CISO Global Files Significantly Reduced S-3 Shelf Registration

Rhea-AI Summary

CISO Global (NASDAQ: CISO) has announced the filing of a reduced S-3 shelf registration, significantly decreasing the total shelf from $300 million to $100 million. The company has also substantially reduced its At-The-Market (ATM) offering component from $100 million to approximately $10 million.

The renewal follows the company's previous commitment to Nasdaq during a compliance period when it temporarily fell below required stockholders' equity levels. CEO David Jemmett emphasized that while the registration ensures Nasdaq compliance, the company has no immediate plans to utilize the ATM facility.

Positive

• None.

Negative

• Previous non-compliance with Nasdaq stockholders' equity requirements
• Potential future dilution risk if shelf registration is utilized

Reaffirms Commitment to Transparency; No Immediate Plans to Utilize ATM or Shelf Registrations

Scottsdale, AZ, June 27, 2025 (GLOBE NEWSWIRE) -- CISO Global (NASDAQ: CISO), a leader in AI-powered cybersecurity software and compliance services, announced it has filed the renewal of its S-3 shelf registration, reducing the total shelf from $300 million to $100 million. The filing also includes a significant reduction in the At-The-Market (ATM) offering component from $100 million down to approximately $10 million.

This renewal follows through on the company's prior commitment to Nasdaq, made during a previous compliance period when CISO Global temporarily fell below the required levels of stockholders’ equity. The renewal maintains the shelf registration primarily as a contingency measure, aligning with Nasdaq’s guidelines and significantly reducing associated filing fees and costs by renewing the original 2022 registration.

"While this S-3 registration renewal ensures we maintain compliance with Nasdaq requirements, we have no intention of utilizing the ATM facility at this time," said David Jemmett, CEO of CISO Global. "Our primary objective remains the strategic growth of our software and services business, while responsibly managing our financial resources."

The company emphasizes that the shelf registration is purely strategic and underscores its commitment to maintaining strong financial governance.

About CISO Global 

CISO Global, Inc. (NASDAQ: CISO), whose ticker symbol initials are known in the industry as ‘Chief Information Security Officer’, is a cybersecurity company, headquartered in Scottsdale, Arizona who is an industry leader in AI-powered cybersecurity software, managed cybersecurity, and compliance that delivers comprehensive solutions designed to protect organizations from the latest cyber threats. The company protects the most demanding businesses and government organizations against continuing and emerging security threats and ensures their compliance obligations are being met. For more information about the company, visit ciso.inc; see the following link to join the investor relations email alerts.

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 belief that we are an industry leader in proprietary software, managed cybersecurity, and compliance; our current expectation of not utilizing the ATM; we believe that the renewal of the shelf registration was done primarily as a strategic financial contingency measure; we believed the filing of the ATM to be aligned with Nasdaq’s guidelines for us; we believe the renewal filings of the S-3 and the ATM Sales Agreement reduced filing fees and costs; and our belief that we provide comprehensive cybersecurity solutions to our clients. 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. These risks may be 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, 2024. 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.

For Media Inquiries:
Debra Gallington
debra.gallington@ciso.inc
(480) 389-3444

FAQ

What changes did CISO Global make to its S-3 shelf registration in June 2025?

CISO Global reduced its total shelf registration from $300 million to $100 million and decreased its ATM offering component from $100 million to approximately $10 million.

Why did CISO Global (NASDAQ:CISO) renew its shelf registration?

The renewal was made to maintain compliance with Nasdaq requirements following a previous period where the company fell below required stockholders' equity levels.

Does CISO Global plan to use its ATM facility in 2025?

No, CEO David Jemmett explicitly stated the company has no intention of utilizing the ATM facility at this time.

How much did CISO Global reduce its ATM offering by?

CISO Global reduced its ATM offering component by 90%, from $100 million to approximately $10 million.

What is the purpose of CISO Global's shelf registration renewal?

The shelf registration renewal serves as a strategic contingency measure to maintain Nasdaq compliance while reducing associated filing fees and costs.