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What changed in CISO Global, Inc.'s 10-K2022 vs 2023

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Paragraph-level year-over-year comparison of CISO Global, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+221 added193 removedSource: 10-K (2024-04-16) vs 10-K (2023-03-31)

Top changes in CISO Global, Inc.'s 2023 10-K

221 paragraphs added · 193 removed · 121 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe McKinsey Global Institute has estimated that approximately 127 new IoT devices connect to the Internet every second. A report published by Cybersecurity Ventures stated that damages from global cybercrime is predicted to hit $10.5 trillion annually by 2025.
Biggest changeA report published by Cybersecurity Ventures stated that damages from global cybercrime is predicted to hit $10.5 trillion annually by 2025. Cybersecurity Ventures estimated that consumers and organizations will fall victim to a ransomware attack every two seconds at an approximate cost of $265 billion annually in 2031. This is up from $20 billion and every 11 seconds in 2021.
This leads to the best possible outcome, which enables our customers to commit to us for the long term. We believe that our business model is differentiated from other companies in the industry in that our employees are not consultants; they are dedicated partners available on a recurring monthly contract.
This leads to the best possible outcome, which enables our customers to commit to us for the long term. -4- We believe that our business model is differentiated from other companies in the industry in that our employees are not consultants; they are dedicated partners available on a recurring monthly contract.
Furthermore, the regulations do not specify what cybersecurity measures must be implemented and require only a “reasonable” level of security. -10- In addition, the National Cybersecurity Division is another regulatory body that is a division of the Office of Cybersecurity & Communications within the U.S. Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency.
Furthermore, the regulations do not specify what cybersecurity measures must be implemented and require only a “reasonable” level of security. In addition, the National Cybersecurity Division is another regulatory body that is a division of the Office of Cybersecurity & Communications within the U.S. Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency.
The Cybersecurity Challenge As the world has become increasingly connected through the Internet and the Internet of Things (“IoT”), cyberattacks have prevailed and evolved, in different forms, causing uncontainable threats to the integrity and privacy of enterprise and personal data and resulted in significant economic losses globally.
The Cybersecurity Challenge As the world has become increasingly connected through the Internet, cyberattacks have prevailed and evolved, in different forms, causing uncontainable threats to the integrity and privacy of enterprise and personal data and resulted in significant economic losses globally.
The following table sets for certain information regarding such acquisitions: Acquired Company, Location Type of Acquisition Date Services Provided by Acquired Company GenResults, LLC (“GenResults”) Arizona (1) Stock April 12, 2019 Cybersecurity services.
The following table sets forth certain information regarding such acquisitions: Acquired Company, Location Type of Acquisition Date Services Provided by Acquired Company GenResults, LLC (“GenResults”) Arizona (1) Stock April 12, 2019 Cybersecurity services.
In addition, we utilize independent contractors for projects of short duration or where specialized knowledge or experience is needed for a complex project. We are not dependent on any independent contractor, and we believe adequate replacements would be available in the event any such independent contractor becomes unavailable to us.
In addition, we utilize independent contractors for projects of short duration or where specialized knowledge or experience is needed for a complex project. We are not dependent on any independent contractor, and we believe adequate replacements would be available in the event any such independent contractor becomes unavailable to us. We believe our relations with our employees is good.
Pursuant to the terms of the VCAB Merger, and in accordance with the bankruptcy plan, we issued an aggregate of 2,000,000 shares of our common stock (the “Plan Shares”) to the Claim Holders as full settlement and satisfaction of their respective claims.
Pursuant to the terms of the VCAB Merger, and in accordance with the bankruptcy plan, we issued an aggregate of 133,334 shares of our common stock (the “Plan Shares”) to the Claim Holders as full settlement and satisfaction of their respective claims.
We believe our relations with our employees is good. -11- Available Information Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our proxy and information statements and all amendments to those reports will be available free of charge through our website at www.ciso.inc as soon as practicable after such material is electronically filed with, or furnished to, the SEC.
Available Information Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our proxy and information statements and all amendments to those reports will be available free of charge through our website at www.ciso.inc as soon as practicable after such material is electronically filed with, or furnished to, the SEC.
ITEM 1. BUSINESS Unless otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our,” and “our company” refer to Cerberus Cyber Sentinel Corporation, a Delaware corporation, and our wholly owned subsidiaries. Unless otherwise specified, all dollar amounts are expressed in United States dollars.
ITEM 1. BUSINESS Unless otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our,” and “our company” refer to CISO Global, Inc., a Delaware corporation, and our wholly owned subsidiaries. Unless otherwise specified, all dollar amounts are expressed in United States dollars.
For third-party vendor selection and oversight, we have standard operating procedures that apply to employees and subcontractors who, on our behalf, oversee and conduct technical protocols. Employees As of December 31, 2022, we had 449 employees, of which 443 were full-time.
For third-party vendor selection and oversight, we have standard operating procedures that apply to employees and subcontractors who, on our behalf, oversee and conduct technical protocols. -10- Employees As of December 31, 2023, we had 402 employees, of which 397 were full-time.
On October 2, 2019, we filed a registration statement on Form 10-12G with the Securities and Exchange Commission (“SEC”) to effect registration of our common stock, par value $0.00001 per share, under the Exchange Act. The registration statement became effective on December 1, 2019. -8- We have substantially expanded our business in recent years through a number of acquisitions.
On October 2, 2019, we filed a registration statement on Form 10-12G with the Securities and Exchange Commission (“SEC”) to effect registration of our common stock, par value $0.00001 per share, under the Exchange Act. The registration statement became effective on December 1, 2019.
