NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Unless
otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our,” and “our
company” refer to CISO Global, Inc., a Delaware corporation and its wholly owned subsidiaries. Unless otherwise specified, all
dollar amounts are expressed in United States dollars.
NOTE
1 – ORGANIZATION OF BUSINESS AND GOING CONCERN
Description
of the Business
We
are a cybersecurity and compliance company comprised of highly trained and seasoned security professionals who work with clients to
improve their cybersecurity posture. We provide a full range of cybersecurity consulting and related services, encompassing strategy
and risk, cyber defense operations, architecture and engineering, and readiness and resiliency. Our services include secured managed
services, compliance services, security operations center (“SOC”) services, virtual Chief Information Security Officer
(“vCISO”) services, incident response, digital forensics, technical assessments, and cybersecurity training. We believe
that culture is the foundation of every successful cybersecurity and compliance program. To deliver that outcome, we deliver a
holistic solution that provides these services in a unified way from a dedicated team of subject matter experts. In contrast to the
majority of cybersecurity firms that are focused on a specific technology or service, we seek to differentiate ourselves by
remaining technology agnostic, focusing on aggregating teams of highly sought-after practitioners. We continually seek to identify
and acquire cybersecurity talent to expand our service scope and geographical coverage to provide the best possible service for our
clients. We believe that bringing together a world-class team of technological experts with multi-faceted expertise in the critical
aspects of cybersecurity is key to providing technology to our clients in a business environment that are experiencing challenges
attracting and retaining cybersecurity talent, thereby setting us apart from competitors and in-house security teams. Our goal is to
create a culture of security and to help quantify, define, and capture a return on investment from information technology and
cybersecurity spending. Our brand rallies around the battle cry: “Cyber security is a Culture, not a
Product.”
Basis
of Presentation
Our
financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”)
and include our accounts and the accounts of our subsidiaries. All material intercompany accounts and transactions have been eliminated.
Our
interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the
fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected
for any subsequent period or for the year ending December 31, 2023. These unaudited condensed consolidated financial statements and related
notes should be read in conjunction with our audited financial statements for the year ended December 31, 2022.
Going
Concern
The
accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of business. For the three months ended March 31, 2023, we
incurred a net loss of $34,841,689 and had negative cash flows from operations of $2,110,872. At March 31, 2023, we had total current
assets of $15,064,867 and total current liabilities of $21,657,003, resulting in a working capital deficit of $6,592,136. At March 31,
2023, we had cash and cash equivalents of $3,823,735.
Based
on our current business plan, we believe our cash balance as of the date of this filing, together with anticipated revenues, will be
sufficient to meet our anticipated cash requirement for the near term. However, there can be no assurance that the current business plan
will be achievable. Such conditions raise substantial doubts about our ability to continue as a going concern for one year from the date
the unaudited condensed consolidated financial statements are issued.
Our
existence is dependent upon our ability to develop profitable operations. We are devoting substantially all of our efforts to developing
our business, reducing overhead costs, and raising capital, although there can be no assurance that our efforts will be successful. No
assurance can be given that our actions will result in profitable operations or the resolution of liquidity problems. The accompanying
unaudited condensed consolidated financial statements do not include any adjustments that might result should we be unable to continue
as a going concern.
In
order to improve our liquidity, in addition to a planned reduction in overhead costs, we are actively pursuing additional debt and/or
equity financing through discussions with investment bankers and private investors. There can be no assurance that we will be successful
in our efforts to secure additional financing.
The
unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and the
amount or classification of liabilities that might be necessary should we be unable to continue as a going concern.
Reclassifications
Reclassifications
of certain immaterial prior period amounts have been made to conform to the current period presentation.
Use
of Estimates
GAAP
requires management to make estimates and assumptions that affect the reported amounts in our unaudited condensed consolidated financial
statements. We periodically evaluate our estimates and adjust prospectively, if necessary. We believe our estimates and assumptions are
reasonable; however, actual results could materially differ.
