UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 14, 2023, we held our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote upon the following proposals: (1) to elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified; (2) to ratify the appointment of Semple, Marchal & Cooper, LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending December 31, 2023; (3) to approve an amendment to our amended and restated certificate of incorporation, as amended, to effect a reverse stock split of the outstanding shares of our common stock, by a ratio of not less than 1-for-10 shares and not more than 1-for-50 shares, with the exact ratio to be set at a whole number within this range by our Board of Directors in its sole discretion (the “Reverse Stock Split Proposal”); (4) to approve an adjournment of the meeting, to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Reverse Stock Split Proposal (the “Adjournment Proposal”) .
The following directors were elected at the annual meeting:
| Director | Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||||||||||
| David G. Jemmett | 88,699,035 | 2,154,845 | 68,509 | — | ||||||||||||
| Debra L. Smith | 90,470,464 | 238,543 | 614,223 | — | ||||||||||||
| R. Scott Holbrook | 89,887,451 | 1,172,855 | 478,663 | — | ||||||||||||
| Andrew K. McCain | 90,325,124 | 740,778 | 473,067 | — | ||||||||||||
| Ret. General Robert C. Oaks | 90,712,308 | 346,298 | 480,363 | — | ||||||||||||
| Ernst M. (KiKi) VanDeWeghe, III | 90,268,889 | 795,134 | 474,946 | — | ||||||||||||
Our stockholders ratified the appointment of Semple, Marchal & Cooper, LLP as our independent registered public accountants for the fiscal year ending December 31, 2023. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||||||||||||
| Ratification of Semple, Marchal & Cooper, LLP as independent registered public accountants | 91,014,827 | 65,740 | 458,402 | — | ||||||||||||
Our stockholders approved the Reverse Stock Split Proposal. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||||||||||||
| Reverse Stock Split Proposal | 89,379,629 | 1,891,700 | 245,139 | — | ||||||||||||
Our stockholders approved the Adjournment Proposal. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||||||||||||
| Adjournment Proposal | 90,363,737 | 752,898 | 121,240 | — | ||||||||||||
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.
| CERBERUS CYBER SENTINEL CORPORATION | ||
| Date: December 20, 2023 | By: | /s/ Debra L. Smith |
| Debra L. Smith | ||
| Chief Financial Officer | ||
Cover |
Dec. 14, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 14, 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, $0.00001 |
| Trading Symbol | CISO |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |