Core Points - CISO Global Inc. has successfully completed its SOC 2 Type II examination, validating its data privacy practices and security controls [1][2] - This marks the third consecutive year that CISO Global has achieved this certification, reflecting its commitment to security and operational excellence [3] - The SOC 2 audit assesses organizations based on five Trust Service Criteria: security, availability, processing integrity, confidentiality, and privacy [3] - A-LIGN, the auditing firm, emphasizes the importance of this achievement as a signal of trust and security for customers [4] Company Overview - CISO Global, Inc. is an industry leader in AI-powered cybersecurity software, managed cybersecurity services, and compliance solutions [5] - The company is headquartered in Scottsdale, Arizona, and focuses on protecting organizations from emerging cyber threats while ensuring compliance with regulations [5] Auditing Firm Overview - A-LIGN is recognized as a leading provider of cybersecurity compliance programs, offering services such as SOC 2, ISO 27001, HITRUST, FedRAMP, and PCI [6] - A-LIGN is noted for its expertise in conducting efficient audits and providing high-quality final reports [4][6]

Core Insights - CISO Global Inc. has received formal notifications from NASDAQ confirming full compliance with all listing standards, highlighting the company's commitment to corporate governance and shareholder value [1][2] - The company reaffirmed its financial guidance, expecting approximately $35 million in cybersecurity services revenue and $5 million in software bookings for the current fiscal year, reflecting strong customer growth and demand for cybersecurity solutions [3][4] Company Overview - CISO Global is a premier cybersecurity firm focused on providing advanced cyber services and innovative software solutions to protect organizations from evolving cyber threats [5] - The company leverages deep industry expertise, advanced technology, and strategic partnerships to deliver comprehensive cybersecurity solutions tailored to client-specific needs [5] Leadership Statement - CEO David Jemmett expressed satisfaction with NASDAQ's confirmation, emphasizing the company's commitment to transparency and governance, as well as confidence in its market position and the demand for its cybersecurity software [4]

Core Insights - CISO Global Inc. has expanded the financial assurance component of its CHECKLIGHT product to cover up to $1 million per incident, with an annual cap of $1.5 million per customer contract, representing a 4x increase from the previous $250,000 warranty per incident [1][2] - The expansion significantly broadens CHECKLIGHT's addressable market to an estimated $11 billion, attracting larger organizations seeking enhanced financial protection integrated with their cybersecurity solutions [2][3] - The launch of CyberSimple, powered by CHECKLIGHT, aims to provide better value and accessible financial protection to SMB clients through a referral network that includes 17 insurance agencies [2][3] Company Overview - CISO Global, headquartered in Scottsdale, Arizona, is a leader in AI-powered cybersecurity software, managed cybersecurity, and compliance, offering comprehensive solutions to protect organizations from cyber threats [5] - CHECKLIGHT is part of CISO Global's next-generation software portfolio and is currently offered to over 600 security clients and through key insurance partners [4] Partnership and Product Offering - CISO Global has partnered with Cyber Assurance Group Incorporated to launch CyberSimple, which combines cybersecurity services with substantial financial protection [3][6] - The financial protection of $1 million per incident is designed to provide generous coverage without sublimits, making it a powerful warranty program for small and medium-sized businesses in the cyber market [3]

