CERBERUS CYBER SENTINEL CORP (Form: 8-K, Received: 03/21/2022 17:14:06)

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 15, 2022

Cerberus Cyber Sentinel Corporation

(Exact Name of Registrant as Specified in 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, Arizona 85251

(Address of principal executive offices) (Zip Code)

(480) 389-3444

(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
Common Stock, $0.00001		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 (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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Sandra D. Morgan

Effective March 15, 2022, Sandra D. Morgan resigned from her position as a member of our Board of Directors. Ms. Morgan indicated that her departure is not the result of any disagreement with our operations, policies, or procedures. At the time of her resignation, Ms. Morgan served on the Audit Committee and the Governance and Nominating Committee. We appreciate the contributions of Ms. Morgan and thank her for her service.

Election of Ashley N. Devoto

Effective March 21, 2022, our Board of Directors appointed Ashley Devoto as Chief Information Security Officer and as a director of our company.

Ms. Devoto, 38, previously served in various roles at Booz Allen Hamilton, a U.S.-based government contractor, from June 2018 to March 2022, most recently serving as its Chief Information Security Officer. From April 2017 to June 2018, she served as Business Information Security officer for Bank of America, a financial services company. Ms. Devoto has served in the U.S. Air Force Cyberspace Operations since March 2010, and she served as defensive cyber operations planner at 24^th Air Force and NORAD/USNORTHCOM. Ms. Devoto continues to serve in a reserve capacity by leading strategic cyber force development initiatives in her current assignment at the Pentagon. Ms. Devoto holds a bachelor’s degree in Computer Engineering from Vanderbilt University and a master’s degree in Engineering Management from Southern Methodist University. We believe Ms. Devoto’s cybersecurity experience, as well as her extensive experience across military, financial services, and professional services organizations, provide the requisite qualifications, skills, perspectives, and experience that make her well qualified to serve on our Board of Directors.

In her role as Chief Information Security Officer of our company, Ms. Devoto will receive an annual base salary of $225,000, which will be subject to review and adjustment in accordance with our policies. Ms. Devoto will be eligible to receive an annual bonus guaranteed at 20% and up to 100% of her base salary, in the sole discretion of our Compensation Committee. Ms. Devoto also received a grant of stock options to purchase 1,000,000 shares of our common stock at an exercise price of $5.00 per share. One-fourth of the stock options will vest on the first anniversary of the date of grant, and the remaining three-fourths of the stock options will vest monthly over a period of three years thereafter. In addition, Ms. Devoto will receive a signing bonus of $100,000. Ms. Devoto will not receive any additional compensation as a director of our company.

As an employee director, we do not anticipate that Ms. Devoto will serve on any of the committees of our Board of Directors. Other than with respect to the terms of her employment as Chief Information Security Officer of our company, there are no other arrangements or understandings pursuant to which Ms. Devoto was selected as a director. There are no related party transactions between us and Ms. Devoto reportable under Item 404(a) of Regulation S-K. Ms. Devoto has no family relationship with any director or executive officers of our company.

Item 7.01.

Regulation FD Disclosure.

We are furnishing the disclosure in this Item 7.01 in connection with the disclosure of information in the form of textual information from a press release published on March 21, 2022 announcing Ms. Devoto’s appointment as Chief Information Security Officer of our company. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits.

	Exhibit
	Number	Exhibits

	99.1	Press release from Cerberus Cyber Sentinel Corporation, dated March 21, 2022, entitled “Cerberus Sentinel Appoints New Chief Information Security Officer to Executive Team”

	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.

	CERBERUS CYBER SENTINEL CORPORATION

Date: March 21, 2022	By:	/s/ Debra L. Smith
		Debra L. Smith
		Chief Financial Officer

Exhibit 99.1

Cerberus Cyber Sentinel Corporation

U.S. cybersecurity services firm adds experienced CISO from Booz Allen

SCOTTSDALE, Ariz., March 21, 2022 (GLOBE NEWSWIRE) — via InvestorWire – Cerberus Cyber Sentinel Corporation (NASDAQ: CISO), a Managed Compliance and Cybersecurity Provider (MCCP) based in Scottsdale, Ariz., announces that Ashley Devoto has been appointed chief information security officer (CISO) for the company. She will be responsible for guiding Cerberus Sentinel’s global cybersecurity strategy as well as leading all cybersecurity operations and supporting the delivery of cybersecurity solutions to customers.

