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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment No. 1)
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________ to ________________
Commission
file number 001-41227
CISO
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
83-4210278 |
| State
or Other Jurisdiction of |
|
(I.R.S.
Employer |
| Incorporation
or Organization |
|
Identification
No.) |
6900
E. Camelback Road, Suite 900, Scottsdale, AZ 85251
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (480) 389-3444
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 par value |
|
CISO |
|
The
Nasdaq Stock Market LLC |
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.00001
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
| |
|
|
|
|
| Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
| |
|
|
|
|
| |
|
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by checkmark 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.
Indicate
by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant’s
most recently completed second fiscal quarter (June 30, 2025) was $31,983,184.
As
of March 20, 2026, there were 45,313,337 shares of the registrant’s common stock outstanding.
EXPLANATORY NOTE
We are filing this Amendment No.
1 (this “Amendment”) to our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities
and Exchange Commission (“SEC”) on March 30, 2026 (the “Original Form 10-K”). The purpose of this Amendment is
to correct two inadvertent errors identified by us subsequent to the Original Form 10-K. First, to replace in its entirety the consent
of our independent registered public accounting firm, Semple, Marchal & Cooper, LLP, included as Exhibit 23.1 to the Original Form
10-K. Second, to correct committee membership in the director table and to correct the determination of director independence, each as
set forth in Item 10 of the Original Form 10-K.
In accordance with Rule 12b-15
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 15(b) of Part IV, and Item 10 of Part III,
of the Original Form 10-K are hereby amended and restated in their entirety. In addition, as required by the Exchange Act,
new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment
pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act.
Except as described above, no other changes have been made to the Original
Form 10-K, and this Amendment does not amend, update, or change any other items or disclosures in the Original Form 10-K. The Original
Form 10-K continues to speak as of its original filing date. This Amendment does not reflect subsequent events occurring after the filing
date of the Original Form 10-K or modify or update in any way disclosures in the Original Form 10-K.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
following table sets forth certain information regarding our Directors and Executive Officers. The age of each Director and Executive
Officer listed below is given as of March 20, 2026.
| Name |
|
Age |
|
Position |
| David
G. Jemmett |
|
59 |
|
Chief
Executive Officer and Director |
| Debra
L. Smith |
|
55 |
|
Chief
Financial Officer |
| Kyle
J. Young (4) |
|
43 |
|
Interim
Chief Operating Officer |
| Andrew
K. McCain |
|
63 |
|
Director |
| Phillip
Balatsos (1) (2) (3) |
|
48 |
|
Director |
| Mohsen
(Michael) Khorassani (1) (2) (3) |
|
60 |
|
Director |
| Andrew
Hancox (1) (2) (3) |
|
55 |
|
Director |
| (1) |
Member
of the Audit Committee |
| (2) |
Member
of the Compensation Committee |
| (3) |
Member
of the Governance and Nominating Committee |
| (4) |
On
December 22, 2025, Kyle J. Young tendered his resignation from his position as Interim Chief Operating Officer of our company. His
resignation became effective on January 2, 2026. |
Our
Executive Officers
David
G. Jemmett – Chief Executive Officer and Director
Mr.
Jemmett has served as our Chief Executive Officer and a director since the company’s formation in March 2019. He founded GenResults
in June 2015, which was acquired by our company in April 2019. Prior to this, he served as Chief Executive Officer of NantCloud, LLC
in 2014, a provider of secure cloud-hosted applications for healthcare, and as Chief Technology Officer of NantWorks, LLC, the parent
company of the “Nant” family of companies. From 2005 to 2013, Mr. Jemmett was the founder and Chief Executive Officer of
ClearDATA Networks Corporation, a leading HIPAA-compliant hosting company specializing in healthcare.
Mr.
Jemmett has deep expertise in both technology and business, having led innovation in the cybersecurity and healthcare technology sectors.
He is a recognized leader, having appeared on CBS, CNN, MSNBC, and CSPAN, and testified before the U.S. Senate Subcommittee on Telecommunications
and Internet Security in 1998. Mr. Jemmett is also a published author and today sits on the Forbes technology counsel. With extensive
leadership experience, a strong technical background, and significant equity ownership, Mr. Jemmett is well-positioned to lead our company
and serve as a director.