Cybersecurity Ventures has also predicted that worldwide global cybersecurity spending will exceed $1.75 trillion cumulatively from the fiscal years 2021 to 2025. The New York Times reported that in 2021 there would be 3.5 million unfilled job openings in the cybersecurity field.
Cybersecurity Ventures has also estimated that worldwide global cybersecurity spending will exceed $1.75 trillion cumulatively from the fiscal years 2021 to 2025, with $459 billion expected to be spent on an annual basis in 2025. The New York Times reported that in 2021 there would be 3.5 million unfilled job openings in the cybersecurity field.
FISMA, which applies to every government agency, requires the development and implementation of mandatory policies, principles, standards, and guidelines on information security. However, the regulations do not address numerous computer related industries, such as Internet Service Providers and software companies.
The three regulations mandate that healthcare organizations, financial institutions, and federal agencies, respectively, should protect their systems and information. FISMA, which applies to every government agency, requires the development and implementation of mandatory policies, principles, standards, and guidelines on information security. However, the regulations do not address numerous computer related industries, such as Internet Service Providers and software companies.
In the long term, we expect to become a pure-play cybersecurity consolidator in the United States. Our Corporate and Acquisition History We were formed on March 5, 2019 as a Delaware corporation. Our principal offices are located at 6900 East Camelback Road, Suite 240, Scottsdale, Arizona 85251.
Our Corporate and Acquisition History We were formed on March 5, 2019 as a Delaware corporation. Our principal offices are located at 6900 East Camelback Road, Suite 900, Scottsdale, Arizona 85251.
(1) Prior to our acquisition of GenResults, GenResults was wholly owned by an entity affiliated with David G. Jemmett, our Chief Executive Officer and a director of our company. Due to the companies being under common control, we accounted for the acquisition as a reorganization.
Jemmett, our Chief Executive Officer and a director of our company. Due to the companies being under common control, we accounted for the acquisition as a reorganization.
Cybersecurity Ventures estimated that a business fell victim to a ransomware attack every 11 seconds in 2021, up from every 14 seconds in 2019. As a result, ransomware is one of the fastest growing types of cybercrime. Moreover, an Accenture survey reported that 68% of business leaders feel their cybersecurity risks are increasing.
As a result, ransomware is one of the fastest growing types of cybercrime. Moreover, an Accenture survey reported that 68% of business leaders feel their cybersecurity risks are increasing.
None of our customers individually accounted for more than 10.0% of our consolidated revenue for the year ended December 31, 2022, nor are we dependent upon a few major customers. One of our customers accounted for an aggregate of 20.4% of our consolidated revenue for the year ended December 31, 2021. Competition The cybersecurity market is highly fragmented.
None of our customers individually accounted for more than 10.0% of our consolidated revenue for the years ended December 31, 2023 and 2022, nor are we dependent upon a few major customers. Competition The cybersecurity market is highly fragmented. We primarily compete with established and emerging security product vendors.
Though we rely in part upon these legal and contractual protections, as well as various procedural safeguards, we believe the skill and ingenuity of our employees, and the functionality and frequent enhancements to our solutions are more important to maintaining our competitive position in the marketplace.
Though we rely in part upon these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees and the functionality and frequent enhancements to our solutions are larger contributors to our success in the marketplace.
Our goal is to create a culture of security and to help quantify, define, and capture a return on investment from information technology and cybersecurity spending.
Our goal is to create a culture of security and to help quantify, define, and capture a return on investment from information technology and cybersecurity spending. Offering this set of cybersecurity services allows us to capture more revenue with greater efficiency, facilitating greater profitability and stronger customer retention.
We will continue to identify and acquire cybersecurity talent to expand our scope of services and geographical footprint to fortify our capability to deliver excellence to our customers. Furthermore, our goal is to stay a step ahead of threat actors and regulatory obligations to keep our customers safe and compliant.
Furthermore, our goal is to stay a step ahead of threat actors and regulatory obligations to keep our customers safe and compliant.
As provided in the bankruptcy plan, the Plan Shares were issued pursuant to Section 1145 of the United States Bankruptcy Code. We entered into the VCAB Merger to increase our stockholder base to, among other things, assist us in satisfying the listing standards of a national securities exchange.
We entered into the VCAB Merger to increase our stockholder base to, among other things, assist us in satisfying the listing standards of a national securities exchange. -8- Customers Our recent acquisitions have resulted in expansion of our customer base and increased usage within existing customers.
Three of the main cybersecurity regulations are HIPAA, the 1999 Gramm-Leach-Bliley Act, and the 2002 Homeland Security Act, which included the Federal Information Security Management Act (“FISMA”). The three regulations mandate that healthcare organizations, financial institutions, and federal agencies, respectively, should protect their systems and information.
While there are a few federal cybersecurity regulations, they govern industries that we serve and exist to focus on specific industries. Three of the main cybersecurity regulations are HIPAA, the 1999 Gramm-Leach-Bliley Act, and the 2002 Homeland Security Act, which included the Federal Information Security Management Act (“FISMA”).
For our customers, the benefit is equally valuable as they are able to choose the best tools and technology for their business needs without affecting their relationship with us. -4- We believe that building a world-class technology team with industry-specific and subject-matter expertise is the key to providing cutting-edge solutions to our clients.
This approach enables us to work with any business, no matter what systems or tools they use. For our customers, the benefit is equally valuable as they are able to choose the best tools and technology for their business needs without affecting their relationship with us.
We believe that we are well positioned in a fast-growing industry to provide businesses with a wide scope of cybersecurity services and with significant opportunities for growth. Service Offering We currently offer two major types of services to clients including security managed services and professional services. Security Managed Services Our security managed services include cybersecurity and compliance solutions.
