Business Context and Reporting Period
This Form 8-K is a current report filed by Cerberus Cyber Sentinel Corporation (trading as CISO Global, Inc.) on June 10, 2022. The registrant is a Delaware corporation with principal executive offices in Scottsdale, Arizona, and its common stock trades on The Nasdaq Stock Market LLC under the symbol "CISO". The company is classified as an emerging growth company.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a corporate governance event regarding equity restrictions rather than financial performance results.
Material Changes
The primary material event reported is the modification of lock-up provisions from an Underwriting Agreement dated January 13, 2022, with Boustead Securities, LLC. On June 10, 2022, Boustead granted a staged release from these lock-up provisions. This release permits the company to:
- Proceed with a shelf registration statement on Form S-3 and a $100 million at-the-market offering of common stock.
- Adopt or amend equity incentive plans, grant securities, and file related registration statements.
- Issue securities in connection with acquisitions.
A complete release from the lock-up provisions will become effective upon the effective date of the Form S-3 shelf registration statement.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future financial performance, or discussion of specific risks and contingencies beyond the context of the lock-up release. The information is furnished pursuant to Item 7.01 (Regulation FD Disclosure) and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
Investor Verification Checklist
- Verify the status and effective date of the Form S-3 shelf registration statement to confirm when the complete lock-up release takes effect.
- Monitor the commencement of the $100 million at-the-market offering program.
- Review any subsequent filings for details on equity incentive plan amendments or acquisition-related issuances enabled by this release.
- Confirm the company's continued status as an emerging growth company and its election regarding extended transition periods for accounting standards.