CISO Global, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on October 3, 2025

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

**Washington, D.C. 20549

FORM S-1**

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CISO GLOBAL, INC.**

(Exact Name of Registrant as Specified in its Charter)

6900 E. Camelback Road, Suite 900

Scottsdale, Arizona 85251

(480) 389-3444

(Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David G. Jemmett

Chief Executive Officer

CISO Global, Inc.

6900 E. Camelback Road, Suite 900

Scottsdale, Arizona 85251

(480) 389-3444

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Katherine A. Beck

Adin J. Tarr

Greenberg Traurig, LLP

2375 E. Camelback Road, Suite 800

Phoenix, Arizona 85016

(602) 445-8000

**Approximate date of commencement of proposed sale to the public:**From time to time, as determined by the Selling Stockholder, after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. The Selling Stockholder may not resell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and nor is it a solicitation of offers to buy these securities in any state where the offer or sale is not permitted.

Up to 39,062,500 Shares of Common Stock

This prospectus relates to the resale of up to 39,062,500 shares of common stock, par value $0.00001 per share (the “Common Stock”), of CISO Global, Inc. (the “Company,” “we,” “our” or “us”) by B. Riley Principal Capital, LLC (“B. Riley” or the “Selling Stockholder”), a fund managed by B. Riley Securities Holdings, Inc. The shares of Common Stock registered for resale pursuant to this prospectus consist of up to 39,062,500 shares of Common Stock (the “Shares”) issuable upon conversion of the 15,625 shares of Series B Convertible Preferred Stock of the Company, par value $0.00001 per share (the “Series B Preferred Stock”), issuable pursuant to and in accordance with the terms and conditions of that certain Preferred Equity Purchase Agreement, dated September 24, 2025 (the “Purchase Agreement”).

The Shares will be issued to the Selling Stockholder in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. For additional information about the private placements, see “Private Placements” on page 6 of this prospectus.

We will not receive any proceeds from the resale or other disposition of the Shares by the Selling Stockholder. The Selling Stockholder may offer all of a portion of the shares for resale from time to time through public or private transactions, at then prevailing market prices (and not fixed prices). The Selling Stockholder will bear all commissions and discounts, if any, attributable to the sale of our securities. We will bear all costs, expenses and fees in connection with the registration of the securities registered hereunder.

B. Riley is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect to shares of Series B Preferred Stock issuable to it in connection with the Purchase Agreement and convertible into the Shares being registered for resale hereunder. The Shares being offered hereby may be sold by the Selling Stockholder to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. See “Use of Proceeds” beginning on page 16 and “Plan of Distribution” beginning on page 17 of this prospectus for more information.

Our Common Stock is listed on The Nasdaq Capital Market, or “Nasdaq,” under the symbol “CISO.” On October 2, 2025, the last reported sale price of our Common Stock as reported on Nasdaq was $1.19 per share.

You should read this prospectus carefully, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information,” before you invest in any of our securities.

An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ______, 2025.

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