CISO CISO Global Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 6, 2024

 

CISO GLOBAL, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41227		83-4210278
(State or Other		(Commission File		(IRS Employer
Jurisdiction of Incorporation		Number)		Identification No.)

 

6900 E. Camelback Road, Suite 900
Scottsdale, Arizona	85251
(Address of Principal Executive Offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (480) 389-3444

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		CISO		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 ☒

 

If an emerging growth company, indicate by checkmark 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 8.01. Other Events

 

On February 29, 2024, the board of directors of CISO Global, Inc. (“CISO”) approved a reverse stock split (the “Reverse Stock Split”) of CISO’s common stock, par value $0.00001 per share (the “Common Stock”), at a ratio of 1-for-15 (the “Reverse Stock Split Ratio”). The Reverse Stock Split is expected to become effective immediately after the close of trading on The Nasdaq Stock Market LLC (“Nasdaq”) on March 7, 2024 (the “Effective Time”), and CISO’s Common Stock is expected to begin trading on Nasdaq on a split-adjusted basis at the opening of trading on March 8, 2024, under the existing ticker symbol “CISO”, new CUSIP number 15672X201 and new ISIN number US15672X2018.

 

The Reverse Stock Split was approved by CISO’s stockholders by means of submission of matters to a vote of security holders on December 14, 2023 with the final ratio to be determined by the Board. CISO will file an amendment to its Certificate of Incorporation (the “Charter”) to implement the Reverse Stock Split as of the Effective Time. The primary goal of the Reverse Stock Split is to increase the per share market price of the Common Stock to regain compliance with the minimum $1.00 average closing price requirement for continued listing on Nasdaq.

 

At the Effective Time, every 15 shares of Common Stock issued and outstanding will be automatically combined and converted into 1 share of Common Stock. The total number of shares of Common Stock authorized for issuance under the Charter, the par value per share of Common Stock, and the number of shares of all other classes of stock authorized under the Charter other than the Common Stock will not change.

 

In addition, equitable adjustments corresponding to the Reverse Stock Split Ratio will be made to the number of shares of Common Stock underlying CISO’s outstanding equity awards and the number of shares issuable under CISO’s equity incentive plan. Equitable adjustments corresponding to the Reverse Stock Split Ratio will also be made to the number of shares of Common Stock underlying CISO’s outstanding warrants and convertible notes, as well as the applicable exercise price.

 

No fractional shares will be issued in connection with the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive a fractional share will instead be entitled to receive one whole share of Common Stock in lieu of such fractional share. If such fractional shares are subject to an award granted under the Incentive Plan, such awards will be rounded down to the nearest whole share of Common Stock, in order to comply with the requirements of Section 409A and 424 of the Internal Revenue Code of 1986.

 

Forward Looking Statements

 

This Current Report on Form 8-K (this “Current Report”) contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Current Report, are forward-looking statements. When used in this Current Report, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

 

These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievements to materially differ from those expressed or implied by these forward-looking statements. Such forward-looking statements include statements regarding, among other things, statements regarding the timing and effective date of the Reverse Stock Split and CISO’s ability to regain compliance with the listing rules of Nasdaq. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the Securities and Exchange Commission (SEC) from time to time, including our most recent annual report on Form 10-K, particularly under the heading “Risk Factors.” Copies of these filings are available online from the SEC. All forward-looking statements in this Current Report are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated March 6, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CISO Global, Inc.
Date: March 6, 2024
	By:	/s/ Debra L. Smith
	Name:	Debra L. Smith
	Title:	Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

CISO GLOBAL ANNOUNCES EFFECTIVE DATE FOR REVERSE STOCK SPLIT

 

Scottsdale, Ariz. March 6, 2024 – CISO Global (NASDAQCM: CISO), an industry leader as a managed cybersecurity and compliance provider, will proceed with the 1-for-15 reverse stock split approved by CISO shareholders at the annual meeting held December 14, 2023. The reverse stock split will become effective after the close of trading on March 7, 2024. CISO outstanding common stock will begin trading on a split-adjusted basis on March 8, 2024; whereby every fifteen (15) shares of the par value of $0.00001 per share common stock will automatically convert into one (1) share of CISO stock.