Debra
L. Smith – Chief Financial Officer
Ms.
Smith has served as our Chief Financial Officer since June 2021. Ms. Smith previously served as a director on our Board of Directors
from May 2023 to January 2025. Ms. Smith served as our Executive Vice President of Finance and Accounting from February 2021 to June
2021. Prior to joining our company, Ms. Smith served as Executive Vice President of Finance at Arrivia Inc. from January 2020 to February
2021 and Controller, Chief Accounting Officer, and, subsequently, Chief Financial Officer at BeyondTrust from October 2016 to January
2020. Ms. Smith received a Bachelor of Science degree in Accounting, Summa Cum Laude, from DeVry University and a Master’s degree
in Counseling with Honors from Argosy University.
Kyle
J. Young – Interim Chief Operating Officer
Mr.
Young has served as our Interim Chief Operating Officer since March 2023. Previously Mr. Young served as our Executive Vice President,
Operations from January 2022 to March 2023 and as our Vice President, Operations from February 2021 to January 2022. Mr. Young served
in various roles at BeyondTrust Software, a U.S.-based cybersecurity vendor, from December 2007 to February 2022, most recently serving
as its Vice President, Business and Sales Operations. Mr. Young holds a bachelor’s degree in Speech Communications & Rhetoric
from the University of Illinois Urbana-Champaign. On December 22, 2025, Kyle J. Young tendered his resignation from his position as Interim
Chief Operating Officer of our company. His resignation became effective on January 2, 2026.
Our
Directors
Mr.
Jemmet is also a member of our Board of Directors and information regarding his business experience is described above under the heading
“Directors, Executive Officers, and Corporate Governance – Our Executive Officers”.
Phillip
Balatsos – Director
Mr.
Balatsos has served as a director of our company since January 2025. As Vice President at XP Investments US LLC, he has significantly
expanded the firm’s presence in North America and Europe, achieving a 300% increase in FX revenue. Previously, Mr. Balatsos was
Director at Barclays Capital, where he managed high-value institutional relationships and led joint ventures that boosted annual revenues
by millions. He began his career at Credit Suisse, rapidly advancing to Vice President supporting hedge fund sales. His entrepreneurial
ventures include owning Thomas-Mackey Veterinarian Service, SeaPath Advisory LLC, and TwoMacks Properties LLC, which demonstrate his
diverse expertise. He also served on the Board of Directors for Sadot Group Inc., contributing to the company’s strategic growth.
Mr. Balatsos holds a Bachelor of Science in Business Administration from Skidmore College and has received leadership recognition in
various roles.
We
believe Mr. Balatsos is qualified for service as a director of our company due to his significant experience with financial markets and
his executive and board experience at other companies.
Andrew
Hancox – Director
Mr.
Hancox has served as a director since January 2025. As the Founder and Managing Member of Block 8 Ventures, he has successfully invested
in over 25 blockchain projects and provided strategic consulting to high-growth companies. Previously, he co-founded Katapult (NASDAQ:
KPLTW) and served as COO, raising over $250M in capital and expanding the team to 100+ members. Andrew’s experience includes a
role as an analyst at Permian Investment Partners, where he evaluated and recommended equity investments, and as the Co-Founder and CEO
of Anderson Audio Visual, growing the company to $40M in sales. His educational background includes studies in Law and Mathematics from
Victoria University (New Zealand) and a Private Equity and Investment Banking Program from the Institute of Banking and Finance (New
York). Mr. Hancox is also a lead mentor at Entrepreneurs Roundtable Accelerator and Parallel 18, an accomplished skier, marathon runner,
and avid traveler, having visited 107 countries. Originally from New Zealand, he currently splits his time between New York, NY and San
Juan, PR.
We
believe Mr. Hancox is qualified for service as a director of our company due to his significant experience in investment analysis and
leadership positions with other companies.
Mohsen
(Michael) Khorassani – Director
Mr.
