Filing Analysis
CISO Global, Inc. has received an extension from Nasdaq to regain compliance with the minimum bid price requirement ($1.00 per share). The company is currently in a second 180-day compliance period ending December 28, 2026.
🚩 Red Flags
- Delisting notice/non-compliance with minimum bid price requirement
- Potential imminent reverse stock split to avoid delisting
- Failure to regain compliance during the first 180-day window
📋 Key Facts
- The company failed to meet the $1.00 minimum bid price requirement for Nasdaq Listing Rule 5550(a)(2) during the initial 180-day period.
- Nasdaq granted an additional 180-day compliance period, extending the deadline to December 28, 2026.
- The company has notified Nasdaq of its intention to cure the deficiency via a reverse stock split if necessary.
- Compliance requires the closing bid price to be at least $1.00 for ten consecutive business days.
CISO Global, Inc. has submitted a no-action request to the SEC regarding a proposed 'Investor-Consent Share Loan Program.' The program is designed to allow shareholders to explicitly opt-in or opt-out of having their shares lent for securities lending by intermediaries.
📋 Key Facts
- A no-action request was submitted to the SEC Staff on April 7, 2026.
- The request seeks confirmation that the SEC will not recommend enforcement action under Rule 17Ad-20 regarding the program's implementation.
- The program aims to provide beneficial owners with a meaningful opt-in framework for share lending.
- The company issued a press release on April 8, 2026, regarding this initiative.
CISO Global, Inc. has filed a Certificate of Amendment to increase its authorized common stock from 300 million to 1.3 billion shares. This massive expansion of the share pool was approved by stockholders on December 10, 2025.
🚩 Red Flags
- Significant increase in authorized shares (from 300M to 1.3B) often precedes large-scale equity offerings or warrants exercises, which can lead to substantial shareholder dilution.
- The scale of the increase suggests a need for significant capital infusion.
📋 Key Facts
- Authorized shares increased from 300,000,000 to 1,300,000,000.
- The increase represents a 4.33x expansion of the current authorized share count.
- Amendment was approved by stockholders at the 2025 Annual Meeting on December 10, 2025.
- Filed with the Secretary of State of Delaware on January 12, 2026.
CISO Global, Inc. received a notification from Nasdaq stating the company is in violation of the minimum bid price requirement after closing below $1.00 for 33 consecutive business days. The company has until June 29, 2026, to regain compliance.
🚩 Red Flags
- Delisting notice from Nasdaq due to minimum bid price deficiency.
- Potential requirement for a reverse stock split to maintain listing in the second compliance period.
- Prolonged period (33 consecutive days) of trading below $1.00 indicates significant downward pressure on share price.
📋 Key Facts
- Received notice on December 30, 2025, regarding non-compliance with Nasdaq Listing Rule 5550(a)(2).
- The stock closed below $1.00 per share for the previous 33 consecutive business days.
- Compliance period of 180 calendar days is granted, expiring June 29, 2026.
- To regain compliance, the closing bid price must be at least $1.00 or more for 10 consecutive business days.
- The company may be eligible for an additional 180-day extension if it meets other Nasdaq Capital Market standards and intends to cure via a reverse stock split.
CISO Global, Inc. announced the resignation of Kyle J. Young from his position as Interim Chief Operating Officer. His departure is effective January 2, 2026.
🚩 Red Flags
- Departure of an interim officer can sometimes indicate instability in leadership transitions, though no disagreement was cited.
📋 Key Facts
- Kyle J. Young resigned as Interim Chief Operating Officer on December 22, 2025.
- The resignation becomes effective on January 2, 2026.
- The company stated the resignation was not due to any disagreement with management or operations.
CISO Global, Inc. held its 2025 Annual Meeting of Stockholders on December 10, 2025, where shareholders approved several key proposals including an increase in authorized shares and an equity incentive plan amendment.
🚩 Red Flags
- Significant dilution risk: The increase in authorized shares from 300M to 1.3B is a massive expansion of potential equity overhang.
- Conversion of B. Riley Principal Capital, LLC preferred stock into common stock (Issuance Proposal) will lead to significant dilution.
📋 Key Facts
- Stockholders approved an amendment to the 2023 Equity Incentive Plan to increase available shares by 10,000,000.
- Stockholders approved a massive increase in authorized common stock from 300 million to 1.3 billion shares.
