Business Context and Reporting Period
This Form 8-K was filed by Cerberus Cyber Sentinel Corporation (the "Company") on November 9, 2021, reporting events occurring on that date. The filing details the completion of a merger transaction entered into on October 8, 2021.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the Company or the acquired entity. The only specific financial consideration disclosed is the transaction consideration paid to the target's shareholders.
- Transaction Consideration: 340,000 shares of Company common stock (par value $0.00001) and $50,000 in cash.
Material Changes
The primary material change is the acquisition of RED74 LLC ("RED74").
- Merger Completion: On November 9, 2021, RED74 Merger Sub, LLC merged with and into RED74. RED74 is now a wholly-owned subsidiary of the Company.
- Target Profile: RED74 provides secured managed services and IT security management to small-to-midmarket businesses in New Jersey, focusing on financial services and distribution/warehouse management verticals.
- Geographic Expansion: The acquisition adds a single office location in Pennington, New Jersey, with client support extending to Manhattan and Eastern Pennsylvania.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future financial performance, or specific risk factors beyond the standard incorporation of the Merger Agreement by reference. The issuance of 340,000 shares was made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the exact terms of the Agreement and Plan of Merger filed as Exhibit 10.1.
- Confirm the post-transaction capital structure and the impact of the 340,000 new shares on existing shareholders.
- Review the financial statements of RED74 (if available in other filings) to assess the revenue contribution of the acquired entity.
- Monitor future filings for the integration progress of RED74's operations into Cerberus Cyber Sentinel Corporation.