Announcement • Aug 06

Cycurion, Inc. (NasdaqGM:CYCU) completed the acquisition of Video Solutions Division of Kustom Entertainment, Inc. (NasdaqCM:KUST).

Cycurion, Inc. (NasdaqGM:CYCU) entered into a non-binding Memorandum of Understanding to acquire Video Solutions Division of Kustom Entertainment, Inc. (NasdaqCM:KUST) for $8.5 million on January 22, 2026. Cycurion, Inc. entered into revised, non-binding memorandum of understanding to acquire Video Solutions Division of Kustom Entertainment, Inc. for $10.1 million on April 17, 2026. Cycurion, Inc. entered into a binding agreement to acquire Video Solutions Division of Kustom Entertainment, Inc. for $10.1 million on June 24, 2026. Cycurion, Inc. entered into an amendment agreement to acquire Video Solutions Division of Kustom Entertainment, Inc. for $6.1 million on July 23, 2026. The consideration consists of (i) a cash payment of $1.25 million, (ii) a $4.25 million secured promissory note bearing interest at 7% per annum with a three-year maturity, and (iii) $0.6 million in Series H Preferred Stock featuring a 12% cumulative annual dividend and a conversion price of $1.45 per share. The transaction is subject to the completion of a definitive Asset Purchase Agreement, customary closing conditions, and any necessary regulatory approvals and is expected to close on or before June 30, 2026. Pursuant to the Asset Purchase Agreement, the completion of the proposed transaction is subject to various conditions precedent, including, among others, satisfactory completion of financial, accounting, operational and business due diligence; reconciliation and validation of financial information and projections; delivery of carve-out financial statements and supporting documentation sufficient to satisfy audit and SEC reporting requirements; approval by the boards of directors of both companies; execution and delivery of ancillary transaction documents; obtaining any required third-party consents; entering arrangements with key employees and contractors identified by Cycurion; and the absence of a material adverse effect on the Business. The transaction is expected to close in July 2026. As of June 29, 2026, closing is expected in early July 2026. As of July 23, 2026, all conditions precedent under the original agreement have been fully satisfied or waived. The transaction is anticipated to close on or about September 15, 2026, pursuant to a temporary forbearance and extension of the closing date. Keith J. Billotti of Seward & Kissel LLP acted as the legal advisor to Cycurion, Inc. Sullivan & Worcester LLP acted as the legal advisor to Kustom Entertainment, Inc. Cycurion, Inc. (NasdaqGM:CYCU) completed the acquisition of Video Solutions Division of Kustom Entertainment, Inc. (NasdaqCM:KUST) on August 4, 2026. The deal is expected to add more than $5 million in annual revenue and over $1.2 million in EBITDA.

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