Khorassani has served as a director since January 2025. He has served as founder and CEO of Orion 4, a corporate advisory firm, since
March of 2019 where he has served as capital markets, business development and marketing advisor for many public and private companies.
Before founding Orion, he spent nineteen years at Oppenheimer Private Client Division as Director of Investments focused on building
and developing a successful wealth management practice. He was responsible for advising both high net-worth and institutional clients.
Prior to joining Oppenheimer, he served as a Vice President at Oscar Gruss & Son, an institutional NYSE member firm where he was
responsible for helping build the firm’s retail division. His responsibilities included recruiting advisors, managing teams, and
sales and trading. Prior to Oscar Gruss and Son, he spent four years at Gruntal and Co. as V.P of Investments. He started his financial
services career at Lehman Brothers two years earlier. Mr. Khorassani has demonstrated extensive understanding of the capital markets
over his thirty years of Wall Street experience and brings with him a wealth of knowledge and a deep bench of personal relationships.
We
believe Mr. Khorassani is qualified for service as a director of our company due to his significant experience in financial markets and
leadership experience with publicly traded companies.
Andrew
K. McCain – Director
Mr.
McCain has served as a director of our company since May 2019. He has served as the President and Chief Executive Officer for Hensley
Beverage Company since January 2024, and previously served as President and Chief Operating Officer from 2014 through January 2024. He
is Chairman of Hensley Employee Foundation, a board member of the Barrow Neurological Foundation, the Episcopal School of Jacksonville,
and the Phoenix local organizing committee for the Women’s Final Four. He is past Chairman of the Board of the Fiesta Bowl, past
Chairman of the Anheuser-Busch National Wholesaler Advisory Panel, past Chairman of the Greater Phoenix Chamber of Commerce, past board
member of the Arizona Super Bowl Host Committee, past board member of the Arizona 2016 College Football Championship Local Organizing
Committee, and a past board member of the 2024 Men’s Final Four local organizing committee. Mr. McCain received his Bachelor of
Arts in Mathematics in 1984 and an MBA in 1986 from Vanderbilt University.
We
believe Mr. McCain is qualified for service as a director of our company due to his significant business experience and leadership.
Pursuant
to that certain Securities Purchase Agreement, dated December 10, 2024, by and among the company and certain investors (as defined therein),
Messrs. Baltsos, Khorassani, and Hancox were appointed to the Board of Directors.
Board
Constitution
Our
Board of Directors currently consists of five members. All directors hold office until the next annual meeting of stockholders. At each
annual meeting of stockholders, the successors to directors whose terms then expire are elected to serve from the time of election and
qualification until the next annual meeting following election.
Director
Independence
Our Board of Directors is comprised
of a majority of independent directors, as “independence,” is defined by the listing standards of The Nasdaq Stock Market
and by the SEC. Our Board of Directors has concluded that each of Messrs. Balatsos, Hancox, and Khorassani is “independent”,
having concluded that any relationship between such director and our company, in its opinion, does not interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. Our Board of Directors has concluded that Mr. McCain is not “independent”
due to the amount of fees paid by Hensley Beverage Company to us pursuant that certain Managed Services Agreement, and Mr. Jemmett is
not “independent” because he is an employee director.
Board
Committees
Our
Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and Governance and Nominating Committee.
Audit
Committee
The
Audit Committee of our Board of Directors was established in accordance with Rule 10A-3 promulgated under the Exchange Act. The current
members of our Audit Committee are Messrs. Balatsos, Hancox, and Khorassani, with Mr. Khorassani serving as the chair. Each member of the Audit
Committee meets the independence and other requirements to serve on our Audit Committee under The Nasdaq Stock Market Rules and the rules
of the SEC. In addition, our Board of Directors determined that each of Messrs. Balatsos, Hancox, and Khorassani is financially literate
and considered an “audit committee financial expert” as defined in the rules of the SEC.
Former
directors Reid S. Holbrook and Ernest M. (Kiki) VanDeWeghe, III, served on the Audit Committee during fiscal year 2025 until their
resignation in January 2025. Mr. McCain served as chair of the Audit Committee during fiscal 2025.