- The 'Issuance Proposal' was approved, authorizing the issuance of shares upon conversion of Series B Preferred Convertible Stock held by B. Riley Principal Capital, LLC (Nasdaq compliance measure).
- Ratification of Semple, Marchal & Cooper, LLP as independent auditors for fiscal year 2025.
- Five directors were elected to serve until the next annual meeting.
CISO Global, Inc. has announced the upcoming 2025 Annual Meeting of Stockholders and established a record date for determining shareholder eligibility to vote.
📋 Key Facts
- The 2025 Annual Meeting of Stockholders is scheduled for December 10, 2025.
- The record date for determining stockholders entitled to notice and voting rights is November 7, 2025.
- The deadline for submitting stockholder proposals for inclusion in proxy materials is October 29, 2025, at 11:59 p.m. ET.
CISO Global, Inc. entered into a $15.0 million Preferred Equity Purchase Agreement with B. Riley Principal Capital I to issue Series B Convertible Preferred Stock. The agreement includes an initial $2.3 million purchase and allows for weekly increments up to $500,000 over an 18-month period.
🚩 Red Flags
- Highly dilutive financing structure (Convertible Preferred Stock with floating conversion price).
- Use of proceeds includes 'payment of debt obligations' and 'working capital,' suggesting liquidity constraints.
- The 95% conversion floor on subsequent tranches is a significant dilutive mechanism for existing shareholders.
- Requirement to obtain stockholder approval by September 24, 2026, to avoid exchange cap limitations.
📋 Key Facts
- Total potential offering: Up to $15.0 million in Series B Convertible Preferred Stock.
- Counterparty: B. Riley Principal Capital I (a fund managed by B. Riley Securities Holdings, Inc.).
- Initial tranche: $2.3 million expected upon commencement.
- Pricing: $960 per share, representing a 4% original issue discount from the $1,000 stated value.
- Conversion terms: Includes a floating conversion price based on VWAP (105% for first $500k; 95% thereafter) with a minimum floor of $0.40 per share.
- Liquidation preference: Series B ranks senior to Common Stock and junior to Series A Preferred Stock.
- Termination fee: $1.0 million liquidated damages if the company terminates the agreement early.
CISO Global, Inc. entered into exchange agreements to convert approximately $9.3 million in outstanding convertible notes into 9,297,894 shares of newly authorized Series A Preferred Stock. The transaction involves entities affiliated with a company director and an advisory board member.
🚩 Red Flags
- Related-party transaction: The exchange involves a director's affiliated entity and an advisory board member's affiliate.
- Dilution risk: Issuance of over 9 million shares of senior preferred stock significantly dilutes existing common shareholders.
- High-cost capital: The Series A Preferred Stock carries a heavy 10% cumulative dividend that compounds if not paid quarterly.
📋 Key Facts
- Exchange Agreements dated August 4, 2025, to cancel convertible notes totaling ~$9,297,894.54 in principal and accrued interest.
- Issuance of 9,297,894 shares of Series A Preferred Stock at an issuance price of $1.00 per share.
- Series A Preferred Stock features a 10% cumulative dividend rate, accruing daily in arrears.
- The transaction involves Hensley & Company (affiliated with Director Andrew K. McCain) and J C Associates, Inc. (affiliated with an advisory board member).
- Series A Preferred Stock ranks senior to Common Stock in liquidation and dividends.
CISO Global, Inc. has successfully regained compliance with two Nasdaq listing requirements: the minimum bid price rule and the stockholders' equity requirement. The company is no longer under deficiency notice for these specific items.
🚩 Red Flags
- History of multiple Nasdaq compliance deficiencies (bid price and equity) within a short timeframe.
- Significant volatility in stockholders' equity, moving from ~$1.1M to ~$7M in six months, suggesting potential dilutive financing or significant capital changes.
📋 Key Facts
- Regained compliance with Nasdaq Listing Rule 5550(a)(2) (minimum $1.00 bid price) as of June 1, 2025, following a 14-day period where the stock closed at or above $1.00.
- Regained compliance with Nasdaq Listing Rule 5550(b)(1) (minimum $2.5M stockholders' equity) based on Form 10-Q filed May 15, 2025, which showed equity of $6,979,365.
- The previous deficiency regarding the minimum bid price had a deadline of October 27, 2025.
- Previous stockholders' equity as of Dec 31, 2024, was reported at $1,149,064, which triggered the initial deficiency.
CISO Global, Inc. received a notification from Nasdaq stating the company's common stock has fallen below the $1.00 minimum bid price requirement for 31 consecutive business days. The company has until October 27, 2025, to regain compliance or face potential delisting.
