CISO Global Registers 39M Shares for B. Riley Resale, Secures $15M Funding Option

TL;DR

**CISO Global is setting up for significant dilution with B. Riley's preferred stock conversion, but the capital infusion is a necessary lifeline for this emerging cybersecurity player.**

AI Summary

CISO Global, Inc. (CISO) filed an S-1 to register up to 39,062,500 shares of common stock for resale by B. Riley Principal Capital, LLC. These shares are issuable upon conversion of 15,625 shares of Series B Convertible Preferred Stock, which CISO Global may issue and sell to B. Riley for up to $15.0 million in gross proceeds over an 18-month period, commencing September 24, 2025. The initial purchase will be for $2.3 million of Series B Preferred Stock. CISO Global will not receive any proceeds from the resale of these shares by B. Riley, but will use any proceeds from the sale of Series B Preferred Stock for working capital, general corporate purposes, and debt obligations. Additionally, on August 4, 2025, CISO Global exchanged approximately $9,297,894.54 in outstanding convertible notes for 9,297,894 newly authorized shares of Series A Preferred Stock with Hensley & Company and J C Associates, Inc. The company's common stock trades on Nasdaq under the symbol "CISO," with a last reported sale price of $1.19 per share on October 2, 2025. B. Riley Securities, Inc. will receive a placement fee of 3.5% of the aggregate dollar amount of Series B Preferred Stock issued.

Why It Matters

This S-1 filing signals CISO Global's intent to bolster its balance sheet through a potential $15.0 million capital infusion from B. Riley, crucial for its cybersecurity growth strategy and debt management. While the company won't directly benefit from B. Riley's resale, the underlying preferred stock sale provides much-needed working capital. For investors, the significant potential dilution from 39,062,500 shares entering the market, representing a substantial portion of the outstanding common stock, could pressure the stock price. The conversion of $9.3 million in convertible notes to Series A Preferred Stock also restructures debt, impacting the company's financial leverage and competitive position in the cybersecurity market.

Risk Assessment

Risk Level: high — The filing indicates a high degree of risk, explicitly stating, 'An investment in our securities involves a high degree of risk.' The potential resale of up to 39,062,500 shares by B. Riley, coupled with the conversion of $9,297,894.54 in convertible notes into 9,297,894 shares of Series A Preferred Stock, suggests substantial dilution for existing common stockholders. Furthermore, the company is an 'emerging growth company,' which allows for reduced disclosure obligations, potentially limiting investor insight.

Analyst Insight

Investors should exercise extreme caution due to the significant potential for dilution from the 39,062,500 shares registered for resale by B. Riley. Monitor the timing and volume of B. Riley's sales, as this could create downward pressure on CISO's stock price. Consider the long-term implications of the $15.0 million capital raise on the company's operational runway and debt obligations.

Key Numbers

• 39,062,500 — Shares of Common Stock (Maximum shares registered for resale by B. Riley, indicating potential dilution.)
• $0.00001 — Par Value per Share (Par value for both Common Stock and Series B Preferred Stock.)
• $15.0 million — Aggregate Gross Proceeds (Maximum amount CISO Global may receive from B. Riley for Series B Preferred Stock sales.)
• 18-month — Purchase Agreement Period (Duration for CISO Global to sell Series B Preferred Stock to B. Riley, starting September 24, 2025.)
• $2.3 million — Initial Purchase Amount (Value of the initial Series B Preferred Stock purchase by B. Riley.)
• $1.19 — Last Reported Sale Price (CISO Global's common stock price on Nasdaq as of October 2, 2025.)
• $9,297,894.54 — Aggregate Principal and Accrued Interest (Value of convertible notes exchanged for Series A Preferred Stock.)
• 9,297,894 — Shares of Series A Preferred Stock (Number of shares issued in exchange for convertible notes.)
• 3.5% — Placement Fee (Percentage B. Riley Securities, Inc. will receive for Series B Preferred Stock placement.)
• 9.99% — Beneficial Ownership Limitation (Maximum beneficial ownership of Common Stock B. Riley can hold from Series B conversion without stockholder approval.)

