Business Context and Reporting Period
This Form 8-K was filed by Cerberus Cyber Sentinel Corporation (the "Company") on December 16, 2020. The Company is an emerging growth company incorporated in Delaware. The report details the completion of a material acquisition on the date of the report.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the Company or the acquired entity. The document focuses on the structural terms of the transaction rather than financial performance data.
Material Changes
- Acquisition Completion: On December 16, 2020, the Company completed the acquisition of Alpine Security, LLC ("Alpine") through a merger with Alpine Merger Sub, LLC.
- Corporate Structure: Alpine now operates as a wholly-owned subsidiary of the Company.
- Equity Issuance: All outstanding membership units of Alpine were converted into 900,000 shares of the Company's common stock (par value $0.00001).
- Unregistered Securities: The shares issued to Alpine's equity holder were not registered under the Securities Act of 1933, relying on an exemption under Section 4(a)(2).
Outlook, Management Commentary, and Risks
Strategic Rationale: The acquisition adds tailored cybersecurity solutions to the Company's portfolio. Alpine's flagship services include CISO-as-a-Service, Penetration Testing, and Private Cybersecurity Training.
Target Capabilities: Alpine specializes in cybersecurity assessment and testing for medical device manufacturers, healthcare cybersecurity, and private certification training (CEH, CISSP, Security+). Alpine is based in O'Fallon, Illinois.
Contingencies: The summary of the transaction is qualified in its entirety by reference to the full Merger Agreement filed as Exhibit 10.1.
Investor Verification Checklist
- Review the full text of the Agreement and Plan of Merger (Exhibit 10.1) for specific terms, representations, and warranties not detailed in this summary.
- Verify the dilution impact of the 900,000 newly issued shares on existing shareholders.
- Confirm the integration timeline and expected synergies between Cerberus Cyber Sentinel and Alpine Security.
- Check subsequent filings for any financial statements related to the acquired entity.