Ciso Global SEC Filings

CISO Global filed a 424(b)(3) prospectus registering up to 39,062,500 shares of common stock for resale by B. Riley Principal Capital, issuable upon conversion of 15,625 shares of Series B Preferred Stock under a Preferred Equity Purchase Agreement dated September 24, 2025.

The company will not receive proceeds from the resale. It may receive up to $15.0 million in gross proceeds from sales of Series B Preferred to B. Riley, at the company’s discretion over an 18‑month period, including an initial $2.3 million purchase and subsequent $100,000 increments (up to $500,000 weekly, subject to conditions). Conversions are subject to a $0.40 Minimum Conversion Price, a 9.99% Beneficial Ownership Limitation, and a Nasdaq 19.99% Exchange Cap without stockholder approval.

As context, 34,525,134 shares were outstanding as of October 16, 2025. Because B. Riley is affiliated with the placement agent B. Riley Securities, a qualified independent underwriter (Seaport Global Securities) participated pursuant to FINRA Rule 5121. The Nasdaq last reported price was $1.22 on October 20, 2025.

CISO Global, Inc. set its Annual Meeting for December 10, 2025 to vote on six proposals, including director elections and auditor ratification.

Key items seek approval to add 10,000,000 shares to the 2023 Equity Incentive Plan; authorize, for Nasdaq Listing Rule 5635(d) compliance, the issuance of common shares upon conversion of Series B Preferred Stock issuable to B. Riley Principal Capital, LLC; and amend the Charter to raise authorized common stock from 300,000,000 to 1,300,000,000 shares. An adjournment proposal is also included.

Stockholders of record on November 7, 2025 may vote. 44,046,343 shares of common stock were outstanding on that date. The Board recommends voting “FOR” all proposals.

CISO Global, Inc. called an Annual Meeting for December 10, 2025 to vote on six proposals, including governance and capital structure items.

Stockholders will vote to elect five directors and to ratify Semple, Marchal & Cooper, LLP as independent auditor for 2025. The company seeks to amend its 2023 Equity Incentive Plan to add 10,000,000 shares for employee and director awards, and to authorize, for Nasdaq Rule 5635(d) purposes, the issuance of common shares upon conversion of newly authorized Series B Preferred Stock sold to B. Riley under a Preferred Equity Purchase Agreement. The board also requests approval to increase authorized common stock from 300,000,000 to 1,300,000,000 shares, and to allow adjournment if additional time is needed.

The board recommends voting “FOR” all proposals. The record date is November 7, 2025. As context, shares outstanding were 34,525,124 as of October 29, 2025; this is a baseline figure, not the amount being offered.

CISO Global, Inc. announced plans for its 2025 Annual Meeting of Stockholders on December 10, 2025, with a record date of November 7, 2025.

Stockholder proposals for inclusion under Rule 14a-8 must be received by the Secretary no later than October 29, 2025 at 11:59 p.m. Eastern time, and must comply with SEC rules and applicable Delaware law.

CISO Global, Inc. filed an amended S-1 to register the resale of up to 39,062,500 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock by B. Riley Principal Capital, LLC. The company will not receive proceeds from these resales.

CISO may sell up to $15.0 million of Series B Preferred to B. Riley under a Purchase Agreement over 18 months starting September 24, 2025, including an initial $2.3 million purchase, then increments of $100,000 up to $500,000 weekly, subject to conditions. The Minimum Conversion Price is $0.40 per share, with a 9.99% Beneficial Ownership Limitation and an Exchange Cap of 6,821,115 shares (19.99%) until stockholder approval. BRS earns a 3.5% placement fee, and Seaport acts as qualified independent underwriter due to a FINRA Rule 5121 conflict.

Shares outstanding were 34,525,134 as of October 16, 2025. The registered shares may be sold by the selling stockholder through various methods, including brokerage transactions, block trades, privately negotiated deals, and short sales after effectiveness.

CISO Global, Inc. filed a Form S-1 registration describing an offering intended to raise $15,000,000 and showing illustrative share counts at different assumed offering prices. The filing presents example per-share prices of $0.60, $0.80, $1.00, and $1.20 with corresponding post-offering common share totals of 26,041,667, 19,531,250, 15,625,000, and 13,020,833, respectively, and dilution percentages of 43.3%, 36.4%, 31.4%, and 27.6%. The filing includes a filing fee listed as $5,677.20 and estimated legal fees of $100,000.00. Multiple signed officer and director signatures are dated October 3, 2025. The registration also incorporates by reference prior SEC filings, including an annual report for the year ended December 31, 2024 and several quarterly and current reports.

JC Associates, Inc. filed a Schedule 13G reporting ownership of 3,117,340 shares of CISO Global, Inc.'s Series A Preferred, representing 34% of that class. The filer asserts sole voting and sole dispositive power over all reported shares, with no shared voting or dispositive authority. The statement includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

CISO Global, Inc. submitted a Form D reporting an equity offering conducted under Rule 506(b). The issuer reports a total offering size of $9,297,895, with $9,297,895 sold and $0 remaining. The offering included equity and the exchange of certain convertible notes for shares of Series A Preferred Stock. The company lists its principal place of business in Scottsdale, Arizona and identifies its executive officers and directors at the same address. The form shows 2 investors to date, a $0 minimum investment accepted, no sales commissions or finders' fees reported, and that the issuer does not intend the offering to last more than one year.