CISO Global (NASDAQ: CISO) OKs big share increase, equity plan and Series B issuance

Rhea-AI Filing Summary

CISO Global, Inc. held its 2025 Annual Meeting of Stockholders, where shareholders approved all proposals, including director elections and auditor ratification for the year ending December 31, 2025.

Investors authorized an amendment to the 2023 Equity Incentive Plan to add 10,000,000 shares of common stock for equity awards and approved, for Nasdaq Listing Rule 5635(d) purposes, the issuance of common shares upon conversion of Series B Preferred Convertible Stock to be issued to B. Riley Principal Capital, LLC under a Preferred Equity Purchase Agreement dated September 24, 2025. Stockholders also approved increasing authorized common stock from 300,000,000 to 1,300,000,000 shares and an adjournment proposal. The company furnished an updated investor presentation and a press release on the meeting results as exhibits.

Positive

• None.

Negative

• Authorized share capacity increased sharply, with common stock authorization rising from 300,000,000 to 1,300,000,000 shares, allowing substantially more future equity issuance.

Insights

Equity capital markets and governance analyst

CISO shareholders approved major equity flexibility, including a large jump in authorized shares.

CISO Global, Inc. received shareholder approval for several equity-related items at its 2025 Annual Meeting. The 2023 Equity Incentive Plan was amended to add 10,000,000 additional common shares available for grants, expanding the pool for stock-based compensation. Shareholders also approved, for Nasdaq Listing Rule 5635(d) purposes, issuing common stock upon conversion of Series B Preferred Convertible Stock to be issued to B. Riley Principal Capital, LLC under a Preferred Equity Purchase Agreement dated September 24, 2025.

In addition, the authorized common share count was increased from 300,000,000 to 1,300,000,000, giving the company significantly more capacity for future equity issuance, financings, or corporate actions. All director nominees were elected and the independent auditor, Semple, Marchal & Cooper, LLP, was ratified for the fiscal year ending December 31, 2025, indicating broad shareholder support for current governance and reporting arrangements.

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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): December 10, 2025

CISO GLOBAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-41227		83-4210278
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported below under Item 5.07 of this Current Report on Form 8-K, on December 10, 2025, we held our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, our stockholders approved an amendment to our 2023 Equity Incentive Plan (the “2023 Plan”) to increase the number of shares of our Common Stock, par value $0.00001 per share (“Common Stock”), available for issuance under the 2023 Plan by ten million (10,000,000) shares (the “Plan Amendment”). The Plan Amendment was previously adopted by our Board of Directors on October 31, 2025.

A summary of the material terms of the 2023 Plan, as amended by the Plan Amendment, is included under the heading “Proposal Three – Approval of the Proposed Amendment to the 2023 Equity Incentive Plan” in the definitive proxy statement filed by us with the Securities and Exchange Commission on November 10, 2025, in connection with the Annual Meeting. The summary is qualified in its entirety by reference to the full text of the 2023 Plan, as amended by the Plan Amendment. A copy of the 2023 Plan, as amended by the Plan Amendment, is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 10, 2025, we held our Annual Meeting to consider and vote upon the following proposals: (1) to elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified; (2) to ratify the appointment of Semple, Marchal & Cooper, LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”); (3) to approve the Plan Amendment; (4) to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock issuable upon the conversion of shares of our Series B Preferred Convertible Stock, par value $0.00001 per share, issuable to B. Riley Principal Capital, LLC pursuant to that certain Preferred Equity Purchase Agreement, dated September 24, 2025 (the “Issuance Proposal”); (5) to approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, at the discretion of our Board of Directors, to increase the authorized number of shares of our Common Stock from three hundred million (300,000,000) shares to one billion three hundred million (1,300,000,000) shares (the “Authorized Stock Increase Proposal”); and (6) to approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes to establish a quorum or in favor of the Plan Amendment, Issuance Proposal, and Authorized Stock Increase Proposal (the “Adjournment Proposal”).

