Business Context and Reporting Period
This Form 8-K Current Report was filed by Cerberus Cyber Sentinel Corporation (the "Company") on July 31, 2020. The Company is an emerging growth company incorporated in Delaware. The report details a material acquisition completed on the filing date.
Key Financial Metrics and Transaction Details
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the Company or the acquired entity. The primary financial metric disclosed is the consideration paid for the acquisition:
- Acquisition Consideration: 2,330,000 shares of the Company's common stock (par value $0.00001).
- Target Entity: Clear Skies Security LLC ("Clear Skies").
- Transaction Type: Acquisition of 100% of outstanding equity securities.
Material Changes
The material change reported is the completion of the acquisition of Clear Skies Security LLC. Clear Skies is an information technology consulting firm specializing in identifying security vulnerabilities through extensive testing, including Penetration Testing (Pen Tests). The firm provides remediation, cybersecurity road mapping, and proactive planning. Clear Skies is based in Alpharetta, Georgia, with a regional office in Stuart, Florida.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard incorporation by reference of the Share Purchase Agreement (SPA). The shares issued to Clear Skies equity holders were unregistered, relying on an exemption under Section 4(a)(2) of the Securities Act of 1933.
Unusual Items and Contingencies: The financial statements of the acquired business and pro forma financial information are not included in this filing. They are scheduled to be filed by amendment no later than 71 calendar days after the filing date of this report.
Investor Verification Checklist
- Verify the fair market value of the 2,330,000 shares issued to determine the total transaction value.
- Review the full Share Purchase Agreement (Exhibit 10.1) for specific terms, representations, and warranties.
- Monitor the upcoming amendment filing (within 71 days) for the financial statements of Clear Skies and pro forma financial information.
- Confirm the integration strategy and expected synergies between Cerberus Cyber Sentinel and Clear Skies' penetration testing services.