CISO Global, Inc.

Previous wording

Our operating results for the three months ended March 31, 2026 included the following:

Current wording

Our operating results for the six months ended June 30, 2026 included the following:

Previous wording

Security managed services revenue decreased by $904,885, or 14%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the loss of several higher-revenue customers, partially offset by newly acquired customers. While we have added new customers, we cannot assure that new engagements will fully offset lost revenue in the near term or that new customer contracts will be comparable in size, duration, or profitability. We are focused on improving retention and expanding our pipeline, but continued customer attrition or delays in onboarding new customers could materially impact revenue and liquidity.

Current wording

Security managed services revenue decreased by $914,120, or 15%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to the loss of several higher-revenue customers, partially offset by new customer engagements. While we have added new customers, we cannot assure that new engagements will fully offset lost revenue in the near term or that new customer contracts will be comparable in size, duration, or profitability. We are focused on improving retention and expanding our pipeline, but continued customer attrition or delays in onboarding new customers could materially impact revenue and liquidity.

Previous wording

Professional services revenue decreased by $84,852, or 15%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to fewer customer projects.

Current wording

Professional services revenue decreased by $58,279, or 11%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to fewer customer projects.

Previous wording

Cybersecurity software revenue increased by $47,740, or 32%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the launch of our suite of internally developed cybersecurity software products.

Current wording

Cybersecurity software revenue increased by $50,300, or 35%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to an increase in licenses for our cybersecurity software.

Previous wording

Professional services cost of revenue decreased by $10,822, or 22%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to decreased use of outside consultants.

Current wording

Professional services cost of revenue decreased by $8,001, or 11%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, due to decreased use of consultants.

Previous wording

Cost of payroll decreased by $166,747, or 6%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to headcount reductions.

Current wording

Cost of payroll decreased by $213,349, or 8%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to headcount reductions.

Previous wording

Professional fees increased by $175,487, or 34%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to an increase in accounting and consultant fees, including Customer Advisory Board costs, partially offset by lower audit and legal fees.

Current wording

Professional fees increased by $161,088, or 97%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, due to an increase in accounting fees.

Previous wording

Advertising and marketing expenses increased by $8,832 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to increased marketing spend.

Current wording

Advertising and marketing expenses decreased by $523,360 for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, due to transitioning marketing functions from external service providers to internal resources in 2026.

Previous wording

Selling, general, and administrative expenses decreased by $308,583, or 12%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower bad debt expense, insurance, and company-used software.

Current wording

Selling, general, and administrative expenses decreased by $274,884, or 10%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to lower payroll costs, amortization expense, and credit card fees.

Previous wording

Change in fair value of derivative liability decreased by $5,387,691 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 due to the conversion of certain convertible notes into shares of our Common Stock in 2025.

Current wording

Change in fair value of derivative liability decreased by $79,919 for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 due to the conversion of certain convertible notes into shares of our Common Stock during the year ended December 31, 2025.

Previous wording

The loss on extinguishment of convertible notes payable decreased by $839,151 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 due to the conversion of all remaining convertible notes payable into Common Stock or Series A Preferred Stock during 2025.

Current wording

The loss on extinguishment of convertible notes decreased by $24,518 for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 due to the conversion of all remaining convertible notes payable into Common Stock or Series A Preferred Stock during the year ended December 31, 2025.

Previous wording

Interest expense decreased by $8,085,820 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the accretion of convertible notes payable and the amortization of debt issuance costs associated with the issuance of certain convertible notes payable during December 2024 and January 2025, which were largely eliminated following the conversion of the remaining convertible notes during 2025.

Current wording

Interest expense decreased by $608,368 for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to the accretion of convertible notes payable and the amortization of debt issuance costs associated with the issuance of certain convertible notes payable during December 2024 and January 2025, which were largely eliminated following the conversion of the remaining convertible notes payable during the year ended December 31, 2025.