We believe that we are well positioned in a fast-growing industry to provide businesses with a wide scope of cybersecurity services and with significant opportunities for growth. We support clients from 17 historical acquisitions with expanded service offerings. With 1,100 clients, this represents a tremendous opportunity for cross-selling and upselling.
NLT Networks, S.P.A., NLT Technologias, Limitada, NLT Servicios Profesionales, S.P.A., and White and Blue Solutions, LLC Providencia, Chile Florida Stock September 1, 2022 Security solutions and managed services. RAN Security Buenos Aires, Argentina Chile, Peru, Bolivia, and Paraguay Stock Expected 2023 (3) Secured managed services.
NLT Networks, S.P.A., NLT Technologias, Limitada, NLT Servicios Profesionales, S.P.A., and White and Blue Solutions, LLC Providencia, Chile Florida Stock September 1, 2022 Security solutions and managed services. SB Cyber Technologies, LLC Virginia Stock July 14, 2023 Managed services and compliance. (1) Prior to our acquisition of GenResults, GenResults was wholly owned by an entity affiliated with David G.
Government Regulation We are not aware of any specific regulations that govern cybersecurity firms or the areas in which we operate. While there are a few federal cybersecurity regulations, they govern industries that we serve and exist to focus on specific industries.
We cannot assure you that we do not currently infringe, or that we will not in the future infringe, upon any third-party patents or other proprietary rights. -9- Government Regulation We are not aware of any specific regulations that govern cybersecurity firms or the areas in which we operate.
Two years later, despite widespread university and government investments into education programs and recruitment efforts, the rates are roughly the same. Continued efforts to bridge the workforce and skills gaps simply can’t keep up with the ongoing increase in demand.
Three years later, despite widespread university and government investments into education programs and recruitment efforts, the rates are roughly the same, based upon a report from Cybersecurity Ventures, and that disparity between supply and demand will remain through at least 2025.
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Our brand rallies around the battle cry: “Cyber security is a Culture, not a Product.” Offering this set of cybersecurity services allows us to capture more revenue with greater efficiency, facilitating greater profitability and stronger customer retention.
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We believe that building a world-class technology team with industry-specific and subject-matter expertise is the key to providing cutting-edge solutions to our clients. We will continue to identify and acquire cybersecurity talent to expand our scope of services and geographical footprint to fortify our capability to deliver excellence to our customers.
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This approach enables us to work with any business, no matter what systems or tools they use.
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Additionally, we have built and continue to expand an extensive channel and partnership ecosystem, providing training, support, and partner marketing content to establish reliable streams of new revenue with new clients. In addition, our strategy around IP allows us to further penetrate our existing customers, new markets, and opens up additional partnership opportunities.
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Through our consultative approach, we evaluate the cybersecurity posture and ecosystem of our clients to expose risks, optimize resources and implement best-fit solutions that are tailored to the business and address their unique challenges.
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Cybersecurity Service Offerings We offer a comprehensive range of cybersecurity services to protect our clients’ digital assets and ensure compliance with industry standards and regulations.
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We offer multiple services in the security managed services portfolio, including the following: ● Compliance: Our compliance practice ensures the customers are implementing the right controls, properly prioritizing risks, and investing in the appropriate remediation in order to comply and adhere to applicable industry standards and guidelines, and manage continuous monitoring over time.
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Our services fall into two main categories: Security Managed Services and Professional Services. -5- Security Managed Services Our Security Managed Services include the following offerings: ● Compliance Services: We help clients implement appropriate controls, prioritize risks, and ensure adherence to industry standards and regulations, such as Cybersecurity Maturity Model Certification (“CMMC”), Federal Risk and Authorization Management Program (“FedRAMP”), Federal Information Security Modernization Act (“FISMA”), Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Health Information Trust Alliance (“HITRUST”), Import Export Code (“IEC”), Internal Organization for Standardization (“ISO”), National Institute of Standards and Technology (“NIST”), and more.
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We provide the combination of integrated processes and systems, experienced staff, and innovative technology to help our customers meet those goals. Our seasoned experts possess the stringent industry certifications and accreditations that indicate their depth of knowledge in security compliance regulations, frameworks, and controls.
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Our experienced experts possess relevant certifications and provide continuous monitoring and support. ● Cyber Defense Operations: Our U.S.-based SOC provides 24/7 threat monitoring, alerting, validation, and proactive threat hunting.
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As an authorized Federal Risk and Authorization Management Program (“FedRAMP”) vendor, we bring an insider’s perspective to the process in the following standards: -5- ○ FedRAMP: provides standardization to cloud security for Cloud Service Providers. ○ FISMA 2014: codifies the Department of Homeland Security’s role in administering the implementation of information security policies for federal Executive Branch civilian agencies, overseeing agencies’ compliance with those policies, and assisting the U.S.
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We offer Managed Detection and Response (“MDR”), Extended Detection and Response (“XDR”), Security Information and Event Management (“SIEM”), and Patch and Vulnerability Management services, ensuring a unified solution for cyber resiliency. ● Secured Managed Services: We offer fully managed Security Managed Services (“SMS”), combining secure network architecture, our portfolio of internally developed cybersecurity software, SOC services, compliance support, remediation teams, and advanced firewall management.
