
Exhibit 10.17 INDIVIDUAL CONTRIBUTION AND EXCHANGE AGREEMENT This INDIVIDUAL CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of February 5, 2025, by and among Western Acquisition Ventures Corp., a Delaware corporation (“Old Western”), and the undersigned stakeholder of Cycurion, Inc., a Delaware corporation (“Old Cycurion”), who is a signatory hereto (the “Stakeholder”. Old Weste |
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| February 14, 2025 |
Exhibit 19.1 CYCURION, INC. INSIDER TRADING POLICY I. Purpose Anyone who has knowledge of material nonpublic information may be considered an “Insider” for purposes of the federal securities laws prohibiting insider trading. As a result, it is a violation of the policy of Cycurion, Inc. (the “Company”) and the federal securities laws for any officer, director, or employee of the Company to (a) tra |
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| February 14, 2025 |
NOMINATING COMMITTEE CHARTER CYCURION, INC. Exhibit 99.3 NOMINATING COMMITTEE CHARTER OF CYCURION, INC. I. PURPOSE OF THE COMMITTEE The Nominating and Corporate Governance Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Cycurion, Inc. (the “Company”). The purpose of the Committee shall be: (i) Identifying and screening individuals qualified to serve as directors and recommending to the Board candidates |
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| February 14, 2025 |
Exhibit 10.23 CYCURION, INC. Corporate Governance Guidelines Introduction These Corporate Governance Guidelines (the “Guidelines”) are designed to assist the Board of Directors (the “Board”) of CYCURION, INC. (the “Company”) in the exercise of its responsibilities, promote the effective functioning of the Board and its committees and to ensure that the Company operates in a manner that is consiste |
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| February 14, 2025 |
Exhibit 3.10 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporation”). 2. Th |
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| February 14, 2025 |
Exhibit 3.8 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporati |
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| February 14, 2025 |
Amended and Restated Bylaws of the Registrant. Exhibit 3.6 AMENDED AND RESTATED BY-LAWS OF CYCURION, INC. These Amended and Restated Bylaws of Cycurion, Inc., Inc. a Delaware corporation (the “Corporation”), are effective as of February 14, 2025, and hereby amend the restated bylaws of the Corporation in its entirety: ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of the Corporation will be fixed in the certificate of |
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| February 14, 2025 |
Exhibit 3.11 STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATIONS Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: 1. The name of the surviving Delaware corporation is CYCURION SUB, INC., and the name of the corporation being merged into this surviving corporation is WAV MER |
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| February 14, 2025 |
Exhibit 19.1 CYCURION, INC. INSIDER TRADING POLICY I. Purpose Anyone who has knowledge of material nonpublic information may be considered an “Insider” for purposes of the federal securities laws prohibiting insider trading. As a result, it is a violation of the policy of Cycurion, Inc. (the “Company”) and the federal securities laws for any officer, director, or employee of the Company to (a) tra |
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| February 14, 2025 |
AUDIT COMMITTEE CHARTER CYCURION, INC. Exhibit 99.1 AUDIT COMMITTEE CHARTER OF CYCURION, INC. I. PURPOSE OF THE COMMITTEE The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Cycurion, Inc. (the “Company”). The purpose of the Committee shall be: (i) Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting p |
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| February 14, 2025 |
Exhibit 3.6 AMENDED AND RESTATED BY-LAWS OF CYCURION, INC. These Amended and Restated Bylaws of Cycurion, Inc., Inc. a Delaware corporation (the “Corporation”), are effective as of February 14, 2025, and hereby amend the restated bylaws of the Corporation in its entirety: ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of the Corporation will be fixed in the certificate of |
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| February 14, 2025 |
Exhibit 2.3 SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of February 13, 2025 by and among WESTERN ACQUISITION VENTURES CORP., WAV MERGER SUB, INC., and CYCURION, INC. and Emmit McHenry, solely in his capacity as the Stockholder Representative ARTICLE I CERTAIN DEFINITIONS 1 1.1 DEFINITIONS 1 1.2 CONSTRUCTION 14 1.3 KNOWLEDGE 15 ARTICLE II THE MERGER; CLOSING 15 2.1 THE MERGER |
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| February 14, 2025 |
Certificate of Designation of Series A Convertible Preferred Stock of the Company. Exhibit 3.7 CYCURION, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS, AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, L. Kevin Kelly and Alvin McCoy, III, do hereby certify that: 1. They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “Corporati |
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| February 14, 2025 |
