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): January 19, 2022
CERBERUS CYBER SENTINEL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-41227 | 83-4210278 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation | File Number) | Identification No.) |
6900 E. Camelback Road, Suite 240, Scottsdale, AZ 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, $0.00001 par value | CISO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.01 Completion of Acquisition or Disposition of Assets
On January 5, 2022, Cerberus Cyber Sentinel Corporation (the “Company”) entered into a Stock Purchase Agreement (the “True Digital Stock Purchase Agreement”) with certain shareholders of True Digital Security Inc., a Delaware corporation (“True Digital”), and an Agreement and Plan of Merger (the “True Digital Merger Agreement”) with True Digital and certain of its other shareholders. On January 19, 2022, the transactions contemplated by the True Digital Stock Purchase Agreement and the True Digital Merger Agreement were consummated, with True Digital becoming a wholly owned subsidiary of the Company. In connection with consummation of the transactions, the Company paid aggregate consideration of $6,153,000 in cash and 8,229,000 shares of the Company’s common stock.
True Digital is a managed cybersecurity and compliance provider dedicated to the advancement of security in an increasingly connected world. Through integrated services and deep visibility, True Digital helps organizations manage risk and compliance. From its own U.S.-based Security Operations Center and Network Operations Center, True Digital manages client networks and endpoints, including cybersecurity monitoring and cyber incident response. Additionally, True Digital enables both regulated and unregulated companies to redefine their security operations and establishes a holistic viewpoint of their IT, cybersecurity, and compliance operations through TrueSpeed, its proprietary IT-Security Compliance Operational Intelligence Platform.
The foregoing description does not purport to describe all of the terms and provisions of the True Digital Stock Purchase Agreement and the True Digital Merger Agreement, which were filed as Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022, and are incorporated herein by reference.
Item 8.01. Other Events
On January 20, 2022, the Company issued a press release announcing consummation of the transactions described in Item 1.01 of this Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release dated January 20, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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 | ||
| By: | /s/ Deb Smith | |
| Deb Smith | ||
| Chief Financial Officer (Principal Accounting Officer) | ||
| January 20, 2022 | ||
| 3 |
Exhibit 99.1
Cerberus Sentinel Reaches M&A Milestone
True Digital Security acquisition close highlights U.S. cybersecurity services firm’s planned expansion by M&A
SCOTTSDALE, Ariz., Jan. 20, 2022 (GLOBE NEWSWIRE) — Cerberus Cyber Sentinel Corporation (Nasdaq: CISO), a Managed Compliance and Cybersecurity Provider (MCCP) based in Scottsdale, Arizona, announced that with the completion of the latest acquisition of True Digital Security into the company’s family of cybersecurity businesses. , its revenue for the trailing 12 months ended Sept. 30, 2021, on a proforma basis to reflect all acquired businesses, increased to approximately $45.5 million.
The previously announced transaction of True Digital Security, a network security company with offices in New York, Florida, and Oklahoma, was subject to the successful listing of Cerberus Sentinel’s common stock on the Nasdaq Capital Market, which occurred Friday, Jan. 14, followed by the closing of a $10,300,00 offering of the Cerberus Sentinel’s common stock underwritten by Boustead Securities, LLC, which included partial exercise of Boustead’s over-allotment option. Under the terms of the agreement to acquire True Digital, True Digital is now a wholly owned subsidiary of Cerberus Sentinel.
Unlike many cybersecurity organizations, Cerberus Sentinel’s business model centers on acquiring highly skilled, strongly led cybersecurity companies with which it can partner to provide best-in-class services to customers and make employees shareholders in the company. With its holistic approach to help enterprises secure their operations, through its MCCP+ (managed compliance and cybersecurity provider + culture) solution, Cerberus Sentinel creates a culture of security from end-to-end utilizing and responding to the needs of each customer.
“From the beginning, our model has been to find highly talented, entrepreneurial cybersecurity organizations with a passion for what we do to help our customers,” said David Jemmett, CEO and founder of Cerberus Sentinel. We will continue to find companies that align with our strategy and culture.
“The cybersecurity skills gap only continues to grow exponentially. The number of unfilled cybersecurity jobs grew by 350 percent, from one million positions in 2013 to 3.5 million in 2021, according to Cybersecurity Jobs Report: 3.5 Million Openings In 2025 (cybersecurityventures.com). Finding talented cybersecurity professionals, who also are business leaders, is increasingly challenging. By identifying companies that want to grow with us, maintain their teams, and realize benefits in being part of a public company, we believe this is the way the industry must grow to protect our customers.”
True Digital will continue to be based in New York, Florida, and Oklahoma.
For more information about Cerberus Sentinel, see this prospectus.
About Cerberus Sentinel
Cerberus Sentinel is a leading Managed Compliance and Cybersecurity Provider (MCCP), providing its exclusive MCCP+ managed compliance and cybersecurity services plus culture program. 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 forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “look forward,” “intend,” “guidance,” “future” or similar expressions are forward-looking statements. Because these statements reflect Cerberus Sentinel’s current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors, as more fully described under the caption “Risk Factors” and elsewhere in Cerberus Sentinel’s Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein, could affect Cerberus Sentinel’s future financial results and could cause actual results to differ materially from those expressed in such forward-looking statements. The forward-looking statements in this news release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause the Cerberus Sentinel’s actual results to differ materially from expected and historical results. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
Contact:
Charles J. Zigmund, Vice President
Cerberus Sentinel
617-838-4183
charles.zigmund@cerberussentinel.com
Cathy Morley Foster
Eskenzi PR
925-708-7893
cathy@eskenzipr.com
Matt Glover or Alex Kovtun
Gateway Investor Relations
949-574-3860
CISO@gatewayir.com