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Office of Management and Budget in developing those policies. ○ ISO 17021 and ISO 27001: international standard providing certification bodies with a set of requirements that will enable them to ensure that their management system certification process is carried out in a competent, consistent, and impartial manner. ○ Health Insurance Portability and Accountability Act (“HIPAA”) and Technology for Economic and Clinical Health Act of 2009: laws regulated by the Department of Health and Human Services to secure the privacy and confidentiality of protected health information. ○ PCI: a standard administered by the Payment Card Industry Security Standards Council. ○ Cybersecurity Framework: a set of cybersecurity activities, desired outcomes, and applicable informative references common across critical infrastructure sectors. ○ The National Institute of Standards and Technology (“NIST”): formally known as a National Bureau of Standards, NIST is a federal agency that promotes and maintains measurement standards while encouraging and assisting industry and science to develop and use these standards. ○ Cybersecurity Maturity Model Certification: intended to serve as a verification mechanism to ensure that defense industrial base companies implement appropriate cybersecurity practices and processes to protect federal contract information and controlled unclassified information within their unclassified networks. ○ General Data Protection Regulation: intended to standardize data protection law across the single market and give people in a growing digital economy greater control over how their personal information is used. ○ Service Organization 2: an auditing procedure that focuses on a business’ non- financial reporting controls related to security, availability, processing, integrity, confidentiality, and privacy of a system. ○ Health Information Trust Alliance comprehensive security framework: developed in collaboration with healthcare, technology, and information security leaders to create, access, store, and exchange sensitive and/or regulated data. ● Secured Managed Services: Our team has extensive experience in identifying and remediating security issues in a holistic fashion to quickly affect change on an organizational scale.
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Our engineers and architects can manage secure cloud migrations, design new systems, and implement solutions to minimize security risks efficiently.
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We partner with our clients to address the items that are identified through the course of routine network hygiene or from a security review, penetration test, or incident response. Our remediation services resolve vulnerabilities that may introduce risk and lead to adverse outcomes if not addressed.
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Cybersecurity Professional Services Our Professional Services include the following offerings: ● Incident Response and Digital Forensics: Our experienced team specializes in identifying and remediating cyber attacks, using real-world hacking techniques to investigate the entire environment discreetly, assess the scope of the attack, and effectively remediate any damages or persistent threats. ● Security Testing and Training: We provide security testing services, including penetration testing (red team and purple team), attack simulation exercises, and training programs, including CMMC (Certified Cyber Profession (“CCP”) and Cybersecurity Capability Assessment (“CCA”)), Computing Technology Industry Association (“CompTIA”), International Information System Security Certification Consortium (“ISC 2 ”), to increase clients’ cybersecurity readiness and resiliency. -6- Growth Strategy We are following a phased growth strategy.
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Examples of issues that we remediate include rearchitecting computer networks to minimize attack surface, implementing high security password requirements and multi-factor authentication, applying missing security patches that expose an organization to security attack, or correcting misconfigurations that can lead to unauthorized access such.
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In Phase I, we established a foundation of end-to-end cybersecurity experts through acquiring niche companies with unparalleled expertise and talent.
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Our services provide customers with a mature methodology for the heavy lifting needed to ensure that implementing solutions to minimize security risk are done efficiently and effectively. ● SOC Managed Services: We offer SOC-as-a-service, which is a subscription-based service that provides 24x7x365 coverage and overwatch including threat monitoring, alerting, validation, and proactive threat hunting to defend against cyber threats. ● vCISO Service: Organizations are in need of a cybersecurity program to reduce cyber risk to the business, but many do not have the capital resources or knowledge base to hire a Chief Information Security Officer to lead the effort.
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Today, our experts span the United States and Latin America and each have their own special expertise, industry specific knowledge, familiarity with regulatory frameworks and focal areas that fall into four key pillars of cybersecurity: risk and compliance, cyber defense operations, security testing and training, and secure IT and architecture.
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We offer this to companies on an ongoing managed service basis as a resource to augment their management team. vCISO services include road mapping the future state for the client and providing our knowledgeable expertise to help them achieve their security needs. -6- Professional Services Our professional services include an extensive portfolio of tailored advisory solutions.
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These practice areas, led by a seasoned executive team of industry thought leaders, are enabling us to effectively tackle a rapidly expanding market. In Phase II of our growth strategy, we are supporting clients from 17 historical acquisitions with expanded service offerings.
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Our in-depth and uniquely acquired industry expertise allows us to act as a trusted advisor of our clients to help them lower their risk profile, minimize cost impact, and meet regulatory compliance demands.
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With only a 9% penetration into 1,100 clients for multiple services consumed, this represents a tremendous opportunity for cross-selling and upselling. Additionally, we have built and continue to expand an extensive channel and partnership ecosystem, providing training, support, and partner marketing content to establish reliable streams of new revenue with new clients.
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We specialize in: ● Incident Response and Forensics: We focus on identification, investigation, and remediation of cyberattacks. ● Technical Assessments: We specialize in advanced cybersecurity assessments that highlight the skills and experience of our team’s top-tier talent.
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Phase II also includes the development and launch of key software-first intellectual property (“IP”) technologies that can effectively address many of the cybersecurity challenges facing enterprises today.
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Our customers love us because we routinely identify issues that no one else does due to our emphasis on real-world manual testing techniques and custom exploit development to uncover new avenues of attack. Our approach to penetration testing services strikes the perfect equilibrium between cost, time, and results.
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Leveraging machine learning (“ML”), artificial intelligence (“AI”), deep learning, and neural net technologies, as well as proprietary DarkNet threat intelligence, we are developing multi-layered cybersecurity technologies to help drive the cyber effectiveness leading to resiliency. Equipped with a comprehensive team, our focus in Phase III will be fueling organic growth with our intellectual property.
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The team of highly skilled testers utilize the same tools and techniques a malicious cybercriminal would use to try to gain unauthorized access to highly guarded corporate systems and data to evaluate technical controls and quantify business risks in a meaningful way.
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With a complete portfolio of scalable solutions that are underpinned by an end-to-end team of cybersecurity and compliance experts, we can expand our technology offerings through product led growth strategies. Optimizing user experience and hands-free purchasing through digital interfaces, the company can grow its clients without adding demand to its services team.
