Scottsdale, AZ, Oct. 01, 2025 (GLOBE NEWSWIRE) -- CISO Global (NASDAQ: CISO) a leading provider of AI-powered cybersecurity software and compliance services, today announced it is well-positioned to accelerate sales growth and pursue strategic opportunities following significant steps to strengthen its balance sheet. The Company recently exchanged the last remaining investor debt into Preferred A shares, with no associated warrants. This transaction eliminated more than $9 million in debt, moving it to equi ...

Scottsdale, AZ, Sept. 29, 2025 (GLOBE NEWSWIRE) -- CISO Global (NASDAQ: CISO) (“CISO” or the “Company”), a leading provider of AI-powered cybersecurity software and compliance services, today announced that the Company entered into a private financing arrangement with a fund managed by B. Riley Securities Holdings, Inc. (“B. Riley”), pursuant to which the Company has the right, but not an obligation, to sell up to $15 million of a newly created series of convertible preferred stock to B. Riley. The converti ...

Core Insights - CISO Global reported a significant profit growth of approximately 108% in total gross profit for the first half of 2025 compared to the same period in 2024, with gross margin expanding by over 137% due to a stronger mix of high-margin software revenue and operational efficiencies [1][2] - The company successfully reduced total current liabilities by approximately 30% prior to a recent $9 million debt-for-preferred equity exchange, enhancing its balance sheet [2] - CISO Global anticipates at least $10 million in software bookings for 2025, supported by partnerships with Cyber Assurance Group and Financial Independent Group, alongside projected services revenue of $35 million [2] Financial Performance - The financial discipline implemented by CISO Global is yielding measurable results, with rising margins, narrowing losses, and new revenue streams emerging from partnerships and warranty-backed software [2] - The CEO emphasized that the company's strategy is effective, highlighting the combination of high-margin software, nationwide distribution, and a $1.5 million cyber warranty as key components in building a more profitable and resilient enterprise [3] Company Overview - CISO Global, headquartered in Scottsdale, Arizona, is a leader in AI-powered cybersecurity software and compliance services, providing comprehensive solutions to protect organizations from cyber threats and ensure compliance [3]