We
believe the critical accounting policies discussed below affects our more significant judgments and estimates used in the preparation
of the accompanying unaudited condensed consolidated financial statements. Significant estimates include the allowance for doubtful accounts,
the carrying value of intangible assets and goodwill, deferred tax asset and valuation allowance, the estimated fair value of assets
acquired, liabilities assumed and stock issued in business combinations, and assumptions used in the Black-Scholes option pricing model,
such as expected volatility, risk-free interest rate, share price, and expected dividend rate.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue
Our
revenue is derived from two major types of services to clients: security managed services and professional services. With respect to
security managed services, we provide culture education and enablement, tools and technology provisioning, data and privacy monitoring,
regulations and compliance monitoring, remote infrastructure administration, and cybersecurity services, including, but not limited to,
antivirus and patch management. With respect to professional services, we provide cybersecurity consulting, compliance auditing, vulnerability
assessment and penetration testing, and disaster recovery and data backup solutions.
Our
revenue is categorized and disaggregated as reflected in our unaudited condensed consolidated statement of operations as follows:
Security
Managed Services
Security
managed services revenue primarily consists of compliance, security managed services, SOC managed services, and vCISO. We considered
these services to be a single performance obligation, and revenue is recognized as services and materials are provided to the customer.
Professional
Services
Professional
services revenue primarily consists of technical assessments, incident response and forensics, training, and other cybersecurity services.
We considered these services to be a single performance obligation, and revenue is recognized in the period in which the performance
obligations are satisfied.
Accounts
Receivable
Accounts
receivable are reported at their outstanding unpaid principal balances, net of allowances for doubtful accounts. We periodically assess
our accounts and other receivables for collectability on a specific identification basis. We provide for allowances for doubtful receivables
based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate.
Payments are generally due within 30 days of invoice. We write off accounts receivable against the allowance for doubtful accounts when
a balance is determined to be uncollectible. As of March 31, 2023 and December 31, 2022, our allowance for doubtful accounts was $199,945
and $270,011, respectively.
Inventory
Inventory
consists of computer equipment for sale to customers. Inventory is measured using the first-in, first-out method
and stated at lower of cost or net realizable value as of March 31, 2023 and December 31, 2022. The value of inventories is reduced for
excess and obsolete inventories. We monitor inventory to identify events that would require impairment due to obsolete inventory and
adjust the value of inventory when required. We recorded no inventory impairment losses for the three months ended March 31, 2023 and
2022.
Net
Loss per Common Share
Net
loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.
For dilutive securities, all outstanding options are considered potentially outstanding common stock. The dilutive effect, if any, of
stock options is calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning
of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents
is anti-dilutive with respect to losses, the options and shares issuable upon conversion thereof have been excluded from our computation
of net loss per common share for the three months ended March 31, 2023 and 2022.
The
following tables summarize the securities that were excluded from the diluted per share calculation because the effect of including these
potential shares was antidilutive due to our net loss position even though the exercise price could be less than the average market price
of the common shares:
SUMMARY
OF SECURITIES EXCLUDED FROM DILUTED PER SHARE
| |
March 31, 2023 | | |
December 31, 2022 | |
Stock options | |
| 32,265,543 | | |
| 36,397,521 | |
Warrant | |
| 144,200 | | |
| 144,200 | |
Convertible debt | |
| 4,497,385 | | |
| 430,718 | |
Total | |
| 36,907,128 | | |
| 36,972,439 | |
Deferred
Revenue
Deferred
revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the services provided
to our customers or annual licenses and is recognized as services are performed or ratably over the life of the license. We generally
invoice customers in advance or in milestone-based installments. Deferred revenue of $1,709,844 was recognized as revenue for the three
months ended March 31, 2023, which was included in the deferred revenue balance as of December 31, 2022. As of March 31, 2023, deferred
revenue is expected to be recognized during the succeeding 12-month period and is therefore presented as current.
Deferred
revenue consisted of the following:
SCHEDULE
OF DEFERRED REVENUE
| |
March 31, 2023 | | |
December 31, 2022 | |
Security managed services | |
$ | 3,204,553 | | |
$ | 3,609,087 | |
Professional services | |
| 934,960 | | |
| 863,053 | |
Total deferred revenue | |
$ | 4,139,513 | | |
$ | 4,472,140 | |
Income
Taxes
Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities, including tax
loss and credit carry forwards, are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.
