via InvestorWire -- Cerberus Cyber Sentinel Corporation (“Cerberus
Sentinel” or the “Company”) (NASDAQ: CISO), an industry leader as a
managed cybersecurity and compliance provider, based in Scottsdale,
Ariz., today announced certain preliminary estimated financial
information as of and for the quarter and fiscal year ended
December 31, 2022.
The preliminary estimated financial information
has been prepared by, and is the responsibility of, the Company’s
management. Semple, Marchal & Cooper, LLP, the Company’s
independent registered public accounting firm, has not audited,
reviewed, compiled or performed any procedures with respect to the
preliminary estimated financial information provided below.
The Company’s preliminary unaudited estimates
for the fourth quarter and fiscal year ended December 31, 2022 are
as follows:
|
● |
$14.7 million in total revenue for the fiscal quarter ended
December 31, 2022, an increase of $8.8 million, or 150%, compared
to total revenue of $5.9 million for the fiscal quarter ended
December 31, 2021. |
|
● |
$46.5 million in total revenue for the fiscal year ended December
31, 2022, an increase of $31.4 million, or 207%, compared to total
revenue of $15.1 million for the fiscal year ended December 31,
2021. |
|
● |
$9.4 million in operating loss for the fiscal quarter ended
December 31, 2022, a decrease of $23.5 million, or 71%, compared to
$32.9 million in operating loss for the fiscal quarter ended
December 31, 2021. |
|
● |
$33.2 million in operating loss for the fiscal year ended December
31, 2022, a decrease of $6.6 million, or 17%, compared to $39.8
million in operating loss for the fiscal year ended December 31,
2021. |
David Jemmett, Chief Executive Officer and
Chairman, stated, “We are very pleased to announce this 2022
preliminary estimated financial information, which reflects our
highest quarterly revenue ever and continues our string of seven
consecutive quarters of record revenues. We believe that this
estimated financial information continues to validate our service
offering and our strategy, enabling us to drive significant revenue
and market penetration. We continue to see growing demand for our
services and expect this to carry on through 2023.”
The Company’s preliminary estimates of these
financial results are based solely on information available to it
as of the date of this press release and are inherently uncertain
and subject to change, including finalizing accounting for the
impact of any adjustments pertaining to business combinations made
during the measurement period. The Company’s actual results remain
subject to the completion of management’s final review and other
closing procedures, as well as the completion of the audit of its
annual consolidated financial statements. These preliminary
estimates are not a comprehensive statement of the Company’s
expected financial results for the quarter and fiscal year ended
December 31, 2022 and should not be viewed as a substitute for full
financial statements prepared in accordance with GAAP. In addition,
these preliminary estimates for the fiscal quarter and year ended
December 31, 2022 are not necessarily indicative of the results to
be achieved in any future period. Accordingly, investors should not
place undue reliance on these preliminary estimated financial
results. The Company’s actual audited consolidated financial
statements and related notes as of and for the fiscal year ended
December 31, 2022, will be reflected in the Company’s consolidated
financial statements for the quarter and year when they are
completed and publicly disclosed.
Note Offering
On March 20, 2023, the Company entered into a
Purchase Agreement with Hensley & Company dba Hensley Beverage
Company (the “Purchaser”) pursuant to which the Company issued and
sold to the Purchaser a $5,000,000 10% Unsecured Convertible Note
(the “Note”) for gross proceeds of $5,000,000 in a private
placement exempt from registration under Section 4(a)(2) of the
Securities Act of 1933, as amended, and Regulation D promulgated
thereunder (the “Note Offering”). The Note, together with accrued
and unpaid interest thereon, is due on March 20, 2025 (the
“Maturity Date”). The Company may not prepay the Note prior to the
Maturity Date without the consent of the Purchaser. The Note will
bear interest at a rate of 10% per annum (based on a 360-day year),
payable monthly. At any time prior to or on the Maturity Date and
subject to certain beneficial ownership limitations, the Purchaser
may convert all or any portion of the outstanding principal amount
of the Note and all accrued and unpaid interest thereon into shares
(the “Conversion Shares”) of common stock, par value $0.00001 per
share, of the Company at a conversion price of $1.20 per share (the
“Conversion Price”). The Conversion Price is adjustable in the
event of any stock split, reverse stock split, recapitalization,
reorganization, or similar event. The Company intends to use the
net proceeds of the Note Offering and its existing cash resources
to repay in full the $5,000,000 4% promissory note issued and sold
to Bell Bank in June 2022.
About Cerberus Sentinel
Cerberus Sentinel is an industry leader as a
managed cybersecurity and compliance provider. The Company is
rapidly expanding by acquiring world-class cybersecurity, secured
managed services, and compliance companies with top-tier talent
that utilize the latest technology to create innovative solutions
to protect the most demanding businesses and government
organizations against continuing and emerging security threats and
compliance obligations.
Safe Harbor Statement
This press 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 preliminary unaudited
estimates for the fourth quarter and fiscal year ended December 31,
2022 for total revenue and operating loss; our belief that this
estimated financial information continues to validate our service
offering and our strategy, enabling us to drive significant revenue
and market penetration; our belief that we continue to see growing
demand for our services and expect this to carry on through 2023;
and our intention to use the net proceeds of the Note Offering and
our existing cash resources to repay in full the $5,000,000 4%
promissory note issued and sold to Bell Bank in June 2022. 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, 2021 and the
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 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.
Public Relations and Corporate
Communications:
IBN (Investor Brand Network)Los Angeles,
Californiawww.InvestorBrandNetwork.com310-299-1717
OfficeEditor@InvestorBrandNetwork.com
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