8-K: CISO Global Faces Nasdaq Delisting Warning

CISO Global, Inc. received a Nasdaq notification for failing to meet the minimum $1.00 bid price requirement, initiating a 180-day compliance period.

Summary

• CISO Global, Inc. received a notice from Nasdaq on December 30, 2025, indicating non-compliance with the minimum bid price requirement.
• The company's common stock closed below $1.00 per share for 33 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).
• CISO Global has 180 calendar days, until June 29, 2026, to regain compliance.
• To regain compliance, the closing bid price must be $1.00 or more for at least 10 consecutive business days.
• If compliance is not met by June 29, 2026, the company may be eligible for an additional 180-day period if it meets other listing standards and intends to cure the deficiency, potentially through a reverse stock split.
• The notification has no immediate impact on the listing of the common stock on the Nasdaq Capital Market.
• The company plans to monitor its stock price and explore options to achieve compliance.

Sentiment

Score: 3

Explanation: The filing indicates a significant negative event with the receipt of a Nasdaq delisting notice due to the stock price falling below the minimum bid requirement. While there's a compliance period and management's stated intent to address it, the underlying issue and potential for delisting are serious concerns for investors.

Positives

• The Nasdaq notification has no immediate effect on the listing of the common stock.
• The company has a 180-day period to regain compliance, with a potential for an additional 180 days.
• Management intends to actively monitor the bid price and consider options to achieve compliance.

Negatives

• The company's common stock bid price has fallen below the Nasdaq minimum requirement of $1.00 for 33 consecutive business days.
• Receipt of a formal delisting notice from Nasdaq.
• Uncertainty regarding the company's ability to regain compliance within the specified timeframe.

Risks

• Failure to regain compliance with the minimum bid price requirement by June 29, 2026, or within any extended period.
• Potential delisting of the company's common stock from the Nasdaq Capital Market.
• Inability to meet other Nasdaq listing standards required for an extended compliance period.
• The Staff may determine the company cannot cure the deficiency, leading to delisting.
• An appeal of a delisting determination may not be granted.
• A reverse stock split, if necessary, could have its own implications for shareholders.

Future Outlook

CISO Global intends to actively monitor its common stock's bid price and market value of listed securities. The company will consider various options to achieve compliance with Nasdaq listing rules, including the potential for a reverse stock split if an additional compliance period is granted and deemed necessary to cure the deficiency. However, there is no assurance that compliance will be regained.

Management Comments

• We intend to actively monitor the bid price of our common stock and our minimum market value of listed securities and will consider options available to us to achieve compliance with the Nasdaq listing rules.

Industry Context

Nasdaq's minimum bid price rule is a standard requirement for companies listed on its exchanges, designed to ensure a certain level of market stability and investor confidence. Companies that fall below this threshold often face increased scrutiny and potential delisting, which can impact liquidity and investor perception. This situation is common for smaller-cap companies experiencing market challenges or operational setbacks.

Stakeholder Impact

• Shareholders: Face potential loss of liquidity and market value if the stock is delisted, and uncertainty regarding the company's ability to regain compliance. A reverse stock split could also impact share count and price.
• Investors: May perceive increased risk and reduced confidence in the company due to the delisting threat.
• Employees: Could face uncertainty regarding the company's future listing status and its implications.

Next Steps

• CISO Global will actively monitor the bid price of its common stock.
• The company will consider options to achieve compliance with Nasdaq listing rules.
• If compliance is not met by June 29, 2026, the company may seek an additional 180-day compliance period, potentially involving a reverse stock split.
• The company may appeal any delisting determination by Nasdaq Staff.

Key Dates

Recommendation

While the delisting notice is a significant negative event, the company has a 180-day compliance period and management has stated an intention to address the issue. There is a possibility of regaining compliance or securing an extension. However, the risk of delisting is substantial, warranting caution. A "hold" recommendation reflects the uncertainty and the time available for the company to act, but investors should closely monitor developments.

Keywords

CISO Global, Nasdaq, delisting, minimum bid price, common stock, compliance, Rule 5550(a)(2), reverse stock split, corporate governance, stock market