CISO Global, Inc. (Cerberus Cyber Sentinel Corporation) - 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Cerberus Cyber Sentinel Corporation (referred to in metadata as CISO Global, Inc.) on October 27, 2021. The company is an emerging growth company incorporated in Delaware. The report details the entry into a material definitive agreement to secure financing for prospective acquisitions and general corporate purposes.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, or cash flow data. The primary financial metric disclosed is the creation of a new debt obligation:
- Principal Amount: $1,500,000
- Instrument: 5% Unsecured Convertible Note
- Interest Rate: 6% per annum (calculated on a 360-day year), payable monthly
- Maturity Date: January 27, 2022 (extendable to April 27, 2022 at the Company's election)
- Conversion Price: $5.00 per share of Common Stock
- Lender: Neil Stinchcombe
Material Changes
The material change reported is the issuance of the $1.5 million convertible note. This represents a new direct financial obligation and a potential future dilution of equity if the lender exercises the conversion option. The filing does not provide comparative financial data against prior periods.
Outlook, Risks, and Contingencies
Management Commentary: The proceeds are designated for prospective acquisitions and general corporate purposes. The note includes no prepayment option.
Risks and Contingencies:
- Liquidity Risk: The company must service monthly interest payments and repay the principal by the maturity date unless the note is extended or converted.
- Dilution Risk: The lender may convert the principal and accrued interest into common stock at $5.00 per share, potentially diluting existing shareholders.
- Regulatory Status: The issuance was not registered under the Securities Act of 1933, relying instead on the Section 4(a)(2) exemption for transactions not involving a public offering.
Investor Verification Checklist
- Verify the company's current cash position to assess its ability to meet the January 2022 maturity date.
- Confirm the total number of shares outstanding to calculate the potential dilution impact of the $1.5 million conversion at $5.00 per share.
- Review the full text of Exhibit 10.1 (Purchase Agreement) for additional covenants or default provisions not summarized in the 8-K.
- Monitor subsequent filings for any extension of the maturity date or actual conversion of the note into equity.