CISO Global Inc.

CISO: DEF 14A · reverse split

CISO Global filed its DEF 14A for the November 19, 2026 annual meeting, headlined by Proposal Three: a reverse stock split of 1-for-2 up to 1-for-50, with the exact ratio set at board discretion. The split is aimed at regaining compliance with Nasdaq's $1.00 minimum bid price rule. CISO received a deficiency notice December 30, 2025, failed to cure by June 29, 2026, and now has a second 180-day window ending December 28, 2026 — after which Nasdaq will move to delist if compliance is not regained. The board intends to effect the split if approved, which would cut the 45,578,734 shares outstanding to as few as roughly 911,575 shares at the maximum ratio. Failure to approve the split would expose the company to delisting and impair capital-raising efforts.

SEC DEF 14A•19d ago

CISO: PRE 14A · proxy statement

CISO Global filed a preliminary proxy for its November 19, 2026 annual meeting, headlined by a proposal to amend its charter to effect a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-50, with the exact ratio set at the Board's sole discretion. The reverse split is designed to lift the share price back above Nasdaq's $1.00 minimum bid requirement. The company received a deficiency letter on December 30, 2025, failed to regain compliance by June 29, 2026, and was granted a second 180-day period expiring December 28, 2026 — after which Nasdaq will move to delist if the bid remains below $1.00. The proxy also covers election of five directors, ratification of Semple, Marchal & Cooper, LLP as auditor for fiscal 2026, and an adjournment proposal to allow further solicitation of votes on the reverse split. Notably, Interim COO Kyle J. Young resigned effective January 2, 2026, forfeiting his 2025 equity grants. Under amended Nasdaq rules, a reverse split executed during the prior year eliminates eligibility for any further compliance period, meaning failure to hold the price above $1.00 after the split would likely lead directly to delisting proceedings.

SEC PRE 14A•1mo ago

CISO: 10-Q · periodic report

CISO Global's second-quarter 2026 revenue fell about 13% year over year to $5,791,488 while its net loss narrowed to $1,612,705 from $3,009,921 a year earlier, as cost cuts and headcount reductions offset the loss of several higher-revenue customers. The company disclosed substantial doubt about its ability to continue as a going concern, holding just $721,771 in cash against an $8,518,124 working capital deficit and stating that current cash is not sufficient to cover operating needs for the 12 months from the filing date. CISO Global remains out of compliance with Nasdaq's $1.00 minimum bid price rule and has until December 28, 2026 to regain compliance, with management signaling it may effect a reverse stock split to avoid delisting. The company must also pay roughly $155,575 per month through May 2027 (aggregate $1,866,900) to redeem its Series B Preferred Stock, and its $19.9 million of goodwill faces impairment risk — a 1% decline in stock price and market cap would have pushed the reporting unit's fair value below carrying value.

SEC 10-Q•2mo ago

CISO: 8-K · delisting

CISO Global has received an additional 180 calendar days to regain compliance with Nasdaq's minimum bid price requirement after failing to meet the $1.00 threshold during its initial compliance period. The extension, granted on June 30, 2026, provides the company until December 28, 2026, to cure the deficiency. To regain compliance, the company must maintain a closing bid price of at least $1.00 for a minimum of ten consecutive business days. CISO Global stated its intention to effect a reverse stock split if necessary to achieve this before the deadline. While the notice has no immediate impact on the listing or trading of the common stock, failure to demonstrate compliance by the new deadline will result in a delisting notification. The company noted it would appeal such a determination to a Hearings Panel if required.

SEC 8-K•3mo ago

CISO: 10-Q · periodic report

CISO Global reported a net loss of $1.59 million for Q1 2026, with revenue declining 13% year-over-year to $6.22 million. The company disclosed substantial doubt about its ability to continue as a going concern, citing a working capital deficit of $5.52 million and cash reserves of only $640,075. A critical liquidity trigger occurred when B. Riley delivered a conversion notice for the remaining Series B Preferred Stock, forcing CISO to redeem the shares for $1.87 million in monthly installments starting May 2026. This obligation arises because the stock price remained below the $0.40 minimum conversion price for ten consecutive trading days. The company also faces a Nasdaq delisting risk, having received notice that its stock price closed below $1.00 for 33 consecutive days. CISO has until June 29, 2026, to regain compliance or risk delisting, potentially requiring a reverse stock split.

SEC 10-Q•5mo ago