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%2E%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=5&type=section&id=ITEM%201%2E%20Financial%20Statements%20%28Unaudited%29) Unaudited Q2 2025 financials show decreased revenue and net loss, with reduced liabilities, but going concern doubt persists [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Assets slightly decreased to $25.8 million, liabilities significantly reduced to $18.2 million, improving equity to $7.6 million Condensed Consolidated Balance Sheet Highlights (in USD) | Balance Sheet Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$25,789,188** | **$26,654,456** | | Cash and cash equivalents | $760,754 | $992,589 | | Goodwill | $19,900,550 | $19,900,550 | | **Total Liabilities** | **$18,236,545** | **$25,505,392** | | Total Current Liabilities | $17,802,580 | $24,955,647 | | Derivative liability | $0 | $2,102,927 | | **Total Stockholders' Equity** | **$7,552,643** | **$1,149,064** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Revenue decreased in Q2 2025, but significant cost reductions improved gross profit and reduced net loss for both the quarter and six-month period Three Months Ended June 30, (in USD) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total Revenue | $6,713,587 | $7,808,425 | | Total Gross Profit | $1,636,840 | $933,909 | | Loss from Operations | $(2,329,387) | $(4,241,607) | | Net Loss | $(3,009,921) | $(8,436,887) | | Net Loss per Share | $(0.09) | $(0.69) | Six Months Ended June 30, (in USD) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total Revenue | $13,875,909 | $15,833,839 | | Total Gross Profit | $3,418,442 | $1,640,131 | | Loss from Operations | $(4,039,132) | $(9,138,506) | | Net Loss | $(8,389,525) | $(15,046,075) | | Net Loss per Share | $(0.36) | $(1.24) | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased to $5.3 million in H1 2025, partially offset by $5.1 million from financing, resulting in a net cash decrease Six Months Ended June 30, Cash Flow Summary (in USD) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(5,303,332) | $(2,679,622) | | Net cash used in investing activities | $0 | $(83,095) | | Net cash provided by financing activities | $5,071,497 | $3,068,338 | | **Net (decrease) increase in cash** | **$(231,835)** | **$246,407** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's cybersecurity business, ongoing going concern doubt, debt instruments, and a significant post-quarter debt-to-equity conversion - The company has **substantial doubt about its ability to continue as a going concern** due to recurring losses, cash used in operations, and a working capital deficit. Its continuation is highly dependent on raising additional capital[31](index=31&type=chunk) - In December 2024 and January 2025, the company issued convertible notes with an effective interest rate exceeding **100% per annum**. These notes were fully converted into common stock during the six months ended June 30, 2025, resulting in the derecognition of a related derivative liability[90](index=90&type=chunk)[94](index=94&type=chunk) - Subsequent to the quarter end, on August 4, 2025, the company exchanged approximately **$9.3 million** of outstanding convertible notes (principal and interest) for newly authorized Series A Preferred Stock, significantly altering its capital structure[100](index=100&type=chunk)[102](index=102&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=ITEM%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses decreased revenue but improved gross profit due to cost reductions, while liquidity remains a major concern with ongoing going concern doubt - For the first half of 2025, total gross profit more than doubled to **$3.4 million** from **$1.6 million** in H1 2024, despite a revenue decline. This was driven by significant cost-cutting measures[106](index=106&type=chunk)[116](index=116&type=chunk) - The company's working capital deficit improved to **$(14.5) million** from **$(21.5) million** at year-end 2024, mainly due to the reduction of debt and accounts payable[135](index=135&type=chunk) - The company is subject to "baby shelf" rules for its S-3 registration, limiting its ability to sell securities to no more than **one-third of its public float** (which is below **$75 million**) in any 12-month period, constraining its capital-raising ability[129](index=129&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Q2 2025 revenue fell 14%, but cost reductions led to a 75% increase in gross profit and a significantly smaller operating loss for the quarter and six-month period Revenue Comparison - Three Months Ended June 30 (in USD) | Revenue Stream | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Security managed services | $6,046,950 | $7,080,326 | -15% | | Professional services | $522,804 | $632,225 | -17% | | Cybersecurity software | $143,833 | $95,874 | +50% | | **Total Revenue** | **$6,713,587** | **$7,808,425** | **-14%** | - For Q2 2025, selling, general, and administrative (SG&A) expenses decreased by **27% YoY**, and stock-based compensation fell by **49%**, primarily due to headcount reductions made in 2024[114](index=114&type=chunk)[115](index=115&type=chunk) - For the six months ended June 30, 2025, interest expense increased dramatically to **$8.9 million** from **$1.4 million** in the prior year, mainly due to the accretion of convertible notes issued in late 2024 and early 2025[116](index=116&type=chunk)[127](index=127&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) Significant liquidity challenges persist with a $14.5 million working capital deficit and going concern doubt, necessitating capital raises via its S-3 shelf registration - The company reported a net loss of **$8.4 million** and cash used in operations of **$5.3 million** for the first six months of 2025, highlighting the ongoing cash burn[128](index=128&type=chunk) - Financing activities provided **$5.1 million** in cash during H1 2025, primarily from stock sales (**$2.7 million**), warrant exercises (**$0.7 million**), and net borrowings, which were used to fund operations and repay other debt[141](index=141&type=chunk) - A significant portion of the company's debt as of June 30, 2025, was addressed post-quarter via an exchange agreement, converting approximately **$9.3 million** of convertible notes and accrued interest into Series A Preferred Stock[132](index=132&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=ITEM%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, CISO Global, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - The company is exempt from providing quantitative and qualitative disclosures about market risk because it qualifies as a **smaller reporting company**[143](index=143&type=chunk) [Controls and Procedures](index=37&type=section&id=ITEM%204%2E%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were **effective at a reasonable assurance level**[146](index=146&type=chunk) - No changes occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[147](index=147&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=PART%20II%2E%20OTHER%20INFORMATION) [Legal Proceedings](index=38&type=section&id=ITEM%201%2E%20Legal%20Proceedings) The company reports that it is not currently a party to any material legal proceedings - As of the filing date, the company is not involved in any **material legal proceedings**[150](index=150&type=chunk) [Risk Factors](index=38&type=section&id=ITEM%201A%2E%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2024 Annual Report on Form 10-K - The company states there have been **no material changes** from the risk factors disclosed in its 2024 Annual Report on Form 10-K[151](index=151&type=chunk) [Other Information](index=38&type=section&id=ITEM%205%2E%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading plans during Q2 2025 - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading plans during the quarter ended June 30, 2025[155](index=155&type=chunk)