Exhibit 10.23 CYCURION, INC. Corporate Governance Guidelines Introduction These Corporate Governance Guidelines (the “Guidelines”) are designed to assist the Board of Directors (the “Board”) of CYCURION, INC. (the “Company”) in the exercise of its responsibilities, promote the effective functioning of the Board and its committees and to ensure that the Company operates in a manner that is consiste |
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| February 14, 2025 |
Second Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.4 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN ACQUISITION VENTURES CORP. February 14, 2025 Western Acquisition Ventures Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Western Acquisition Ventures Corp.”. The original certificate of incorpora |
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| February 14, 2025 |
Exhibit 10.22 Cycurion, Inc. Code of Ethics and Business Conduct (February 2025) 1. Introduction. 1.1. The Board of Directors (the “Board”) of Cycurion, Inc., a Delaware corporation (the “Company”), has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) pr |
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| January 30, 2025 |
Sponsor Promissory Note, dated January 24, 2025 Exhibit 10.1 $555,555.56 January 24, 2025 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, Western Ventures Acquisition Corp., a Delaware corporation (the “Borrower”), hereby promises to pay Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Lender”), on the Termination Date (as defined below) the unpaid principa |
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| January 30, 2025 |
Cycurion Promissory Note, dated January 24, 2025 Exhibit 10.2 $327,777.78 January 24, 2025 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, Cycurion, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay Western Ventures Acquisition Corp., a Delaware corporation (the “Lender”), on the Termination Date (as defined below) the unpaid principal amount of the loan (the “Loan”) made b |
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| January 30, 2025 |
Sponsor Promissory Note, dated January 24, 2025 Exhibit 10.1 $555,555.56 January 24, 2025 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, Western Ventures Acquisition Corp., a Delaware corporation (the “Borrower”), hereby promises to pay Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Lender”), on the Termination Date (as defined below) the unpaid principa |
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| January 30, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 24, 2025 WESTERN ACQUISITION VENTURES CORP. |
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| January 30, 2025 |
Exhibit 10.2 $327,777.78 January 24, 2025 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, Cycurion, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay Western Ventures Acquisition Corp., a Delaware corporation (the “Lender”), on the Termination Date (as defined below) the unpaid principal amount of the loan (the “Loan”) made b |
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| January 30, 2025 |
Entry into a Material Definitive Agreement United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 24, 2025 WESTERN ACQUISITION VENTURES CORP. |
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| January 24, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 24, 2025 WESTERN ACQUISITION VENTURES CORP. |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 24, 2025 WESTERN ACQUISITION VENTURES CORP. |
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| January 23, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 January 16, 2025 Date of Report (Date of earliest event reported) WESTERN ACQUISITION VENTURES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41214 86-3720717 (State or other jurisdiction of incorporation) |
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| January 16, 2025 |
Exhibit 99.1 0 - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 1.1 14475 WESTERN ACQUISITION VENTURES CORP. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 24, 2025 The undersigned, revoking any previous proxies relating to these shares, hereby acknowl-edges receipt of th |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 15, 2025 WESTERN ACQUISITION VENTURES CORP. |
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| January 10, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-269724 PROXY STATEMENT FOR SPECIAL MEETING OF WESTERN ACQUISITION VENTURES CORP. AND PROSPECTUS FOR SHARES OF COMMON STOCK OF WESTERN ACQUISITION VENTURES CORP. WESTERN ACQUISITION VENTURES CORP. 42 Broadway, 12th Floor New York, NY 10004 To the Stockholders of Western Acquisition Ventures Corp.: As we previously announced, |
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| January 8, 2025 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 6, 2025 WESTERN ACQUISITION VENTURES CORP. |
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| January 8, 2025 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN ACQUISITION VENTURES CORP. January 8, 2025 Western Acquisition Ventures Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Western Acquisition Ventures Corp.” The original certificate of in |
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| January 8, 2025 |
Sponsor Promissory Note, dated January 6, 2025 Exhibit 10.1 $111,111.11 January 6, 2025 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, Western Ventures Acquisition Corp., a Delaware corporation (the “Borrower”), hereby promises to pay Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Lender”), on the Termination Date (as defined below) the unpaid principal |