🚩 Red Flags
- Delisting notice from Nasdaq
- Failure to maintain minimum bid price requirement ($1.00)
- Potential for a mandatory reverse stock split to regain compliance in the second period
📋 Key Facts
- Received Nasdaq notification on April 30, 2025, regarding non-compliance with Nasdaq Listing Rule 5550(a)(2).
- The bid price has closed below $1.00 for the previous 31 consecutive business days.
- Initial compliance period expires October 27, 2025.
- To regain compliance, stock must close at $1.00 or more for at least 10 consecutive business days before the deadline.
- A second 180-day compliance period may be available if market value requirements are met and a reverse stock split is utilized.
CISO Global, Inc. held its 2024 Annual Meeting of Stockholders on April 24, 2025. The meeting resulted in the election of five directors and the ratification of Semple, Marchal & Cooper, LLP as independent auditors for the fiscal year ending December 31, 2024.
📋 Key Facts
- Annual Meeting held on April 24, 2025.
- Five directors elected: David G. Jemmett, Andrew K. McCain, Phillip Balatsos, Mohsen (Michael) Khorassani, and Andrew Hancox.
- Stockholders ratified the appointment of Semple, Marchal & Cooper, LLP as independent registered public accountants for FY2024 with 6,936,242 votes in favor.
CISO Global, Inc. received a notification from Nasdaq stating the company is in non-compliance with minimum stockholders' equity requirements. The company reported $1,149,064 in equity as of year-end 2024, falling short of the $2,500,000 requirement.
🚩 Red Flags
- Delisting notice from Nasdaq
- Significant deficit in required stockholders' equity (approx. $1.35M shortfall)
- Potential for reduced liquidity and market price if delisted
- Risk of being unable to access public capital markets via registration statements
📋 Key Facts
- Received Nasdaq notification on April 8, 2025, regarding violation of Listing Rule 5550(b)(1).
- Stockholders' equity as of Dec 31, 2024, was $1,149,064.
- Required minimum stockholders' equity for Nasdaq Capital Market listing is $2,500,000.
- The company has 45 calendar days to submit a plan to regain compliance.
- If a plan is accepted, the company may receive an extension until October 5, 2025, to evidence compliance.
CISO Global, Inc. received a Nasdaq deficiency notice for failing to hold an annual meeting of shareholders within twelve months of the end of its 2023 fiscal year. Additionally, the company underwent a significant board overhaul following a $4 million capital milestone from investors.
🚩 Red Flags
- Delisting notice: Failure to hold an annual meeting of shareholders (Nasdaq non-compliance).
- Board instability: Rapid turnover with five resignations and three new appointments linked to investor milestones.
- Potential dilution/Control shift: New board members are 'Investor Board Member Nominees' tied to a specific purchase agreement.
📋 Key Facts
- Received Nasdaq notification on January 10, 2025, for non-compliance with Listing Rules 5620(a) and 5810(c)(2)(G).
- The company has 45 days to submit a plan to regain compliance.
- Nasdaq may grant an exception until June 30, 2025, if a plan is accepted.
- Three new directors (Phillip Balatsos, Mohsen Khorassani, and Andrew Hancox) were appointed effective January 8, 2025.
- Five existing directors resigned: Debra Smith, Robert C. Oakes, Reid S. Holbrook, Brett Chugg, and Ernest M. VanDeWeghe.
- The board changes were triggered by a $4 million gross proceeds milestone from a Securities Purchase Agreement dated December 10, 2024.
CISO Global, Inc. received a Nasdaq notification letter regarding non-compliance with listing rules due to failure to hold an annual meeting of shareholders within 12 months of the end of its 2023 fiscal year. Simultaneously, the company underwent significant board restructuring following a $4 million milestone payment from investors.
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq listing rules (failure to hold annual meeting).
- Significant board turnover: Five directors resigned simultaneously as three new investor-nominated directors were appointed.
- Board changes are tied to a specific $4 million funding milestone, indicating potential loss of control or significant influence by recent investors.
📋 Key Facts
- Nasdaq notification received on January 10, 2025, citing non-compliance with Listing Rules 5620(a) and 5810(c)(2)(G).
- The company has 45 calendar days to submit a plan to regain compliance.
- Nasdaq may grant an exception until June 30, 2025, if the plan is accepted.
