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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): June 30, 2026
CISO
GLOBAL, INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-41227 |
|
83-4210278 |
| (State
or Other |
|
(Commission
File |
|
(IRS
Employer |
| Jurisdiction
of Incorporation) |
|
Number) |
|
Identification
No.) |
| 6900
E. Camelback Road, Suite 900 |
|
|
| Scottsdale,
Arizona |
|
85251 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (480) 389-3444
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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, par value $0.00001 per share |
|
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
| Item
3.01. |
Notice
of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing. |
As
previously disclosed, on December 30, 2025, we received a letter from the Listing Qualifications staff (the “Staff”) of The
Nasdaq Stock Market LLC (“Nasdaq”) providing notification that the bid price of our common stock had closed below
$1.00 per share for the previous 30 consecutive business days, and our common stock no longer met the minimum bid price
requirement for continued listing under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had
180 calendar days, or until June 29, 2026, to regain compliance.
On
June 30, 2026, the Staff notified us that we are eligible for an additional 180 calendar day period, or until December 28, 2026,
to regain compliance. The Staff’s determination was based on our meeting the continued listing requirement for market value of
publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception
of the bid price requirement, and our written notice of our intention to cure the deficiency during the second compliance period by effecting
a reverse stock split, if necessary.
If
at any time during this second 180-day compliance period, the
closing bid price of our common stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will
provide written confirmation of compliance. If we choose to implement a reverse stock split, we must complete the split no later than
ten business days prior to the expiration date in order to timely regain compliance. If compliance cannot be demonstrated by December
28, 2026, Staff will provide written notification that the common stock will be delisted. At that time, we may appeal Staff’s determination
to a Hearings Panel.
The
letter has no immediate impact on the listing of our common stock, which will continue to be listed and traded on The Nasdaq Capital
Market, subject to our compliance with the other listing requirements of The Nasdaq Capital Market. Although we will use all reasonable
efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that we will be able to regain compliance with that rule
or will otherwise be in compliance with other listing criteria of The Nasdaq Capital Market.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,”
“may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking
statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees
of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be
no assurance that we will regain compliance with Nasdaq’s minimum bid price requirement within the applicable compliance period,
or at all; that we will continue to satisfy Nasdaq’s continued listing requirements; that Nasdaq will grant any additional relief
from delisting, if needed; that any reverse stock split or other actions we may take will be approved, implemented or effective in regaining
compliance; or that any compliance regained will be maintained. The forward-looking statements contained in this report speak only as
of the date of this report and we undertake no obligation to publicly update any forward-looking statements to reflect changes in information,
events or circumstances after the date of this report, unless required by law.
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.
| Date:
July 6, 2026 |
CISO
Global, Inc. |
| |
|
|
| |
By: |
/s/
Debra L. Smith |
| |
Name: |
Debra
L. Smith |
| |
Title: |
Chief
Financial Officer |