Previous wording

Other expense increased by $12,277 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to unrealized foreign exchange losses.

Current wording

Other income increased by $1,948 for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to unrealized foreign exchange gains.

Previous wording

Security managed services cost of revenue decreased by $363,893, or 18%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower costs associated with service vendors supporting our existing client base.

Current wording

Security managed services cost of revenue decreased by $415,877, or 11%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to lower costs associated with service vendors supporting our existing client base.

Previous wording

Cybersecurity software cost of revenue increased by $23,113, or 70%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the launch of our suite of internally developed cybersecurity software products.

Current wording

Cybersecurity software cost of revenue increased by $20,927, or 23%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to the launch of our suite of internally developed cybersecurity software products.

Previous wording

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the three months ended March 31, 2026, we incurred a net loss of $1,588,906, reported cash used in operations of $879,816 and expect to incur further losses through the end of 2026. Further, we have a working capital deficit of $5,523,902 as of March 31, 2026. As a result, substantial doubt about our ability to continue as a going concern exists. Our ability to fund ongoing operations is highly dependent upon raising additional capital through the issuance of equity securities and issuing debt or other financing vehicles. We are evaluating strategies to obtain the required additional funding for future operations. These strategies may include obtaining equity financing, issuing debt or entering into other financing arrangements, and restructuring operations to grow revenues and decrease expenses.

Current wording

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the six months ended June 30, 2026, we incurred a net loss of $3,201,611 reported cash used in operations of $948,415 and expect to incur further losses through the end of 2026. Further, we have a working capital deficit of $8,518,124 as of June 30, 2026. As a result, substantial doubt about our ability to continue as a going concern exists. Our ability to fund ongoing operations is highly dependent upon raising additional capital through the issuance of equity securities and issuing debt or other financing vehicles. We are evaluating strategies to obtain the required additional funding for future operations. These strategies may include obtaining equity financing, issuing debt or entering into other financing arrangements, and restructuring operations to grow revenues and decrease expenses.

Previous wording

On September 24, 2025, we entered into a Preferred Equity Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital I (“B. Riley”)pursuant to which we may sell up to $15.0 million of shares of our Series B Convertible Preferred Stock (the “Series B Preferred Stock”). As of March 31, 2026, B. Riley purchased $2.3 million (2,396 shares) of the Series B Preferred Stock, of which 618 shares have been converted into shares of our Common Stock. Additional issuances under the Purchase Agreement are subject to customary conditions, including market-price/VWAP thresholds and a 9.99% beneficial ownership limitation, and therefore may not be available when needed.

Current wording

On September 24, 2025, we entered into a Preferred Equity Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital I (“B. Riley”) pursuant to which we may sell up to $15.0 million of shares of our Series B Convertible Preferred Stock (the “Series B Preferred Stock”). As of March 31, 2026, B. Riley had purchased $2.3 million (2,396 shares) of the Series B Preferred Stock and had converted 618 of such shares into shares of our Common Stock.

Previous wording

On April 1, 2026, B. Riley delivered a conversion notice for the remaining 1,778 shares of Series B Preferred Stock. Because the notice was delivered at a time when the volume-weighted average price of our Common Stock was below the minimum conversion price of $0.40 per share for ten consecutive trading days, we are obligated to redeem the remaining Series B Preferred Stock and make monthly payments beginning May 1, 2026 equal to one-twelfth of 105% of the $1,778,000 stated value (aggregate $1,866,900, or $155,575 per month) over eleven months. These required cash payments increase our near-term liquidity needs, and we intend to satisfy them through a combination of operating cash flows and additional financing; however, there can be no assurance that sufficient funds will be available on acceptable terms, if at all.