Part I. Financial Information [Financial Statements](index=5&type=section&id=ITEM%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2025, revealing a **$5.4 million** net loss, a significant increase in gross profit to **$1.8 million**, a **$15.3 million** working capital deficit, and a 'going concern' warning [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets stood at **$27.8 million**, total liabilities at **$20.8 million**, with a working capital deficit improving to **$15.3 million**, and stockholders' equity significantly increasing to **$7.0 million** due to debt conversion | | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $5,010,286 | $3,481,071 | | **Total Assets** | $27,819,282 | $26,654,456 | | **Total Current Liabilities** | $20,357,544 | $24,955,647 | | **Total Liabilities** | $20,839,917 | $25,505,392 | | **Total Stockholders' Equity** | $6,979,365 | $1,149,064 | - Cash and cash equivalents increased to **$1.79 million** from **$0.99 million** at the end of 2024[15](index=15&type=chunk) - The decrease in current liabilities was mainly driven by a reduction in derivative liability from **$2.1 million** to **$79,919** and a decrease in loans payable from **$2.7 million** to **$1.0 million**[15](index=15&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For Q1 2025, total revenue decreased by 10.7% to **$7.2 million**, yet gross profit more than doubled to **$1.8 million**, resulting in an improved net loss of **$5.4 million** compared to **$6.6 million** in Q1 2024 | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Total Revenue** | $7,162,322 | $8,025,414 | | **Total Gross Profit** | $1,781,602 | $706,222 | | **Loss from Operations** | ($1,709,745) | ($4,897,099) | | **Net Loss** | ($5,379,604) | ($6,609,199) | | **Net Loss Per Share (Basic & Diluted)** | ($0.38) | ($0.55) | - The improved net loss was influenced by a **$5.4 million** positive change in the fair value of derivative liability, which was offset by a significant increase in interest expense to **$8.2 million**[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2025, net cash used in operating activities significantly increased to **$3.0 million**, while financing activities provided **$3.7 million**, leading to a quarter-end cash balance of **$1.8 million**, an increase of **$0.8 million** | Cash Flow Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($2,953,508) | ($1,408,633) | | **Net cash used in investing activities** | $0 | ($75,571) | | **Net cash provided by financing activities** | $3,747,779 | $2,014,034 | | **Net increase in cash** | $794,271 | $454,547 | - Financing activities included **$1.7 million** from the sale of common stock and **$5.0 million** from a related-party convertible note[20](index=20&type=chunk) - A significant non-cash transaction was the conversion of **$7.7 million** of debt into equity[20](index=20&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide critical context, including a 'going concern' warning, details on revenue streams, significant debt obligations, key related-party transactions like a **$5 million** convertible note, and subsequent events including further debt conversion and a new loan agreement - **Going Concern:** The financial statements were prepared on a **going concern** basis, but the company's recurring losses raise **substantial doubt** about its ability to continue Future viability depends on raising additional funding and achieving profitability[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) - **Debt and Financing:** The company has numerous loans and convertible notes In December 2024, it entered a securities purchase agreement for up to **$8.125 million** in convertible notes, of which **$7.7 million** was converted to equity during Q1 2025[85](index=85&type=chunk)[89](index=89&type=chunk) - **Related Party Transactions:** A **$5 million** convertible note is held by Hensley & Company, whose President is a director of CISO Global In March 2025, the note's maturity was extended to March 2026[54](index=54&type=chunk)[78](index=78&type=chunk) - **Subsequent Events:** On April 1, 2025, the remaining **$420,000** of a convertible note was converted to common stock On April 14, 2025, the company entered into a new Loan and Security Agreement with Aion for up to **$3.5 million**[103](index=103&type=chunk)[104](index=104&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=27&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 financial results, highlighting a 10.7% revenue decrease, a significant gross profit increase to **$1.8 million**, reduced operating loss, ongoing liquidity challenges, and critical accounting policies - Key highlights for Q1 2025 include the repayment of two term loans with interest rates exceeding **100%**, the conversion of **$7.7 million** of convertible debt to equity, and a significant increase in gross profit to **$1.8 million**[108](index=108&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Total