We
utilize ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the unaudited condensed consolidated financial statements or tax returns. We account
for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and
the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely than
not” that a deferred tax asset will not be realized. At March 31, 2023, our net deferred tax asset has been
fully reserved due to our current period impairment, we expect to be in a net deferred tax asset position in Chile, and a valuation
allowance has been recorded for this jurisdiction during the current period.
For
uncertain tax positions that meet a “more likely than not” threshold, we recognize the benefit of uncertain tax positions
in the unaudited condensed consolidated financial statements. Our practice is to recognize interest and penalties, if any, related to
uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when a determination is
made that such expense is likely.
NOTE
3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid
expenses and other current assets consisted of:
SCHEDULE
OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
| |
March 31,
2023 | | |
December 31, 2022 | |
Prepaid expenses | |
$ | 1,137,213 | | |
$ | 987,651 | |
Prepaid taxes | |
| 1,036,618 | | |
| 572,645 | |
Prepaid insurance | |
| 85,686 | | |
| 164,354 | |
Total prepaid expenses and other current assets | |
$ | 2,259,517 | | |
$ | 1,724,650 | |
NOTE
4 – PROPERTY AND EQUIPMENT
Property
and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| |
March 31,
2023 | | |
December 31, 2022 | |
Computer equipment | |
$ | 1,353,901 | | |
$ | 1,264,713 | |
Building | |
| 1,910,137 | | |
| 1,776,040 | |
Leasehold improvements | |
| 580,871 | | |
| 541,647 | |
Vehicles | |
| 37,273 | | |
| 28,229 | |
Furniture and fixtures | |
| 155,286 | | |
| 151,142 | |
Software | |
| 1,830,191 | | |
| 1,667,283 | |
Property and equipment
gross | |
| 5,867,659 | | |
| 5,429,054 | |
Less: accumulated depreciation | |
| (1,127,589 | ) | |
| (748,559 | ) |
Property and equipment, net | |
$ | 4,740,070 | | |
$ | 4,680,495 | |
Total
depreciation expense was $305,705 and $154,074 for the three months ended March 31, 2023 and 2022, respectively.
NOTE
5 – INTANGIBLE ASSETS AND GOODWILL
Goodwill
During
the quarterly period ended March 31, 2023, our share price reduction was determined to be an indicator of impairment under ASC 350
of our two reporting units, United States and Latin America. We performed an ongoing assessment to consider whether events or
circumstances had occurred that could more likely than not reduce the fair value of a reporting unit below its carrying value. The
valuation limitation from our recent share price decline caused us to perform an interim goodwill impairment test as of March 31,
2023.
Based
on the results of this testing, we recorded an $15,445,981 and $4,753,387 pre-tax non-cash impairment charge related to the United States reporting
unit and Latin America reporting unit, respectively, for the three-months ended March 31, 2023. This charge is recorded as Impairment
of goodwill on the Consolidated Statements of Operations and Comprehensive Loss. The overall enterprise fair value was limited by the
recent decline in our share price. The reduction in fair value for the reporting units, and corresponding impairment charge, was primarily
driven by increase in the discount rate arising from higher equity premiums that reflect significant uncertainty surrounding our company
and a decrease in forecasted near-term cashflows of our reporting units.
As
part of our quantitative testing process for goodwill of the reporting
units, we estimated fair values using a revenue multiple analysis, a form of the income approach, from the perspective of a market participant.
Significant assumptions used in the revenue multiple approach are revenue growth rates and revenue multiples of key comparable companies
within our industry. The terminal business value is determined by applying the long-term growth rate to the latest year for which a forecast
exists.
The
following table summarizes the changes in goodwill during the three months ended March 31, 2023:
SCHEDULE OF CHANGES IN GOODWILL
Balance December 31, 2022 | |
$ | 76,664,017 | |
Impairment | |
| (20,199,368 | ) |
Foreign currency translation adjustment | |
| 2,027,305 | |
Ending balance, March 31, 2023 | |
$ | 58,491,954 | |
The
remaining balance of goodwill for the reporting units continue to be at risk for future impairment. There continues to be uncertainty
surrounding the factors impacting our business, and a sustained downturn, significantly extended recovery or a change in long-term revenue
growth or profitability for our reporting units could increase the likelihood of an additional future impairment. Additionally, changes
in market participant assumptions or further share price reductions could increase the likelihood
of further future impairment.