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This level of analysis provides business leaders the knowledge required to not only understand the impact a successful attack might have on their business operations, but also can validate the effectiveness of existing security controls and justify additional security related investment. ● Training: We provide security awareness training that can build a cyber vigilant culture by equipping users with the tools and techniques required to spot a potential cyberattack in the early stages.
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Such scalability will serve to increase revenue and margins concurrently. We are focused on the development of our own Intellectual Property suite which incorporates AI, Neural Nets and the latest generation of algorithms.
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This targets the root cause for 75% of cyber breach events by starting with a culture of security-first forward thinking. ● Other Cybersecurity Services: ◌ Cyber Vigilance: Bringing the culture of cybersecurity to an organization is a critical first step of building any resilience to cyber threats.
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Our portfolio includes the following software-first solutions: ARGO Security Management – A security management platform which is able to aggregate, then curate security data in real time from a client’s entire environment, including network asset information, currently deployed cyber tools, SOC, vulnerability management, secure managed IT and penetration testing data.
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Through our consulting service, we dive into both the cultural and technical aspects of cybersecurity within the organization, providing meaningful recommendations to rapidly improve cybersecurity posture.
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CISO Edge Cloud Security Platform – A cloud-first security solution designed to protect users from untrusted and malicious online threats. CISO Edge uses advanced AI deep learning as well as artificial neural networks to provide advanced threat detection and monitoring.
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We help our clients build effective policies and best practices, design or enhance a cybersecurity system, and train the executive management team to foster a top-down culture of cybersecurity in order to facilitate diligent implementation of cybersecurity awareness. ◌ Gap and Risk Assessment: We combine decades of security expertise and in-depth knowledge of how cyberattackers operate to deliver a thorough security risk gap analysis that identifies real world threats and issues guidance for protection.
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CHECKLIGHT ® Endpoint Security Monitoring – A powerful, proactive security monitoring software that detects potential threats to networks and provides advance alerts so attacks can’t take hold. Relying on the same cybersecurity software engine used by several federal agencies, it identifies unauthorized processes associated with fraudulent phishing attacks, hacking, imposter scams, malware, ransomware, and viruses.
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We first familiarize ourselves with the customer’s environment, business model, operations, and business drivers to best determine a customer’s cybersecurity posture in an ever evolving threat landscape. We then use our advanced threat intelligence, data breach experience, and analytics to accurately assess the customers unique cybersecurity risk based on their “as is” state.
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DISC Next Gen VPN – A token exchange-protected remote access solution that replaces traditional VPN connections with enhanced security and access verification. Skanda Breach Assessment Tool – A next-generation, analysis tool that applies AI-based automation and ML technologies, which looks beyond vulnerabilities identified by most other technology to deliver continuous security assessments.
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We then operate with a holistic mindset, considering every link in the cybersecurity chain from people, processes, and technology, to determine their ideal “to be” state, aligned with their business goals, compliance requirements, and risk tolerance.
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On February 29, 2024, our board of directors approved a 1-for-15 reverse stock split of our common stock. The record date for the reverse stock split was the close of business on March 7, 2024, with share distribution occurring on March 8, 2024.
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Finally, we collaboratively devise and develop a strategic cybersecurity plan that takes into account critical priorities to effectively reduce cybersecurity risk by closing the gap between their “as is” and “to be” states.
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As a result of the reverse stock split, stockholders received one share of CISO Global, Inc. common stock, par value $0.00001, for each 15 shares they held as of the record date. All share and per share amounts have been retroactively restated for the effects of this reverse stock split.
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This comprehensive awareness of internal systems and policies provides our customers with a clear understanding of their overall risk as well as the strategies and tools they need to protect their most valuable assets: their data and brand reputation. -7- Growth Strategy Cybersecurity service and consulting firms operate on various forms of business models.
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Common stock underlying our outstanding warrants, convertible notes, and options have also been adjusted, and the conversion and exercise prices have also been adjusted. -7- We have substantially expanded our business in recent years through a number of acquisitions.
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We do not focus on selling products; we promote a cybersecurity culture. Our growth strategy focuses on external acquisition and internal scalability to drive that culture within our customers’ organizations. Therefore, our revenue streams mainly come from security managed service and professional service fees.
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As provided in the bankruptcy plan, the Plan Shares were issued pursuant to Section 1145 of the United States Bankruptcy Code.
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As the cybersecurity market grows over the years, we continue to see an increasing number of players entering the market with different sets of qualifications. However, organizations facing cybersecurity issues also usually lack the expertise to identify the right service provider or do not have the capital resources to hire a qualified CISO.
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While the market for traditional endpoint and IT operations solutions has historically been competitive, we believe as we look to enter into adjacent markets and expand our total addressable market, we may face new competitors.
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We believe that this is where our growth opportunity lies since the lack of expertise leads to information asymmetry, which causes additional noise in the cybersecurity marketplace and exposes organizations to greater risks if found issues are not mitigated with the right group of experts. Furthermore, the industry is in need of highly qualified technology professionals in the cybersecurity field.
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We believe we compete favorably with our competitors on the basis of these factors as a result of our intelligence and expertise from the frontlines, as well as the features and performance of our solutions, the ease of integration of our solutions in diverse IT environments, the breadth of our services, the integration of our SaaS solution offerings in our platform, the measurement and reporting capabilities of our validation technologies, and the reputation of our consulting organization.
