Business Context and Reporting Period
This Form 8-K Current Report was filed by Cerberus Cyber Sentinel Corporation (trading symbol: CISO) on June 27, 2022. The company is incorporated in Delaware and is classified as an emerging growth company. The report details corporate governance actions approved via written consent by stockholders holding approximately 61.96% of the outstanding common stock.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate structural changes and does not contain financial performance data.
Material Changes
Stockholders approved two primary amendments via written consent:
- Amended and Restated Certificate of Incorporation: Increased authorized common stock from 250,000,000 to 300,000,000 shares and authorized the issuance of 50,000,000 shares of preferred stock.
- 2019 Equity Incentive Plan Amendment: Increased the maximum number of shares available for issuance under the plan from 25,000,000 to 60,000,000 shares.
Outlook, Risks, and Contingencies
The amendments described in this filing are subject to a regulatory waiting period. Pursuant to Rule 14c-2 of the Exchange Act, the Amended and Restated Certificate and the Plan Amendment will not become effective until at least 20 calendar days following the mailing of an information statement to stockholders of record. No specific risks, contingencies, or management outlook regarding future financial performance were disclosed in this text.
Investor Verification Checklist
- Verify the effective date of the stock authorization increases once the 20-day waiting period concludes.
- Review the full text of the Amended and Restated Certificate of Incorporation (Exhibit 3.3) for specific rights attached to the new preferred stock.
- Examine the amended 2019 Equity Incentive Plan (Exhibit 10.3) to understand the terms of the increased share pool.
- Confirm the mailing date of the information statement to calculate the exact effective date of the amendments.