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| January 8, 2025 |
Sponsor Promissory Note, dated January 6, 2025 Exhibit 10.1 $44,444.44 January 6, 2025 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay A.G.P./Alliance Global Partners (the “Lender”), on the Termination Date (as defined below) the unpaid principal amount of the loan (the “Loa |
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| January 8, 2025 |
As filed with the U.S. Securities and Exchange Commission on January 8, 2025 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 8, 2025 Registration No. 333-269724 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 (Pre-Effective Amendment No. 7) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTERN ACQUISITION VENTURES CORP. (Exact name of registrant as specified in its charter) Delaware (State or |
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| January 8, 2025 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 6, 2025 WESTERN ACQUISITION VENTURES CORP. |
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| January 8, 2025 |
Exhibit 10.2 $55,555.56 January 6, 2025 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, Cycurion, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay Western Ventures Acquisition Corp., a Delaware corporation (the “Lender”), on the Termination Date (as defined below) the unpaid principal amount of the loan (the “Loan”) made by |
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| January 8, 2025 |
Cycurion Promissory Note, dated January 6, 2025 Exhibit 10.2 $55,555.56 January 6, 2025 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, Cycurion, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay Western Ventures Acquisition Corp., a Delaware corporation (the “Lender”), on the Termination Date (as defined below) the unpaid principal amount of the loan (the “Loan”) made by |
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| January 8, 2025 |
Exhibit 10.35 Amendment No. 6 to Loan Agreement January 8, 2025 This agreement (this "Amendment") is between Western Acquisition Ventures Corp., a Delaware corporation (the “Borrower”), and Cycurion, Inc., a Delaware corporation (the “Holder”), and acts to amend the Term Note between Borrower and Holder (the “Loan Agreement”), dated July 2023. 1. Section 2.1 of the Loan Agreement is hereby amended |
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| January 8, 2025 |
Form of Amendment to the Investment Management Trust Agreement Exhibit 10.1 FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of [ ], 2025, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 8, 2025 WESTERN ACQUISITION VENTURES CORP. |
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| January 7, 2025 |
WESTERN ACQUISITION VENTURES CORP. 42 Broadway, 12th Floor New York, NY 10004 WESTERN ACQUISITION VENTURES CORP. 42 Broadway, 12th Floor New York, NY 10004 January 7, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Western Acquisition Ventures Corp. Registration Statement on Form S-4, as amended Initially Filed February 13, 2023 File No. 333-269724 Ladies and Gentlemen: In accordance with R |
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| December 31, 2024 |
Exhibit 2.1b AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of December 31, 2024, by and among Western Acquisition Ventures Corp., a Delaware corporation (“Western”), WAV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Cycurion, Inc., a Delaware corporation (the “Cycurion”), and Emmit Mc |
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| December 31, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 31, 2024 Table of Contents As filed with the U.S. Securities and Exchange Commission on December 31, 2024 Registration No. 333-269724 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 (Pre-Effective Amendment No. 6) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTERN ACQUISITION VENTURES CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86 |
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| December 31, 2024 |
Exhibit 10.21d Extension of LOI The Term Sheet effective as of April 25, 2023 and extended as of November 29, 2023, April 29, 2024 and August 16, 2024, is between Cycurion Inc, a Delaware corporation (the “Buyer”) with principal offices located at 1640 Boro Place, Fourth Floor, McLean, Virginia 22102, and SLG Innovation, Inc., an Illinois corporation (the “Company”) with principal offices located |
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| December 31, 2024 |
Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 December 31, 2024 Via EDGAR Morgan Youngwood, Senior Staff Accountant Stephen Krikorian, Accounting Branch Chief Jeff Kauten, Staff Attorney Jan Woo, Staff Attorney U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Re: Western Acquisition |
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| December 31, 2024 |
Exhibit 10.22c Extension of RCR LOI The Term Sheet effective as of April 25, 2023, and extended as of November 29, 2023 and April 29, 2024, is between Cycurion Inc, a Delaware corporation (the "Buyer") with principal offices located at 1640 Boro Place, Fourth Floor, McLean, Virginia 22102, and RCR Technology Corporation, an Indiana corporation (the "Seller") with principal offices located at 9450 |