Current wording

On April 1, 2026, B. Riley delivered a conversion notice for the remaining 1,778 shares of Series B Preferred Stock. Because the notice was delivered at a time when the volume-weighted average price of our Common Stock was below the minimum conversion price of $0.40 per share for ten consecutive trading days, we became obligated to redeem the remaining Series B Preferred Stock and make monthly payments beginning May 1, 2026 equaling 105% of the $1,778,000 stated value, or $1,866,900. As of June 30, 2026, we had made one redemption payment of $155,575 with respect to the Series B Preferred Stock. These required cash payments increase our near-term liquidity needs, and we intend to satisfy them through a combination of operating cash flows and additional financing; however, there can be no assurance that sufficient funds will be available on acceptable terms, if at all.

Previous wording

On December 30, 2025, we received a letter from the listing qualifications staff of Nasdaq providing notification that the bid price of our Common Stock had closed below $1.00 per share for the previous 33 consecutive business days and our Common Stock no longer meets the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 calendar days or until June 29, 2026, to regain compliance. To regain compliance, the closing bid price of our Common Stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before June 29, 2026.

Current wording

On December 30, 2025, we received a letter from the listing qualifications staff of Nasdaq notifying us that the bid price of our Common Stock had closed below $1.00 per share for the previous 33 consecutive business days and our Common Stock did not meet the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial 180 calendar day compliance period, or until June 29, 2026, to regain compliance. To regain compliance during that initial compliance period, the closing bid price of our Common Stock was required to be at least $1.00 per share for a minimum of 10 consecutive business days.

Previous wording

If we do not regain compliance with Rule 5550(a)(2) by June 29, 2026, we may be eligible for an additional 180 calendar day compliance period. To qualify, we would need to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq would notify us that our securities would be subject to delisting. In the event of such notification, we may appeal the staff’s determination to delist our securities, but there can be no assurance the Staff would grant our request for continued listing.

Current wording

On June 30, 2026, the staff notified us that we were eligible for an additional 180 calendar day period, or until December 28, 2026, to regain compliance. The staff’s determination was based on our meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement, and our written notice of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

Previous wording

The Nasdaq notification has no immediate effect on the listing of our Common Stock on the Nasdaq Capital Market. We intend to actively monitor the bid price of our Common Stock and our minimum market value of listed securities and will consider options available to us to achieve compliance with the Nasdaq listing rules. There can be no assurance that we will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with the other listing standards for the Nasdaq Capital Market.

Current wording

The Nasdaq notice has no immediate impact on the listing of our Common Stock, which will continue to be listed and traded on The Nasdaq Capital Market, subject to our compliance with the other listing requirements of The Nasdaq Capital Market. Although we will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that we will be able to regain compliance with that rule prior to the December 28, 2026 deadline.

Previous wording

As of March 31, 2026, the carrying value of our outstanding debt obligations was $2,093,063, substantially all of which is scheduled to mature during the remainder of 2026 and during 2027.

Current wording

As of June 30, 2026, the carrying value of our outstanding debt obligations was $4,132,061, substantially all of which is scheduled to mature during the remainder of 2026 and the first six months of 2027.

Previous wording

As of March 31, 2026, the carrying value of our outstanding operating lease obligations was $399,707.

Current wording

As of June 30, 2026, the carrying value of our outstanding operating lease obligations was $354,655.

Previous wording

Our principal sources of liquidity are our cash on hand, cash provided by operations, the Purchase Agreement discussed above, and our shelf registration statement on Form S-3 discussed above. Our current cash on hand is not sufficient to satisfy our operating cash needs for the 12 months from the filing of this Quarterly Report on Form 10-Q. We expect to incur further losses through the end of 2026, and there can be no assurance that we will be able to obtain additional liquidity from the Purchase Agreement or our shelf registration statement on Form S-3 when needed or under acceptable terms, if at all.

Current wording

Our principal sources of liquidity are our cash on hand, cash provided by operations, the Purchase Agreement discussed above, and our shelf registration statement on Form S-3 discussed above. Our current cash on hand is not sufficient to satisfy our operating cash needs for the 12 months from the filing of this Quarterly Report on Form 10-Q. We expect to incur further losses through the end of 2026, and there can be no assurance that we will be able to obtain additional liquidity from the Purchase Agreement or our shelf registration statement on Form S-3 or elsewhere when needed or under acceptable terms, if at all.

