Current Report Filing (8-k)
30 May 2020 - 6:28AM
Edgar (US Regulatory)
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): May 25, 2020
CERBERUS
CYBER SENTINEL CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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000-56059
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83-4210278
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(State
or other jurisdiction
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(Commission
File
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(IRS
Employer
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of
incorporation
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Number)
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Identification
No.)
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7333
E. Doubletree Ranch Road, Suite D270, Scottsdale, Arizona 85258
(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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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 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
1.01 Entry into a Material Definitive Agreement
On
May 25, 2020, Cerberus Cyber Sentinel Corporation (the “Company”) entered into an Stock Purchase Agreement (the “SPA”)
with Technologyville, Inc., an Illinois corporation (“Techville”), and its sole shareholder, Brian Yelm (“Yelm”).
Pursuant to the SPA, all of Techville’s outstanding common shares that are owned by Yelm will be exchanged for the issuance
of 3,392,271 shares of common stock, par value $0.00001, of the Company.
Techville
is an information technology consulting firm specializing in automated managed services for businesses through various product
and service offerings including Tech Connect Pro, Tech Connect Cloud Services, Tech Connect Drive and Tech Connect Security. Techville
operates from three offices located in Algonquin, IL, Mesa, AZ and New Braunfels, TX. Techville’s staff of 12 people consists
of a multi-disciplinary group with expertise in engineering, operations and sales. Techville’s client-base of over 50 companies
spans a range of industries from behavioral health, manufacturing, communications and financial services.
The
shares of the Company’s common stock to be issued to Yelm upon closing of the SPA will not be registered under the Securities
Act of 1933, as amended (the “Securities Act”) in reliance upon an exemption from registration under Section 4(a)(2)
of the Securities Act.
The
foregoing descriptions do not purport to describe all of the terms and provisions of the Merger Agreement, and are qualified in
their entirety by reference to the Merger Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
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.
CERBERUS
CYBER SENTINEL CORPORATION
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By:
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/s/
David G. Jemmett
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David G. Jemmett
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Chief Executive Officer (Principal Executive and Principal Accounting Officer)
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May 29, 2020
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