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| December 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| December 31, 2024 |
Exhibit 2.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of December 31, 2024, by and among Western Acquisition Ventures Corp., a Delaware corporation (“Western”), WAV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Cycurion, Inc., a Delaware corporation (the “Cycurion”), and Emmit McH |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S |
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| December 10, 2024 |
Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 December 10, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Re: Western Acquisition Ventures Corp. Preliminary Proxy Statement on Schedule 14A Filed December 4, 2024 File No. 001-41214 Ladies and Gentlemen: Western Acquis |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41 |
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| December 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-42124 CUSIP NUMBER 95758L107 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tr |
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| November 1, 2024 |
Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 November 1, 2024 Via EDGAR Morgan Youngwood, Senior Staff Accountant Stephen Krikorian, Accounting Branch Chief Jeff Kauten, Staff Attorney Jan Woo, Staff Attorney U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Re: Western Acquisition V |
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| November 1, 2024 |
As filed with the U.S. Securities and Exchange Commission on October 31, 2024 Table of Contents As filed with the U.S. Securities and Exchange Commission on October 31, 2024 Registration No. 333-269724 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 (Pre-Effective Amendment No. 5) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTERN ACQUISITION VENTURES CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86- |
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| November 1, 2024 |
Exhibit 10.21c Extension of LOI The Term Sheet effective as of April 25, 2023 and extended as of November 29, 2023 and April 29, 2024, is between Cycurion Inc, a Delaware corporation, (the “Buyer”), with principal offices located at 1640 Boro Place, Fourth Floor, McLean, Virginia 22102 on the one hand, and SLG Innovation, Inc., an Illinois corporation (the “Company”) with principal offices located |
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| November 1, 2024 |
Exhibit 10.30 Amendment No. 5 to Loan Agreement October 9, 2024 This agreement (this "Amendment") is between Western Acquisition Ventures Corp., a Delaware corporation (the “Borrower”), and Cycurion, Inc., a Delaware corporation (the “Holder”), and acts to amend the Term Note between Borrower and Holder (the “Loan Agreement”), dated July 2023. 1. Section 2.1 of the Loan Agreement is hereby amended |
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| November 1, 2024 |
Exhibit 10.22b Extension of RCR LOI The Term Sheet effective as of April 25, 2023, and extended as of November 29, 2023 and April 29, 2024, is between Cycurion Inc, a Delaware corporation, (the “Buyer”), with principal offices located at 1749 Old Meadow Road, Suite 500, McLean Virginia 22102 on the one hand, and RCR Technology Corporation, an Indiana corporation (the “Seller”) with principal offic |
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| October 30, 2024 |
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT, dated October 30, 2024 (this “Amendment”), by and between James P. McCormick (the “Executive”) and Western Acquisition Ventures Corp. (the “Company”). WHEREAS, the Executive and the Company entered into that certain employment agreement, dated December 27, 2023 (the “Agreement”); and WHEREAS, the Executive and the Co |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| October 10, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN ACQUISITION VENTURES CORP. October 9, 2024 Western Acquisition Ventures Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Western Acquisition Ventures Corp.” The original certificate of in |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 9, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| October 10, 2024 |
Form of Amendment to the Investment Management Trust Agreement Exhibit 10.1 FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of [ ], 2024, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New |
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| October 9, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 9, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| October 9, 2024 |
Non-Redemption Agreement and Assignment of Economic Interest, dated October 9, 2024 Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of October 9, 2024 by and among Western Acquisition Ventures Corp. (“WAVS”), Western Acquisition Ventures Sponsor, LLC (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHEREAS, the Sponsor and A.G.P./Alliance |
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| September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41214 W |
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| September 25, 2024 |
