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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): June 1, 2025
CISO
GLOBAL, INC.
(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 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.
As
disclosed on our Form 8-K filed on May 2, 2025, we received a deficiency letter from the listing qualifications staff (the “Staff”)
of Nasdaq notifying us that, for the last 31 consecutive business days prior to April 30, 2025, the closing bid price of our common stock
was below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were given until October 27, 2025, to regain compliance with Rule 5550(a)(2).
On
June 1, 2025, we received written notification from Nasdaq notifying us that we had regained compliance with Nasdaq Listing Rule 5550(a)(2)
as a result of the closing bid price of our common stock being at $1.00 per share or greater for the last 14 consecutive business days,
from May 12, 2025 to May 30, 2025. Accordingly, we are now in compliance with Nasdaq Listing Rule 5550(a)(2), and Nasdaq considers
the matter closed.
Additionally,
as disclosed on our Form 8-K filed on April 11, 2025, we received a deficiency letter from the Staff of Nasdaq notifying us that, as
a company listed on the Nasdaq Capital Market, we are required to maintain a minimum of $2,500,000 in stockholders’ equity for
continued listing per Listing Rule 5550(b)(1). Our Annual Report on Form 10-K for the year ended December 31, 2024 reported stockholders’
equity of $1,149,064. Therefore, as of April 7, 2025, we did not meet the alternatives of market value of listed securities or net income
from continuing operations, and we no longer complied with Listing Rule 5550(b)(1).
On
June 2, 2025, we received written notification from Nasdaq notifying us that we had regained compliance with Nasdaq Listing Rule 5550(b)(1)
based on our Form 10-Q filed on May 15, 2025, evidencing stockholders’ equity of $6,979,365. Accordingly, we are now in compliance
with Nasdaq Listing Rule 5550(b)(1), and Nasdaq considers the matter closed.
Item
9.01. Financial Statements and Exhibits.
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:
June 3, 2025 |
CISO
Global, Inc. |
| |
|
|
| |
By: |
/s/
Debra L. Smith |
| |
Name: |
Debra
L. Smith |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
CISO
Global Receives NASDAQ Full Compliance
Scottsdale,
AZ — June 3, 2025 — CISO Global Inc. (NASDAQ: CISO), an industry leader in AI-powered security software, managed cybersecurity,
and compliance, is pleased to announce it has received formal notifications from NASDAQ confirming that the company is in full compliance
with all NASDAQ listing standards.
The
NASDAQ notifications verified that CISO Global has satisfied all previously outstanding listing requirements, underscoring the company’s
strong commitment to corporate governance, transparency, and shareholder value.
CISO
Global also reaffirmed its previous financial guidance, expecting to achieve approximately $35 million in cybersecurity services
revenue and $5 million in software bookings for the current fiscal year. This guidance aligns with the company’s strategic initiatives,
robust customer growth, and sustained demand for cybersecurity solutions across multiple industries.
“We
are pleased to receive this confirmation from NASDAQ, as it reflects our ongoing commitment to maintaining the highest standards of transparency
and governance,” stated David Jemmett, CEO of CISO Global. “Our reaffirmed revenue guidance demonstrates confidence in our
market position and the continued strong demand for our innovative cybersecurity software. We remain focused on executing our strategy,
delivering value to our shareholders, and helping our customers defend against increasingly sophisticated cyber threats.”
CISO
Global is actively selling its portfolio of next generation security software to its over 600 customers and through key insurance partners
such as Cyber Assurance Group.
About
CISO Global
CISO
Global is a premier cybersecurity firm dedicated to providing leading-edge cyber services and innovative software solutions designed
to protect businesses and organizations from evolving cyber threats. Leveraging deep industry expertise, advanced technology, and strategic
partnerships, CISO Global delivers comprehensive cybersecurity solutions tailored to client-specific needs.
Safe
Harbor Statement
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,
our belief that we are an industry leader in AI-powered security software, managed cybersecurity, and compliance; our belief in our strong
commitment to corporate governance, transparency, and shareholder value; our expectation of the our financial commitment to procuring
upwards of $35 million in cybersecurity services revenue and $5 million in software bookings in 2025; our belief in our strategic initiatives,
robust customer growth, and sustained demand for cybersecurity solutions across multiple industries. and our belief that we provide comprehensive
cybersecurity solutions to our clients. 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 our 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. These risks may be detailed from time to time in the reports filed with the Securities and Exchange Commission,
including the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 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, we assume no obligation and do not intend to update
any forward-looking statements, whether as a result of new information, future developments, or otherwise.
For
Media Inquiries:
Hilary
Meyers
hilary.meyers@ciso.inc
(480)
389-3444