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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 26, 2024
CISO GLOBAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41227 | 83-4210278 | ||
| (State or Other | (Commission File | (IRS Employer | ||
| Jurisdiction of Incorporation | Number) | Identification No.) |
| 6900 E. Camelback Road, Suite 900 | ||
| Scottsdale, Arizona | 85251 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (480) 389-3444
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 | ||
| Common Stock, par value $0.00001 per share | CISO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by checkmark 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 8.01. Other Items
On March 26, 2024, the Company issued press releases announcing updates regarding its compliance with certain listing requirements of The Nasdaq Stock Market LLC. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 26, 2024 | |
| 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: March 26, 2024 | CISO Global, Inc. | |
| By: | /s/ Debra L. Smith | |
| Name: | Debra L. Smith | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
CISO Global In Compliance with Nasdaq Bid Price Listing Requirement
Scottsdale, Ariz. March 26, 2024 – CISO Global (NASDAQCM: CISO), an industry leader in proprietary software, managed cybersecurity and compliance, announced that as of March 22, 2024, the Nasdaq Stock Market (“Nasdaq”) confirmed that the Company has sufficiently demonstrated compliance with the bid price requirement in Nasdaq Listing Rule 5550(a)(2) (“Bid Price Rule”). CISO Global enacted a reverse split effective on March 8, 2024, and maintained a share price in excess of $1.00 per share for the following 10 consecutive trading days.
The Company’s March 26, 2024, scheduled hearing before the Nasdaq Hearing Panel has been cancelled.
About CISO Global
CISO Global (NASDAQCM: CISO), based in Scottsdale, Arizona, is a Top #25 managed cybersecurity and compliance services provider that is delivering innovative solutions through its newly developed AI and ML-powered product portfolio. The company protects the most demanding businesses and government organizations against continuing and emerging security threats and ensures their compliance obligations are being met. For more information about the company, visit CISO Global on LinkedIn, X or at www.ciso.inc.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding our ability to remain compliant with Nasdaq’s continued listing rules. These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievements to materially differ from those expressed or implied by these forward-looking statements. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the Securities and Exchange Commission (SEC) from time to time, including our most recent annual report on Form 10-K, particularly under the heading “Risk Factors.” Copies of these filings are available online from the SEC or on the SEC Filings section of our Investor Relations website at www.ciso.inc. All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.
Media Inquiries:
Janet Brumfield
Ideal PR+ for CISO Global
614.582.9636
janet@idealprplus.com