Intangible
Assets
We
performed an interim impairment test of our intangible assets based upon the conditions that precipitated the interim goodwill impairment
test described above.
Based
on the results of this testing, we recorded pre-tax non-cash impairment charges totaling $3,116,039 for the three months ended March
31, 2023, related to our customer base, intellectual property, tradenames-trademarks and non-compete, which is included in the net carry amount of intangibles in the table below. These charges were recorded in
Selling, general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Loss.
Fair
values used in testing for potential impairment of our intangible assets are calculated using a discounted cash flows method by applying
estimated cash flows from our forecasted revenue and expenses of the business that utilize those assets. The assumed cash flows from
this calculation are discounted at a rate based on a market participant discount rate.
There
is uncertainty surrounding the revenue growth factors for these assets and a change in the long-term revenue growth rate or increase
in the discount rate assumption could increase the likelihood of a future impairment.
Following
the recognition of the impairment losses, the affected assets had an aggregate carrying value of $576,001 as of March 31, 2023.
Intangible
assets, net are summarized as follows:
SUMMARY
OF IDENTIFIABLE INTANGIBLE ASSETS
| |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net Carrying Amount | |
| |
March 31, 2023 | |
| |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net Carrying Amount | |
Tradenames – trademarks | |
$ | 4,095,754 | | |
$ | (1,584,604 | ) | |
$ | 2,511,150 | |
Customer base | |
| 1,157,163 | | |
| (603,461 | ) | |
| 553,702 | |
Non-compete agreements | |
| 707,835 | | |
| (521,316 | ) | |
| 186,519 | |
Intellectual property/technology | |
| 2,329,507 | | |
| (750,715 | ) | |
| 1,578,792 | |
Intangible Asset | |
$ | 8,290,259 | | |
$ | (3,460,096 | ) | |
$ | 4,830,163 | |
| |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net Carrying Amount | |
| |
December 31, 2022 | |
| |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net Carrying Amount | |
Tradenames – trademarks | |
$ | 4,744,409 | | |
$ | (1,167,476 | ) | |
$ | 3,576,933 | |
Customer base | |
| 2,949,143 | | |
| (449,565 | ) | |
| 2,499,578 | |
Non-compete agreements | |
| 796,583 | | |
| (436,611 | ) | |
| 359,972 | |
Intellectual property/technology | |
| 2,659,391 | | |
| (620,645 | ) | |
| 2,038,746 | |
Intangible Asset | |
$ | 11,149,526 | | |
$ | (2,674,297 | ) | |
$ | 8,475,229 | |
The
weighted average remaining useful life of identifiable amortizable intangible assets remaining is 3.49 years as of March 31, 2023.
Amortization
of identifiable intangible assets for the three months ended March 31, 2023 and 2022 was $747,172 and $304,914, respectively.
Based
on the balance of intangible assets at March 31, 2023, expected future amortization expense is as follows:
SCHEDULE OF FUTURE AMORTIZATION EXPENSE
| |
| | |
2023 (remainder of) | |
$ | 1,302,853 | |
2024 | |
| 1,240,000 | |
2025 | |
| 1,043,231 | |
2026 | |
| 964,336 | |
2027 | |
| 279,743 | |
Future
Amortization Expense | |
$ | 4,830,163 | |
NOTE
6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts
payable and accrued expenses consisted of the following amounts:
SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| |
March 31, 2023 | | |
December 31, 2022 | |
Accounts payable | |
$ | 6,725,778 | | |
$ | 5,267,492 | |
Accrued payroll and bonuses | |
| 1,839,065 | | |
| 1,274,919 | |
Accrued expenses | |
| 1,874,543 | | |
| 1,296,382 | |
Accrued commissions | |
| 105,149 | | |
| 305,768 | |
Accrued interest | |
| 210,914 | | |
| 165,776 | |
Total accounts payable and accrued expenses | |
$ | 10,755,449 | | |
$ | 8,310,337 | |
Note
7 – RELATED PARTY TRANSACTIONS
Independent
Consulting Agreement with Stephen Scott
In
August 2020, we entered into an Independent Consulting Agreement with Stephen Scott, a director of our company, with respect to advisory
and consulting services relating to our strategic and business development and sales and marketing. Mr. Scott receives a consulting fee
of $11,500 per month for such services. During the three months ended March 31, 2023 and 2022, we paid consulting fees to Mr. Scott in
the amount of $34,500 and $34,500, respectively.
