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 13, 2022
CERBERUS CYBER SENTINEL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-41227 | 83-4210278 | ||
| (State or other | (Commission File | (IRS Employer | ||
| jurisdiction of incorporation | 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 1.01 Entry into a Material Definitive Agreement
On January 13, 2022, Cerberus Cyber Sentinel Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Boustead Securities LLC (the “Underwriter”) related to a public offering of 2,000,000 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a price of $5.00 per share, less underwriting commissions. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 45 days, to purchase up to an additional 300,000 shares of Common Stock to cover over-allotments, if any. The offering is being made pursuant to the Company’s registration statement on Form S-1, as amended (Registration Statement No. 333-261645), filed with the Securities and Exchange Commission.
On January 19, 2022, the Underwriter exercised the over-allotment option with respect to 60,000 shares of Common Stock and that the offering had been completed.
Item 8.01. Other Events
On January 13, 2022, the Company issued a press release announcing that it had priced the public offering described in Item 1.01 of this Report.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release dated January 13, 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
SCOTTSDALE, Ariz., Jan. 13, 2022 (GLOBE NEWSWIRE) — Cerberus Cyber Sentinel Corp. (Nasdaq: CISO), a managed cybersecurity and compliance (MCCP) company, today announced the pricing of its initial public offering of 2,000,000 shares of its common stock at a price of $5.00 per share to the public for a total of $10,000,000 of gross proceeds to Cerberus Cyber Sentinel Corp.
The common stock is expected to begin trading on the Nasdaq Capital Market on January 14, 2022, under the symbol “CISO.” The offering is expected to close on January 19, 2022, subject to customary closing conditions.
Boustead Securities, LLC is acting as the sole underwriter for the offering. Gray Reed & McGraw LLP served as counsel to CISO, Michelman & Robinson LLP served as counsel to the underwriter.
The offering is being made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained, when available, from Boustead Securities, LLC, via email: offerings@boustead1828.com or by calling +1 (949) 502-4408 or standard mail at Boustead Securities, LLC, Attn: Equity Capital Markets, 6 Venture, Suite 395, Irvine, CA 92618, USA. In addition, a copy of the final prospectus, when available, relating to the offering may be obtained via the SEC’s website at www.sec.gov.
A registration statement relating to these securities was filed with the Securities and Exchange Commission and was declared effective on January 13, 2022. This news release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Cerberus Sentinel
Cerberus Sentinel is an industry leader in Managed Cybersecurity and Compliance (MCCP) services with 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.
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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
Keith Moore, Chief Executive Officer
Boustead Securities, LLC
+1 949-502-4408
keith@boustead1828.com