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A limited pool of talent results in increasing compensation and cost to retain such talent, which in turn compromises companies’ bottom line profitability and then increases the need to work externally with a partner such as our company.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

61 edited+41 added6 removed122 unchanged
Biggest changeRisks Related to Our Common Stock The market price of our common stock is volatile and may fluctuate in a way that is disproportionate to our operating performance. Future sales of shares of our common stock by existing stockholders could depress the market price of our common stock. Provisions in our certificate of incorporation, our by-laws and Delaware law might discourage, delay, or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock. FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock. If we issue additional shares in the future, it will result in the dilution of our existing stockholders. Our directors and executive officers beneficially own a substantial majority of our outstanding capital stock and will have the ability to control our affairs. We are eligible to be treated as an “emerging growth company,” as defined in the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors. -13- Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock. We do not intend to pay dividends on our common stock. Our business could be negatively impacted by shareholder activism. Our share price may be volatile, and you may be unable to sell your shares.
Biggest changeRisks Related to Our Common Stock The market price of our common stock is volatile and may fluctuate in a way that is disproportionate to our operating performance. Future sales of shares of our common stock by existing stockholders could depress the market price of our common stock. -12- Provisions in our certificate of incorporation, our by-laws and Delaware law might discourage, delay, or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock. FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock. If we issue additional shares in the future, it will result in the dilution of our existing stockholders. We are eligible to be treated as an “emerging growth company,” as defined in the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors. Our directors, a former director and executive officers beneficially own a substantial majority of our outstanding capital stock and will have the ability to control our affairs. Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock. Following a reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors.
If we fail to meet our service level obligations under these agreements, our reputation may suffer as a result. The nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnification. We provide services in circumstances where insurance or indemnification may be not available to us.
If we fail to meet our service level obligations under these agreements, our reputation may suffer as a result. The nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnification. We provide services in circumstances where insurance or indemnification may not be available to us.
Unless we increase revenue and cash flow or raise additional capital, we may be unable to take advantage of any acquisition opportunities that arise or expand our business, all of which could adversely impact us. We will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth. -12- We depend on key personnel who would be difficult to replace, and our business plans will likely be harmed if we lose their services or cannot hire additional qualified personnel. We operate in an industry that is experiencing a shortage of qualified compliance and cybersecurity professionals.
Unless we increase revenue and cash flow or raise additional capital, we may be unable to take advantage of any acquisition opportunities that arise or expand our business, all of which could adversely impact us. We will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth. We depend on key personnel who would be difficult to replace, and our business plans will likely be harmed if we lose their services or cannot hire additional qualified personnel. We operate in an industry that is experiencing a shortage of qualified compliance and cybersecurity professionals.
As a result, some of these competitors may be able to: adapt more rapidly to new or emerging technologies and changes in customer requirements; develop superior products or services, thereby gaining greater market acceptance and expanding their product and service offerings more efficiently or rapidly; bundle products and services that we may not offer or in a manner that provides our competitors with a price advantage; take advantage of acquisitions and other opportunities more readily; -19- maintain a lower cost basis; adopt more aggressive pricing policies and devote greater resources to the promotion, marketing, and sales of their products and services; and devote greater resources to the research and development of their products and services.
As a result, some of these competitors may be able to: adapt more rapidly to new or emerging technologies and changes in customer requirements; develop superior products or services, thereby gaining greater market acceptance and expanding their product and service offerings more efficiently or rapidly; bundle products and services that we may not offer or in a manner that provides our competitors with a price advantage; take advantage of acquisitions and other opportunities more readily; maintain a lower cost basis; adopt more aggressive pricing policies and devote greater resources to the promotion, marketing, and sales of their products and services; and devote greater resources to the research and development of their products and services.
Foreign Corrupt Practices Act, and other anti-bribery, anti-corruption, or other matters. We are subject to risks from operating internationally. Our operations in certain emerging markets expose us to political, economic and regulatory risks. Adverse economic conditions in the United States and international economies may adversely impact our business operating units. Breaches of network or information technology security could have an adverse effect on our business. If we fail to meet our service level obligations under our service level agreements, we may be subject to certain penalties and could lose clients. The nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnification. We indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating costs. Our industry is highly competitive, and there is no assurance that we will compete successfully. Our success depends on our ability to protect our intellectual property and our proprietary technologies. Increasingly complex cybersecurity regulations and standards may have significant impact on our business, and it may require us to substantially invest in our development capabilities to meet compliance requirements and may negatively impact our ability to offer certain services and remain profitable. We may become subject to disputes, including litigation, that could negatively impact our business, profitability, and financial condition. If we incur additional debt, we will be subject to restrictive covenants and debt service obligations that could negatively impact our operations. The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, increase our costs and divert management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner. The preparation of our financial statements involves use of estimates, judgments, and assumptions, and our financial statements may be materially affected if our estimates prove to be inaccurate. The auditor’s opinion on our audited financial statements for the year ended December 31, 2022, included in this annual report on Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.
Foreign Corrupt Practices Act, and other anti-bribery, anti-corruption, or other matters. We are subject to risks from operating internationally. Our operations in certain emerging markets expose us to political, economic and regulatory risks. Adverse economic conditions in the United States and international economies may adversely impact our business operating units. Breaches of network or information technology security could have an adverse effect on our business. If we fail to meet our service level obligations under our service level agreements, we may be subject to certain penalties and could lose clients. The nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnification. We indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating costs. Our industry is highly competitive, and there is no assurance that we will compete successfully. Our success depends on our ability to protect our intellectual property and our proprietary technologies. Increasingly complex cybersecurity regulations and standards may have significant impact on our business, and it may require us to substantially invest in our development capabilities to meet compliance requirements and may negatively impact our ability to offer certain services and remain profitable. We may become subject to disputes, including litigation, that could negatively impact our business, profitability, and financial condition. If we incur additional debt, we will be subject to restrictive covenants and debt service obligations that could negatively impact our operations. The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, increase our costs and divert management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner. The preparation of our financial statements involves use of estimates, judgments, and assumptions, and our financial statements may be materially affected if our estimates prove to be inaccurate. The auditor’s opinion on our audited consolidated financial statements for the year ended December 31, 2023, included in this annual report on Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.
