Business Context and Reporting Period
This Form 8-K, filed on July 26, 2021, by Cerberus Cyber Sentinel Corporation (the "Company"), reports the amendment of a merger agreement and the completion of an acquisition. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the Company or the acquired entity. The document focuses on the structural terms of the transaction rather than financial performance metrics.
Material Changes
- Merger Structure Amendment: On July 26, 2021, the Company entered into an Amended and Restated Agreement and Plan of Merger. The structure was reversed from the original June 30, 2021 agreement; Merger Sub will now merge into Catapult Acquisition Corporation ("Catapult"), with Catapult surviving as a wholly-owned subsidiary of the Company.
- Acquisition Completion: The merger became effective on August 2, 2021.
- Consideration: Catapult shareholders received the right to receive up to 2,566,778 shares of Cerberus common stock, subject to a holdback of 256,678 shares.
- Target Business: Catapult, operating under the brand "VelocIT," provides enterprise IT solutions (including server management, cybersecurity, and business continuity) to small and medium-sized businesses from its base in Cranbury, New Jersey.
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 legal disclaimer that the summary is qualified by the full Amended and Restated Merger Agreement filed as Exhibit 10.1. The issuance of shares to Catapult shareholders was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the final number of shares issued to Catapult shareholders after the holdback period concludes.
- Review the full Amended and Restated Agreement and Plan of Merger (Exhibit 10.1) for specific covenants, representations, and conditions not detailed in this summary.
- Confirm the integration timeline and operational impact of the VelocIT brand on Cerberus's existing product suite.
- Check subsequent filings for the financial impact of the acquisition on Cerberus's balance sheet and cash position.