revenue for Q1 2025 decreased by 10.7% to **$7.2 million**, primarily due to lower hardware sales, yet gross profit surged to **$1.8 million** due to a 26.5% reduction in cost of revenue and a 37.7% cut in operating expenses | Revenue Stream | Q1 2025 Revenue | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | | Security managed services | $6,445,233 | -10% | Lower hardware and software sales | | Professional services | $569,823 | -26% | Fewer customer projects | | Cybersecurity software | $147,266 | +47% | Increase in Checklight software subscriptions | - Total cost of revenue decreased by **$1.9 million** (**26.5%**) YoY, primarily due to lower hardware/software costs, reduced use of consultants, and lower payroll costs from headcount reductions[107](index=107&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) - Selling, general, and administrative (SG&A) expenses decreased by **$1.3 million** (**33%**) YoY, mainly due to lower compensation, insurance, and lease costs resulting from 2024 headcount reductions[117](index=117&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity challenges with a **$15.3 million** working capital deficit, a **$5.4 million** net loss, and **$3.0 million** cash used in operations, leading to a reiterated 'going concern' warning and plans for future equity or debt financing limited by 'baby shelf' rules | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Working Capital Deficit** | ($15,347,258) | ($21,474,576) | - The company's independent auditors have expressed **substantial doubt** about its ability to continue as a **going concern** due to recurring losses and the need to raise additional capital[118](index=118&type=chunk)[125](index=125&type=chunk) - Future funding plans may include equity or debt financing, but access to its S-3 shelf registration is limited to **one-third** of its public float (under **$75M**) in any 12-month period due to 'baby shelf' rules[119](index=119&type=chunk)[126](index=126&type=chunk) [Critical Accounting Policies and Estimates](index=31&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management identifies key accounting policies requiring significant estimates and judgments, including revenue recognition, valuation of goodwill and intangible assets, impairment reviews, fair value measurements for derivative liabilities, and stock-based compensation expense calculations - Significant estimates include the allowance for credit losses, carrying value of intangible assets and goodwill, valuation of convertible notes and derivative liabilities, and assumptions for the Black-Scholes model[129](index=129&type=chunk) - Goodwill and indefinite-lived intangible assets are assessed for impairment annually or more frequently if triggering events occur[131](index=131&type=chunk) - Revenue is recognized when control of services is transferred to the client and is disaggregated into three categories: Security Managed Services, Professional Services, and Cybersecurity Software[137](index=137&type=chunk)[140](index=140&type=chunk) [Controls and Procedures](index=34&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2025, with **no changes** to internal control over financial reporting identified during the quarter - Based on an evaluation by the principal executive and financial officers, the company's disclosure controls and procedures were deemed **effective** as of March 31, 2025[148](index=148&type=chunk) - There were **no changes** in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[149](index=149&type=chunk) Part II. Other Information [Legal Proceedings](index=35&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is **not involved** in any material legal proceedings - As of the filing date, the company is **not involved** in any material legal proceedings[151](index=151&type=chunk) [Risk Factors](index=35&type=section&id=ITEM%201A.%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 - There have been **no material changes** from the risk factors disclosed in the company's 2024 Annual Report on Form 10-K[152](index=152&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In March 2025, the company issued **100,000 shares** of common stock to TraDigital Marketing Group as compensation for investor relations services - In March 2025, **100,000 shares** of common stock were issued to a marketing group for investor relations services[153](index=153&type=chunk) [Other Items (Defaults, Mine Safety, Other Info)](index=35&type=section&id=Other%20Items) The company reported **no defaults** upon senior securities, mine safety disclosures were not applicable, and **No directors or officers** adopted or terminated a Rule 10b5-1 trading plan during the quarter - There were **no defaults** upon senior securities during the period[154](index=154&type=chunk) - **No directors or officers** adopted or terminated a Rule 10b5-1 trading agreement or non-Rule 10b5-1 trading agreement during the quarter[156](index=156&type=chunk)