 

The reverse stock split will reduce the number of shares of CISO outstanding common stock from roughly 180 million shares to approximately 12 million shares.

 

“The company has been alerted by several institutional investors that there appears to be an anomaly in our shares,” said David Jemmett, CEO. “This reverse stock split will allow us to identify our legitimate shareholders, increase the per share market price of our common stock to regain compliance with the minimum bid continued listing requirement for The Nasdaq Capital Market and better position the company for future value creation.”

 

“The CISO Global Board of Directors takes the responsibility of our shareholders very seriously,” said Brett Chugg, Director for CISO Global. “We are exploring and taking steps available to us to unlock and create value for our shareholders.”

 

Outstanding CISO equity-based awards under CISO Global’s equity incentive plan will be proportionately adjusted. Common stock underlying CISO’s outstanding warrants and convertible notes also will be adjusted. No fractional shares will be issued with the reverse stock split. Fractional shares subject to CISO Global’s equity incentive plan will be rounded down to the nearest whole share to comply with the Internal Revenue Code of 1986.

 

CISO Global common stock will continue trading on the Nasdaq Capital Market (under the symbol “CISO”) but will trade under CUISP number 15672X201 and ISIN number US1567X2018 starting on March 8, 2024.

 

Additional information concerning the reverse stock split can be found in CISO Global’s Definitive Proxy statement on file with the Securities and Exchange Commission on November 27, 2023, as well as on CISO Global’s Investor Relations website.

 

As previously announced, CISO Global has developed and is deploying an initial suite of proactive, AI powered security solutions valued at more than $50 million by a global leader in valuation, corporate finance, and restructuring. The company’s initial suite of software-first solutions is currently being offered to the company’s approximately 1,100 global clients and channel partners.

 

“This is an exciting time at CISO Global,” added Jemmett. “As we continue to grow, we want to ensure that our shareholders are appropriately rewarded.”

 

About CISO Global

 CISO Global (NASDAQCM: CISO), based in Scottsdale, Arizona, is a Top #25 managed cybersecurity and compliance services provider that is delivering innovative solutions through its newly developed AI and ML-powered product portfolio. The company protects the most demanding businesses and government organizations against continuing and emerging security threats and ensures their compliance obligations are being met. For more information about the company, visit CISO Global on LinkedIn, X or at www.ciso.inc.

 

Safe Harbor Statement 

This news release contains certain statements that may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements include, among others, our belief that we are an industry leader in cybersecurity; our belief that there anomaly in the trading of our shares; our belief that the reverse stock split will allow us to identify our legitimate shareholders; our belief that the reverse split will increase the per share market price of our common stock to regain compliance with the minimum bid continued listing requirement for The Nasdaq Capital Market; our belief that the reverse split will better position the company for future value creation; our belief that our Board of Directors is working to drive shareholder gains; our belief that global expansion will benefit our shareholders; our belief that our intellectual property platforms address key common challenges that can inhibit effectiveness in cybersecurity; and our belief that our intellectual property platforms address key common challenges that can inhibit effectiveness in cybersecurity. These statements are often, but not always, made through the use of words or phrases such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “predict,” “plan,” “project,” “continuing,” “ongoing,” “potential,” “opportunity,” “will,” “may,” “look forward,” “intend,” “guidance,” “future” or similar words or phrases. These statements reflect our current views, expectations, and beliefs concerning future events and are subject to substantial risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, risks related to our ability to raise capital; our ability to increase revenue and cash flow and become profitable; our ability to recruit and retain key talent; our ability to identify and consummate acquisitions; our ability to acquire, attract, and retain clients; and other risks detailed from time to time in the reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. Except as required by law, we assume no obligation and do not intend to update any forward-looking statements, whether as a result of new information, future developments, or otherwise.

 

Media Inquiries:

 

Janet Brumfield
Ideal PR+ for CISO Global
614.582.9636
janet@idealprplus.com

 

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