Managed
Services Agreement with Hensley Beverage Company – Related Party
In
July 2021, we entered into a 1-year Managed Services Agreement with Hensley Beverage Company to provide secured managed services. We
also may be engaged by Hensley Beverage Company from time to time to provide other related services outside the scope of the Managed
Services Agreement. While the agreement provides for a term through December 31, 2021, the agreement will continue until terminated by
either party. For the three months ended March 31, 2023 and 2022, we received $212,006 and $166,388, respectively, from Hensley Beverage
Company for contracted services, and had an outstanding receivable balance of $145,627 and $15,737 as of March 31, 2023 and 2022, respectively.
Andy McCain, a director of our company, is President and Chief Operating Officer of Hensley & Company, the parent company of Hensley
Beverage Company.
Convertible
Note Payable with Hensley & Company
In
March 2023, we issued an unsecured convertible note to Hensley & Company in the principal amount of $5,000,000 bearing an interest
rate of 10.00% per annum. The principal amount, together with accrued and unpaid interest is due on March 20, 2025. At any time prior
to or on the maturity date, Hensley & Company is permitted to convert all or any portion of the outstanding principal amount and
all accrued but unpaid interest thereon into shares of our common stock at a conversion price of $1.20 per share. During the quarter
ended March 31, 2023, we recorded accrued interest of $13,888. Mr. McCain, a director of our company, is President and Chief Operating
Officer of Hensley & Company.
Note 8 – STOCKHOLDERS’ EQUITY
Options
We
granted stock options vesting solely upon the continued service of the recipient. We recognize the accounting grant date fair value of
equity-based awards as compensation expense over the required service period of each award.
The
following table summarizes stock option activity:
SCHEDULE
OF STOCK OPTIONS ACTIVITY
| |
Shares | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Life (in
years) | | |
Aggregate Intrinsic Value | |
Outstanding at January 1, 2023 | |
| 36,397,521 | | |
$ | 2.45 | | |
| - | | |
| - | |
Granted | |
| - | | |
| - | | |
| - | | |
| - | |
Exercised | |
| (1,040,817 | ) | |
| 0.48 | | |
| - | | |
| - | |
Expired or cancelled | |
| (3,091,161 | ) | |
| 3.26 | | |
| - | | |
| - | |
Outstanding at March 31, 2023 | |
| 32,265,543 | | |
$ | 2.43 | | |
| 5.12 | | |
$ | 38,249,342 | |
Exercisable at March 31, 2023 | |
| 20,869,071 | | |
$ | 1.69 | | |
| 3.62 | | |
$ | 35,143,051 | |
Total
compensation expense related to the options was $5,272,059 and $4,687,093 for the three months ended March 31, 2023 and 2022, respectively.
As of March 31, 2023, there was future compensation expense of $39,593,463 with a weighted average recognition period of 2.19 years related
to the options.
Warrant
Activity Summary
The
following table summarizes warrant activity:
SCHEDULE
OF STOCK WARRANT ACTIVITY
| |
Shares | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Life (in years) | | |
Aggregate Intrinsic Value | |
Outstanding at January 1, 2023 | |
| 144,200 | | |
$ | 5.00 | | |
| 4.06 | | |
| - | |
Granted | |
| - | | |
| - | | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | | |
| - | | |
| - | |
Expired or cancelled | |
| - | | |
| - | | |
| - | | |
| - | |
Outstanding at March 31, 2023 | |
| 144,200 | | |
$ | 5.00 | | |
| 3.76 | | |
$ | - | |
Exercisable at March 31, 2023 | |
| 144,200 | | |
$ | 5.00 | | |
| 3.76 | | |
$ | - | |
NOTE
9 – COMMITMENTS AND CONTINGENCIES
Legal
Claims
There
are no material pending legal proceedings in which we or any of our subsidiaries are a party or in which any of our directors, officers
or affiliates, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party
adverse to us or has a material interest adverse to us.