Exhibit 10.2 $210,555.56 September 24, 2024 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, Cycurion, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay Western Ventures Acquisition Corp., a Delaware corporation (the “Lender”), on the Termination Date (as defined below) the unpaid principal amount of the loan (the “Loan”) made |
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| September 25, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 24, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| September 25, 2024 |
Exhibit 10.1 $255,555.56 September 24, 2024 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, Western Ventures Acquisition Corp., a Delaware corporation (the “Borrower”), hereby promises to pay Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Lender”), on the Termination Date (as defined below) the unpaid princi |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S |
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| September 10, 2024 |
Exhibit 99.1 Western Acquisition Ventures Corp. Received Expected Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q New York, NY – September 09, 2024 –Western Acquisition Ventures Corp. (Nasdaq: WAVS) ("Western"), a special purpose acquisition company, today announced that it received an expected deficiency notification letter from the Listing Qualif |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 6, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| August 14, 2024 |
Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 August 14, 2024 VIA: EDGAR Morgan Youngwood, Senior Staff Accountant Stephen Krikorian, Accounting Branch Chief Charli Gibbs-Tabler, Staff Attorney Jeff Kauten, Staff Attorney Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Western Acq |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NT 10-Q 1 tm2421557d1nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-42124 CUSIP NUMBER 95758L107 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ T |
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| August 12, 2024 |
Amendment No. 3 to Loan Agreement between Cycurion, Inc. and the Registrant, dated May 3, 2024. Exhibit 10.28 Amendment No. 3 to Loan Agreement May 3, 2024 This agreement (this “Amendment”) is between Western Acquisition Ventures Corp., a Delaware corporation (the “Borrower”), and Cycurion, Inc., a Delaware corporation (the “Holder”), and acts to amend the Term Note between Borrower and Holder (the “Loan Agreement”), dated July 2023. 1. The definition of Principal Amount, set forth in the pr |
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| August 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on August 12, 2024 Table of Contents As filed with the U.S. Securities and Exchange Commission on August 12, 2024 Registration No. 333-269724 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 (Pre-Effective Amendment No. 4) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTERN ACQUISITION VENTURES CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-3 |
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| August 12, 2024 |
Exhibit 10.29 Amendment No. 4 to Loan Agreement July 2, 2024 This agreement (this “Amendment”) is between Western Acquisition Ventures Corp., a Delaware corporation (the “Borrower”), and Cycurion, Inc., a Delaware corporation (the “Holder”), and acts to amend the Term Note between Borrower and Holder (the “Loan Agreement”), dated July 2023. 1. Section 2.1 of the Loan Agreement is hereby amended to |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 6, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| August 7, 2024 |
Non-Redemption Agreement and Assignment of Economic Interest, dated August 6, 2024 Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of August 6, 2024 by and among Western Acquisition Ventures Corp. (“WAVS”), Western Acquisition Ventures Sponsor, LLC (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHEREAS, the Sponsor and A.G.P./Alliance |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41214 |
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| July 15, 2024 |
Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| July 15, 2024 |
Exhibit 16.1 July 12, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 We have read the statements made by Western Acquisition Ventures Corp. included under Item 4.01 of its Form 8-K dated July 12, 2024. We agree with the statements concerning our Firm under Item 4.01. We are not in a position to agree or disagree with other statements |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| July 2, 2024 |
Form of Amendment to the Investment Management Trust Agreement Exhibit 10.1 FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of [ ], 2024, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New |
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| July 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 2, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| July 2, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN ACQUISITION VENTURES CORP. July 2, 2024 Western Acquisition Ventures Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Western Acquisition Ventures Corp.” The original certificate of incor |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 5, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| June 10, 2024 |