Key Players & Entities

• CISO Global, Inc. (company) — Registrant and cybersecurity firm
• B. Riley Principal Capital, LLC (company) — Selling Stockholder and preferred stock purchaser
• B. Riley Securities Holdings, Inc. (company) — Manager of B. Riley Principal Capital, LLC
• David G. Jemmett (person) — Chief Executive Officer of CISO Global, Inc.
• Katherine A. Beck (person) — Legal counsel from Greenberg Traurig, LLP
• Adin J. Tarr (person) — Legal counsel from Greenberg Traurig, LLP
• Hensley & Company (company) — Holder of convertible notes, affiliated with Andrew K. McCain
• J C Associates, Inc. (company) — Holder of convertible notes, affiliated with an advisory board member
• Andrew K. McCain (person) — Director of CISO Global, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for the S-1 filing

FAQ

Risk Factors

• Reliance on Future Financing [high — financial]: The company's ability to continue as a going concern is dependent on its ability to secure additional financing. The S-1 filing indicates a need for up to $15.0 million in gross proceeds from the sale of Series B Preferred Stock to B. Riley, with an initial purchase of $2.3 million. This highlights a reliance on external capital to fund operations and meet obligations.
• Dilution from Share Resale [high — financial]: The registration of up to 39,062,500 shares of common stock for resale by B. Riley Principal Capital, LLC, represents a significant potential dilution to existing shareholders. This offering is tied to the conversion of Series B Preferred Stock, which could be issued over an 18-month period.
• Convertible Note Conversion Impact [medium — financial]: The exchange of approximately $9.3 million in convertible notes for 9,297,894 shares of Series A Preferred Stock indicates a substantial debt conversion. While this reduces debt, it increases the number of preferred shares outstanding, which could impact future equity valuations and dividend preferences.
• Cybersecurity Talent Shortage [medium — market]: The company operates in a cybersecurity industry with a significant supply and demand imbalance for expert professionals. While CISO Global aims to address this by attracting and retaining talent, failure to do so could impede its ability to deliver services and grow.
• Integration of Acquisitions [medium — operational]: CISO Global has invested in integrating acquisitions into a unified ecosystem. Challenges in successful integration could hinder cross-pollination of solutions, limit revenue opportunities, and impact the overall efficiency of its service delivery.
• Compliance and Data Security [high — regulatory]: As a cybersecurity and compliance firm, CISO Global is subject to stringent regulatory requirements and the evolving landscape of data privacy laws. Any failure to maintain compliance or secure client data could lead to significant legal and reputational damage.

Industry Context

CISO Global operates in the rapidly growing cybersecurity market, which is characterized by a significant demand for skilled professionals and increasing threats. The industry faces a talent shortage, creating opportunities for companies like CISO Global that can attract and retain expert talent. Key service areas include compliance consulting, managed security services, incident response, and vCISO services, all driven by the need for businesses to protect their digital assets and meet regulatory requirements.

Regulatory Implications

As a cybersecurity and compliance firm, CISO Global is subject to a complex and evolving regulatory landscape, including data privacy laws (e.g., GDPR, CCPA) and industry-specific compliance standards. The company's operations and services must adhere to these regulations to avoid penalties and maintain client trust. The S-1 filing itself is a regulatory requirement for public offerings.

What Investors Should Do

1. Monitor B. Riley's Series B Preferred Stock purchases
2. Assess the company's ability to attract and retain cybersecurity talent
3. Evaluate the integration success of acquired entities
4. Track the company's financial health and cash burn

Key Dates

• 2025-09-24: Commencement of 18-month period for Series B Preferred Stock sales — Marks the start of the period during which CISO Global can sell up to $15.0 million of Series B Preferred Stock to B. Riley, impacting future capital structure and potential dilution.
• 2025-08-04: Exchange of convertible notes for Series A Preferred Stock — Approximately $9.3 million in convertible notes were converted into 9,297,894 shares of Series A Preferred Stock, reducing debt but increasing preferred equity.
• 2025-10-02: Last reported sale price of Common Stock — CISO Global's common stock traded at $1.19 per share, providing a current market valuation reference point.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. (This document provides detailed information about CISO Global's business, financial condition, and the proposed offering of shares.)

Series B Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of shares of common stock. (CISO Global plans to sell this to B. Riley, with the potential for conversion into common stock, leading to dilution.)

Working Capital

The difference between a company's current assets and current liabilities, representing the funds available for day-to-day operations. (Proceeds from the Series B Preferred Stock sale are intended to be used for working capital, indicating a need for operational funding.)

Convertible Notes

Debt instruments that can be converted into equity (stock) under certain conditions. (CISO Global recently exchanged approximately $9.3 million of these notes for Series A Preferred Stock, reducing its debt burden.)

Beneficial Ownership Limitation

A clause in an agreement that limits the percentage of a company's voting stock that an investor can own without triggering certain regulatory requirements or requiring shareholder approval. (The 9.99% limitation for B. Riley is crucial for managing potential control issues and regulatory compliance.)

Placement Fee

A fee paid to an intermediary (like an investment bank) for arranging the sale of securities. (B. Riley Securities, Inc. will receive a 3.5% fee for placing the Series B Preferred Stock, impacting the net proceeds to CISO Global.)