As a result, we may be unable to continue to grow in the event of future economic slowdowns. Breaches of network or information technology security could have an adverse effect on our business. Cyber-attacks or other breaches of network or IT security may cause equipment failures or disrupt the systems and operations of us and our clients.
As a result, we may be unable to continue to grow in the event of future economic slowdowns. -18- Breaches of network or information technology security could have an adverse effect on our business. Cyber-attacks or other breaches of network or IT security may cause equipment failures or disrupt the systems and operations of us and our clients.
In the event that we are unable to generate adequate revenue to cover expenses and cannot obtain additional financing, we may need to cut back or curtail our expansion plans. We will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth.
In the event that we are unable to generate adequate revenue to cover expenses and cannot obtain additional financing, we may need to cut back or curtail our expansion plans. -13- We will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth.
If we are not able to effectively expand our organization by hiring new employees and expanding our groups of consultants and contractors, we may not be able to successfully implement the tasks necessary to further expand and, accordingly, may not achieve our business goals. We have recently acquired multiple businesses.
If we are not able to effectively expand our organization by hiring new employees and expanding our groups of consultants and contractors, we may not be able to successfully implement the tasks necessary to further expand and, accordingly, may not achieve our business goals. -14- We have recently acquired multiple businesses.
In addition, any such resolution could involve our agreement with terms that restrict the operation of our business. -20- If we incur additional debt, we will be subject to restrictive covenants and debt service obligations that could negatively impact our operations.
In addition, any such resolution could involve our agreement with terms that restrict the operation of our business. If we incur additional debt, we will be subject to restrictive covenants and debt service obligations that could negatively impact our operations.
Any additional equity financing will likely be dilutive to stockholders, and certain types of equity financing, if available, may involve restrictive covenants or other provisions that would limit how we conduct our business or finance our operations. We incurred significant operating losses during the years ended December 31, 2022 and December 31, 2021, and we have limited cash flow.
Any additional equity financing will likely be dilutive to stockholders, and certain types of equity financing, if available, may involve restrictive covenants or other provisions that would limit how we conduct our business or finance our operations. We incurred significant operating losses during the years ended December 31, 2023 and December 31, 2022, and we have limited cash flow.
Shareholder activism could result in substantial costs. In addition, actions of activist shareholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals of our business. -23- Our share price may be volatile, and you may be unable to sell your shares.
Shareholder activism could result in substantial costs. In addition, actions of activist shareholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals of our business. -25- Our share price may be volatile, and you may be unable to sell your shares.
Our growth strategy is based upon increasing the number of our clients and our consolidated revenue by making successful acquisitions and integrating businesses that provide comparable or complementary cyber security services. As of December 31, 2022, our business was not profitable.
Our growth strategy is based upon increasing the number of our clients and our consolidated revenue by making successful acquisitions and integrating businesses that provide comparable or complementary cyber security services. As of December 31, 2023, our business was not profitable.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have an initial period of 180 calendar days to regain compliance. To regain compliance, the closing bid price of our common stock has to be $1.00 per share or more for a minimum of 10 consecutive business days at any time before the expiration of the initial compliance period.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had an initial period of 180 calendar days to regain compliance. To regain compliance, the closing bid price of our common stock had to be $1.00 per share or more for a minimum of 10 consecutive business days at any time before the expiration of the initial compliance period.
The auditor’s opinion on our audited financial statements for the year ended December 31, 2022 includes an explanatory paragraph stating that our losses and negative cash flows from operations and uncertainty in generating sufficient cash to meet our operating obligations raise substantial doubt about our ability to continue as a going concern.
The auditor’s opinion on our audited consolidated financial statements for the year ended December 31, 2023 includes an explanatory paragraph stating that our losses and negative cash flows from operations and uncertainty in generating sufficient cash to meet our operating obligations raise substantial doubt about our ability to continue as a going concern.
Risk Factor Summary Risks Related to Our Business and Industry We will need to raise capital in order to realize our business plan and growth strategy, the failure of which could adversely impact our operations. We incurred significant operating losses during the years ended December 31, 2022 and December 31, 2021, and we have limited cash flow.
Risk Factor Summary Risks Related to Our Business and Industry We will need to raise capital in order to realize our business plan and growth strategy, the failure of which could adversely impact our operations. -11- We incurred significant operating losses during the years ended December 31, 2023 and December 31, 2022, and we have limited cash flow.
We depend on independent contractors to provide certain services for which we do not have the expertise internally. Any compromise in the service quality may delay our business processes and cause economic loss. We currently rely, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors, and consultants to provide certain services.
We depend on independent contractors to provide certain services for which we do not have the expertise internally. Any compromise in the service quality may delay our business processes and cause economic los s. We currently rely, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors, and consultants to provide certain services.
To qualify, we 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 to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
To qualify, we needed 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 we were required to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
Foreign Corrupt Practices Act, and other anti-bribery, anti-corruption, or other matters. We may be subject to various legal and regulatory proceedings, and are subject to certain legal compliance risks in the areas of intellectual property, governmental regulation, U.S. Foreign Corrupt Practices Act, and related anti-bribery and anti-corruption regulations.
We may be subject to various legal and regulatory proceedings, and are subject to certain legal compliance risks in the areas of intellectual property, governmental regulation, U.S. Foreign Corrupt Practices Act, and related anti-bribery and anti-corruption regulations.
The auditor’s opinion on our audited financial statements for the year ended December 31, 2022, included in this annual report on Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.