Exhibit 99.1 Western Acquisition Ventures Corp. received expected notification of deficiency from Nasdaq related to delayed filing of quarterly report on Form 10-Q New York, New York – June 10, 2024 –Western Acquisition Ventures Corp. (Nasdaq: WAVS) (“Western”), a special purpose acquisition company, today announced that it received an expected deficiency notification letter from the Listing Quali |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-42124 CUSIP NUMBER 95758L107 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transi |
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| May 13, 2024 |
Exhibit 10.28 Amendment No. 3 to Loan Agreement May 3, 2024 This agreement (this “Amendment”) is between Western Acquisition Ventures Corp., a Delaware corporation (the “Borrower”), and Cycurion, Inc., a Delaware corporation (the “Holder”), and acts to amend the Term Note between Borrower and Holder (the “Loan Agreement”), dated July 2023. 1. The definition of Principal Amount, set forth in the pr |
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| May 13, 2024 |
Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 May 13, 2024 VIA: EDGAR Morgan Youngwood, Senior Staff Accountant Stephen Krikorian, Accounting Branch Chief Charli Gibbs-Tabler, Staff Attorney Jeff Kauten, Staff Attorney Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Western Acquis |
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| May 13, 2024 |
As filed with the U.S. Securities and Exchange Commission on May 13, 2024 Table of Contents As filed with the U.S. Securities and Exchange Commission on May 13, 2024 Registration No. 333-269724 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 (Pre-Effective Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTERN ACQUISITION VENTURES CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-3720 |
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| May 13, 2024 |
Exhibit 10.21b Extension of LOI The Term Sheet effective as of April 25, 2023 and extended as of November 29, 2023, is between Cycurion Inc, a Delaware corporation, (the “Buyer”), with principal offices located at 1640 Boro Place, Fourth Floor, McLean, Virginia 22102 on the one hand, and SLG Innovation, Inc., an Illinois corporation (the “Company”) with principal offices located at 110 North Wacke |
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| April 30, 2024 |
Amended and Restated Business Combination Agreement dated April 26, 2024 Exhibit 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of April 26, 2024 by and among WESTERN ACQUISITION VENTURES CORP., WAV MERGER SUB, INC., and CYCURION, INC. and Emmit McHenry, solely in his capacity as the Stockholder Representative ARTICLE I CERTAIN DEFINITIONS 1 1.1 DEFINITIONS 1 1.2 CONSTRUCTION 14 1.3 KNOWLEDGE 15 ARTICLE II THE MERGER; CLOSING 15 2.1 THE MERGER 15 2.2 EF |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 26, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| April 26, 2024 |
Exhibit 10.25 Amendment No. 2 to Loan Agreement April 4, 2024 This agreement (this "Amendment") is between Western Acquisition Ventures Corp., a Delaware corporation (the "Borrower"), and Cycurion, Inc., a Delaware corporation (the "Holder"), and acts to amend the Loan Agreement between Borrower and Holder (the "Loan Agreement"), dated July 2023. 1. Section 2.1 ofthe Loan Agreement is hereby amend |
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| April 26, 2024 |
Policy Regarding Recovery of Erroneously Awarded Compensation Exhibit 97.1 WESTERN ACQUISITION VENTURES CORP. POLICY REGARDING THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION I. Introduction The Board of Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), is dedicated to maintaining and enhancing a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. In ac |
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| April 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41214 WESTERN ACQUI |
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| April 12, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN ACQUISITION VENTURES CORP. April 10, 2024 Western Acquisition Ventures Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Western Acquisition Ventures Corp.” The original certificate of inc |
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| April 12, 2024 |
Form of Amendment to the Investment Management Trust Agreement Exhibit 10.1 FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of [ ], 2024, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 10, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Per |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ⌧ Filed by a Party other than the Registrant ☐ Check the appropriate box: ⌧ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S |
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| March 12, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest even reported): March 11, 2024 WESTERN ACQUISITION VENTURES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41214 86-3720717 (State or other jurisdiction of incorporation) (C |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| February 12, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 6, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| January 30, 2024 |
Exhibit 10.21a Extension of LOI The Term Sheet effective as of April 25, 2023 and extended as of November 29, 2023, is between Cycurion Inc, a Delaware corporation, (the “Buyer”), with principal offices located at 1749 Old Meadow Road, Suite 500, McLean Virginia 22102 on the one hand, and SLG Innovation, Inc., an Illinois corporation (the “Company”) with principal offices located at 110 North Wack |
