false 0001777319 0001777319 2025-06-01 2025-06-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 1, 2025 CISO GLOBAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41227 83-4210278 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 6900 E. Camelback Road , Suite 900 Scottsdale , Arizona 85251 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (480) 389-3444 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.00001 per share CISO The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. ☐ Item 8.01 Other Items. As disclosed on our Form 8-K filed on May 2, 2025, we received a deficiency letter from the listing qualifications staff (the “Staff”) of Nasdaq notifying us that, for the last 31 consecutive business days prior to April 30, 2025, the closing bid price of our common stock was below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were given until October 27, 2025, to regain compliance with Rule 5550(a)(2). On June 1, 2025, we received written notification from Nasdaq notifying us that we had regained compliance with Nasdaq Listing Rule 5550(a)(2) as a result of the closing bid price of our common stock being at $1.00 per share or greater for the last 14 consecutive business days, from May 12, 2025 to May 30, 2025. Accordingly, we are now in compliance with Nasdaq Listing Rule 5550(a)(2), and Nasdaq considers the matter closed. Additionally, as disclosed on our Form 8-K filed on April 11, 2025, we received a deficiency letter from the Staff of Nasdaq notifying us that, as a company listed on the Nasdaq Capital Market, we are required to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing per Listing Rule 5550(b)(1). Our Annual Report on Form 10-K for the year ended December 31, 2024 reported stockholders’ equity of $1,149,064. Therefore, as of April 7, 2025, we did not meet the alternatives of market value of listed securities or net income from continuing operations, and we no longer complied with Listing Rule 5550(b)(1). On June 2, 2025, we received written notification from Nasdaq notifying us that we had regained compliance with Nasdaq Listing Rule 5550(b)(1) based on our Form 10-Q filed on May 15, 2025, evidencing stockholders’ equity of $6,979,365. Accordingly, we are now in compliance with Nasdaq Listing Rule 5550(b)(1), and Nasdaq considers the matter closed. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibits 99.1 Press Release of the Company dated June 3, 2025 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. Date: June 3, 2025 CISO Global, Inc. By: /s/ Debra L. Smith Name: Debra L. Smith Title: Chief Financial Officer