- Three new directors (Phillip Balatsos, Mohsen Khorassani, and Andrew Hancox) were appointed effective January 8, 2025.
- Five existing directors resigned: Debra Smith, Robert C. Oakes, Reid S. Holbrook, Brett Chugg, and Ernest M. VanDeWeghe.
- The board changes were triggered by a $4 million gross proceeds milestone from a Securities Purchase Agreement dated December 10, 2024.
CISO Global, Inc. entered into a Securities Purchase Agreement to raise up to $8.125 million through convertible notes and warrants. The deal includes an anticipated change in majority control of the Board of Directors following a Section 14(f) information statement.
🚩 Red Flags
- Significant dilution risk due to the issuance of millions of warrants and convertible notes.
- Anticipated change in majority control of the Board of Directors suggests a potential takeover or restructuring triggered by this financing.
- High cost of capital: 7% cash fee plus significant warrant compensation for placement agents.
📋 Key Facts
- Aggregate offering amount: Up to $8,125,000 in securities (convertible notes and common stock purchase warrants).
- Warrants issued to purchasers include one for 5,500,000 shares and another for 1,000,000 shares at an exercise price of $1.00 per share.
- Anticipated change in majority control of the Board of Directors via resignations and new additions.
- Board change is contingent upon filing/mailing an Information Statement under Section 14(f).
- Placement Agent (RBW Capital Partners, LLC and Dominari Securities, LLC) to receive a 7.0% cash fee plus warrants for up to 325,000 shares at $1.15 per share.
- Use of proceeds: Repay short-term indebtedness and general corporate purposes (working capital, R&D, acquisitions).
CISO Global, Inc. has regained compliance with Nasdaq's minimum bid price requirement of $1.00 per share. The company successfully met the 10-consecutive business day closing price threshold, resolving the deficiency notice issued in June 2024.
🚩 Red Flags
- Historical volatility: The company was facing imminent delisting as recently as June 2024, indicating significant recent price weakness.
📋 Key Facts
- The company was previously under a deficiency notice for failing to maintain a minimum bid price of $1.00 per share (Nasdaq Listing Rule 5550(a)(2)).
- Compliance deadline was originally set for December 23, 2024.
- As of December 5, 2024, the company regained compliance after maintaining a closing bid price of $1.00 or greater for 10 consecutive business days.
- Nasdaq has officially considered the delisting matter closed.
CISO Global, Inc. entered into an agreement to buy back its own subsidiary, vCISO, LLC, from JC Associates, Inc. for $1,020,000 via a promissory note. This follows a transaction in September 2024 where the company sold the same subsidiary for $1,000,000.
🚩 Red Flags
- Circular transaction: The company sold an asset for $1M in September and is now buying it back for $1.02M in November.
- Potential lack of economic substance: Rapidly selling and re-acquiring the same intellectual property/subsidiary often suggests a need for immediate cash or complex accounting maneuvers rather than genuine business operations.
- High transaction frequency regarding core IP assets within a 3-month window.
📋 Key Facts
- Entered into an Intellectual Property Buy-Back Purchase Agreement on November 29, 2024.
- The purchase price is $1,020,000 to be paid over one year.
- The transaction includes a promissory note with an 8% annual interest rate commencing Nov 29, 2024.
- In September 2024, the company sold vCISO, LLC for $1,000,000 cash.
- The buy-back is linked to a 'License-Back and Buy-Back Agreement' established during the initial sale.
CISO Global, Inc. entered into three separate stock purchase agreements on July 1, 2024, to acquire multiple cybersecurity service entities via the issuance of common stock.
🚩 Red Flags
- Significant dilution potential due to the issuance of over 500,000 new common shares via stock-for-asset swaps.
📋 Key Facts
- Acquisition of Ocean Point Equities, Inc. (Arkavia) from Southford Equities, Inc. for 194,267 shares of CISO Common Stock.
- Acquisition of four CUATROi entities from the CUATROi Group for 135,795 shares of CISO Common Stock.
- Acquisition of NLT Secure and White and Blue Solutions, LLC from Itada Equities, Inc. for 172,075 shares of CISO Common Stock.
- Total shares issued across all three transactions: 502,137 shares.
CISO Global, Inc. received a notification from Nasdaq stating that its common stock has failed to meet the minimum bid price requirement of $1.00 per share for 30 consecutive business days. The company has until December 23, 2024, to regain compliance through a minimum closing bid price or via an additional compliance period involving potential measures like a reverse stock split.
