Current Report Filing (8-k)
December 21 2022 - 5:16PM
Edgar (US Regulatory)
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0001777319
2022-12-21
2022-12-21
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iso4217:USD
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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): December 21, 2022
Cerberus
Cyber Sentinel Corporation
(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 240
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
description of the Certificate of Amendment set forth under Item 5.07 of this Current Report on Form 8-K is incorporated by reference
in this Item 5.03.
The
description of the Certificate of Amendment does not purport to be complete, and such description is qualified in its entirety by reference
to the complete terms of the form of Certificate of Amendment, which is attached as Exhibit 3.3(a) to this Current Report on Form 8-K
and is incorporated by reference herein.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
December 20, 2022, stockholders holding approximately 56.08% of our outstanding common stock executed a written consent (the “Written
Consent”) in lieu of a special meeting of stockholders approving a certificate of amendment of amended and restated certificate
of incorporation to change our name to CISO Global, Inc. (the “Certificate of Amendment”). Pursuant to Rule 14c-2 of the
Exchange Act of 1934, as amended, the Certificate of Amendment may not become effective until at least 20 calendar days following the
date on which an information statement informing stockholders of the Written Consent is first mailed to our stockholders of record.
Item
9.01. Financial Statements and Exhibits.
(d)
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 |
|
|
Date:
December 21, 2022 |
By: |
/s/
Debra L. Smith |
|
|
Debra L. Smith |
|
|
Chief Financial Officer |
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