CISO CISO Global Inc

 

 

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

 

Exhibit No.		Description
99.1		Press Release, dated February 27, 2024
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.

 

Date: February 27, 2024	CISO Global, Inc.
	By:	/s/ Debra L. Smith
	Name:	Debra L. Smith
	Title:	Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

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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Cover	Feb. 23, 2024
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Entity Tax Identification Number	83-4210278
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Entity Address, Address Line One	6900 E.Camelback Road
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Elected Not To Use the Extended Transition Period	false

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