CISO Global Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On July 1, 2024, CISO Global, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) by and among the Company, Southford Equities, Inc., a British Virgin Islands based company (“Southford”) with individuals David Esteban Alfaro Medina, Roberto Andrés Arriagada Poblete and Camilo Orlando Garrido Briones being the owners of Southford. Pursuant to the Agreement, the Company shall sell to Southford all of the issued and outstanding equity securities of Ocean Point Equities, Inc., a British Virgin Islands based company (the “Arkavia Shares”). The aggregate purchase price paid by Southford for the Arkavia Shares was 194,267 shares of the Company’s Common Stock.
Arkavia is a cybersecurity services company headquartered in Santiago, Chile.
The foregoing description does not purport to describe all of the terms and provisions of the Stock Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 1, 2024, CISO Global, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) by and among the Company, CT Group, LP, legally represented by Mr. Alejandro Torchio; Datadeck, LP, legally represented by Mr. Diego Cabai; Woodface, LP, legally represented by Rodrigo Astorga; VMT Technologies, LP, legally represented by José Williams Torres Valenzuela; and Quijote Ventures, LP, legally represented by Lucio Quijano (the “CUATROi Group”). Pursuant to the Agreement, the Company shall sell to the CUATROi Group all of the issued and outstanding equity securities of four entities formerly known as CUATROi (the “CUATROi Shares”). The aggregate purchase price paid by the CUATROi Group for the CUATROi Shares was 135,795 shares of the Company’s Common Stock.
The CUATROi companies provide cybersecurity services in Chile, Peru and Columbia.
The foregoing description does not purport to describe all of the terms and provisions of the Stock Purchase Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 1, 2024, CISO Global, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) by and among the Itada Equities, Inc., a Canadian limited partnership (“Itada”), with individuals Lilian Andre Espinosa Villarroel and Lorenzo Espinoza Labra being the members of Itada. Pursuant to the Agreement, the Company shall sell to Itada all of the issued and outstanding equity securities of three entities formerly known as NLT Secure and White and Blue Solutions, LLC, a limited liability company formed in Florida (the “NLT Shares”). The aggregate purchase price paid by Itada for the NLT Shares was 172,075 shares of the Company’s Common Stock.
The NLT Secure companies provide cybersecurity services in the U.S. and Chile.
The foregoing description does not purport to describe all of the terms and provisions of the Stock Purchase Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information required by this Item 2.01 is included under Item 1.01 of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |||
Exhibit Number |
Exhibits | |||
| 10.1 | Stock Purchase Agreement by and among Southford Equities, Inc., David Esteban Alfaro Medina, Roberto Andrés Arriagada Poblete, Camilo Orlando Garrido Briones, and CISO Global Inc., dated July 1, 2024 | |||
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10.2 |
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10.3 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CISO GLOBAL, INC. | ||
| Date: July 5, 2024 | By: | /s/ Debra L. Smith |
| Debra L. Smith | ||
| Chief Financial Officer | ||