Item
1.01. Entry into a Material Definitive Agreement.
On
May 16, 2023, CISO Global, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell
and issue to the Purchasers an aggregate of 20,000,000 shares (the “Shares”) of the Company’s common stock, par
value $0.00001 per share (the “Common Stock”), in a registered direct offering (the “Offering”) at an
offering price of $0.20 per share. The Offering is expected to close on or about May 19, 2023, subject to satisfaction of customary
closing conditions.
The
gross proceeds of the Offering will be approximately $4.0 million, before deducting placement agent fees and expenses, and offering
expenses payable by the Company. The Company intends to use the net proceeds from the Offering to repay $2.0 million
in outstanding principal amount of short-term indebtedness incurred in March 2023, and for general corporate purposes, which
may include working capital, capital expenditures, research and development expenditures, acquisitions of additional companies or
technologies, and investments.
The
Shares are being offered pursuant to the Company’s effective registration statement on Form S-3 and accompanying base prospectus
(File No. 333-265574), previously filed with and declared effective by the Securities and Exchange Commission.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification
obligations of the Company and the Purchasers, other obligations of the parties and termination provisions. The representations, warranties
and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
In
connection with the Offering, the Company entered into a placement agency agreement dated May 16, 2023 (the “Placement Agency Agreement”),
with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”) pursuant to which the Company agreed to pay the Placement Agent
a cash fee equal to 6.0% of the gross proceeds of the Offering and $60,000 for out-of-pocket expenses for legal fees and other
expenses. Additionally, the Company agreed to issue to the Placement Agent warrants to purchase up to an aggregate of 600,000 shares
of Common Stock, equal to 3.0% of the aggregate number of Shares to be sold in the Offering (the “Placement Agent Warrants”).
The Placement Agent Warrants are exercisable beginning November 12, 2023, expire on May 16, 2028 and have an exercise price of
$0.25 per share (equal to 125% of the offering price per Share).
The
foregoing descriptions of the Purchase Agreement, the Placement Agency Agreement and the Placement Agent Warrants are not complete and
are qualified in their entireties by reference to the full text of the form of Purchase Agreement, the Placement Agency Agreement and
the form of Placement Agent Warrant, copies of which are filed as Exhibits 10.1, 10.2, and 4.1, respectively, to this Current Report
on Form 8-K and are incorporated by reference herein. A copy of the legal opinion of Lowenstein Sandler LLP relating to the legality
of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.