🚩 Red Flags
- Delisting notice from Nasdaq (Rule 5550(a)(2))
- Potential for a mandatory reverse stock split to regain compliance
- Risk of reduced liquidity and market price if delisted
- Inability to use registration statements to access public capital markets if delisted
📋 Key Facts
- Received Nasdaq notification on June 24, 2024, regarding non-compliance with Listing Rule 5550(a)(2).
- The bid price has closed below $1.00 for the previous 30 consecutive business days.
- The company has a deadline of December 23, 2024, to regain compliance by maintaining a $1.00 minimum bid price for at least 10 consecutive business days.
- A second 180-day compliance period may be available if the company meets other Nasdaq Capital Market standards and intends to effect a reverse stock split.
CISO Global, Inc. issued an 8-K to announce updates regarding its compliance with Nasdaq listing requirements. The company is addressing potential non-compliance issues that could lead to delisting.
🚩 Red Flags
- Delisting notice/compliance risk: The filing explicitly mentions updates regarding compliance with Nasdaq listing requirements, which is a primary indicator of potential delisting risk for micro-cap stocks.
📋 Key Facts
- The filing was made on March 26, 2024.
- The report specifically addresses compliance with certain listing requirements of The Nasdaq Stock Market LLC.
- A press release (Exhibit 99.1) contains the detailed updates regarding the company's status.
CISO Global, Inc. has implemented a one-for-fifteen (1:15) reverse stock split effective after the market close on March 7, 2024. The move follows shareholder approval from December 2023 to allow the Board discretion within a range of 1:10 to 1:50.
🚩 Red Flags
- Reverse stock split: Often used to combat low share prices and avoid Nasdaq delisting requirements (though specific delisting notice was not in this text, the mechanism is a standard red flag).
- The company has active S-3 and S-8 registration statements, indicating ongoing need for equity financing.
📋 Key Facts
- Reverse stock split ratio is one-for-fifteen (1:15).
- The split became effective after market close on March 7, 2024.
- New CUSIP number: 15672X201; New ISIN: US1567X2018.
- Trading on a split-adjusted basis began on March 8, 2024.
- No fractional shares will be issued; shareholders with fractions receive one whole share instead.
CISO Global, Inc. has approved a 1-for-15 reverse stock split to increase its per-share market price and regain compliance with Nasdaq's $1.00 minimum bid requirement.
🚩 Red Flags
- Reverse stock split is a common defensive measure for companies facing delisting risk due to low share price.
- The filing explicitly states the move is required to regain compliance with Nasdaq's minimum $1.00 requirement, indicating significant downward pressure on the stock price.
📋 Key Facts
- Reverse stock split ratio is 1-for-15.
- Effective date: After close of trading on March 7, 2024; trading on a split-adjusted basis begins March 8, 2024.
- The primary objective is to regain compliance with Nasdaq's minimum $1.00 average closing price requirement.
- No fractional shares will be issued; shareholders with fractions will receive one whole share instead.
- Adjustments will be made to outstanding equity awards, warrants, and convertible notes.
CISO Global, Inc. announced the appointment of Brett Chugg to its Board of Directors, effective February 23, 2024. Mr. Chugg brings significant experience from Koch Disruptive Technologies and will receive stock options as compensation.
📋 Key Facts
- Brett Chugg appointed to the Board of Directors effective February 23, 2024.
- Mr. Chugg previously served as Senior Managing Director at Koch Disruptive Technologies.
- Compensation includes 500,000 stock options vesting over a two-year period.
- The appointment does not include any committee assignments.
CISO Global, Inc. received notice from Nasdaq that its securities will be delisted due to the stock trading at $0.10 or less for 10 consecutive days. The company intends to appeal the determination to a Hearings Panel to attempt to stay the suspension of trading.
🚩 Red Flags
- Delisting notice from Nasdaq
- Extreme low stock price ($0.10 or less)
- Failure to regain compliance after multiple extension periods (initial deadline was Sept 25, 2023; second deadline was March 25, 2024)
📋 Key Facts
- Nasdaq notified the company on December 28, 2023, that it failed to meet the Minimum Bid Price Rule requirements.
- The stock closed at $0.10 or less for 10 consecutive trading days as of December 26, 2023.
- Trading is scheduled to be suspended on Nasdaq at the opening of business on January 8, 2024, unless an appeal is filed.
- The company plans to request a hearing before a Hearings Panel to present a plan to regain compliance.