Welcome to our dedicated page for Ciso Global SEC filings (Ticker: CISO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. announced plans for its 2025 Annual Meeting of Stockholders on December 10, 2025, with a record date of November 7, 2025.
Stockholder proposals for inclusion under Rule 14a-8 must be received by the Secretary no later than October 29, 2025 at 11:59 p.m. Eastern time, and must comply with SEC rules and applicable Delaware law.
CISO Global, Inc. filed an amended S-1 to register the resale of up to 39,062,500 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock by B. Riley Principal Capital, LLC. The company will not receive proceeds from these resales.
CISO may sell up to $15.0 million of Series B Preferred to B. Riley under a Purchase Agreement over 18 months starting September 24, 2025, including an initial $2.3 million purchase, then increments of $100,000 up to $500,000 weekly, subject to conditions. The Minimum Conversion Price is $0.40 per share, with a 9.99% Beneficial Ownership Limitation and an Exchange Cap of 6,821,115 shares (19.99%) until stockholder approval. BRS earns a 3.5% placement fee, and Seaport acts as qualified independent underwriter due to a FINRA Rule 5121 conflict.
Shares outstanding were 34,525,134 as of October 16, 2025. The registered shares may be sold by the selling stockholder through various methods, including brokerage transactions, block trades, privately negotiated deals, and short sales after effectiveness.
CISO Global, Inc. filed a Form S-1 registration describing an offering intended to raise $15,000,000 and showing illustrative share counts at different assumed offering prices. The filing presents example per-share prices of $0.60, $0.80, $1.00, and $1.20 with corresponding post-offering common share totals of 26,041,667, 19,531,250, 15,625,000, and 13,020,833, respectively, and dilution percentages of 43.3%, 36.4%, 31.4%, and 27.6%. The filing includes a filing fee listed as $5,677.20 and estimated legal fees of $100,000.00. Multiple signed officer and director signatures are dated October 3, 2025. The registration also incorporates by reference prior SEC filings, including an annual report for the year ended December 31, 2024 and several quarterly and current reports.
CISO Global, Inc. entered into a Preferred Equity Purchase Agreement with B. Riley Principal Capital I, giving the company the right, at its discretion, to sell up to $15.0 million of Series B Convertible Preferred Stock over an 18‑month period starting September 24, 2025. The initial purchase is for $2.3 million, with future draws in $100,000 increments and a typical weekly cap of $500,000. Shares are sold at $960 per preferred share, a 4% discount to the $1,000 stated value, and B. Riley earns a 3.5% cash fee on sales.
The Series B Preferred ranks senior to common stock, is non‑voting in most cases, and is convertible into common stock once a related registration statement is effective, subject to a 9.99% beneficial ownership cap and a Nasdaq “Exchange Cap” of 6,821,115 shares, equal to 19.99% of common shares outstanding as of September 24, 2025, unless stockholders approve more. The initial conversion price structure includes a Minimum Conversion Price of $0.40 per share. CISO expects to use net proceeds for working capital, general corporate purposes, and debt repayment, and faces a $1.0 million liquidated damages payment if it terminates the agreement early.
JC Associates, Inc. filed a Schedule 13G reporting ownership of 3,117,340 shares of CISO Global, Inc.'s Series A Preferred, representing 34% of that class. The filer asserts sole voting and sole dispositive power over all reported shares, with no shared voting or dispositive authority. The statement includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
CISO Global, Inc. submitted a Form D reporting an equity offering conducted under Rule 506(b). The issuer reports a total offering size of $9,297,895, with $9,297,895 sold and $0 remaining. The offering included equity and the exchange of certain convertible notes for shares of Series A Preferred Stock. The company lists its principal place of business in Scottsdale, Arizona and identifies its executive officers and directors at the same address. The form shows 2 investors to date, a $0 minimum investment accepted, no sales commissions or finders' fees reported, and that the issuer does not intend the offering to last more than one year.
CISO Global, Inc. reported interim financials for the quarter ended June 30, 2025 in this Form 10-Q. The company had 33,408,105 shares outstanding and reported material operating losses: loss from operations of $(2,329,387) and net loss from continuing operations of $(3,009,921) for one period presented, and larger consolidated losses of $(4,039,132) and $(8,389,525) for comparative periods. Net loss per common share figures shown include $(0.09), $(0.40), $(0.36) and $(0.87) depending on the period presented.
The company disclosed significant financing and debt activity: convertible notes totaling up to $8,125,000 were issued and substantially converted into 15,151,706 shares during the six months ended June 30, 2025, producing conversion-related losses and large accretion/amortization interest expense of $7,898,323 for the six-month period. A related-party convertible note of $5,000,000 was amended with a maturity extended to March 20, 2026 and a conversion price of $18.00 per share. Several high-interest loans were repaid or restructured during the period.