Indirect
Taxes
We
are subject to indirect taxation in some, but not all, of the various states and foreign jurisdictions in which we conduct business.
Laws and regulations attempting to subject commerce conducted over the Internet to various indirect taxes are becoming more prevalent,
both in the U.S. and internationally, and may impose additional burdens on us in the future. Increased regulation could negatively affect
our business directly, as well as the business of our customers. Taxing authorities may impose indirect taxes on the Internet-related
revenue we generated based on regulations currently being applied to similar, but not directly comparable industries. There are many
transactions and calculations where the ultimate indirect tax determination is uncertain. In addition, domestic and international indirect
taxation laws are complex and subject to change. We may be audited in the future, which could result in changes to our indirect tax estimates.
We continually evaluate those jurisdictions in which nexus exists, and believe we maintain adequate indirect tax accruals.
As
of March 31, 2023 and December 31, 2022, our accrual for estimated indirect tax liabilities was $202,529 and $409,187, respectively,
reflecting our best estimate of the potential liability based on an analysis of our business activities, revenues subject to indirect
taxes, and applicable regulations. Although we believe our indirect tax estimates and associated liabilities are reasonable, the final
determination of indirect tax audits, litigation, or settlements could be materially different than the amounts established for indirect
tax contingencies.
NOTE
10 – LOANS PAYABLE AND LINES OF CREDIT
Loans
Payable
Loans
payable was as follows:
SCHEDULE
OF LOAN PAYABLE
| |
Interest Rate | |
Maturities | | |
March 31, 2023 | | |
December 31, 2022 | |
| |
| |
| | |
| | |
| |
Term loans (US dollar denominated) | |
5.00% – 155.11 | % |
| 2023 - 2027 | | |
$ | 2,214,841 | | |
$ | 5,461,520 | |
Term loans (Chilean peso denominated) | |
3.48% - 7.14 | % |
| 2023 - 2029 | | |
| 6,421,936 | | |
| 6,541,113 | |
| |
| |
| | | |
| 8,636,777 | | |
| 12,002,633 | |
Less, current portion | |
| |
| | | |
| (4,517,971 | ) | |
| (7,758,831 | ) |
Long term loans payable | |
| |
| | | |
$ | 4,118,806 | | |
$ | 4,243,802 | |
In
June 2022, we entered into a bridge loan, secured by substantially all of our assets, in the principal amount of $5,000,000 bearing an
interest rate of 4.00% per annum payable monthly with a maturity date of December 14, 2022, which was extended to March 14, 2023. We
did not repay this bridge loan on the maturity date, which resulted in an event of default under the terms thereof. As a result, the
interest rate applicable to amounts due under this bridge loan increased from 4.00% to 7.50%. This bridge loan was repaid in full on
March 20, 2023. We recorded interest expense of $116,667 during the three months ended March 31, 2023.
Various
subsidiaries in the United States are borrowers under certain term loans. These term loans require monthly principal and interest payments.
These term loans are secured by various assets owned by our subsidiaries. We recorded aggregate interest expense on these term loans
of $6,222 for the three months ended March 31, 2023. Accrued interest as of March 31, 2023 was zero. The aggregate effective interest
rate of the term loans is 10.80%.
Our
Latin America subsidiaries are the borrowers under certain term loans denominated in Chilean Pesos. These term loans require monthly
principal and interest payments. These term loans are secured by various assets owned by our subsidiaries. We recorded aggregate interest
expense on these term loans of $135,916 for the three months ended March 31, 2023. Accrued interest as of March 31, 2023 was zero. The
aggregate effective interest rate of the term loans is 10.90%.
