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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): February 23, 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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective
February 23, 2024, our Board of Directors appointed Brett Chugg to fill a vacancy as a member of the Board of Directors for our company.
Mr. Chugg will not serve on any committees.
Mr.
Chugg, 56, has most recently served as Senior Managing Director at Koch Disruptive Technologies, a venture and growth equity investment
group at Koch Industries and has served as a Director on several high-growth company boards. Mr. Chugg is qualified to serve due to his
experience as an investor and leader in technology with global and multi-industry experience.
In
connection with Mr. Chugg’s election to the Board he has been granted stock options for 500,000 shares in our company’s Common
Stock which will vest over a two-year period which has been approved by the Board of Directors of the Company. Mr. Chugg will
not receive any additional compensation as a Director of our company.
There
are no family relationships between Mr. Chugg and any of our directors or executive officers. There have been no transactions since the
beginning of our last fiscal year, and no transactions are currently proposed, in which we were or are to be a participant and in which
either Mr. Chugg or any member of his immediate family had or will have any interest, that are required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Item
7.01 |
Regulation
FD Disclosure. |
A
copy of the Press Release announcing this appointment to our Board of Directors is attached hereto as Exhibit 99.1.
The
information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished
to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by a specific reference in such filing.
Item
9.01. |
Financial
Statements and Exhibits. |
(d)
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:
February 27, 2024 |
CISO
Global, Inc. |
|
|
|
|
By: |
/s/
Debra L. Smith |
|
Name: |
Debra
L. Smith |
|
Title: |
Chief
Financial Officer |
Exhibit
99.1
![A blue and white logo
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1777319/000149315224007934/ex99-1_001.jpg)
CISO GLOBAL APPOINTS TECH VETERAN BRETT CHUGG
TO BOARD OF DIRECTORS; CHUGG TO HELP USHER IN NEXT STAGE OF GROWTH
Scottsdale, Ariz. February 27, 2024 –
CISO Global (NASDAQCM: CISO), an industry leader as a managed cybersecurity and compliance provider, has named Brett Chugg to its Board
of Directors. With the appointment of tech veteran Chugg, CISO Global is well positioned for its next stage of growth underpinned by
its software-first product platform strategy.
Chugg most recently served as senior managing
director at Koch Disruptive Technologies, a venture and growth equity investment group at Koch Industries known for its high-performance,
high-impact lines of business. During his 25 years at Koch, he led bespoke, structured financial solutions, M&A, and multiple company
growth strategies.
Chugg also has served as a director on several
high-growth company boards most recently, including: Insightec, Vayyar, Valo Health, Shine Technologies, and Cohere Communications. Chugg
brings significant experience as an investor and leader in technology with global, multi-industry experience including hardware, software,
manufacturing, healthcare, and petrochemical markets.
“CISO Global is undergoing transformative
growth,” said David Jemmett, CEO. “This is a pivotal time for Brett to join our company and further enable its continued
evolution with his deep experience, strategic capabilities and highly sought after business acumen. He shares our vision of the critical
role our talent and software-first solutions are playing in outpacing competitors with our leading managed security and compliance services.”
“CISO Global has amazing potential,”
said Chugg. “The company has an established foundation that makes it a leader in the space, and I am looking forward to meaningfully
contributing to its future success as a key member of the board. With complementary and developing capabilities, a shared vision, and
a strong, values-based team, we align well to propel CISO Global to the next stage of growth.”
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.
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 cybersecurity; our belief that Chugg is a veteran in the technology field; our belief
that Chugg is well-positioned to usher in the next stage of the company’s growth with its software-first product platform strategy;
our belief that Chugg brings meaningful experience as an investor and leader in technology with global, multi-industry experience; our
belief that our company is undergoing transformative growth; our belief that this is a pivotal time for Chugg to join our company; our
belief that Chugg brings deep experience, strategic capabilities and business acumen to his position on our Board; our belief that Chugg
shares the company’s vision and that he will bring value to the company’s transition to a software led cybersecurity company;
our belief that we have an established foundation that makes us a leader in the cybersecurity space; our belief that we deliver innovative
solutions through our developed AI and ML-powered product portfolio and our belief that we protect businesses and government organizations
against security threats and ensure they meet their compliance obligations. 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. 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 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.
Media
Inquiries:
Janet
Brumfield
Ideal PR+ for CISO Global
614.582.9636
janet@idealprplus.com
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