Year-Over-Year Comparison

This S-1 filing represents a significant step for CISO Global, detailing a new financing arrangement with B. Riley and the conversion of substantial convertible debt into preferred stock. Unlike previous filings that might have focused on operational growth or earlier-stage financing, this document highlights the company's current capital structure, potential dilution, and its strategy to secure funds for working capital and general corporate purposes. Specific year-over-year comparisons for revenue, margins, and net income are not available from the provided S-1 excerpt.

Key Financial Figures

• $0.00001 — 2,500 shares of common stock, par value $0.00001 per share (the “Common Stock&rdqu
• $1.19 — Common Stock as reported on Nasdaq was $1.19 per share. You should read this prosp
• $1.07 billion — ing growth company if we have more than $1.07 billion in annual revenue, issue more than $1.0
• $1.0 billion — lion in annual revenue, issue more than $1.0 billion of non-convertible debt over a three-ye
• $15.0 million — d B. Riley must purchase from us, up to $15.0 million of our newly authorized shares of Serie
• $15.0 m — f the aggregate purchase price equal to $15.0 million, (iii) if we have not obtained ap
• $100,000 — ries B Preferred Stock in increments of $100,000, subject to a maximum amount of $500,00
• $500,000 — 100,000, subject to a maximum amount of $500,000 weekly in the aggregate (subject to exc
• $2.3 million — that the initial purchase shall be for $2.3 million of Series B Preferred Stock. In no ev
• $1.0 million — provided that we pay an amount equal to $1.0 million as liquidated damages. Series A Prefe
• $9,297,894.54 — l and accrued interest of approximately $9,297,894.54 (collectively, the “Exchange Note
• $0.40 — ares at the minimum conversion price of $0.40 per share (the “Minimum Conversio
• $30.89 — th a weighted average exercise price of $30.89 per share; and 5,433,281 shares of Co
• $1.16 — th a weighted average exercise price of $1.16 per share. 5 PRIVATE PLACEMENTS T

Filing Documents

• forms-1.htm (S-1) — 508KB
• ex5-1.htm (EX-5.1) — 14KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 11KB
• ex107.htm (EX-FILING FEES) — 20KB
• forms-1_001.jpg (GRAPHIC) — 11KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex23-1_001.jpg (GRAPHIC) — 38KB
• ex23-1_002.jpg (GRAPHIC) — 13KB
• ex23-1_003.jpg (GRAPHIC) — 29KB
• ex23-2_003.jpg (GRAPHIC) — 16KB
• ex23-2_002.jpg (GRAPHIC) — 7KB
• 0001493152-25-017094.txt ( ) — 841KB
• ex107_htm.xml (XML) — 5KB

RISK FACTORS

RISK FACTORS 11 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 13 SELLING STOCKHOLDER 15

USE OF PROCEEDS

USE OF PROCEEDS 16 PLAN OF DISTRIBUTION 17

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 18 LEGAL MATTERS 25 EXPERTS 25 WHERE YOU CAN FIND MORE INFORMATION 25 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 25 i ABOUT THIS PROSPECTUS This prospectus forms part of a registration statement that we filed with the U.S. Securities & Exchange Commission (“SEC”), and that includes exhibits that provide more detail with respect to the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” before making your investment decision. You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling Stockholder, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date. Neither we, nor the Selling Stockholder, are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States. 1 PROSPECTUS SUMMARY The following is a summary of selected i

Business

Business Overview Our company is a leading cybersecurity, compliance, and software firm composed of highly trained and seasoned security professionals. We collaborate with clients to enhance or establish a stronger cybersecurity posture within their organizations. Cybersecurity, also referred to as computer or information technology security, protects computer systems and networks from data breaches, hardware damage, software compromise, and service disruptions. The cybersecurity industry faces a significant supply and demand imbalance, with greater demand for services than the market can supply in terms of expert, seasoned compliance and cybersecurity professionals. To address this, we prioritize identifying, attracting, and retaining top cybersecurity and compliance talent. Our strategy includes acquisitions, direct hiring, and employee incentivization through stock options to ensure retention. We continuously seek culturally aligned cyber talent that offers operational leverage through existing revenue streams and customer relationships. We have invested in enterprise solutions, executive leadership, and our proprietary software to integrate our acquisitions into a unified ecosystem. This ecosystem fosters cross-pollination of solutions, promoting additional revenue opportunities and enhancing recurring revenue. By emphasizing a security-aware workforce culture, we aim to become trusted advisors, providing tailored, product-agnostic cybersecurity solutions that align with our clients’ security needs, financial realities, and strategic goals. Our comprehensive cybersecurity services span compliance, cybersecurity, and culture. These services include compliance consulting, secured managed services, Security Operations Center (SOC) services, virtual Chief Information Security Officer (vCISO) services, incident response, certified forensics, technical assessments, and cybersecurity training. We believe culture forms the foundation of successful cybers

View Full Filing

View this S-1 filing on SEC EDGAR