{"url_path":"/sec/cycu/8-k/2026-06-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1868419/0001493152-26-031333-index.html","accession_number":"0001493152-26-031333","cik":"0001868419","ticker":"CYCU","issuer_name":"Cycurion, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1868419/0001493152-26-031333-index.html","primary_entity_key":"0001868419","primary_entity_name":"Cycurion, Inc."},"word_count":428,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\n**Asset\nPurchase Agreement**\n\n** **\n\nOn\nJune 24, 2026, Cycurion, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset\nPurchase Agreement”) with Kustom Entertainment, Inc., a Nevada corporation (“Kustom”). Capitalized terms used herein\nand not otherwise defined shall have the meanings assigned to them in the Asset Purchase Agreement.\n\n \n\nPursuant\nto the Asset Purchase Agreement, the Company agreed to acquire substantially all of the assets relating to Kustom’s video-solutions\nbusiness, including intellectual property, contracts, customer relationships, inventory, accounts receivable, operating assets and other\nassets used in the development, sale, licensing and servicing of video surveillance technologies, body-worn cameras, in-car video systems,\ndigital evidence management solutions and related products and services (the “Acquired Assets”), and to assume certain specified\nliabilities of Kustom (the “Assumed Liabilities”).\n\n \n\nAs\nconsideration for the acquisition, the Company agreed to pay aggregate consideration consisting of: (i) a cash payment of $1,250,000\nat closing, (ii) a secured promissory note in the original principal amount of $4,250,000 bearing interest at 7.0% per annum and maturing\nthree years following issuance, (iii) contingent cash consideration of up to $1,000,000 payable upon satisfaction of specified earnout\nperformance criteria and (iv) warrants to purchase up to 2,000,000 shares of the Company’s common stock at an exercise price of\n$2.80 per share.\n\n \n\nThe\nsecured promissory note will be secured by certain of the Acquired Assets pursuant to a Security Agreement to be entered into by the\nparties at closing. The earnout consideration will be subject to the terms and conditions of an Earnout Agreement, and the warrants will\nbe governed by a Warrant Agreement and related Registration Rights Agreement and Leak-Out Agreement.\n\n \n\nThe\nAsset Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties. The\nrepresentations and warranties were made solely for purposes of the Asset Purchase Agreement and may be subject to limitations, qualifications\nand exceptions agreed upon by the parties.\n\n \n\nIn\nconnection with the transaction, the parties also agreed to enter into, certain ancillary agreements, including those described Item\n8.01.\n\n \n\nThe\nforegoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to\nthe full text of the Asset Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein\nby reference. The Company intends to file the forms of the ancillary agreements described in Item 8.01, to the extent required by applicable\nU.S. Securities and Exchange Commission (“SEC”) rules, as exhibits to a subsequent filing with the SEC."}