The following directors were elected at the Annual Meeting:

Director		Votes For				Votes Against				Abstentions				Broker Non- Votes
David G. Jemmett			18,323,680				940,341				32,810				7,424,578
Andrew K. McCain			18,556,111				707,303				33,416				7,424,578
Phillip Balatsos			18,745,459				512,810				38,562				7,424,578
Mohsen (Michael) Khorassani			18,742,703				515,669				38,459				7,424,578
Andrew Hancox			18,695,119				563,296				38,416				7,424,578

Our stockholders approved the Auditor Ratification Proposal. The voting results were as follows:

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Auditor Ratification Proposal			27,831,792				1,655,606				27,150				—

Our stockholders approved the Plan Amendment. The voting results were as follows:

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Plan Amendment			18,060,859				1,221,540				14,431				7,424,579

Our stockholders approved the Issuance Proposal. The voting results were as follows:

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Issuance Proposal			18,288,439				992,842				15,548				7,424,580

Our stockholders approved the Authorized Stock Increase Proposal. The voting results were as follows:

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Authorized Stock Increase Proposal			24,543,780				4,948,334				22,432				—

Our stockholders approved the Adjournment Proposal. The voting results were as follows:

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Adjournment Proposal			25,188,875				4,172,501				153,169				—

Item 7.01. Regulation FD Disclosure.

We are furnishing this Item 7.01 on this Current Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a PowerPoint presentation to be provided to investors and analysts. This information may be amended or updated at any time and from time to time through another Current Report on Form 8-K, a later company filing, or other means. The PowerPoint presentation attached as Exhibit 99.1 to this Current Report on Form 8-K updates and replaces in its entirety all prior PowerPoint presentations filed by us.

Additionally, a copy of a press release discussing the Annual Meeting results is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

The text included with this Item 7.01 on Current Report on Form 8-K is available on our website located at www.ciso.inc, although we reserve the right to discontinue that availability at any time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		2023 Equity Incentive Plan, as amended
99.1		Investor Presentation, dated October, 2025
99.2		Press Release dated December 16, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 16, 2025	CISO Global, Inc.
	By:	/s/ David G. Jemmett
	Name:	David G. Jemmett
	Title:	Chief Executive Officer

FAQ

What did CISO Global (CISO) shareholders approve at the 2025 Annual Meeting?

At the 2025 Annual Meeting, CISO Global shareholders elected all director nominees, ratified Semple, Marchal & Cooper, LLP as independent auditor for the year ending December 31, 2025, and approved multiple equity-related proposals, including a plan amendment, a Nasdaq Listing Rule 5635(d) issuance proposal, an authorized share increase, and an adjournment proposal.

How was CISO Global's 2023 Equity Incentive Plan changed?

Shareholders approved an amendment to CISO Global’s 2023 Equity Incentive Plan to increase the number of common shares available for issuance by 10,000,000 shares, expanding the pool that can be used for equity awards to directors, officers, employees, and other service providers.

What is the large authorized common share increase CISO Global approved?

CISO Global’s stockholders approved an amendment to its certificate of incorporation to raise the authorized number of common shares from 300,000,000 to 1,300,000,000, significantly expanding the company’s capacity to issue additional common stock in the future.

What is the Issuance Proposal involving Series B Preferred for CISO Global (CISO)?

The Issuance Proposal authorized, for purposes of Nasdaq Listing Rule 5635(d), issuing common stock upon conversion of shares of Series B Preferred Convertible Stock to be issued to B. Riley Principal Capital, LLC under a Preferred Equity Purchase Agreement dated September 24, 2025. Shareholders approved this proposal at the Annual Meeting.

Was CISO Global’s auditor ratified for the 2025 fiscal year?

Yes. CISO Global stockholders approved the Auditor Ratification Proposal, confirming Semple, Marchal & Cooper, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

What additional materials did CISO Global furnish with this 8-K?

CISO Global furnished an updated investor presentation as Exhibit 99.1, dated October 2025, and a press release discussing Annual Meeting results as Exhibit 99.2. These materials were provided under Item 7.01 and are treated as furnished, not filed, under the Exchange Act.