UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Stephen H. Scott, Jr.
Effective May 10, 2023, Stephen H. Scott, Jr. resigned from his position as a member of the Board of Directors (the “Board”) of CISO Global, Inc. (the “Company”). Mr. Scott’s decision to resign was not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices. At the time of his resignation, Mr. Scott did not serve on any committees of the Board.
Election of Debra L. Smith
Effective May 10, 2023, the Board appointed Debra L. Smith, the Company’s Chief Financial Officer, to serve as a member of the Board to fill the vacancy resulting from Mr. Scott’s resignation.
Ms. Smith, 52, has served as the Chief Financial Officer of the Company since June 2021. Previously, Ms. Smith served as the Company’s Executive Vice President of Finance and Accounting from February 2021 to June 2021. Prior to that, Ms. Smith served as Executive Vice President of Finance at Arrivia Inc. from January 2020 to February 2021 and Controller and, subsequently, Chief Accounting Officer at BeyondTrust from October 2016 to January 2020. Ms. Smith received a Bachelor of Science degree in Accounting, Summa Cum Laude, from DeVry University and a Master’s degree in counseling with Honors from Argosy University.
Ms. Smith will not serve on any of the committees of the Board. There are no other arrangements or understandings pursuant to which Ms. Smith was selected as a director. Other than with respect to the terms of her employment as Chief Financial Officer of the Company, there are no related party transactions between the Company and Ms. Smith reportable under Item 404(a) of Regulation S-K. Ms. Smith has no family relationship with any director or executive officers of the Company.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing Mr. Scott’s resignation and Ms. Smith’s appointment is attached as Exhibit 99.1.
On May 15, 2023, the Company issued a press release announcing the formation of vCISO LLC, a wholly owned subsidiary to own and out-license certain of its intellectual property, including the ARGO Security Management Platform (“ARGO”). A copy of the press release is attached hereto as 99.2.
The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibits 99.1 and 99.2, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 8.01. Other Events.
On May 15, 2023, the Company announced the formation of vCISO LLC, a wholly owned subsidiary to own and out-license certain of its intellectual property. ARGO will be the first asset moved to the wholly owned subsidiary. ARGO provides a holistic view of a company’s information security program on a single pane of glass, and it is designed to empower both security professionals and non-technical executives with real time data to see how vital components of their security program are performing. The Company expects to move additional intellectual property to vCISO LLC on an ongoing basis.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release, dated May 15, 2023 | |
| 99.2 | Press release, dated May 15, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 15, 2023 | CISO Global, Inc. | |
| By: | /s/ Debra L. Smith | |
| Name: | Debra L. Smith | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
NEWS RELEASE
Company Contact:
Public Relations Contact:
Corporate Communications
IBN (InvestorBrandNetwork) Los Angeles, California
www.InvestorBrandNetwork.com
310-299-1717 Office
Editor@InvestorBrandNetwork.com
CISO Global names CFO Deb Smith to Board of Directors
Scottsdale, Ariz. May 15, 2023 – CISO Global (NASDAQ: CISO), an industry leader as a managed cybersecurity and compliance provider, based in Scottsdale, Ariz., announced that it has named Chief Financial Officer Deb Smith to the Board of Directors. Ms. Smith has served as the CFO and Secretary since 2021.
“Deb has overseen and managed the complex financial aspects of successfully acquiring and integrating 17 companies on a global basis,” said David Jemmett, CEO and founder of CISO Global. “She is a trusted member of our Executive team and brings tremendous leadership and perspective to our Board.”
“I’m honored to be named to the Board of Directors and have long been inspired by CISO Global’s performance as an industry leader in cybersecurity and compliance,” said Smith. “Equipped with exceptional mind share and absolute commitment to its clients, CISO has proven time and again its ability to rise to the top of a competitive market. I’m grateful for the opportunity to continue to serve in my capacity as CFO and am excited to be a part of our core steering team.” Ms. Smith brings over 18 years of experience in finance and replaces Stephen Scott, who will remain with the Company as an internal advisor, and joins a Board that includes CEO David Jemmett, President & Chief Information Security Officer Ashley Devoto, Ret. General Robert Oaks, Andy McCain, Scott Holbrook, and Kiki Vandeweghe.
“Deb will bring tremendous financial insights to our Board of Directors,” President and CISO Ashley Devoto pointed out. “With her intimate knowledge of company success metrics and market impact, she is in a unique position to help shape the company’s strategic decision making at the board level. I firmly believe that CISO Global will benefit from her expanded leadership role.”
About CISO Global
CISO Global is an industry leader as a managed cybersecurity and compliance provider. The company is rapidly expanding by acquiring world-class cybersecurity, secured managed services, and compliance companies with top-tier talent that utilize the latest technology to create innovative solutions to protect the most demanding businesses and government organizations against continuing and emerging security threats and compliance obligations.