In
March 2023, we entered into a Cash Advance Agreement, pursuant to which we received gross proceeds of $2,000,000 and paid $87,500 in
upfront fees. The terms of the Cash Advance Agreement calls for us to remit aggregate weekly payments of $99,398 until such time as we
have repaid $2,870,000. The effective interest rate of the Cash Advance Agreement is 155.11%. This Cash Advance Agreement is secured
by the accounts receivable of CISO Global Inc. and our wholly-owned subsidiaries, Talatek, LLC and True Digital Security, Inc. We recorded
interest expense of $86,528 for the three months ended March 31, 2023.
Convertible
Notes Payable
In
October 2021, we issued a convertible note to Neil Stinchcombe in the principal amount of $1,500,000 bearing an interest rate of 5.00%
per annum payable at maturity with a maturity date of January 27, 2022, with a conversion price of $5.00 per share. On March 10, 2022,
we entered into an amendment to the note pursuant to which the maturity date was extended to October 27, 2022. In March 2023, we entered
into a letter agreement with Neil Stinchcombe to resolve certain payment terms of his convertible note. We agreed to repay the principal
amount of the note in three equal installments of $500,000 on each of March 31, April 28, and May 31, 2023, with accrued interest to
be paid on May 31, 2023. The outstanding principal of this note was $1,000,000 at March 31, 2023. At March 31, 2023 and December 31,
2022, we had accrued interest of $137,757 and $119,007, respectively, with respect to this note. We recorded interest expense of $18,750
and $18,493 during the three months ended March 31, 2023 and 2022, respectively.
In
June 2022, we issued an unsecured convertible note in the principal amount of $1,000,000 bearing an interest rate of 5.00% per annum
payable monthly with a maturity date of June 2023, with a conversion price of $7.83 per share. The outstanding principal of this note
can be redeemed at any time by us or at maturity at 105%. At March 31, 2023, we recorded interest expense of $12,500, and as of March
31, 2023, we recorded accrued interest of $41,667.
In
March 2023, we issued an unsecured convertible note to Hensley & Company in the principal amount of $5,000,000 bearing an interest
rate of 10.00% per annum. The principal amount, together with accrued and unpaid interest is due on March 20, 2025. At any time prior
to or on the maturity date, Hensley & Company is permitted to convert all or any portion of the outstanding principal amount and
all accrued but unpaid interest thereon into shares of our common stock at a conversion price of $1.20 per share. During the quarter
ended March 31, 2023, we recorded accrued interest of $13,888. Mr. McCain, a director of our company, is President and Chief Operating
Officer of Hensley & Company.
Future
minimum payments under the above loans payable and convertible notes payable due as of March 31, 2023 were as follows:
SCHEDULE
OF FUTURE MINIMUM PAYMENTS FOR LONG TERM DEBT
| |
| |
2023 (remainder of) | |
$ | 6,165,617 | |
2024 | |
| 1,679,548 | |
2025 | |
| 6,346,031 | |
2026 | |
| 596,496 | |
2027 | |
| 328,864 | |
Thereafter | |
| 654,596 | |
Total future minimum payments | |
| 15,771,152 | |
Less: discount | |
| (84,375 | ) |
Total | |
| 15,686,777 | |
Less: current | |
| (6,567,971 | ) |
Long
term debt, net of current portion | |
$ | 9,118,806 | |
NOTE
11 – LEASES
We
have entered into various non-cancellable operating lease agreements for certain offices. These leases currently have lease periods expiring
between 2023 and 2028. The lease agreements may include one or more options to renew. Renewals were not assumed in our determination
of the lease term unless the renewals were deemed to be reasonably assured at lease commencement. Our lease agreements do not contain
any material residual value guarantees or material restrictive covenants. The components of lease costs, weighted-average lease term,
and discount rates are detailed below.
When
measuring lease liabilities for leases that were classified as operating leases, we discounted lease payments using our estimated incremental
borrowing rate at commencement date of each lease. The weighted average incremental borrowing rate applied was 9.78%. As of March 31,
2023, our leases had a remaining weighted average term of 4.34 years.
