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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): July 19, 2023
CISO
Global, Inc.
(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 900
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
7.01. Regulation FD Disclosure.
On
July 19, 2023, we issued a press release announcing that we acquired SB Cyber Technologies, LLC, a cybersecurity company that specializes
in identifying, enhancing and applying emerging government and military grade capabilities to critical commercial technical security
challenges.
The
information in this Current Report on Form 8-K is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,
and is not incorporated by reference into any Company filing, whether made before or after the date hereof, except as shall be expressly
set forth by specific reference in such filing and regardless of any general incorporation language in such filing.
Item
9.01. Financial Statements and 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.
|
CISO GLOBAL, INC. |
|
|
|
Date:
July 19, 2023 |
By: |
/s/
Debra L. Smith |
|
|
Debra
L. Smith |
|
|
Chief
Financial Officer |
Exhibit 99.1
NEWS
RELEASE
Public
Relations Contact:
Janet
Brumfield
614.582.9636
janet@idealprplus.com
ideal
PR+ for CISO Global
CISO
Global Acquires Veteran-Owned SB Cyber Technologies
Top
Managed Cybersecurity and Compliance Provider Expands Capabilities with Leading
Endpoint Protection and Response Technology
Scottsdale,
Ariz. July 19, 2023 – CISO Global, Inc. (NASDAQ: CISO), an industry leader as a managed cybersecurity and compliance provider
announced that it has acquired SB Cyber Technologies, LLC, a cybersecurity company that specializes in identifying, enhancing
and applying emerging government and military grade capabilities to critical commercial technical security challenges.
Under
the terms of the agreement, SC Cyber has become a wholly owned subsidiary of CISO Global.
Based
in Chesapeake, Va. and founded by former members of the U.S. intelligence and special operations communities, SB Cyber developed CHECKLIGHT®,
a powerful and proactive Endpoint Detection and Response (EDR) technology that detects potential threats to endpoints, such as laptops
and desktops, on a continuous basis. Speaking to the tool’s efficacy, SB Cyber Technologies CEO Rob Hegedus commented, “With
over 3 million hours of operational run time since inception, CHECKLIGHT has zero instances of sophisticated malware getting through
undetected. Six months into a pilot program for one of the largest self-insured organizations in the United States, it has decreased
cyber breach losses to zero at a cost that provides immediate economic ROI.”
“SB
Cyber enables us to accelerate our strategy to bring additional talent and a powerful leading-edge technology to our customers at a time
when cyber threats are increasingly becoming more prevalent and harder to circumvent,” said David Jemmett, CEO and founder of CISO
Global. “CHECKLIGHT® expands our proprietary capabilities and value proposition to the market, allowing us to deliver
the full spectrum of services required today to be truly cyber resilient.”
CHECKLIGHT®
uses the same cybersecurity software engine used by several federal agencies; it identifies unauthorized processes associated with
fraudulent phishing attacks, hacking, imposter scams, malware, ransomware and viruses.
CEO
of SB Technologies, Rob Hegedus, said of the acquisition, “We created CHECKLIGHT® four years ago to combine the
best in cybersecurity technology and insurance expertise to protect the most vulnerable members of our economic ecosystem. After an extremely
successful initial deployment to our clientele, we continue to collect historical data that unequivocally shows a dramatic decrease not
only in data breaches but also subsequent insurance losses. Now it’s time to expand this capability to a larger audience. We are
excited to join the CISO Global family and bring the unique power of CHECKLIGHT® and its warranty to a worldwide client
base.”
SB
Technologies will continue to be based in Virginia. The intellectual property of CHECKLIGHT® will be added to the growing
portfolio of next generation solutions whose IP is held in CISO Global’s subsidiary, vCISO, LLC.
Since
the company’s inception in 2019, CISO Global has acquired 16 companies to expand its geographic footprint, broaden its solutions
portfolio, and build its talent base to deliver fully managed end-to-end cybersecurity and compliance services to enterprises in the
U.S. and Latin America. The acquisition of SB Cyber Technologies marks its seventeenth acquisition.
About
CISO Global
CISO
Global, Inc/(Nasdaq: CISO) is a leader in delivering managed security and compliance services to enterprise and government clients,
bringing together expert practitioners and thought leaders, proprietary innovations, and tailored solutions that drive cyber resilience.
With a presence throughout the U.S. and Latin America, the Scottsdale, Arizona based company spans geographies, specialties, industries,
regulatory frameworks, and focus areas. CISO Global experts include auditors, risk and compliance specialists, certified forensics experts,
ethical hackers, security engineers, and around-the-clock security analysts. For more information about the company, visit us on LinkedIn,
Twitter or at www.ciso.inc.
Safe
Harbor Statement
This
news 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 expectation that the CEO of SB Cyber Technologies will continue to manage the company’s team of professionals and will work
closely with its leadership; our belief that SB Cyber Technologies expands our technology stack expansion strategy and adds to our SOC/managed
detection and response services; our belief that cybersecurity requires both human and technological capabilities to properly address
the security demands of businesses and organizations; our belief that SB Cyber Technologies is an excellent cultural fit with the CISO
Global family of companies; our belief that we will lead the future revolution of new security services; the belief that SB Cyber Technologies
joining the CISO Global family of companies will result in the ability to deliver a more trusted security experience; and our belief
that creating a strong parent brand in the marketplace is essential while ensuring the new identity matches the global enterprise the
company is actively becoming. 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, 2022 and the Quarterly Report on Form 10-Q
for the quarter ended March 31, 2023. 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.
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