[8-K] CISO Global, Inc. Reports Material Event

Rhea-AI Filing Summary

CISO Global, Inc. has amended its charter to significantly increase its capacity to issue common stock. On January 12, 2026, the company filed a Certificate of Amendment in Delaware to raise its authorized common shares from 300,000,000 to 1,300,000,000. This change was previously approved by stockholders at the 2025 Annual Meeting of Stockholders held on December 10, 2025. The full text of the amendment is included as an exhibit to the report for reference.

Insights

Corporate governance and capital structure analyst

CISO Global expanded its authorized share capacity from 300M to 1.3B.

CISO Global, Inc. obtained stockholder approval and then filed a charter amendment in Delaware on January 12, 2026 to increase its authorized common stock from 300,000,000 to 1,300,000,000 shares. This is a capital structure change that gives the board more flexibility to issue additional equity in the future for purposes such as financing, acquisitions, or compensation, though specific uses are not detailed here.

The key point is that the action concerns authorized shares, not actual issuances. Any future equity issuance decisions, including size and timing, would be separate steps and could be described in later disclosures. Investors often look to subsequent filings and corporate actions to understand how, and to what extent, this expanded capacity is ultimately used.

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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): January 12, 2026

CISO Global, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-41227		83-4210278
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6900 E. Camelback Road, Suite 900

Scottsdale, Arizona 85251

(Address of principal executive offices) (Zip Code)

(480) 389-3444

(Registrant’s telephone number, including area code)

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, $0.00001		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 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 12, 2026, we filed a Certificate of Amendment with the Secretary of State of the State of Delaware to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to increase the number of authorized shares of our common stock, par value $0.00001 per share, from 300,000,000 to 1,300,000,000.

The Certificate of Amendment was approved by our stockholders at the 2025 Annual Meeting of Stockholders held on December 10, 2025, as reported on the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2025.

The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibits
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant
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.

	CISO GLOBAL, INC.
Date: January 16, 2026	By:	/s/ Debra L. Smith
		Debra L. Smith
		Chief Financial Officer