Operating
leases are included in the unaudited condensed consolidated balance sheets as follows:
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENT LEASE INFORMATION
| |
Classification | |
March 31, 2023 | | |
December 31, 2022 | |
Lease assets | |
| |
| | | |
| | |
Operating lease cost ROU assets | |
Assets | |
$ | 961,037 | | |
$ | 255,687 | |
Total lease assets | |
| |
$ | 961,037 | | |
$ | 255,687 | |
| |
| |
| | | |
| | |
Lease liabilities | |
| |
| | | |
| | |
Operating lease liabilities, current | |
Current liabilities | |
$ | 194,070 | | |
$ | 121,731 | |
Operating lease liabilities, non-current | |
Liabilities | |
| 788,359 | | |
| 159,205 | |
Total lease liabilities | |
| |
$ | 982,429 | | |
$ | 280,936 | |
The
components of lease costs, which are included in income from operations in our unaudited condensed consolidated statements of operations,
were as follows:
SCHEDULE
OF LEASE COST
| |
2023 | | |
2022 | |
| |
Three Months Ended March 31, | |
| |
2023 | | |
2022 | |
Leases costs | |
| | | |
| | |
Operating lease costs | |
$ | 35,714 | | |
$ | 158,041 | |
Short term lease cost | |
| 30,054 | | |
| - | |
Total lease costs | |
$ | 65,768 | | |
$ | 158,041 | |
Future
minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended
March 31, 2023 were as follows:
SCHEDULE
OF FUTURE MINIMUM UNDER NON-CANCELLABLE LEASES FOR OPERATING LEASES
| |
| |
Fiscal Year | |
Operating Leases | |
2023 (remainder of) | |
$ | 234,924 | |
2024 | |
| 294,383 | |
2025 | |
| 252,513 | |
2026 | |
| 199,177 | |
2027 | |
| 205,145 | |
Thereafter | |
| 51,661 | |
Total future minimum lease payments | |
| 1,237,803 | |
Amount representing interest | |
| (255,374 | ) |
Present value of net future minimum lease payments | |
$ | 982,429 | |
NOTE
12 – CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
Our
financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Although we deposit cash
with multiple banks, these deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided
on such deposits. These deposits may generally be redeemed upon demand and bear minimal risk.
No
single customer represented over 10% of our total revenue for any period presented.
NOTE
13 – GEOGRAPHIC INFORMATION
Revenue
by geography is based on the customer’s billing address and was as follows:
SCHEDULE
OF REVENUE BY GEOGRAPHY IS BASED ON CUSTOMERS BILLING ADDRESS
| |
March 31, 2023 | | |
March 31, 2022 | |
| |
| | |
| |
U.S. | |
$ | 8,600,864 | | |
$ | 8,406,230 | |
Chile | |
| 4,891,318 | | |
| 923,180 | |
All other countries | |
| 234,499 | | |
| - | |
Revenue | |
$ | 13,726,681 | | |
$ | 9,329,410 | |
Property
and equipment, net by geography was as follows:
SCHEDULE
OF PROPERTY AND EQUIPMENT, NET BY GEOGRAPHIC AREAS
| |
March
31, 2023 | | |
December 31, 2022 | |
| |
| | |
| |
U.S. | |
$ | 1,184,847 | | |
$ | 1,198,057 | |
Chile | |
| 3,554,089 | | |
| 3,480,911 | |
All other countries | |
| 1,134 | | |
| 1,527 | |
Property and equipment
net | |
$ | 4,740,070 | | |
$ | 4,680,495 | |
No
other international country represented more than 10% of property and equipment, net in any period presented.
NOTE
14 – ACCUMULATED OTHER COMPREHENSIVE INCOME
The
following table presents AOCI activity in equity:
SCHEDULE
OF ACCUMULATED OTHER COMPREHENSIVE INCOME
| |
Foreign Currency
Translation
Adjustments | | |
Total AOCI | |
| |
| | |
| |
Balance as of December 31, 2022 | |
$ | 1,062,247 | | |
$ | 1,062,247 | |
Other comprehensive income | |
| 2,036,962 | | |
| 2,036,962 | |
Amounts reclassified from AOCI | |
| - | | |
| - | |
Balance as of March 31, 2023 | |
$ | 3,099,209 | | |
$ | 3,099,209 | |