Core Viewpoint - CISO Global has entered into a private financing arrangement with B. Riley Securities, allowing the company to sell up to $15 million of convertible preferred stock to fund its growth initiatives, particularly in the cybersecurity software sector [1][4]. Financing Arrangement - The convertible preferred stock has a stated value of $1,000 per share, sold at a 4% discount, with no preferred return or dividends [2]. - The financing facility has an 18-month term, allowing CISO to draw funds at its discretion, starting with an initial increment of $2.3 million and up to $500,000 weekly, contingent on certain conditions [2][3]. - CISO retains full control over the timing and amount of sales, with no obligation to utilize the full $15 million available [2][3]. Use of Proceeds - Proceeds from the financing will be used to fund expansion initiatives, specifically scaling the cybersecurity software business in the insurance channel through a strategic relationship with CAGI [2]. Conversion Terms - The preferred stock is convertible into common stock at a price of 105% of the lowest daily VWAP over the five trading days prior to conversion for the initial draw, and 95% for subsequent draws, with a floor price of $0.40 [3]. - There are beneficial ownership caps and blocker provisions to comply with NASDAQ Listing Rules [3]. Management Commentary - The CEO of CISO Global emphasized that this investment is a significant step forward for the company, enabling accelerated growth and execution of its strategic vision [4]. - The CFO noted that the facility strengthens the company's balance sheet and positions it for financial strength [5]. Legal and Compliance - B. Riley Securities acted as the Sole Placement Agent, and legal counsel was provided by Greenberg Traurig, LLP for CISO and Lowenstein Sandler LLP for B. Riley [5].
CISO Global Enters Into a $15 Million Convertible Preferred Equity Facility to Fund Expansion Initiatives