Core Insights - CISO Global has announced a strategic partnership with Cyber Assurance Group to launch CyberSimple, a solution aimed at providing cybersecurity and financial protection specifically for small and medium-sized businesses (SMBs) [1][4] - The CyberSimple offering combines advanced cybersecurity measures with accessible cyber insurance, addressing the gap in protection for SMBs that often lack adequate resources [2][4] Company Overview - CISO Global is a leader in AI-powered cybersecurity software and compliance services, headquartered in Scottsdale, Arizona [5] - The company’s CHECKLIGHT® platform offers 24/7 protection against advanced cyber threats, including zero-day attacks, and is designed to be affordable for SMBs [3][5] Market Context - The global cyber insurance market is projected to exceed $50 billion by 2030, with a compound annual growth rate (CAGR) of 25%, driven by increasing cyber threats and regulatory pressures [4] - There is a growing demand for integrated solutions like CyberSimple, which provide both cybersecurity and financial coverage for SMBs [4] Product Details - CyberSimple includes CHECKLIGHT®, which is an AI-powered endpoint detection and response (EDR) platform that offers continuous protection [3] - The solution is tailored to meet the specific needs of SMBs, making it simple and affordable [3]

Core Viewpoint - CISO Global, Inc. has achieved a significant financial milestone by fully satisfying its convertible notes, enhancing its balance sheet and reinforcing investor confidence through the announcement of unaudited Adjusted EBITDA profitability [1][2][3] Financial Developments - The company has fully satisfied convertible notes held by Target Capital 14, LLC and Secure Net Capital, LLC, marking a major financial achievement [1] - CISO Global has $7 million in convertible notes that have been extended on existing terms, held by a Company Advisory Board member and Hensley Beverage Company [2] - The company is now profitable on an unaudited Adjusted EBITDA basis and plans to repay the convertible notes over time through cash flow [2] Strategic Focus - CISO Global aims to expand recurring revenue through software sales to existing customers and channel partners, leveraging its strong balance sheet [3] - The company is committed to executing its growth strategy and maximizing shareholder value while delivering industry-leading cybersecurity solutions [3] Company Overview - CISO Global, Inc. is recognized as a leader in AI-powered cybersecurity software and managed security services, providing comprehensive solutions to protect organizations from cyber threats [4]

Financial Performance and Challenges - The company incurred significant operating losses during the years ended December 31, 2024, and December 31, 2023, with limited cash flow, necessitating increased revenue or additional capital to pursue growth opportunities [94]. - As of March 24, 2025, the company maintained cash resources of approximately $250,000, highlighting the need for adequate funding to achieve profitability and sustain long-term growth [95]. - The company faces challenges in maintaining profitability if revenue trends do not align with cost structure adjustments, potentially leading to variability in financial results [117]. - The auditor's opinion raised substantial doubt about the company's ability to continue as a going concern due to losses and negative cash flows from operations [154]. Growth Strategy and Market Position - The growth strategy focuses on expanding the client base and increasing consolidated revenue through strategic acquisitions and seamless integration of complementary cybersecurity services [95]. - The company has recently acquired multiple businesses, with a strategy driven by successful acquisitions and integration of additional businesses [109]. - The company plans to fund operations through a combination of available net operating cash flows and future capital raises, which may result in dilution for existing stockholders [96]. - The company recognizes the critical importance of attracting and retaining skilled personnel, particularly in the cybersecurity sector, to execute its growth strategy [105]. Competition and Market Risks - The company faces intense competition for qualified management and personnel, which may impact its ability to maintain and grow client relationships [106]. - The competitive landscape includes significant challenges, with competitors having greater financial and operational resources, which could lead to loss of customers and reduced revenue [144]. - The business strategy may impose limitations on accurately forecasting future revenue and operating results due to various factors, including client demand and economic conditions [112]. Sales and Revenue Recognition - The company’s sales cycles can be long and unpredictable, requiring considerable time and expense for sales efforts [94]. - Revenue from customer subscriptions is recognized ratably over the term of agreements, typically spanning one to three years, which means fluctuations in new sales or renewals will not be immediately reflected in current revenue [116]. - The sales cycles for the company's solutions are long and unpredictable, particularly with large enterprises and government entities, leading to challenges in forecasting revenue and financial results [119]. Legal and Regulatory Risks - The company’s future results may be affected by various legal and regulatory proceedings, including compliance risks and cybersecurity regulations [94]. - The company may face increased legal and regulatory risks as it expands operations in emerging markets, including compliance with anti-corruption laws [132]. - Increasingly complex cybersecurity regulations may require substantial investments to meet compliance, potentially delaying service launches and impacting profitability [148]. Economic and Geopolitical Factors - Adverse economic conditions, such as inflation or recessions, may negatively affect customer demand and overall business performance [130]. - The unpredictability of macroeconomic conditions complicates accurate forecasting and planning for future business activities [131]. - Geopolitical tensions, including conflicts in Russia and Ukraine, have created instability in global markets, which may disrupt supply chains and reduce demand for products and services [133]. Stock and Market Performance - The company received a notification from Nasdaq on March 29, 2023, indicating that its common stock had closed below $1.00 per share for 30 consecutive business days, failing to meet the minimum bid price requirement [169]. - Following a reverse stock split on March 8, 2024, the bid price for the common stock increased above $1.00, allowing the company to regain compliance with Nasdaq's bid price requirements [169]. - The market price of the company's common stock is volatile and may fluctuate disproportionately to its operating performance [155]. - The trading price of the common stock is likely to be highly volatile, which could result in significant fluctuations based on market perceptions unrelated to the company's fundamentals [180]. Shareholder and Corporate Governance - The company has never paid cash dividends and does not intend to do so in the foreseeable future, focusing instead on retaining earnings for business development [177]. - The existence of anti-takeover provisions may limit the price investors are willing to pay for shares and deter potential acquirers [158]. - Stockholder activism may disrupt business operations and divert management's attention, potentially leading to lost business opportunities and increased costs [178].