The
Audit Committee was formed in 2021. Our Board of Directors has adopted a written charter for the Audit Committee, a copy of which is
posted in the Investor Resources and Corporate Governance section of our website at www.ciso.inc/investor-relations/charter-of-the-audit-committee.
The principal functions of the Audit Committee are to oversee our accounting and financial reporting processes and the audits of our
consolidated financial statements; oversee our relationship with our independent auditors, including selecting, evaluating, and setting
the compensation of, and approving all audit and non-audit services to be performed by the independent auditors; and facilitate communication
among our independent registered public accounting firm and our financial and senior management.
Additionally,
the Audit Committee reviews related party transactions, manages complaints regarding accounting matters, and reports its findings and
recommendations to the Board of Directors.
Compensation
Committee
We
have a standing Compensation Committee of our Board of Directors. The members of our Compensation Committee are Messrs. Balatsos,
Hancox, and Khorassani, with Mr. Hancox serving as the chair. Each member of the Compensation Committee meets the
independence and other requirements to serve on our Compensation Committee under The Nasdaq Stock Market Rules and the rules of the
SEC.
Former
directors Reid S. Holbrook and Ernest M. (Kiki) VanDeWeghe, III, served on the Compensation Committee during fiscal year 2025 until their
resignation in January 2025. During fiscal 2025, Mr. McCain served on the Compensation Committee and Mr. Khorassani served as chair of the Compensation Committee.
The
Compensation Committee was formed in 2021. Our Board of Directors has adopted a written charter for the Compensation Committee, a copy
of which is posted in the Investor Resources and Corporate Governance section of our website at www.ciso.inc/investor-relations/charter-of-the-compensation-committee.
The Compensation Committee has responsibilities relating to the performance evaluation and the compensation of our Chief Executive Officer;
the compensation of our executive officers and directors; and our significant compensation arrangements, plans, policies, and programs,
including our stock compensation plans. Certain of our executive officers, our outside counsel, and consultants may occasionally attend
the meetings of the Compensation Committee. However, no officer of our company is present during discussions or deliberations regarding
that officer’s own compensation.
Governance
and Nominating Committee
We
have a standing Governance and Nominating Committee of our Board of Directors. The current members of our Governance and Nominating
Committee are Messrs. Balatsos, Hancox, and Khorassani, with Mr. Khorassani serving as the chair. Each of Messrs. Balatsos, Hancox
and Khorassani meets the independence and other requirements to serve on our Governance and Nominating Committee under
The Nasdaq Stock Market Rules and the rules of the SEC.
Former
directors Reid S. Holbrook, Ret. General Robert C. Oaks, and Ernest M. (Kiki) VanDeWeghe, III, served on the Governance and
Nominating Committee during fiscal year 2025 until their resignation in January 2025. Mr. Hancox served as chair of the Governance
and Nominating Committee during fiscal 2025.
The
Governance and Nominating Committee was formed in 2021. Our Board of Directors has adopted a written charter for the Governance and Nominating
Committee, a copy of which is posted in the Investor Resources and Corporate Governance section of our website at www.ciso.inc/investor-relations/charter-of-the-nominating-and-corporate-governance-committee.
The Governance and Nominating Committee considers the performance of the members of our Board of Directors and nominees for director
positions and evaluates and oversees corporate governance and related issues.
The
goal of the Governance and Nominating Committee is to ensure that our directors possess a variety of perspectives and skills derived
from high-quality business and professional experience. The Governance and Nominating Committee seeks to achieve a balance of knowledge,
experience, and capability on our Board of Directors. To this end, the Governance and Nominating Committee seeks nominees with the highest
professional and personal ethics and values, an understanding of our business and industry, diversity of business experience and expertise,
a high level of education, broad-based business acumen, and the ability to think strategically. Although the Governance and Nominating
Committee uses these and other criteria to evaluate potential nominees to our Board of Directors, it has no stated minimum criteria for
such nominees. The Governance and Nominating Committee does not use different standards to evaluate nominees depending on whether they
are proposed by our directors and management or by our stockholders. To date, we have not paid any third parties to assist us in this
process.
