UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 30, 2024, Western Acquisition Ventures Corp., a company incorporated in Delaware (the “Company”) and James P. McCormick (the “Executive”) entered into an amendment (the “Amendment”) to the employment agreement between the Company and the Executive, dated December 27, 2023 (the “Agreement”), amending the terms of the Agreement. Pursuant to the Amendment, the Company agreed to pay to the Executive a total compensation of $200,000, including $40,000 in cash at the closing of the business combination (“Business Combination”) with Cycurion, Inc. (“Cycurion”) and the remaining $160,000 in cash from the proceeds that the Company receives from any capital raising transaction following the closing of the Business Combination, including the proceeds from an equity line of credit to be entered into by and among the Company, Cycurion and the investors named therein; provided that the Company shall only be obligated to apply up to 15% of the proceeds from each capital raise until the Executive’s compensation of $200,000 has been paid in full. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by the Amendment filed by the Company as Exhibit 10.1 to this Current Report on Form 8-K.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Employment Agreement, dated October 30, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESTERN ACQUISITION VENTURES CORP. | ||
| Date: October 30, 2024 | By: | /s/ James P McCormick |
| James P. McCormick, President and CEO | ||
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 Company desire to amend certain provisions of the Agreement;
NOW, THEREFORE, in consideration of the premises and for such other valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows (capitalized terms used herein but not otherwise defined herein or amended hereby shall have the meanings assigned to them in the Agreement):
| 1. | Amendments. Paragraph 1 of the Agreement shall be amended and restated in its entirety as follows: |
| 1. | COMPENSATION. In consideration for the services provided by the Executive until the closing (the “Closing”) of the planned business combination (the “Business Combination”) between the Company and Cycurion, Inc. (the “Target”), the Company agrees to pay the Executive total compensation of $200,000 (the “Executive Compensation”). The payment of the Executive Compensation will be divided into two parts: |
| a. | Closing Payment: The Company agrees to pay the Executive $40,000 in cash at Closing. |
| b. | Capital Raise Payment: The Company agrees to pay the Executive the balance of the Executive Compensation, or $160,000, in cash from the proceeds (the “Proceeds”) that the Company receives from any capital raising transaction following the Closing (each a “Capital Raise”), including the proceeds from the contemplated equity line of credit, to be entered into by and among the Company, the Target and the investors named therein; provided that the Company shall only be obligated to apply up to 15% of the Proceeds from each Capital Raise until the Executive Compensation has been paid in full. |
The Closing Payment is conditioned on the Closing of the Business Combination, and full payment of the balance of the Executive Compensation is conditioned on the Company’s receipt of Proceeds of not less than $1,066,666.67; provided that, if the Proceeds are less than this amount, the Executive shall receive a cash payment equal to 15% of such lesser amount of Proceeds.
2. Agreement Otherwise Unchanged. Except as herein provided, the Agreement shall remain unchanged, and each reference to the Agreement, and words of similar import in the Agreement, each as amended hereby, respectively, shall be a reference to the Agreement, as amended hereby, and as the same may be further amended, supplemented and otherwise modified and in effect from time to time.
3. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed and delivered by its duly authorized officer as of the date first written.
WESTERN ACQUISITION VENTURES CORP.
| By: | /s/ James P. McCormick | |
| Name: James P. McCormick | ||
| Title: Chief Executive Officer |
| By: | /s/ James P. McCormick | |
| Name: James P. McCormick |
| 2 |
ACCEPTED ON BEHALF OF RESPONSIBLE PARTY:
CYCURION, INC.
| By: | /s/ Alvin McCoy, III | |
| Name: Alvin McCoy, III | ||
| Title: Chief Financial Officer |
| 3 |