CISO Global Inc
For the period ended Dec 31, 2023. Filed Apr 16, 2024.
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FY2023 · Filed Apr 16, 2024
CISO$0.17-4.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | The following documents are filed as a part of the report: |
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| (1) | For a list of the financial statements included herein, see the index to the financial statements beginning on page F-1 of this Annual Report on Form 10-K, incorporated into this Item by reference. |
| (2) | Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto. |
| (b) | Exhibits. |
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| Exhibit · Incorporated by Reference | ||||
|---|---|---|---|---|
| Number | Exhibit Description | Form | Exhibit | Filing Date |
| 2.1 | Agreement for the Purchase and Sale of Limited Liability Company Interests of GenResults, LLC dated April 12, 2019 | 10-12G | 10.1 | 10/2/2019 |
| 2.2** | Agreement and Plan of Merger by and among the Registrant, TalaTek, LLC, TalaTek Merger Sub and Baan Alsinawi dated September 23, 2019 | 10-12G | 2.2 | 10/2/2019 |
| 2.3 | Stock Purchase Agreement by and among the Registrant, Technologyville, Inc. and Brian Yelm dated May 25, 2020 | 8-K | 10.1 | 5/29/2020 |
| 2.4 | Share Purchase Agreement among the Registrant, Clear Skies Security, LLC and all of its Members dated July 31, 2020 | 8-K | 10.1 | 8/6/2020 |
| 2.5** | Agreement and Plan of Merger by and among the Registrant, Alpine Merger Sub, LLC, Alpine Security, LLC and Christian Espinosa dated December 16, 2020 | 8-K | 10.1 | 12/21/2020 |
| 2.6** | Amended and Restated Agreement and Plan of Merger by and among the Registrant, Catapult Acquisition Merger Sub, LLC, Catapult Acquisition Corporation, the shareholders of Catapult Acquisition Corporation and Darek Hahn dated July 26, 2021 | 8-K | 10.1 | 08/02/2021 |
| 2.7** | Stock Purchase Agreement by and among the Registrant, Atlantic Technology Systems, Inc., Atlantic Technology Enterprises, Inc., and James Montagne and Miriam Montagne as sole shareholders, dated October 1, 2021 | 8-K | 10.1 | 10/07/2021 |
| 2.8** | Agreement and Plan of Merger by and among the Registrant, RED74 Merger Sub, LLC, RED74 LLC, Ticato Holdings, Inc. and Tim Coleman dated October 8, 2021 | 8-K | 10.1 | 11/15/2021 |
| 2.9** | Stock Purchase Agreement by and among the Registrant, Southford Equities, Inc., a British Virgin Islands based company and David Esteban Alfaro Medina, Roberto Andrés Arriagada Poblete and Camilo Orlando Garrido Briones dated December 1, 2021 | 8-K | 10.1 | 12/06/2021 |
| 2.10 | Stock Purchase Agreement among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022 | 8-K | 10.1 | 01/06/2022 |
| 2.11** | Agreement and Plan of Merger among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022 | 8-K | 10.2 | 01/06/2022 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of the Registrant | 10-Q | 3.1 | 08/15/2022 |
| 3.1(a) | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 3.1 | 04/10/2023 |
| 3.1(b) | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 3.1 | 03/07/2024 |
| 3.2 | Second Amended and Restated By-laws of the Registrant | 8-K | 3.1 | 10/10/2023 |
| 4.1 | Form of Common Stock Certificate of the Registrant | 10-K | 4.1 | 03/30/2020 |
| 4.2 | Description of Securities Registered under Section 12 of the Exchange Act | 10-K | 4.2 | 03/31/2023 |
| 4.3 | Form of Underwriter Warrant | S-1 | 4.3 | 12/14/2021 |
| 4.4 | Form of Placement Agent Warrant | 8-K | 4.1 | 05/17/2023 |
| 10.1 | Stock Repurchase Agreement between the Registrant and Alan Kierman dated September 1, 2019 | 10-K | 10.4 | 03/30/2020 |
| 10.2# | 2019 Equity Incentive Plan, as amended | 10-Q | 10.3 | 08/15/2022 |
| 10.3(a)# | Form of Stock Option Agreement | 10-K | 10.3 | 04/15/2022 |
| 10.4# | Employment Agreement between the Registrant and David G. Jemmett dated September 30, 2019 | 10-12G | 10.2 | 010/2/2019 |
| 10.5 | Purchase Agreement and 5% Unsecured Convertible Note by the Registrant payable to Neil Stinchcombe dated October 27, 2021 | 8-K | 10.1 | 11/02/2021 |
| 10.5(a) | Letter Agreement between the Registrant and Neil Stinchcombe dated March 27, 2023 | 10-K | 10.5(a) | 03/31/2023 |
| 10.6# | Employment Agreement by and between Debra L. Smith and the Registrant dated December 31, 2020 | 10-K | 10.10 | 04/15/2022 |
| 10.7# | Employment Agreement by and between David A. Bennett and the Registrant dated February 12, 2022 | 10-K | 10.7 | 03/31/2023 |
| 10.8# | Employment Agreement by and between Ashley N. Devoto and the Registrant dated December 23, 2021 | 10-K | 10.8 | 03/31/2023 |
| 10.9 | Form of Lockup Agreement | S-1/A | 10.14 | 01/07/2022 |
| 10.10 | Purchase Agreement, dated March 20, 2023, by and between the Registrant and Hensley & Company dba Hensley Beverage Company | 8-K | 10.1 | 03/20/2023 |
| 10.11 | 10% Unsecured Convertible Note by the Registrant payable to Hensley & Company, dated March 20, 2023 | 8-K | 10.2 | 03/20/2023 |
| 10.12# | Employment Agreement by and between Kyle J. Young and the Registrant dated March 30, 2023 | 10-K | 10.12 | 03/31/2023 |
| 10.13# | 2023 Equity Incentive Plan | S-8 | 10.2 | 10/31/2023 |
| 10.14 | Placement Agency Agreement, dated May 16, 2023, by and between the Registrant and each Purchaser thereto | 8-K | 10.2 | 05/17/2023 |
| 10.15 | Form of Securities Purchase Agreement, dated May 16, 2023, by and between the Registrant and each Purchasers thereto | 8-K | 10.1 | 05/17/2023 |
| 21.1* | Subsidiaries of the Registrant | |||
| 23.1* | Consent of Semple, Marchal & Cooper LLP | |||
| 23.2* | Consent of Baker Tilly Chile Ltda. | |||
| 31.1 | Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer | |||
| 31.2 | Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer | |||
| 32.1 | Section 1350 Certification of Principal Executive Officer | |||
| 32.2 | Section 1350 Certification of Principal Financial Officer | |||
| 97.1* | CISO Global, Inc. Executive Officer Incentive Compensation Recovery Policy | |||
| 101.INS | Inline XBRL Instance Document | |||
| 101.SCH | Inline XBRL Schema Document | |||
| 101.CAL | Inline XBRL Calculation Linkbase Document | |||
| 101.DEF | Inline XBRL Definition Linkbase Document | |||
| 101.LAB | Inline XBRL Label Linkbase Document | |||
| 101.PRE | Inline XBRL Presentation Linkbase Document | |||
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) | |||
*Filed herewith.
**Certain exhibits, annexes, and/or schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish supplementally a copy of any omitted exhibit, annex, or schedule to the Securities and Exchange Commission upon request.
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