Code
of Ethics
We
have adopted a Code of Ethics and Business Conduct (“Code of Ethics”) that sets forth various policies and procedures to
promote ethical behavior and that applies to all our directors, officers and employees. The Code of Ethics is publicly available in the
Investor Resources and Corporate Governance section of our website at https://www.ciso.inc/investor-relations/code-of-ethics-and-business-conduct.
Amendments to the Code of Ethics and any grant of a waiver from a provision of the Code of Ethics requiring disclosure under applicable
SEC rules will be disclosed on our website.
Delinquent
Section 16(a) Reports
Section
16(a) of the Exchange Act, requires officers and directors of our company and persons who beneficially own more than 10% of a registered
class of our company’s equity securities to file initial statements of beneficial ownership of common stock (Form 3) and statements
of changes in beneficial ownership of common stock (Forms 4 or 5) with the SEC. Officers, directors, and greater than 10% stockholders
are required by SEC regulations to furnish us with copies of all such forms they file.
Based
solely on our review of such reports and certain representations from each reporting person, we believe that during 2025, the following
Section 16(a) filing requirements were not satisfied on a timely basis: Form 3 filed by Mohsen Khorassani on December 30, 2025, Form
3 filed by Andrew K McCain on December 30, 2025, Form 4 filed by Andrew K McCain on December 30, 2025, Form 4 filed by David Grant Jemmet
on December 30, 2025, and Form 4/A filed Debra Lou Smith on December 30, 2025.
Inside
Trading Policy Disclosure
We
have adopted an Insider Trading Policy governing the purchase, sale, and/or other disposition of our securities by our directors, officers,
and employees. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules,
and regulations and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to
this Annual Report on Form 10-K.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Exhibit |
|
|
|
Incorporated
by Reference |
| Number |
|
Exhibit
Description |
|
Form |
|
Exhibit |
|
Filing
Date |
| 2.1 |
|
Agreement
for the Purchase and Sale of Limited Liability Company Interests of GenResults, LLC dated April 12, 2019 |
|
10-12G |
|
10.1 |
|
10/2/2019 |
| 2.2** |
|
Agreement
and Plan of Merger by and among the Registrant, TalaTek, LLC, TalaTek Merger Sub and Baan Alsinawi dated September 23, 2019 |
|
10-12G |
|
2.2 |
|
10/2/2019 |
| 2.3 |
|
Stock
Purchase Agreement by and among the Registrant, Technologyville, Inc. and Brian Yelm dated May 25, 2020 |
|
8-K |
|
10.1 |
|
5/29/2020 |
| 2.4 |
|
Share
Purchase Agreement among the Registrant, Clear Skies Security, LLC and all of its Members dated July 31, 2020 |
|
8-K |
|
10.1 |
|
8/6/2020 |
| 2.5** |
|
Agreement
and Plan of Merger by and among the Registrant, Alpine Merger Sub, LLC, Alpine Security, LLC and Christian Espinosa dated December
16, 2020 |
|
8-K |
|
10.1 |
|
12/21/2020 |
| 2.6** |
|
Amended
and Restated Agreement and Plan of Merger by and among the Registrant, Catapult Acquisition Merger Sub, LLC, Catapult Acquisition
Corporation, the shareholders of Catapult Acquisition Corporation and Darek Hahn dated July 26, 2021 |
|
8-K |
|
10.1 |
|
08/02/2021 |
| 2.7** |
|
Stock
Purchase Agreement by and among the Registrant, Atlantic Technology Systems, Inc., Atlantic Technology Enterprises, Inc., and James
Montagne and Miriam Montagne as sole shareholders, dated October 1, 2021 |
|
8-K |
|
10.1 |
|
10/07/2021 |
| 2.8** |
|
Agreement
and Plan of Merger by and among the Registrant, RED74 Merger Sub, LLC, RED74 LLC, Ticato Holdings, Inc. and Tim Coleman dated October
8, 2021 |
|
8-K |
|
10.1 |
|
11/15/2021 |
| 2.9** |
|
Stock
Purchase Agreement by and among the Registrant, Southford Equities, Inc., a British Virgin Islands based company and David Esteban
Alfaro Medina, Roberto Andrés Arriagada Poblete and Camilo Orlando Garrido Briones dated December 1, 2021 |
|
8-K |
|
10.1 |
|
12/06/2021 |
| 2.10 |
|
Stock
Purchase Agreement among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022 |
|
8-K |
|
10.1 |
|
01/06/2022 |
| 2.11** |
|
Agreement
and Plan of Merger among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022 |
|
8-K |
|
10.2 |
|
01/06/2022 |
| 2.12 |
|
Stock
Purchase Agreement by and among the Registrant and Southford Equities, Inc., David Esteban Alfaro Medina, Roberto Andrés Arriagada
Poblete, Camilo Orlando Garrido Briones, dated July 1, 2024 |
|
8-K |
|
10.1 |
|
07/05/2024 |
| 2.13 |
|
Stock
Purchase Agreement by and among the Registrant and CT Group, LP, Alejandro Torchio, Datadeck, LP, Diego Cabai, Woodface, LP, Rodrigo
Astorga. VMT Technologies, LP, José Williams Torres Valenzuela, Quijote Ventures, LP, Lucio Quijano, dated July 1, 2024. |
|
8-K |
|
10.2 |
|
07/05/2024 |
