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): July 19, 2023

 

CISO Global, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41227		83-4210278
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

6900 E. Camelback Road, Suite 900

Scottsdale, Arizona 85251

(Address of principal executive offices) (Zip Code)

 

(480) 389-3444

(Registrant’s telephone number, including area code)

 

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, $0.00001		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 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

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 7.01. Regulation FD Disclosure.

 

On July 19, 2023, we issued a press release announcing that we acquired SB Cyber Technologies, LLC, a cybersecurity company that specializes in identifying, enhancing and applying emerging government and military grade capabilities to critical commercial technical security challenges.

 

The information in this Current Report on Form 8-K is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing and regardless of any general incorporation language in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

	(d)	Exhibits.
		Exhibit
		Number		Exhibits
		99.1		Press release from Cerberus Cyber Sentinel Corporation, dated July 19, 2023, entitled “CISO Global acquires Veteran-Owned SB Cyber Technologies”
		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: July 19, 2023	By:	/s/ Debra L. Smith
		Debra L. Smith
		Chief Financial Officer

 

 

Exhibit 99.1

 

NEWS RELEASE

 

Public Relations Contact:

 

Janet Brumfield

614.582.9636

janet@idealprplus.com

ideal PR+ for CISO Global

 

CISO Global Acquires Veteran-Owned SB Cyber Technologies

 

Top Managed Cybersecurity and Compliance Provider Expands Capabilities with Leading

Endpoint Protection and Response Technology

 

Scottsdale, Ariz. July 19, 2023 – CISO Global, Inc. (NASDAQ: CISO), an industry leader as a managed cybersecurity and compliance provider announced that it has acquired SB Cyber Technologies, LLC, a cybersecurity company that specializes in identifying, enhancing and applying emerging government and military grade capabilities to critical commercial technical security challenges.

 

Under the terms of the agreement, SC Cyber has become a wholly owned subsidiary of CISO Global.

 

Based in Chesapeake, Va. and founded by former members of the U.S. intelligence and special operations communities, SB Cyber developed CHECKLIGHT^®, a powerful and proactive Endpoint Detection and Response (EDR) technology that detects potential threats to endpoints, such as laptops and desktops, on a continuous basis. Speaking to the tool’s efficacy, SB Cyber Technologies CEO Rob Hegedus commented, “With over 3 million hours of operational run time since inception, CHECKLIGHT has zero instances of sophisticated malware getting through undetected. Six months into a pilot program for one of the largest self-insured organizations in the United States, it has decreased cyber breach losses to zero at a cost that provides immediate economic ROI.”

 

“SB Cyber enables us to accelerate our strategy to bring additional talent and a powerful leading-edge technology to our customers at a time when cyber threats are increasingly becoming more prevalent and harder to circumvent,” said David Jemmett, CEO and founder of CISO Global. “CHECKLIGHT^® expands our proprietary capabilities and value proposition to the market, allowing us to deliver the full spectrum of services required today to be truly cyber resilient.”

 

CHECKLIGHT^® uses the same cybersecurity software engine used by several federal agencies; it identifies unauthorized processes associated with fraudulent phishing attacks, hacking, imposter scams, malware, ransomware and viruses.

 

 

CEO of SB Technologies, Rob Hegedus, said of the acquisition, “We created CHECKLIGHT^® four years ago to combine the best in cybersecurity technology and insurance expertise to protect the most vulnerable members of our economic ecosystem. After an extremely successful initial deployment to our clientele, we continue to collect historical data that unequivocally shows a dramatic decrease not only in data breaches but also subsequent insurance losses. Now it’s time to expand this capability to a larger audience. We are excited to join the CISO Global family and bring the unique power of CHECKLIGHT^® and its warranty to a worldwide client base.”

 

SB Technologies will continue to be based in Virginia. The intellectual property of CHECKLIGHT^® will be added to the growing portfolio of next generation solutions whose IP is held in CISO Global’s subsidiary, vCISO, LLC.

 

Since the company’s inception in 2019, CISO Global has acquired 16 companies to expand its geographic footprint, broaden its solutions portfolio, and build its talent base to deliver fully managed end-to-end cybersecurity and compliance services to enterprises in the U.S. and Latin America. The acquisition of SB Cyber Technologies marks its seventeenth acquisition.

 

About CISO Global

 

CISO Global, Inc/(Nasdaq: CISO) is a leader in delivering managed security and compliance services to enterprise and government clients, bringing together expert practitioners and thought leaders, proprietary innovations, and tailored solutions that drive cyber resilience. With a presence throughout the U.S. and Latin America, the Scottsdale, Arizona based company spans geographies, specialties, industries, regulatory frameworks, and focus areas. CISO Global experts include auditors, risk and compliance specialists, certified forensics experts, ethical hackers, security engineers, and around-the-clock security analysts. For more information about the company, visit us on LinkedIn, Twitter 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 expectation that the CEO of SB Cyber Technologies will continue to manage the company’s team of professionals and will work closely with its leadership; our belief that SB Cyber Technologies expands our technology stack expansion strategy and adds to our SOC/managed detection and response services; our belief that cybersecurity requires both human and technological capabilities to properly address the security demands of businesses and organizations; our belief that SB Cyber Technologies is an excellent cultural fit with the CISO Global family of companies; our belief that we will lead the future revolution of new security services; the belief that SB Cyber Technologies joining the CISO Global family of companies will result in the ability to deliver a more trusted security experience; and our belief that creating a strong parent brand in the marketplace is essential while ensuring the new identity matches the global enterprise the company is actively becoming. 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 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. 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.

 

v3.23.2

Cover	Jul. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 19, 2023
Entity File Number	001-41227
Entity Registrant Name	CISO Global, Inc.
Entity Central Index Key	0001777319
Entity Tax Identification Number	83-4210278
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6900 E. Camelback Road
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85251
City Area Code	(480)
Local Phone Number	389-3444
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001
Trading Symbol	CISO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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