Amended Annual Report (10-k/a)
July 15 2022 - 5:21PM
Edgar (US Regulatory)
0001777319
true
FY
0001777319
2021-01-01
2021-12-31
0001777319
2021-06-30
0001777319
2022-04-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2021
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from __________________________ to __________________________
Commission
file number 001-41227
CERBERUS
CYBER SENTINEL CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
83-4210278 |
State
or Other Jurisdiction |
|
(I.R.S.
Employer |
of
Incorporation or Organization |
|
Identification
No.) |
6900
E. Camelback Road, Suite 240, Scottsdale, AZ 85251
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (480) 389-3444
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 par value |
|
CISO |
|
The
Nasdaq Stock Market LLC |
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.00001
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
|
|
|
|
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
|
|
|
|
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.
Indicate
by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant’s
most recently completed second fiscal quarter (June 30, 2021) was $165,667,445, computed by reference to the price at which the
common stock was last sold ($8.14 per share).
The
registrant had 136,719,649 shares of common stock outstanding as of April 15, 2022.
Auditor
Firm ID |
|
Auditor
Name |
|
Auditor
Location |
178 |
|
Semple,
Marchal & Cooper, LLP |
|
Phoenix,
Arizona |
EXPLANATORY
NOTE
We
are filing this Amendment No. 1 (this “Amendment”) to our Annual Report on Form 10-K for the year ended December 31, 2021,
as filed with the Securities and Exchange Commission on April 15, 2022 (the “Original Form 10-K”). The purpose of this Amendment
is to file Exhibits 23.1 and 23.2, Consents of Independent Registered Public Accounting Firm, which include the consents to the incorporation
by reference of (i) Semple, Marchal & Cooper, LLP’s report dated April 15, 2022 with respect to our consolidated financial
statements for the years ended December 31, 2021 and 2020 and (ii) Baker Tilly Chile Ltda.’s report dated April 15, 2022 with respect
to the consolidated financial statements of Arkavia Networks SpA for the period from December 1, 2021 to December 31, 2021 (collectively,
the “Auditor Consents”), into our Registration Statement on Form S-8, No. 333-259163. The Auditor Consents were inadvertently
omitted from the Original Form 10-K.
In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 15(b) of Part
IV of the Original Form 10-K is
hereby amended and restated in its entirety. In addition, as required by the Exchange Act, new certifications by our principal
executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a)
of the Exchange Act.
Except
as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not amend, update, or change any
other items or disclosures in the Original Form 10-K. The Original Form 10-K continues to speak as of its original filing date. This
Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way
disclosures in the Original Form 10-K.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(b)
Exhibits.
|
|
|
|
Incorporated
by Reference |
Exhibit
Number |
|
Exhibit
Description |
|
Form |
|
Exhibit |
|
Filing
Date |
2.1 |
|
Agreement for the Purchase and Sale of Limited Liability Company Interests of GenResults, LLC dated April 12, 2019 |
|
10-12G |
|
10.1 |
|
10/2/2019 |
2.2*** |
|
Agreement and Plan of Merger by and among the Registrant, TalaTek, LLC, TalaTek Merger Sub and Baan Alsinawi dated September 23, 2019 |
|
10-12G |
|
10.1 |
|
10/2/2019 |
2.3 |
|
Stock Purchase Agreement by and among the Registrant, Technologyville, Inc. and Brian Yelm dated May 25, 2020 |
|
8-K |
|
10.1 |
|
5/29/2020 |
2.4 |
|
Share Purchase Agreement among the Registrant, Clear Skies Security, LLC and all of its Members dated July 31, 2020 |
|
8-K |
|
10.1 |
|
8/6/2020 |
2.5*** |
|
Agreement and Plan of Merger by and among Cerberus Cyber Sentinel Corporation, Alpine Merger Sub, LLC, Alpine Security, LLC and Christian Espinosa dated December 16, 2020 |
|
8-K |
|
10.1 |
|
12/21/2020 |
2.6*** |
|
Amended and Restated Agreement and Plan of Merger by and among the Registrant, Catapult Acquisition Merger Sub, LLC, Catapult Acquisition Corporation, the shareholders of Catapult Acquisition Corporation and Darek Hahn dated July 26, 2021 |
|
8-K |
|
10.1 |
|
08/02/2020 |
2.7*** |
|