Safe Harbor Statement
This news release contains certain statements that may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. These statements are often, but not always, made through the use of words or phrases such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “predict,” “plan,” “project,” “continuing,” “ongoing,” “potential,” “opportunity,” “will,” “may,” “look forward,” “intend,” “guidance,” “future” or similar words or phrases. These statements reflect our current views, expectations, and beliefs concerning future events and are subject to substantial risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, risks related to our ability to raise capital; our ability to increase revenue and cash flow and become profitable; our ability to recruit and retain key talent; our ability to identify and consummate acquisitions; our ability to acquire, attract, and retain clients; and other risks detailed from time to time in the reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. Except as required by law, we assume no obligation and do not intend to update any forward-looking statements, whether as a result of new information, future developments, or otherwise.
Exhibit 99.2
NEWS RELEASE
Company Contact:
Public Relations Contact:
Corporate Communications
IBN
(InvestorBrandNetwork)
Los Angeles, California
www.InvestorBrandNetwork.com
310-299-1717 Office
Editor@InvestorBrandNetwork.com
CISO Global Creates vCISO LLC to Hold Intellectual Property
SaaS subsidiary will own and out-license next generation security software
Scottsdale, Ariz. May 15, 2023 – CISO Global (NASDAQ: CISO), an industry leader as a managed cybersecurity and compliance provider, based in Scottsdale, Ariz., announced that it has formed vCISO LLC to own and out-license certain intellectual property of the company. The ARGO Security Management Platform will be the first asset moved to the wholly owned subsidiary.
“Over the course of 17 acquisitions, we have brought together some amazing talent that has developed game-changing security solutions,” said David Jemmett, CEO and founder of CISO Global. “We have been enhancing, testing and deploying these solutions to ensure their efficacy and efficiency.”
ARGO provides a holistic view of a company’s information security program on a single pane of glass. Designed to empower both security professionals and non-technical executives with real-time data to see how vital components of their security program are performing, ARGO has been successfully deployed on customer networks.
“The cybersecurity talent shortage makes it challenging for organizations to build resiliency against cyber threats,” said Ashley Devoto, President and Chief Information Security Officer of CISO Global. “The products we are bringing to market are designed to enable and differentiate our services so our clients keep pace with the evolving threat landscape. With ARGO, we deliver an always-on cybersecurity platform backed by our experts who work as an extension of client teams.”
CISO expects to move additional intellectual property to vCISO LLC on an ongoing basis.
“The creation of vCISO will allow CISO Global to continue to focus on delivering world class security services while recognizing the value of the intellectual property for our shareholders,” said Jemmett.
About CISO Global
CISO Global is an industry leader as a managed cybersecurity and compliance provider. The company is rapidly expanding by acquiring world-class cybersecurity, secured managed services, and compliance companies with top-tier talent that utilize the latest technology to create innovative solutions to protect the most demanding businesses and government organizations against continuing and emerging security threats and compliance obligations.
Safe Harbor Statement
This news release contains certain statements that may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include, among others, our belief in the capabilities of the ARGO Security Management Platform; our belief in the value of CISO’s intellectual property; and our belief in the design and capability of the products that CISO is bringing to market. These statements are often, but not always, made through the use of words or phrases such as "believes," "expects," "anticipates," "intends," "estimates," “predict,” "plan," “project,” “continuing,” “ongoing,” “potential,” “opportunity,” "will," "may," "look forward," "intend," "guidance," "future" or similar words or phrases. These statements reflect our current views, expectations, and beliefs concerning future events and are subject to substantial risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, risks related to our ability to raise capital; our ability to increase revenue and cash flow and become profitable; our ability to recruit and retain key talent; our ability to identify and consummate acquisitions; our ability to acquire, attract, and retain clients; and other risks detailed from time to time in the reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. Except as required by law, we assume no obligation and do not intend to update any forward-looking statements, whether as a result of new information, future developments, or otherwise.
Cover |
May 10, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 10, 2023 |
| Entity File Number | 001-41227 |
| Entity Registrant Name | CISO Global, Inc. |
| Entity Central Index Key | 0001777319 |
| Entity Tax Identification Number | 83-4210278 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 6900 E. Camelback Road |
| Entity Address, Address Line Two | Suite 900 |
| Entity Address, City or Town | Scottsdale |
| Entity Address, State or Province | AZ |
| Entity Address, Postal Zip Code | 85251 |
| City Area Code | (480) |
| Local Phone Number | 389-3444 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.00001 per share |
| Trading Symbol | CISO |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
| Entity Information, Former Legal or Registered Name | Not Applicable |
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