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| January 30, 2024 |
Exhibit 10.22a Extension of RCR LOI The Term Sheet effective as of April 25, 2023, and extended as of November 29, 2023, is between Cycurion Inc, a Delaware corporation, (the “Buyer”), with principal offices located at 1749 Old Meadow Road, Suite 500, McLean Virginia 22102 on the one hand, and RCR Technology Corporation, an Indiana corporation (the “Seller”) with principal offices located at 9450 |
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| January 30, 2024 |
As filed with the U.S. Securities and Exchange Commission on January 29, 2024 Table of Contents As filed with the U.S. Securities and Exchange Commission on January 29, 2024 Registration No. 333-269724 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 (Pre-Effective Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTERN ACQUISITION VENTURES CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86- |
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| January 30, 2024 |
Exhibit 10.24 Amendment No. 1 to Loan Agreement January 26, 2024 This agreement (this "Amendment") is between Western Acquisition Ventures Corp., a Delaware corporation (the “Borrower”), and Cycurion, Inc., a Delaware corporation (the “Holder”), and acts to amend the Loan Agreement between Borrower and Holder (the “Loan Agreement”), dated July 2023. 1. The definition of Principal Amount, set forth |
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| January 30, 2024 |
Letter in Lieu of Consent for Review Report of WWC, P.C. EXHIBIT 15.1 To the Board of Directors and Stockholders of Cycurion, Inc. LETTER IN LIEU OF CONSENT FOR REVIEW REPORT We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Cycurion, Inc. for the three-month and nine-month period ended September 30, 2023 and 2022, as indicated in our report |
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| January 30, 2024 |
Exhibit 10.23 TERM NOTE FOR VALUE RECEIVED, Western Acquisition Ventures Corp., a Delaware corporation (the “Borrower”), hereby promises to pay to Cycurion, Inc., a Delaware corporation (the “Holder”), or its successors in interest, on order, the sum of Two Hundred Thousand Dollars ($200,000.00) (the “Principal Amount”), together with any accrued and unpaid interest hereon, on the date of closing |
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| January 30, 2024 |
Exhibit 10.26 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of December 27, 2023 (the “Effective Date”), by and between Jim McCormick (the “Executive”) and Western Acquisition Ventures Corp. (the “Company”). POSITION AND RESPONSIBILITIES The Company hereby employs Executive as the Chief Executive Officer (CEO), Chief Financial Officer (CFO), and a member of th |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| January 29, 2024 |
Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 January 29, 2024 VIA: EDGAR Morgan Youngwood, Senior Staff Accountant Stephen Krikorian, Accounting Branch Chief Charli Gibbs-Tabler, Staff Attorney Jeff Kauten, Staff Attorney Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Western Ac |
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| January 11, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN ACQUISITION VENTURES CORP. January 10, 2024 Western Acquisition Ventures Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Western Acquisition Ventures Corp.” The original certificate of i |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 9, 2024 WESTERN ACQUISITION VENTURES CORP. |
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| January 11, 2024 |
Form of Amendment to the Investment Management Trust Agreement Exhibit 10.1 FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of [ ], 2024, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company |
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| January 4, 2024 |
SC 13G/A 1 ea191181-13ga1alphawestern.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) WESTERN ACQUISITION VENTURES CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 95758L107 (CUSIP Number) December 31, 2023 (DATE OF EVENT WHICH REQUIRES FILING OF TH |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 27, 2023 WESTERN ACQUISITION VENTURES CORP. |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41 |
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| November 13, 2023 |
WESTERN ACQUISITION VENTURES CORP. 42 Broadway, 12th Floor New York, New York 10004 November 8, 2023 WESTERN ACQUISITION VENTURES CORP. 42 Broadway, 12th Floor New York, New York 10004 November 8, 2023 VIA: EDGAR Morgan Youngwood, Senior Staff Accountant Stephen Krikorian, Accounting Branch Chief Charli Gibbs-Tabler, Staff Attorney Jeff Kauten, Staff Attorney Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: |
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| November 2, 2023 |
Exhibit 10.22 1 This Term Sheet is effective as of April 25, 2023 is between Cycurion Inc, a Delaware corporation, (the “Buyer”), with principal offices located at 1749 Old Meadow Road, Suite 500, McLean Virginia 22102, and RCR Technology Corporation, an Indiana corporation (the “Seller”) with principal offices located at 9450 N. Meridian Street, Suite 300 Indianapolis, Indiana 46260. The Buyer an |