Core Insights - CISO Global announced a significant financial restructuring involving the conversion of over $9 million in convertible debt into newly issued Preferred Shares by two strategic long-term investors [1][2] - The restructuring aims to enhance the company's financial profile and simplify its capital structure, eliminating all long-term debt except for a modest receivables line of credit [3][4] Financial Restructuring - The newly issued Preferred Shares carry a 10% coupon and hold seniority in the company's capital structure without the issuance of warrants [3] - The conversion of debt to equity reflects the confidence of the principal investors in CISO Global's strategic shift towards software-focused cybersecurity solutions, particularly in the insurance channel [2][4] Company Strategy and Market Position - CEO David Jemmett emphasized that the restructuring represents a strong vote of confidence in the company's strategic direction and future growth prospects [4] - CISO Global is positioned to expand its market-leading cybersecurity software solutions and enhance market penetration, driving sustainable growth [4][5]

Core Insights - CISO Global anticipates software-related bookings to reach $10 million in 2025, doubling previous estimates, following a nationwide rollout of its CHECKLIGHT software under the CyberSimple brand through a partnership with Financial Independence Group (FIG) [1][8] - The partnership with FIG allows CHECKLIGHT to tap into a $2 billion addressable market for warranty-backed cybersecurity, leveraging FIG's network of 10,000 financial advisors and a client base of approximately 1.5 million individuals [2][8] - CISO Global has successfully transitioned to a high-margin SaaS cybersecurity model, reflecting strong demand for warranty-backed protection that combines financial value with threat prevention [2][8] Company Overview - CISO Global, Inc. is a leader in AI-powered cybersecurity software and compliance services, headquartered in Scottsdale, Arizona, providing comprehensive solutions to protect organizations from cyber threats [4] - The company focuses on delivering managed cybersecurity and compliance solutions to meet the needs of demanding businesses and government organizations [4] Partner Overview - Financial Independence Group (FIG) is a prominent financial services company that offers wealth management solutions and business acceleration tools to financial advisors across the United States [5] - Cyber Assurance Group Incorporated (CAGI) specializes in cyber risk insurance, utilizing advanced technology to assess and mitigate cyber threats, providing comprehensive solutions [6]

Core Insights - The 2025 CISO Benchmark Report by RH-ISAC emphasizes the retail and hospitality sectors' increasing focus on proactive cybersecurity strategies [1][2] Industry Trends - Ransomware, third-party supply chain attacks, and phishing are identified as the top three threats facing the retail and hospitality sectors [2] - Business continuity and disaster recovery have become the top cybersecurity initiatives for 2025, indicating a shift towards proactive risk management [3] - Smaller organizations are improving their cyber maturity, narrowing the gap with larger companies [3] Financial Insights - Cybersecurity budgets are consistently increasing year-over-year, reflecting a growing commitment to security [3] - There is a reported 25% improvement in average NIST CSF maturity scores from 2024 to 2025, indicating stronger processes [5] - A 12% rise in CISOs reporting directly to senior business leadership suggests that cybersecurity is increasingly recognized as a critical business factor [5] - An 11% increase in spending on third-party security services has been noted, with penetration testing and security operations centers being the most commonly outsourced services [5] Staffing and Collaboration - Nearly 40% of organizations plan to expand their full-time cybersecurity staff, indicating growth in security staffing [5] - There is a growing emphasis on collaboration, collective intelligence, and early warning systems to enhance attack detection and prevention [5]