| 2.14 |
|
Stock
Purchase Agreement by and among the Registrant and Itada Equities, Inc., Lilian Andre Espinosa Villarroel, Lorenzo Espinoza Labra,
dated July 1, 2024 |
|
8-K |
|
10.3 |
|
07/05/2024 |
| 3.1 |
|
Second
Amended and Restated Certificate of Incorporation of the Registrant |
|
10-Q |
|
3.1 |
|
08/15/2022 |
| 3.1(a) |
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation of the Registrant |
|
8-K |
|
3.1 |
|
04/10/2023 |
| 3.1(b) |
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation of the Registrant |
|
8-K |
|
3.1 |
|
03/07/2024 |
| 3.1(c) |
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation |
|
8-K |
|
3.1 |
|
1/16/2026 |
| 3.1(d) |
|
Certificate
of Designations, Preferences and Rights of Series A Preferred Stock of the Registrant |
|
8-K |
|
3.1 |
|
08/05/2025 |
| 3.1(e) |
|
Certificate
of Designations, Preferences and Rights of Series B Preferred Stock of the Registrant |
|
8-K |
|
3.1 |
|
09/29/2025 |
| 3.2 |
|
Second
Amended and Restated By-laws of the Registrant |
|
8-K |
|
3.1 |
|
10/10/2023 |
| 4.1 |
|
Form
of Common Stock Certificate of the Registrant |
|
10-K |
|
4.1 |
|
03/30/2020 |
| 4.2 |
|
Description
of Securities Registered under Section 12 of the Exchange Act |
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10-K |
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4.2 |
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04/16/2024 |
| 4.3 |
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Form
of Underwriter Warrant |
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S-1 |
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4.3 |
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12/14/2021 |
| 4.4 |
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Form
of Placement Agent Warrant |
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8-K |
|
4.1 |
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05/17/2023 |
| 10.1# |
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2019
Equity Incentive Plan, as amended |
|
10-Q |
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10.3 |
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08/15/2022 |
| 10.2# |
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Form
of Stock Option Agreement |
|
10-K |
|
10.3 |
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04/15/2022 |
| 10.3# |
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Employment
Agreement between the Registrant and David G. Jemmett dated September 30, 2019 |
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10-12G |
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10.2 |
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010/2/2019 |
| 10.4# |
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Employment
Agreement by and between Debra L. Smith and the Registrant dated December 31, 2020 |
|
10-K |
|
10.10 |
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04/15/2022 |
| 10.5# |
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Employment
Agreement by and between Kyle J. Young and the Registrant dated March 30, 2023 |
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10-K
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10.7 |
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03/31/2023
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| 10.6 |
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Form
of Lockup Agreement |
|
S-1/A |
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10.14 |
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01/07/2022 |
| 10.7 |
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Purchase
Agreement, dated March 20, 2023, by and between the Registrant and Hensley & Company dba Hensley Beverage Company |
|
8-K |
|
10.1 |
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03/20/2023 |
| 10.7(a) |
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Amendment Number One to Purchase Agreement and the Note dated March 20, 2023, by and between the Registrant and Hensley & Company dba Hensley Beverage Company |
|
10-K |
|
10.7(a) |
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03/31/2025 |
| 10.8 |
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10%
Unsecured Convertible Note by the Registrant payable to Hensley & Company, dated March 20, 2023 |
|
8-K |
|
10.2 |
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03/20/2023 |
| 10.9 |
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Placement
Agency Agreement, dated May 16, 2023, by and between the Registrant and each Purchaser thereto |
|
8-K |
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10.2 |
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05/17/2023 |
| 10.10 |
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Form
of Securities Purchase Agreement, dated May 16, 2023, by and between the Registrant and each Purchasers thereto |