Previous wording

Our cash flows for the three months ended March 31, 2026 in comparison to our cash flows for the three months ended March 31, 2025, can be summarized as follows:

Current wording

Our cash flows for the six months ended June 30, 2026 in comparison to our cash flows for the six months ended June 30, 2025, are summarized as follows:

Previous wording

Net cash used in operating activities was $879,816 for the three months ended March 31, 2026 and was primarily due to cash used to fund a net loss of $1,588,906, adjusted for non-cash expenses in the aggregate of $572,414, and additional cash inflow by changes in the levels of operating assets and liabilities, primarily due to an increase in accounts payable and accounts receivable and a decrease in prepaid expenses and other current assets and deferred revenue. Net cash used in operating activities was $2,953,508 for the three months ended March 31, 2025 and was primarily due to cash used to fund a net loss of $5,379,604, adjusted for non-cash expenses in the aggregate of $4,622,938 and additional cash outflow by changes in the levels of operating assets and liabilities, primarily as a result of a decrease in accounts payable, and an increase in prepaid expenses and other current assets.

Current wording

Net cash used in operating activities was $948,415 for the six months ended June 30, 2026 and was primarily due to cash used to fund a net loss of $3,201,611 (which includes non-cash expenses in the aggregate of $1,120,801), partially offset by an increase in accounts payable of $1,120,061. Net cash used in operating activities was $5,303,332 for the six months ended June 30, 2025 and was primarily due to cash used to fund a net loss of $8,389,525 (which includes non-cash expenses in the aggregate of $6,520,869), a decrease in accounts payable and accrued expenses and a decrease in deferred revenue.

Previous wording

Net cash used in investing activities of $8,911 for the three months ended March 31, 2026, was due to purchases of property and equipment. There were no investing activities for the three months ended March 31, 2025.

Current wording

Net cash used in investing activities of $8,911 for the six months ended June 30, 2026 was due to purchases of property and equipment.

Previous wording

Net cash used in financing activities for the three months ended March 31, 2026 was $167,192, which was primarily due to cash received from borrowings on our line of credit of $6,019,500, offset by $6,182,179 in repayments of our lines of credit. Net cash provided by financing activities for the three months ended March 31, 2025 was $3,747,779, which was primarily due to $1,719,556 from the sale of our Common Stock, cash received from borrowings on our convertible loans payable and line of credit, net of debt issuance costs, of $4,591,358, offset by $2,563,135 in repayments of our loans payable and line of credit.

Current wording

Net cash used in financing activities for the six months ended June 30, 2026 was $16,897, which was primarily due to cash received from borrowings on our loans payable and line of credit (net of debt issuance costs) of $12,225,050, offset by $12,220,144 in repayments of our loans payable and line of credit. Net cash provided by financing activities for the six months ended June 30, 2025 was $5,071,497, which was primarily due to $2,684,754 from the sale of our Common Stock, $655,000 from the exercise of warrants, cash received from borrowings on our convertible loans payable and line of credit (net of debt issuance costs) of $9,861,983, offset by $8,132,411 in repayments of our loans payable and line of credit.

Previous wording

The price of our Common Stock has continued to decrease subsequent to March 31, 2026. As a result, there is increased risk that goodwill impairment charges could be recorded in the future. Any future impairment charges could adversely impact our financial condition and results of operations.

Current wording

The price of our Common Stock has continued to decrease subsequent to June 30, 2026. As of June 30, 2026, a 1% decrease in our stock price and resulting market capitalization would have resulted in the fair value of our reporting unit to be less than its carrying value. As a result, there is increased risk that goodwill impairment charges could be recorded in the future. Any future impairment charges could adversely impact our financial condition and results of operations.