CISO Global, Inc. Files Amended Annual Report on Form 10-K/A

Key Points for Investors and Shareholders

• Amendment Filed to Correct Material Errors in Original 10-K
• Updated Exhibit List Includes Recent and Material Agreements
• Insider Trading Policy Newly Filed as Exhibit—Material for Compliance
• Section 16(a) Delinquencies Disclosed—Potential Governance Concerns
• Certifications by Executives on Controls and Financial Integrity

Detailed Article

CISO Global, Inc. (the “Company”) has filed an Amendment No. 1 (Form 10-K/A) to its Annual Report for the year ended December 31, 2025. This amendment corrects several material errors and updates disclosures that are critical for shareholders and the investment community.

1. Purpose of the Amendment: Corrections and Clarifications

The company identified and corrected two significant errors in its original Form 10-K:

• Updated Consent of Independent Auditor: The consent of the independent registered public accounting firm, Semple, Marchal & Cooper, LLP, has been replaced in its entirety. This is important for the validity of the audit opinion and the Company’s compliance with SEC requirements.
• Director Table and Independence: The director table has been corrected to accurately reflect committee memberships and director independence determinations. Errors in such disclosures can have implications for governance ratings and shareholder trust.

2. Section 16(a) Delinquent Filings

The company disclosed several late filings under Section 16(a) of the Exchange Act. The following officers and directors did not meet timely reporting requirements on changes in beneficial ownership:

• Mohsen Khorassani (Form 3 filed late)
• Andrew K. McCain (Form 3 and Form 4 filed late)
• David Grant Jemmet (Form 4 filed late)
• Debra Lou Smith (Form 4/A filed late)

Why this matters: Such delinquencies can indicate potential weaknesses in internal compliance or governance oversight, which may be of concern to institutional investors and could impact market confidence.

3. Insider Trading Policy Disclosure and Filing

CISO Global, Inc. has formally adopted and publicly filed its Insider Trading Policy as Exhibit 19.1 to the 10-K/A. The policy governs the purchase, sale, and disposition of securities by directors, officers, and employees, and is designed to ensure compliance with insider trading laws and exchange listing standards. For investors, the public availability of this policy is a positive step toward transparency and governance best practices.

4. Current Reporting Status and Filing Compliance

• The company confirms that it is not a well-known seasoned issuer, nor a voluntary filer.
• CISO Global, Inc. has filed all required reports over the past 12 months and has been subject to reporting requirements for at least 90 days.
• All Interactive Data Files required under Regulation S-T have been submitted timely.
• The company is designated as a smaller reporting company and an emerging growth company.

5. Internal Controls and Certifications

Management (including CEO and CFO) has certified:

• The effectiveness of disclosure controls and internal controls over financial reporting.
• There have been no material changes in internal control over the last fiscal quarter that would adversely affect financial reporting.
• All significant deficiencies and material weaknesses have been disclosed to auditors and the audit committee.
• There has been no fraud, material or otherwise, involving management or employees with a significant role in internal control over financial reporting.

Why this matters: These certifications are a legal requirement and provide assurance to investors regarding the integrity of the company’s financial reporting.

6. Exhibit List: Recent and Material Agreements

The updated exhibit list includes several material contracts and recent agreements that may be relevant for investors:

• Stock Purchase Agreements and Merger Agreements with Technologyville, Inc., True Digital Security Inc., and Itada Equities, Inc., among others. These agreements demonstrate ongoing M&A activity and potential expansion.
• Preferred Equity Purchase Agreement with B. Riley Principal Capital I (dated September 24, 2025). This could affect capital structure, dilution, and future financing flexibility.
• Warrants and Registration Rights Agreements issued to investors such as Target Capital 14, LLC and Secure Net Capital, LLC (dated December 2024). Such instruments may impact future share issuance and dilution.
• Certificate of Designations for Series A and Series B Preferred Stock, reflecting recent changes in capital structure.
• Subsidiaries List and Insider Trading Policy are now filed as part of the amended annual report for greater transparency.

7. Financial Statement Integrity

• There were no corrections of errors or restatements that required a recovery analysis of incentive-based compensation for executives.
• As of March 20, 2026, there are 45,313,337 shares of common stock outstanding.

8. Executive Certifications (Sarbanes-Oxley Sections 302 and 906)

Both the CEO and CFO have executed certifications attesting to the accuracy of the financial statements, the effectiveness of disclosure and internal controls, and compliance with all SEC requirements. These certifications support the reliability of the company’s public disclosures.

Potential Price-Sensitive Implications

• Governance and Compliance: The correction of director independence and committee memberships may affect investor sentiment regarding board oversight and governance quality.
• Section 16(a) Delinquencies: Late insider filings may raise concerns among institutional holders, proxy advisory firms, and governance-focused investors.
• Material Contracts and Capital Structure Changes: Disclosure of new stock purchase, equity, and warrant agreements could affect perceptions of future dilution, financial flexibility, and M&A strategy.
• Timely Filing and Controls: Affirmations of control effectiveness and timely reporting provide a measure of assurance to shareholders, potentially mitigating risk perceptions.

Conclusion

Shareholders and investors should review the amended 10-K/A carefully. The correction of prior errors, new governance disclosures, adoption and public filing of the insider trading policy, and the update of material contracts and capital structure instruments may impact investor perception of governance, compliance, and the company’s strategic direction. While no restatements or compensation clawbacks were required, the late Section 16(a) filings and ongoing capital transactions are noteworthy and may influence trading activity and share price volatility.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult the original filings and seek professional advice before making investment decisions regarding CISO Global, Inc.

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