Core Viewpoint - CISO Global has renewed its S-3 shelf registration, reducing the total shelf from $300 million to $100 million, and significantly decreasing the At-The-Market (ATM) offering from $100 million to approximately $10 million, while reaffirming its commitment to transparency and compliance with Nasdaq requirements [1][2][3] Group 1: Shelf Registration and Compliance - The renewal of the S-3 shelf registration is a strategic move to maintain compliance with Nasdaq guidelines, following a previous period when CISO Global temporarily fell below required stockholders' equity levels [2] - The reduction in the shelf registration and ATM offering is aimed at significantly lowering associated filing fees and costs, aligning with the company's financial governance strategy [2][3] Group 2: Company Strategy and Financial Management - The company has no immediate plans to utilize the ATM facility, focusing instead on the strategic growth of its software and services business while responsibly managing financial resources [3] - CISO Global emphasizes that the shelf registration serves as a contingency measure, reflecting its commitment to strong financial governance and strategic planning [3] Group 3: Company Overview - CISO Global, headquartered in Scottsdale, Arizona, is recognized as a leader in AI-powered cybersecurity software and compliance services, providing comprehensive solutions to protect organizations from cyber threats [4] - The company aims to meet compliance obligations for demanding businesses and government organizations, ensuring robust cybersecurity measures are in place [4]

Core Insights - CISO Global has formed a strategic alliance with Financial Independence Group (FIG) and Cyber Assurance Group Incorporated (CAGI) to enhance the distribution of its cybersecurity product CHECKLIGHT through the CyberSimple solution, targeting a $2 billion market opportunity in the PEO and Financial Management sector [1][4]. Group 1: Company Overview - CISO Global is a leader in AI-powered cybersecurity software and compliance services, headquartered in Scottsdale, Arizona, focusing on protecting organizations from emerging cyber threats [5]. - Financial Independence Group (FIG) provides wealth management solutions and business acceleration tools, managing over 1.5 million clients across the United States [6]. - Cyber Assurance Group Incorporated (CAGI) specializes in cyber risk insurance, utilizing advanced technology to assess and mitigate cyber threats [7]. Group 2: Strategic Partnership Details - The integration of CyberSimple powered by CHECKLIGHT into FIG's proprietary advisor portal will include a $1.5 million warranty, enhancing the services offered to wealth advisors [2]. - The partnership aims to provide essential cyber protection for financial services firms and their retail clients, addressing the increasing threat of cyber attacks [3]. - CISO Global will support FIG with user-friendly instructional video tutorials to facilitate the installation and management of CHECKLIGHT [3].

Core Insights - CISO Global has launched specialized CHECKLIGHT packages aimed at Professional Employer Organizations (PEOs) and Financial Management companies, expanding access to advanced cybersecurity technology and financial protection coverage [1][4] - The total addressable market for CISO Global is estimated at $33 billion, with approximately 1.2 million potential clients from existing contracts and an additional 1 million families targeted [2] - The CHECKLIGHT packages offer $1.5 million in globally underwritten financial coverage, significantly enhancing cybersecurity protection for small businesses and individual families [3] Company Overview - CISO Global, headquartered in Scottsdale, Arizona, is a leader in AI-powered cybersecurity software and compliance services, focusing on protecting organizations from emerging cyber threats [5] - The company aims to democratize access to cybersecurity solutions, making them affordable for businesses of all sizes, particularly small businesses and families [4] Strategic Initiatives - The CHECKLIGHT initiative is designed to empower organizations and individuals with robust cybersecurity tools and financial peace of mind, ensuring seamless integration and enhanced security [4] - CISO Global's collaboration with Cyber Assurance Group Incorporated (CAGI) aims to address the cyber risk gap for the new market, providing tailored cyber insurance products [6][8]