Devoto brings 17 years’ experience and a track record of building and leading global cybersecurity programs for large, diverse organizations. Prior to joining Cerberus, Devoto most recently served as CISO for Booz Allen Hamilton, a U.S.-based government contractor, where she was responsible for cybersecurity strategy and led the transformation of cybersecurity organization to defend against today’s threats.

Devoto has leveraged her military experience in both operations and strategy in her role as a client delivery executive to develop robust defenses and deploy military-grade cybersecurity and risk management solutions to protect Fortune 500 organizations. Prior to that, she served as a business information security officer (BISO) at Bank of America, where she was responsible for information security consultancy, information assurance of third parties, and risk management and remediation across the lines of business.

She served in the U.S. Air Force Cyberspace Operations, where she directed full-spectrum operations for the Air Force Computer Emergency Response Team (AFCERT), and she served as defensive cyber operations planner at 24th Air Force and NORAD/USNORTHCOM. She continues to serve her country in a Reserve capacity by leading strategic cyber force development initiatives in her current assignment at the Pentagon.

“It is an honor and privilege to welcome such a seasoned and talented leader to Cerberus Sentinel,” said David Jemmett, CEO. “Ashley brings a strategic mindset and deep technical expertise, and that powerful combination is what makes her uniquely qualified to serve as our CISO. As a proven cybersecurity practitioner, she brings extensive experience across military, financial services, and professional services organizations.

“Ashley is an innovative thought leader in the cybersecurity domain and understands the challenges of today’s sophisticated cyber threat actors. She will turbocharge our efforts to attract and retain top talent, who can help our clients navigate the complex challenge of managing cyber risk. As Cerberus Sentinel continues to grow both nationally and internationally, Ashley will play a key role in shaping the future of our organization.

“Cerberus Sentinel is unique among cybersecurity providers, because we are thinking about the problem differently and are looking to disrupt the product-centric status quos,” said Devoto. “I am excited to draw on my experience designing, building, and operating cybersecurity organizations to sharpen and drive our strategy to bring substantive change to how our clients protect themselves from cyber risk. Our mission is to reframe the dynamic into one in which organizations see cybersecurity as a part of their success culture and not a collection of products or point solutions. We bring differentiated and integrated services to strengthen our clients’ cybersecurity defenses and drive business resilience.”

About Cerberus Sentinel

Cerberus Sentinel is a Managed Compliance and Cybersecurity Provider (MCCP) 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 its clients against continuing and emerging security threats and compliance obligations.

Forward-Looking Statements

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, the belief that Ms. Devoto will turbocharge efforts to attract and retain top talent, who can help clients navigate the complex challenge of managing cyber risk; the belief that Ms. Devoto will play a key role in shaping the future of the organization; the expectation that Ms. Devoto will draw on her experience designing, building, and operating cybersecurity organizations to sharpen and drive the company’s strategy to bring substantive change to how its clients protect themselves from cyber risk; and the mission to reframe the dynamic into one in which organizations see cybersecurity as part of their success culture and not a collection of products or point solutions. 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 Cerberus Sentinel’s 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 Registration Statement on Form S-1 (No. 333-261645), as amended, and any related prospectus. 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, Cerberus Sentinel assumes no obligation and does not intend to update any forward-looking statements, whether as a result of new information, future developments, or otherwise.

Company Contact:

Neil Stinchcombe, CMO

Cerberus Sentinel

480-500-7294

Neil.Stinchcombe@cerberussentinel.com

Public Relations:

Cathy Morley Foster

Eskenzi PR

925-708-7893

cathy@eskenzipr.com

Investor Relations:

Matt Glover or Alex Kovtun

Gateway Investor Relations

949-574-3860

CISO@gatewayir.com

Wire Service Contact

InvestorWire (IW)

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