Cycurion Inc

This proposal asks shareholders to permit issuance of up to 3,314,920 shares of Common Stock upon exercise of warrants issued in a private placement that closed on December 5, 2025, in order to comply with Nasdaq Listing Rule 5635(d) and thereby make those warrants exercisable. Management seeks approval not to authorize the private placement itself (which is already completed) but solely to satisfy Nasdaq’s shareholder-approval requirement for issuances that could equal or exceed 20% of outstanding shares at a price below the Nasdaq-determined Minimum Price. The company explains that without approval the warrants remain non-exercisable, which would block potential cash inflows from exercises and could require repeated special meetings; management frames approval as necessary to preserve access to funding that could be used for working capital and corporate purposes. The filing describes the mechanics and limitations of the warrants, including a five-year term post-approval, customary anti-dilution adjustments, cashless exercise mechanics if resale registration is not available, and beneficial ownership blockers (4.99% default, up to 9.99% with notice). The proxy discloses placement agent fees and other transaction economics and highlights both dilution risk and potential market-supply pressure if Warrant Shares are sold into the public market. The company also notes procedural requirements in the purchase agreement that obligate it to hold periodic special meetings until stockholder approval is obtained, which creates recurring cost and distraction risks if the proposal fails. The Board unanimously recommends a vote FOR, emphasizing compliance with Nasdaq rules and the potential to raise material proceeds; however, the filing itself contains differing stated estimates of potential proceeds in places, underscoring the importance of careful review of the exercise contingencies, exercise price adjustments, and whether exercises would be cash or cashless. In sum, the proposal is a transaction-specific compliance vote that trades off immediate dilution and potential share-price pressure against access to exercise proceeds and the avoidance of repeated special meetings and related costs.

This proposal seeks shareholder authorization for the proxies appointed by the Board to adjourn or postpone the Special Meeting, including any adjourned session, to allow additional time to solicit votes if the Warrant Exercise Proposal does not receive sufficient support. Management frames the adjournment authority as a practical governance tool to avoid having to reconvene separate special meetings repeatedly (the Purchase Agreement requires the company to call meetings every 90 days until approval or until the warrants are no longer outstanding). The proposal is routine in form but strategically important because it enables management to continue outreach and potentially change outcomes without the expense of multiple stand-alone meetings. The Board argues that adjournment is in stockholders’ best interest to facilitate approval of the Warrant Exercise Proposal, which management says is material to the company’s ability to obtain exercise proceeds and avoid disruption to operations. Opposing views could see the adjournment authority as a mechanism for management to buy time to pressure or solicit additional votes rather than accept the initial outcome of a meeting; however, the proxy notes that broker non-votes are not expected and that the matter will be decided by a simple majority of shares present and entitled to vote. The Board unanimously recommends a vote FOR the adjournment authority, framing it as a practical contingency that supports corporate flexibility and the orderly conduct of the solicitation. Approving this proposal does not itself change corporate rights or issue new securities, but it could materially affect timing and likelihood of approval for the substantive Warrant Exercise Proposal and therefore is consequential to investors who view dilution and timing as critical factors. Given the interdependence of the two proposals, shareholders who oppose the Warrant Exercise on substantive grounds must consider that voting against the Adjournment Proposal may limit the company’s ability to seek additional votes at a later date.