WAVSW Western Acquisition Ventures Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934 

 

Date of report (Date of earliest event reported): October 30, 2024

 

WESTERN ACQUISITION VENTURES CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		001-42124		86-3720717
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

42 Broadway, 12th Floor New York, NY		10004
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (310) 740-0710

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Units, each consisting of one share of common stock and one redeemable warrant		WAVSU		The NASDAQ Stock Market LLC
Common stock, par value $0.001 per share		WAVS		The NASDAQ Stock Market LLC
Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share		WAVSW		The NASDAQ Stock Market LLC

 

 

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 x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

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

 

 

ACCEPTED ON BEHALF OF RESPONSIBLE PARTY:

 

CYCURION, INC.

 

By:	/s/ Alvin McCoy, III
	Name: Alvin McCoy, III
	Title: Chief Financial Officer

 

 

 

 

 

 

 

v3.24.3

Cover	Oct. 30, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2024
Entity File Number	001-42124
Entity Registrant Name	WESTERN ACQUISITION VENTURES CORP.
Entity Central Index Key	0001868419
Entity Tax Identification Number	86-3720717
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	42 Broadway, 12th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	310
Local Phone Number	740-0710
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of common stock and one redeemable warrant
Trading Symbol	WAVSU
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	WAVS
Security Exchange Name	NASDAQ
Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share
Trading Symbol	WAVSW
Security Exchange Name	NASDAQ

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