SEC 8-K filings with transcript text
Mar 20, 2023
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0001777319
2023-03-14 2023-03-14
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Washington,
8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 14, 2023
(Exact Name of Registrant as Specified in Charter)
Delaware
001-41227
83-4210278
(State or Other Jurisdiction
(Commission
Employer
of Incorporation
File Number)
Identification No.)
6900 E. Camelback Road, Suite 240
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
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 1.01. Entry into a Material Definitive Agreement.
On March 20, 2023, Cerberus Cyber Sentinel Corporation (the “Company,” “we,” “us,” or “our”) entered into a Purchase Agreement (the “Purchase Agreement”) with Hensley & Company dba Hensley Beverage Company (the “Purchaser”), pursuant to which we issued and sold to the Purchaser a $5,000,000 10 Percent (10%) Unsecured Convertible Note (the “Note”) for gross proceeds of $5,000,000 in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder (the “Note Offering”). The Note, together with accrued and unpaid interest thereon, is due on March 20, 2025 (the “Maturity Date”). The Company may not prepay the Note prior to the Maturity Date without the consent of the Purchaser. The Note will bear interest at a rate of 10% per annum (based on a 360-day year), payable monthly. At any time prior to or on the Maturity Date and subject to certain beneficial ownership limitations, the Purchaser may convert all or any portion of the outstanding principal amount of the Note and all accrued and unpaid interest thereon into shares (the “Conversion Shares”) of common stock, par value $0.00001 per share, of the Company at a conversion price of $1.20 per share (the “Conversion Price”). The Conversion Price is adjustable in the event of any stock split, reverse stock split, recapitalization, reorganization, or similar event. Upon the occurrence of an “Event of Default” (as defined in the Note and including the failure to make required payments when due after specified grace periods, certain breaches of the Purchase Agreement and certain specified insolvency events), the Purchaser would have the right to accelerate payments due under the Note, which from and after such acceleration would bear interest at a default rate of 24% per annum.
We intend to use the net proceeds from the Note Offering and our existing cash resources to repay in full the $5,000,000 4% promissory note issued and sold to Bell Bank (the “Bell Bank Note”) in June 2022. As of the date of this Current Report on Form 8-K, we owed a total of $5,035,417 under the Bell Bank Note.
The foregoing summary of the Note Offering, the Purchase Agreement, and the Note does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement and the Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Andrew McCain, a director of our company, is President and Chief Operating Officer of the Purchaser.
Item 2.02. Results of Operations and Financial Condition.
On March 20, 2023, we issued a press release, which contained certain preliminary estimated financial information as of and for th
Aug 6, 2020
8-K 1 form8-k.htm
Washington,
8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2020
(Exact name of registrant as specified in its charter)
Delaware
000-56059
83-4210278
(State or other jurisdiction
(Commission File
(IRS Employer
of incorporation
Number)
Identification No.)
7333 E. Doubletree Ranch Road, Suite D270, Scottsdale, Arizona 85258
(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
None
N/A
N/A
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 [X]
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 1.01Entry into a Material Definitive Agreement
Item 2.02Completion of Acquisition or Disposition of Assets
On July 31, 2020, Cerberus Cyber Sentinel Corporation (the “Company”) entered into an Share Purchase Agreement (the “SPA”) with Clear Skies Security LLC (“Clear Skies”), and its equity holders. Pursuant to the SPA, all of Clear Skies’ outstanding equity securities were acquired by the Company in exchange for the issuance of 2,330,000 shares of common stock, par value $0.00001, of the Company.
Clear Skies is an information technology consulting firm specializing in identifying security vulnerabilities by extensive testing of their clients. This can be used for exposing security loopholes in the client’s systems and is a process that is crucial to safeguard important data. One such extensive test is Penetration Testing, or a Pen Test, which refers to the simulated cyber-attack that is made to exploit a data system at a certain point to detect the exploitable vulnerabilities within a client’s system security. After a vulnerability is found that could possibly be used to exploit the system to gain access to the clients data, Clear Skies then creates mediation or remedies or immediate corrective measures for resolving vulnerability. Clear Skies also performs remediation, future cybersecurity road mapping and proactive planning with their clients to protect clients from possible future exposures. Clear Skies is based in Alpharetta, Georgia and has a regional office in Stuart, Florida.
The foregoing description does not purport to describe all of the terms and provisions of the SPA and is qualified in in its entirety by reference to the SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02.Unregistered Sales of Equity Securities
The shares of the Company’s common stock issued to the equity holders of Clear Skies described under Item 1.01 above were not registered under the Securities Act of 1933, as amended, in reliance upon an exemption from registration under Section 4(a)(2) thereof.
Item 9.01Financial Statements and Exhibits
(a) Financial statements of business acquired
The financial statements required by this item will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.
(b) Pro forma financial information
The pro forma financial information required by this item will be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K must be filed.
(d) Exhibits
Exhibit No.
Description
10.1
Share Purchase Agreement among Cerberus Cyber Sentinel Corporation, Clear Skies Security LLC and all of its Members, dated July 31, 2020
2
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
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