Cycurion entered into an Asset Purchase Agreement to acquire Kustom’s video-solutions business, adding body-worn cameras, in-car video, and digital evidence management technologies. Consideration includes $1.25 million in cash, a $4.25 million secured note at 7% maturing in three years, up to $1.0 million in revenue-based earnouts, and warrants for 2,000,000 shares at a $2.80 exercise price. Ancillary agreements address IP transfer, non-compete, seller financing security, registration rights, leak-out limits, and conditions to close. The transaction is designed to expand Cycurion’s product portfolio and customer base while aligning incentives around post-close performance.

Agreement 1: Cycurion to Acquire Kustom Video-Solutions Assets for $1.25M Cash, $4.25M Note, Warrants

  • Agreement type: Asset Purchase Agreement
  • Counterparty: Kustom Entertainment
  • Signed / Effective: Jun 24 2026 / Jun 24 2026
  • Duration / Termination: N/A
  • Reason: Expand into video-surveillance and evidence management solutions

Agreement 2: Cycurion and Kustom Sign Assignment and Assumption Agreement for Selected Liabilities

  • Agreement type: Assignment and Assumption Agreement
  • Counterparty: Kustom Entertainment
  • Duration / Termination: N/A
  • Reason: Define transferred assets and limit assumed obligations

Agreement 3: Cycurion to Receive Patents and Marks Under IP Assignment From Kustom

  • Agreement type: Intellectual Property Assignment Agreement
  • Counterparty: Kustom Entertainment
  • Duration / Termination: N/A
  • Reason: Secure ownership of core video-solutions IP assets

Agreement 4: Cycurion and Kustom Execute Bill of Sale for Transferred Assets

  • Agreement type: Bill of Sale
  • Counterparty: Kustom Entertainment
  • Duration / Termination: N/A
  • Reason: Effectuate transfer of acquired assets at closing

Agreement 5: Cycurion Secures Three-Year Non-Compete and Non-Solicit From Kustom

  • Agreement type: Non-Competition and Non-Solicitation Agreement
  • Counterparty: Kustom Entertainment
  • Signed / Effective: N/A / N/A
  • Duration / Termination: 3 years
  • Reason: Protect acquired business and customer relationships

Agreement 6: Cycurion Offers Employment to Key Personnel With Equity and Severance Terms

  • Agreement type: Key Employment Agreement
  • Duration / Termination: At will
  • Reason: Retain leadership to ensure smooth integration

Agreement 7: Cycurion Extends Offers to Essential Employees of Acquired Business

  • Agreement type: Essential Employment Agreement
  • Duration / Termination: At will
  • Reason: Preserve operational continuity post-acquisition

Agreement 8: Cycurion Issues $4.25M Secured Note at 7% to Kustom as Deal Consideration

  • Agreement type: Secured Promissory Note (7.0%, 36 months)
  • Counterparty: Kustom Entertainment
  • Signed / Effective: N/A / N/A
  • Duration / Termination: 3 years
  • Reason: Finance a portion of the purchase price

Agreement 9: Cycurion Grants First-Priority Lien on Acquired Assets Under Security Agreement

  • Agreement type: Security Agreement (first-priority lien on acquired assets)
  • Counterparty: Kustom Entertainment
  • Signed / Effective: N/A / N/A
  • Duration / Termination: Until obligations repaid
  • Reason: Provide collateral for seller financing

Agreement 10: Cycurion to Issue 2,000,000 Warrants at $2.80 to Kustom Post-Registration

  • Agreement type: Warrant Agreement (2,000,000 shares at $2.80)
  • Counterparty: Kustom Entertainment
  • Signed / Effective: N/A / N/A
  • Duration / Termination: 2 years post-effectiveness
  • Reason: Align incentives and complete purchase consideration

Agreement 11: Cycurion Commits to Register Resale of Warrant Shares for Kustom

  • Agreement type: Registration Rights Agreement
  • Counterparty: Kustom Entertainment
  • Duration / Termination: Until Rule 144 availability or sale completion
  • Reason: Provide liquidity path for warrant shares

Agreement 12: Cycurion and Kustom Set Two-Year Revenue-Based Earnout and Clawback

  • Agreement type: Earnout and Clawback Agreement
  • Counterparty: Kustom Entertainment
  • Duration / Termination: 2 years
  • Reason: Align price with post-close revenue performance

Agreement 13: Kustom Agrees to 12-Month Leak-Out on Cycurion Warrant Share Sales

  • Agreement type: Leak-Out Agreement (12 months)
  • Counterparty: Kustom Entertainment
  • Duration / Termination: 12 months
  • Reason: Support orderly market for warrant share resales

Agreement 14: Cycurion Sets Conditions Precedent for Closing Kustom Asset Acquisition

  • Agreement type: Conditions Precedent Agreement
  • Counterparty: Kustom Entertainment
  • Duration / Termination: Until closing conditions satisfied or waived
  • Reason: Ensure readiness for closing and SEC reporting

Original SEC Filing:

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