Business Context and Reporting Period
Company: Cerberus Cyber Sentinel Corporation (Note: Request metadata listed "CISO Global, Inc.", but the filing identifies the registrant as Cerberus Cyber Sentinel Corporation).
Filing Type: Form 8-K (Current Report)
Reporting Date: December 23, 2020
Event: Entry into a Material Definitive Agreement involving the issuance of a convertible note.
Key Financial Metrics
This filing reports a specific financing transaction rather than periodic financial performance metrics (e.g., revenue, profit, or cash flow).
- Principal Amount Raised: $3,000,000
- Instrument: 6% Unsecured Convertible Note
- Interest Rate: 6% per annum (based on a 360-day year), payable monthly
- Maturity Date: December 31, 2021 (extendable to December 31, 2022 at Company's election)
- Conversion Price: $2.00 per share of Common Stock
- Prepayment: No prepayment option
Material Changes
The filing discloses the creation of a new direct financial obligation of $3,000,000. The funds are designated for prospective acquisitions and general corporate purposes. The filing does not provide comparative financial data against prior periods.
Outlook, Risks, and Unusual Items
- Related Party Transaction: Andrew McCain, a Director of the Company, serves as President and Chief Operating Officer of the Lender (Hensley & Company).
- Regulatory Status: The issuance was not registered under the Securities Act of 1933, relying on the exemption under Section 4(a)(2) for transactions not involving a public offering.
- Emerging Growth Company: The registrant is classified as an emerging growth company.
- Unusual Items: The note includes a conversion feature allowing the lender to convert principal and accrued interest into common stock at a fixed price of $2.00 per share prior to maturity.
Investor Verification Checklist
- Verify the current share price relative to the $2.00 conversion price to assess immediate dilution risk.
- Confirm the Company's cash position and ability to service monthly interest payments.
- Review the specific terms of the "prospective acquisitions" mentioned as the use of proceeds.
- Examine the full text of Exhibit 10.1 for additional covenants or default provisions not summarized in the 8-K.
- Assess the impact of the related-party nature of the loan on corporate governance.