Stock Purchase Agreement by and among the Registrant, Atlantic Technology Systems, Inc., Atlantic Technology Enterprises, Inc., and James Montagne and Miriam Montagne as sole shareholders, dated October 1, 2021 |
|
8-K |
|
10.1 |
|
10/07/2021 |
2.8*** |
|
Agreement and Plan of Merger by and among the Registrant, RED74 Merger Sub, LLC, RED74 LLC, Ticato Holdings, Inc. and Tim Coleman dated October 8, 2021 |
|
8-K |
|
10.1 |
|
11/15/2021 |
2.9*** |
|
Stock Purchase Agreement by and among the Registrant, Southford Equities, Inc., a British Virgin Islands based company and David Esteban Alfaro Medina, Roberto Andrés Arriagada Poblete and Camilo Orlando Garrido Briones dated December 1, 2021 |
|
8-K |
|
10.1 |
|
12/06/2021 |
2.10 |
|
Stock Purchase Agreement among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022 |
|
8-K |
|
10.1 |
|
01/06/2022 |
2.11*** |
|
Agreement and Plan of Merger among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022 |
|
8-K |
|
10.2 |
|
01/06/2022 |
3.1(a) |
|
Certificate of Incorporation of the Registrant dated March 4, 2019 |
|
10-12G |
|
3.1 |
|
10/2/2019 |
3.1(b) |
|
Certificate of Amendment of Certificate of Incorporation of the Registrant dated April 12, 2019 |
|
10-12G |
|
3.2 |
|
10/2/2019 |
3.1(c) |
|
Certificate of Amendment of Certificate of Incorporation of the Registrant dated September 25, 2019 |
|
10-12G |
|
3.3 |
|
10/2/2019 |
3.2 |
|
By-laws of the Registrant |
|
10-12G |
|
3.4 |
|
10/2/2019 |
4.1 |
|
Form of Common Stock Certificate of the Registrant |
|
10-K |
|
4.1 |
|
3/30/2020 |
4.2 |
|
Description of Securities Registered under Section 12 of the Exchange Act |
|
10-K |
|
4.2 |
|
3/30/2020 |
10.1 |
|
Unsecured Note Agreement between the Registrant and Jemmett Enterprises, LLC dated December 31, 2018 |
|
10-K |
|
10.3 |
|
3/30/2020 |
10.2 |
|
Stock Repurchase Agreement between the Registrant and Alan Kierman dated September 1, 2019 |
|
10-K |
|
10.4 |
|
3/30/2020 |
10.3# |
|
2019 Equity Incentive Plan |
|
10-K |
|
10.5 |
|
3/30/2020 |
10.3(a)#** |
|
Form of Stock Option Agreement |
|
|
|
|
|
|
10.4# |
|
Employment Agreement between the Registrant and David G. Jemmett dated September 30, 2019 |
|
10-12G |
|
10.2 |
|
10/2/2019 |
10.5# |
|
Employment Agreement between the Registrant and William Santos dated August 13, 2019 |
|
10-12G |
|
10.3 |
|
10/2/2019 |
10.6 |
|
Engagement for Financial Services between the Registrant and Eventus Consulting, P.C. dated November 8, 2019 |
|
10-K |
|
10.8 |
|
3/30/2020 |
10.7 |
|
6% Unsecured Convertible Note by the Registrant payable to Hensley & Company, dated December 23, 2020 |
|
8-K |
|
10.1 |
|
12/29/2020 |
10.8#** |
|
Employment Agreement by and between Bryce Hancock and the Registrant dated December 14, 2020 |
|
|
|
|
|
|
10.9 |
|
Purchase Agreement and 5% Unsecured Convertible Note by the Registrant payable to Neil Stinchcombe dated October 27, 2021 |
|
8-K |
|
10.1 |
|
11/02/2021 |
10.10#** |
|
Employment Agreement by and between Debra L. Smith and the Registrant dated December 31, 2020 |
|
|
|
|
|
|
21.1** |
|
Subsidiaries of the Registrant |
|
|
|
|
|
|
23.1* |
|
Consent of Semple, Marchal & Cooper, LLP |
|
|
|
|
|
|
23.2* |
|
Consent of Baker Tilly Chile Ltda. |
|
|
|
|
|
|
31.1** |
|
Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer |
|
|
|
|
|
|
31.2** |
|
Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer |
|
|
|
|
|
|
31.3* |
|
Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer |
|
|
|
|
|
|
31.4* |
|
Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer |
|
|
|
|
|
|
32.1** |
|
Section 1350 Certification of Principal Executive Officer |
|
|
|
|
|
|
32.2** |
|
Section 1350 Certification of Principal Financial Officer |
|
|
|
|
|
|
*Filed
herewith.
**Filed
with Original Form 10-K.
***Certain
exhibits, annexes, and/or schedules have been omitted from this filing pursuant to Item 601(b)(2)
of Regulation S-K. We agree to furnish supplementally a copy of any omitted exhibit, annex, or schedule to the Securities and Exchange
Commission upon request.
#
Management contracts and compensatory plans and arrangements.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CERBERUS
CYBER SENTINEL CORPORATION
By: |
/s/
David G. Jemmett |
|
Name: |
David
G. Jemmett |
|
Title: |
Chief
Executive Officer (Principal Executive Officer) |
|
Date: |
July
15, 2022 |
|
CISO Global (NASDAQ:CISO)
Historical Stock Chart
From Jun 2024 to Jul 2024
CISO Global (NASDAQ:CISO)
Historical Stock Chart
From Jul 2023 to Jul 2024