CISO Global, Inc. filings document governance, capital structure, securities registration and material-event disclosures for a public cybersecurity software and compliance-services company. Recent records include Form 8-K reports covering an SEC no-action request regarding an investor-consent framework for securities lending, amendments to the certificate of incorporation, preferred equity financing arrangements and annual-meeting results.
Proxy and registration filings describe director elections, auditor ratification, the 2023 Equity Incentive Plan, authorization of common shares issuable upon conversion of Series B Convertible Preferred Stock, Nasdaq shareholder-approval matters, selling-stockholder registration mechanics, smaller reporting company status and emerging growth company disclosures.
CISO Global, Inc. asks stockholders to elect five directors, ratify Semple, Marchal & Cooper, LLP for fiscal 2026, approve a charter amendment authorizing a reverse stock split of common stock at a ratio from 1-for-2 through 1-for-50, and authorize an adjournment if needed to solicit additional proxies. If approved, the board would set the exact whole-number ratio in its sole discretion. The annual meeting is November 19, 2026; the record date is October 1, 2026, when 45,578,734 common shares were outstanding. A quorum requires one-third of shares entitled to vote, and each proposal requires a majority of shares present and entitled to vote.
Three of the five director nominees are described as independent. 2025 total compensation was $391,294 for CEO David G. Jemmett and $1,218,366 each for CFO Debra L. Smith and former Interim COO Kyle J. Young, whose resignation became effective January 2, 2026. The company reported receiving $1,019,567 from Hensley Beverage Company for contracted services in 2025 and a $125,215 receivable at year-end; director Andrew K. McCain is CEO of Hensley & Company, its parent.
CISO Global, Inc. Chief Executive Officer Jemmett David Grant reported converting 187,500 restricted stock units into 187,500 common shares on June 13, 2026, and 46,875 restricted stock units into 46,875 common shares on September 14, 2026. On those dates, 49,032 and 12,258 common shares, respectively, were delivered or withheld for payment of exercise price or tax liability. As of June 13, 2026, indirect holdings reported included 4,429,000 common shares held by Jemmett Enterprises, LLC, 133,334 held by Xander LLC and 66,667 held by Dana Borgman Trust. Grant disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest.
CISO Global, Inc. asks stockholders to elect five directors, ratify Semple, Marchal & Cooper, LLP as auditor for fiscal 2026, approve a charter amendment authorizing a reverse stock split from 1-for-2 to 1-for-50, and approve possible adjournment if quorum or support for the split is insufficient. If approved, the board would set a whole-number ratio within that range in its sole discretion. The board recommends voting FOR all four proposals. The annual meeting is scheduled for November 19, 2026; October 1, 2026 is the record date. Each proposal requires an affirmative majority of shares represented and entitled to vote. CISO received $1,019,567 from Hensley Beverage Company for contracted services in 2025, with a $125,215 receivable at year-end. Hensley & Company, whose president and chief executive officer is director Andrew K. McCain, had a $5,000,000 note and $1,180,554 accrued interest converted into Series A Preferred Stock on August 5, 2025. On November 6, 2025, CISO converted those preferred shares and $148,111 accrued dividends into 6,328,665 common shares.
CISO Global, Inc. Chief Financial Officer Debra Lou Smith reported compensation awards and later vesting activity. On June 13, 2025, Smith was granted 500,000 stock options with a $0.96 exercise price and an expiration date of June 13, 2036, plus 400,000 restricted stock units (RSUs). The RSUs vest 25% on June 13, 2026, then 6.25% at the end of each three-month period following the first anniversary, with 100% scheduled to vest on the fourth anniversary.
On June 13, 2026, 100,000 RSUs vested and converted into common stock, and 26,150 shares were delivered or withheld for payment of exercise price or tax liability. On September 14, 2026, 25,000 RSUs converted into common stock, and 6,538 shares were delivered or withheld for payment of exercise price or tax liability. No Rule 10b5-1 plan is reported.
CISO Global, Inc. CFO Debra Lou Smith's amendment states that she mistakenly filed a Form 4/A instead of a Form 4 for the June 13, 2026 vesting of common shares underlying restricted stock units awarded June 13, 2025. Before vesting, she owned 0 common shares as of June 13, 2026. She intends to file a Form 4 to report the vesting and accurately reflect the number of shares that vested.
CISO Global, Inc. Chief Financial Officer Debra Lou Smith was awarded 500,000 stock options and 400,000 restricted stock units on June 13, 2025. A note states that she mistakenly filed a Form 4/A instead of a Form 4 and intends to file a Form 4 to report the awards and accurately reflect the award date.
CISO Global, Inc. reports that Chief Executive Officer and director Jemmett David Grant mistakenly filed a Form 4/A rather than a Form 4 concerning restricted stock units awarded June 13, 2025, with vesting on June 13, 2026. Grant directly owned 0 common shares as of June 13, 2026, before that vesting, and intends to file a Form 4 to report the vesting and accurately reflect the number of shares vested.
CISO Global, Inc. reported lower revenue but a narrower loss for the quarter and first half ended June 30, 2026. Total revenue for the quarter fell to $5.8 million from $6.7 million a year earlier, driven mainly by a double‑digit decline in security managed services as several higher‑revenue customers were lost, partly offset by new engagements and higher cybersecurity software sales. Six‑month revenue declined to $12.0 million from $13.9 million.
Cost controls significantly reduced expenses. Total operating expenses for the first half dropped to $6.2 million from $7.5 million, and interest expense fell sharply after prior‑year convertible notes were converted or extinguished. As a result, the six‑month loss from operations improved to $2.9 million from $4.0 million, and net loss narrowed to $3.2 million from $8.4 million. Cash used in operations was $0.9 million versus $5.3 million a year earlier.
Liquidity remains strained. Cash was $0.7 million at June 30, 2026, with a working capital deficit of $8.5 million and total debt obligations of about $4.1 million, including a new $350,000 term loan and $1.9 million line of credit borrowings. The company disclosed substantial doubt about its ability to continue as a going concern and plans to rely on additional equity or debt financings, its Form S‑3 shelf registration, and operating improvements. It must also redeem $1.9 million related to Series B Preferred Stock through May 2027 and regain Nasdaq’s $1.00 minimum bid price by December 28, 2026 or face potential delisting.
CISO Global Chief Financial Officer Debra Lou Smith acquired 73,850 shares of common stock on June 13, 2026 through the vesting of previously granted restricted stock units. These shares relate to a 2025 RSU grant covering 400,000 shares that vests over four years. The initial 25% tranche vested on June 13, 2026, resulting in a net issuance of 73,850 shares after withholding. Following this transaction, Smith directly holds 73,850 common shares.