expects at least $34 million in adjusted EBITDA profitable revenue in 2025 Scottsdale, Ariz., March 27, 2025 (GLOBE NEWSWIRE) -- CISO Global, Inc. (NASDAQ: CISO), an industry leader in AI powered security software, managed cybersecurity, and compliance announced today that the company has achieved a significant profitability milestone in its transformation from a pure cyber services business to a software-led, services-backed enterprise. The company reached unaudited Adjusted EBITDA positivity in the last q ...

Core Insights - CISO Global, Inc. has successfully paid off its highest-interest loans to strengthen its balance sheet and improve operational efficiency [1][3] - The company secured extensions on convertible notes totaling $7 million, indicating confidence from long-standing partners [2][3] - The CFO stated that clearing high-interest debt enhances cash flow and allows for a transition to a more profitable, software-first business model [3] Financial Moves - The repayment of high-interest loans removes a significant obstacle to growth, improving cash flow and operational flexibility [3] - The extensions on convertible notes reflect continued confidence in the company's long-term vision and stability [2][3] Strategic Focus - CISO Global is transitioning into a high-margin, software-led and services-supported model, aiming for sustained revenue growth [3] - The company is committed to redefining the cybersecurity landscape with a revitalized balance sheet and sharpened strategic focus [3][4]

Core Viewpoint - CISO Global, Inc. is experiencing stock volatility not attributed to insider selling, with no executives or board members selling shares during this period [1][3] Group 1: Company Performance and Market Activity - Despite positive developments such as partnerships with Microsoft and AWS, the launch of the EDGE security platform, and the deployment of the Skanda analysis tool, the company's shares faced significant selling pressure [2] - The decline in share price is believed to be influenced by market makers engaging in manipulative trading practices, including naked short selling, which distorts market pricing [2] - The company has communicated with state and federal regulators regarding observed trading anomalies [3] Group 2: Company Overview - CISO Global, Inc. is a provider of managed cybersecurity and compliance solutions, focusing on protecting organizations from cyber threats through advanced technology and industry expertise [4] - The company offers tailored services to ensure the security and compliance of clients' digital assets [4][5]