|
8-K |
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10.1 |
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05/17/2023 |
| 10.11 |
|
Form
of Intellectual Property Buy-Back Purchase Agreement |
|
8-K |
|
10.1 |
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12/04/2024 |
| 10.12 |
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Form
of Promissory Note |
|
8-K |
|
10.2 |
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12/04/2024 |
| 10.13 |
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Form
of Convertible Note by the Registrant and payable to Target Capital 14, LLC. |
|
8-K |
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10.2 |
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12/16/2024 |
| 10.14 |
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Form
of Common Stock Purchase Warrant by the Registrant and Target Capital 14, LLC. |
|
8-K |
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10.4 |
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12/16/2024 |
| 10.15 |
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Form
of Registration Rights Agreement dated December 10, 2024, by and between the Registrant and Purchasers thereto |
|
8-K |
|
10.6 |
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12/16/2024 |
| 10.16 |
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Placement
Agency Agreement dated December 10, 2024, by and between the Registrant and each Purchaser thereto |
|
8-K |
|
10.7 |
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12/16/2024 |
| 10.17 |
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Securities
Purchase Agreement dated December 10, 2024, between Registrant and the Purchasers thereto |
|
8-K |
|
10.1 |
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12/16/2024 |
| 10.18 |
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Exchange
Agreement, dated August 4, 2025, by and between the Registrant and Hensley & Company, d/b/a Hensley Beverage Company |
|
8-K |
|
10.1 |
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08/05/2025 |
| 10.19 |
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Exchange
Agreement, dated August 4, 2025, by and between the Registrant and J C Associates, Inc. |
|
8-K |
|
10.2 |
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08/05/2025 |
| 10.20 |
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Preferred
Equity Purchase Agreement, dated September 24, 2025, by and between the Registrant and B. Riley Principal Capital I |
|
8-K |
|
10.1 |
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09/29/2025 |
| 10.21# |
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2023
Equity Incentive Plan, as amended |
|
8-K |
|
10.1 |
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12/16/2025 |
| 10.22 |
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Placement
Agency Agreement, dated May 16, 2023, by and between the Registrant and each Purchaser thereto |
|
8-K |
|
10.2 |
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05/17/2023 |
| 10.23 |
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Form
of Securities Purchase Agreement, dated May 16, 2023, by and between the Registrant and each Purchasers thereto |
|
8-K |
|
10.1 |
|
05/17/2023 |
| 10.24 |
|
Form
of Intellectual Property Buy-Back Purchase Agreement |
|
8-K |
|
10.1 |
|
12/04/2024 |
| 10.25 |
|
Form
of Promissory Note |
|
8-K |
|
10.2 |
|
12/04/2024 |
| 10.26 |
|
Form
of Convertible Note by the Registrant and payable to Target Capital 14, LLC. |
|
8-K |
|
10.2 |
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12/16/2024 |
| 10.27 |
|
Form
of Convertible Note by the Registrant and payable to Secure Net Capital, LLC. |
|
8-K |
|
10.3 |
|
12/16/2024 |
| 10.28 |
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Form
of Common Stock Purchase Warrant by the Registrant and Target Capital 14, LLC. |
|
8-K |
|
10.4 |
|
12/16/2024 |
| 10.29 |
|
Form
of Common Stock Purchase Warrant by the Registrant and Secure Net Capital, LLC. |
|
8-K |
|
10.5 |
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12/16/2024 |
| 10.30 |
|
Form
of Registration Rights Agreement dated December 10, 2024, by and between the Registrant and Purchasers thereto |
|
8-K |
|
10.6 |
|
12/16/2024 |
| 10.31 |
|
Placement
Agency Agreement dated December 10, 2024, by and between the Registrant and each Purchaser thereto |
|
8-K |
|
10.7 |
|
12/16/2024 |
| 10.32 |
|
Securities
Purchase Agreement dated December 10, 2024, between Registrant and the Purchasers thereto |
|
8-K |
|
10.1 |
|
12/16/2024 |
| 19.1+ |
|
CISO Global, Inc. Insider Trading Policy |
|
10-K |
|
19.1 |
|
03/30/2026 |
| 21.1+ |
|
Subsidiaries of the Registrant |
|
10-K |
|
21.1 |
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03/30/2026 |
| 23.1* |
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Consent of Semple, Marchal & Cooper LLP |
