CISO Global, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

CISO Global, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on December 10, 2025

The Annual Meeting of Stockholders of CISO Global, Inc., a Delaware corporation, will be held at 1:00 p.m., local time, on Wednesday, December 10, 2025, at 6900 E. Camelback Road, Suite 900, Scottsdale, Arizona, 85251 (the “Annual Meeting”).

The Annual Meeting will be held for the following purposes:

1. To elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified (the “Election of Directors”);

2. To ratify the appointment of Semple, Marchal & Cooper, LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”);

3. To approve an amendment to our 2023 Equity Incentive Plan (the “2023 Plan”) to increase the number of shares of our common stock, par value $0.00001 per share, available for issuance under the 2023 Plan by ten million (10,000,000) shares (the “2023 Plan Amendment”);

4. To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock issuable upon the conversion of shares of our Series B Preferred Convertible Stock, par value $0.00001 per share (“Series B Preferred Stock”), issuable to B. Riley Principal Capital, LLC (“B. Riley”) pursuant to that certain Preferred Equity Purchase Agreement, dated September 24, 2025 (the “Purchase Agreement”) (the “Issuance Proposal”);

5. To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), in substantially the form attached to the proxy statement as Annex A, at the discretion of our Board of Directors, to increase the authorized number of shares of our common stock from three hundred million (300,000,000) shares to one billion three hundred million (1,300,000,000) shares (the “Authorized Stock Increase Proposal”);

6. To approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes to establish a quorum or in favor of the 2023 Plan Amendment, Issuance Proposal, and Authorized Stock Increase Proposal (the “Adjournment Proposal”); and

7. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this notice.

Only stockholders of record at the close of business on November 7, 2025 are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend the meeting and vote in person. To assure your representation at the meeting, however, you are urged to vote by proxy as soon as possible over the Internet, by e-mail, by facsimile, or by mail by following the instructions on the proxy card. You may vote in person at the meeting even if you have previously given your proxy.

Sincerely,

/s/ Debra L. Smith

Debra L. Smith

Secretary

Scottsdale, Arizona

November 10, 2025

TABLE OF CONTENTS

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6900 E. Camelback Road, Suite 900

Scottsdale, Arizona 85251

PROXY STATEMENT