8-K/A: CISO Global Faces Nasdaq Delisting Notice, Appoints New Directors Amidst Compliance Concerns

CISO Global Inc. received a Nasdaq notification for non-compliance with listing rules due to a delayed annual shareholder meeting and appointed three new directors following a securities purchase agreement.

Summary

• CISO Global Inc. filed an amendment to its previous report to correct the company name and the title of the signing officer.
• The company received a notification from Nasdaq on January 10, 2025, indicating non-compliance with listing rules 5620(a) and 5810(c)(2)(G) due to not holding an annual shareholder meeting within twelve months of its fiscal year end on December 31, 2023.
• CISO Global has 45 calendar days to submit a plan to regain compliance, and if accepted, Nasdaq may grant an extension until June 30, 2025.
• The company plans to file a definitive proxy statement for an annual meeting in March 2025 to address the compliance issue.
• Effective January 8, 2025, Phillip Balatsos, Mohsen (Michael) Khorassani, and Andrew Hancox were appointed as new directors, fulfilling obligations under a Securities Purchase Agreement dated December 10, 2024.
• Simultaneously, Debra Smith, Robert C. Oakes, Reid S. Holbrook, Brett Chugg, and Ernest M. (Kiki) VanDeWeghe resigned from the Board of Directors.
• The appointments and resignations became effective upon the regulatory filing of an Information Statement and the payment of $4 million in gross proceeds to the company.
• The compensation for the new directors has not yet been determined.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the Nasdaq compliance issue, but the appointment of new directors offers a glimmer of hope for future improvement.

Positives

• The company is taking steps to regain compliance with Nasdaq listing rules by planning an annual meeting in March 2025.
• The appointment of new directors with experience in finance, business development, and marketing may contribute to the company's growth and success.

Negatives

• CISO Global received a Nasdaq notification for non-compliance with listing rules, which could lead to delisting if not addressed.
• The company has not held an annual meeting of shareholders within twelve months of its fiscal year end, indicating potential governance issues.

Risks

• Failure to submit an acceptable plan to Nasdaq within 45 days could result in delisting from the Nasdaq Capital Market.
• The company's ability to regain compliance by June 30, 2025, is uncertain.
• The impact of the new directors on the company's performance is yet to be determined.

Future Outlook

The company expects to file a definitive proxy statement in the coming weeks for an annual meeting to be held in March 2025 to regain compliance with the applicable Nasdaq Listing Rules.

Management Comments

• The Board believes that Messrs. Balatsos, Khorassani, and Hancoxs solid experience in the financial sector, business development and marketing operations make them ideally qualified to help lead the Company towards continued growth and success.

Industry Context

Many companies face challenges in maintaining compliance with stock exchange listing requirements, especially smaller companies or those undergoing significant changes. Appointing experienced directors is a common strategy to improve governance and operational performance.

Comparison to Industry Standards

• Nasdaq listing rules are designed to ensure a minimum level of corporate governance and financial health.
• Companies like CISO Global are expected to adhere to these standards to maintain investor confidence.
• Failure to comply can lead to delisting, which can negatively impact shareholder value.
• Compared to companies that maintain consistent compliance, CISO Global is currently underperforming in terms of corporate governance standards.

Management Changes

Stakeholder Impact

• Shareholders face the risk of delisting if the company fails to regain compliance with Nasdaq listing rules.
• The appointment of new directors could potentially improve the company's performance and benefit shareholders in the long term.

Next Steps

• CISO Global needs to submit a plan to Nasdaq within 45 days to regain compliance.
• The company plans to file a definitive proxy statement for an annual meeting to be held in March 2025.

Key Dates