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| 23.2+ |
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Consent of Baker Tilly Chile Ltda. |
|
10-K |
|
23.2 |
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03/30/2026 |
| 31.1* |
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Rule
13a-14(a) / 15d-14(a) Certification of Principal Executive Officer |
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| 31.2* |
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Rule
13a-14(a) / 15d-14(a) Certification of Principal Financial Officer |
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| 32.1* |
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Section
1350 Certification of Principal Executive Officer |
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| 32.2* |
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Section
1350 Certification of Principal Financial Officer |
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| 97.1 |
|
CISO
Global, Inc. Executive Officer Incentive Compensation Recovery Policy |
|
10-K |
|
97.1 |
|
04/16/2024 |
| 101.INS |
|
Inline
XBRL Instance Document |
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| 101.SCH |
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Inline
XBRL Schema Document |
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| 101.CAL |
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Inline
XBRL Calculation Linkbase Document |
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| 101.DEF |
|
Inline
XBRL Definition Linkbase Document |
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| 101.LAB |
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Inline
XBRL Label Linkbase Document |
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| 101.PRE |
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Inline
XBRL Presentation Linkbase Document |
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| 104 |
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Cover
Page Interactive Data File (Embedded within the Inline XBRL document) |
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*Filed/furnished
herewith.
+ Filed with Original Form 10-K.
**Certain
exhibits, annexes, and/or schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish
supplementally a copy of any omitted exhibit, annex, or schedule to the Securities and Exchange Commission upon request.
#
Management contracts and compensatory plans and arrangements.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| CISO
GLOBAL, INC. |
|
| |
|
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| By: |
/s/
David G. Jemmett |
|
| Name: |
David
G. Jemmett |
|
| Title: |
Chief
Executive Officer (Principal Executive Officer) |
|
| Date: |
April 2, 2026 |
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
| By: |
/s/
David G. Jemmett |
|
| Name: |
David
G. Jemmett |
|
| Title: |
Chief
Executive Officer and Director (Principal Executive Officer) |
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| Date: |
April 2, 2026 |
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| |
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| By: |
/s/
Debra L. Smith |
|
| Name: |
Debra
L. Smith |
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| Title: |
Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
| Date: |
April 2, 2026 |
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| |
|
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| By: |
/s/
Andrew K. McCain |
|
| Name: |
Andrew
K. McCain |
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| Title: |
Director |
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| Date: |
April 2, 2026 |
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| |
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| By: |
/s/
Phillip Balatsos |
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| Name: |
Phillip
Balatsos |
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| Title: |
Director |
|
| Date: |
April 2, 2026 |
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| |
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| By: |
/s/
Mohsen (Michael) Khorassani |
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| Name: |
Mohsen
(Michael) Khorassani |
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| Title: |
Director |
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| Date: |
April 2, 2026 |
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| |
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| By: |
/s/
Andrew Hancox |
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| Name: |
Andrew
Hancox |
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| Title: |
Director |
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| Date: |
April 2, 2026 |
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