Business Context and Reporting Period
Cerberus Cyber Sentinel Corporation (also referenced as CISO Global, Inc. in metadata) filed a Form 8-K on May 25, 2020. The registrant is an emerging growth company incorporated in Delaware. The filing reports the entry into a Material Definitive Agreement on May 25, 2020.
Key Financial Metrics
This filing is a Current Report regarding a corporate transaction and does not contain audited financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for these financial indicators.
Material Changes
The primary material change is the execution of a Stock Purchase Agreement (SPA) with Technologyville, Inc. ("Techville") and its sole shareholder, Brian Yelm. Under the terms of the SPA:
- All outstanding common shares of Techville owned by Yelm will be exchanged for 3,392,271 shares of Cerberus Cyber Sentinel Corporation common stock (par value $0.00001).
- The shares to be issued are unregistered, relying on an exemption under Section 4(a)(2) of the Securities Act of 1933.
Outlook, Management Commentary, and Risks
Target Company Profile: Techville is an IT consulting firm specializing in automated managed services. Its offerings include Tech Connect Pro, Cloud Services, Drive, and Security. The company operates three offices (Algonquin, IL; Mesa, AZ; New Braunfels, TX) with a staff of 12 employees and a client base of over 50 companies across behavioral health, manufacturing, communications, and financial services.
Management Commentary: The filing notes that the description of the agreement is qualified in its entirety by reference to the full Stock Purchase Agreement filed as Exhibit 10.1.
Risks and Contingencies: The filing does not explicitly list risks or contingencies beyond the standard reliance on a registration exemption for the stock issuance.
Investor Verification Checklist
- Verify the full terms and conditions of the Stock Purchase Agreement in Exhibit 10.1.
- Confirm the closing date and any conditions precedent to the issuance of the 3,392,271 shares.
- Assess the financial health and revenue stability of Techville, given the lack of financial data in this filing.
- Review the impact of the share issuance on existing shareholder dilution.