The auditor’s opinion on our audited consolidated financial statements for the year ended December 31, 2023, included in this annual report on Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.
International operations and business expansion plans are subject to numerous risks, including the following: the burden of complying with complex and changing foreign regulatory, tax, accounting and legal requirements; political and economic instability, civil unrest, acts of terrorism, force majeure, war, or other armed conflict, including the current military conflict between Russia and the Ukraine; changes in U.S. and other national government trade policies affecting the markets for our services; changes in regulatory practices, tariffs and taxes; the need to develop superior products or services, thereby gaining greater market acceptance and expanding their product and service offerings more efficiently or rapidly; Potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations increased sovereign risk, such as defaults by or deterioration in the economies and credit ratings of governments, particularly in emerging markets; logistical and communication challenges; the interpretation of contractual provisions governed by foreign laws in the event of a contract dispute; and currency exchange rate fluctuations, devaluations and other conversion restrictions.
International operations and business expansion plans are subject to numerous risks, including the following: the burden of complying with complex and changing foreign regulatory, tax, accounting and legal requirements; Political, social, or economical unrest, terrorism, hostilities or war, including the current military conflict between Russia and the Ukraine and in the Middle East; changes in U.S. and other national government trade policies affecting the markets for our services; changes in regulatory practices, tariffs and taxes; -17- the need to develop superior products or services, thereby gaining greater market acceptance and expanding their product and service offerings more efficiently or rapidly; potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations increased sovereign risk, such as defaults by or deterioration in the economies and credit ratings of governments, particularly in emerging markets; logistical and communication challenges; the interpretation of contractual provisions governed by foreign laws in the event of a contract dispute; and currency exchange rate fluctuations, devaluations and other conversion restrictions.
In the event that we are unable to establish compliance, or again become non-compliant, with Rule 5550(a)(2) and cannot re-establish compliance within the require timeframe, our common stock could be delisted from Nasdaq, which could have a material adverse effect on our financial condition and which would cause the value of our common stock to decline.
In the event that we again become non-compliant with Rule 5550(a)(2) and cannot re-establish compliance within the required timeframe, our common stock could be delisted from Nasdaq, which could have a material adverse effect on our financial condition and which would cause the value of our common stock to decline.
The remainder of the outstanding shares may be sold, subject to certain volume limitations, pursuant to Rule 144 or other available exemptions. Also, in the future, we may issue additional securities in connection with financings and acquisitions.
Approximately 4,303,871 shares were in street name. The remainder of the outstanding shares may be sold, subject to certain volume limitations, pursuant to Rule 144 or other available exemptions. Also, in the future, we may issue additional securities in connection with financings and acquisitions.
FINRA requirements will likely make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in the shares, resulting in fewer broker-dealers may be willing to make a market in our shares, potentially reducing a stockholder’s ability to resell shares of our common stock.
FINRA requirements will likely make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in the shares, resulting in fewer broker-dealers may be willing to make a market in our shares, potentially reducing a stockholder’s ability to resell shares of our common stock. -23- If we issue additional shares in the future, it will result in the dilution of our existing stockholders.
Many of these factors are beyond our control. In addition to recent events, the stock markets have historically experienced substantial price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. These broad market and industry factors could reduce the market price of our common stock, regardless of our actual operating performance.
Many of these factors are beyond our control. In addition to recent events, the stock markets have historically experienced substantial price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies.
If we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our common stock.
Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock. If we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our common stock.
General macro-economic conditions, such as a rise in interest rates, inflation in the cost of goods and services including labor, a recession or an economic slowdown in the United States or internationally, including as a result of continuing uncertainty from the COVID-19 pandemic or the Russia-Ukraine military conflict, could adversely affect demand for our services and make it difficult to accurately forecast and plan our future business activities.
General macro-economic conditions, such as a rise in interest rates, inflation in the cost of goods and services including labor, a recession or an economic slowdown in the United States or internationally, could adversely affect demand for our services and make it difficult to accurately forecast and plan our future business activities.
Without adequate funding, a significant increase in revenue, and continued successful integration of our acquired targets, we may not be able to achieve profitability in the existing lines of business and attract further capital. As of March 27, 2023, we had available cash resources of approximately $4,254,000.
Without adequate funding, a significant increase in revenue, and continued successful integration of our acquired targets, we may not be able to achieve profitability in the existing lines of business and attract further capital. As of March 31, 2024, we had available cash resources of approximately $1,575,856.
Future growth will impose significant added responsibilities on members of management, including the following: identifying, integrating, managing, and motivating qualified employees, particularly strong sales force and cybersecurity talent; executing post-acquisition integration effectively, and managing integration costs; and improving our operational, financial, and management controls, reporting systems, and procedures. -14- Our future financial performance and our ability to commercialize our strategic acquisitions will depend, in part, on our ability to effectively manage any future growth.
Future growth will impose significant added responsibilities on members of management, including the following: identifying, integrating, managing, and motivating qualified employees, particularly strong sales force and cybersecurity talent; executing post-acquisition integration effectively, and managing integration costs; and improving our operational, financial, and management controls, reporting systems, and procedures.
We intend to retain any future earnings to the extent necessary to develop and expand our business. Payment of cash dividends, if any, will depend, among other factors, on our earnings, capital requirements, and the general operating and financial condition, and will be subject to legal limitations on the payment of dividends out of paid-in capital.
Payment of cash dividends, if any, will depend, among other factors, on our earnings, capital requirements, and the general operating and financial condition, and will be subject to legal limitations on the payment of dividends out of paid-in capital.
If investors find our common stock less attractive as a result of any of the foregoing, there may be a less active trading market for our common stock and our stock price may be more volatile or may decrease. Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.
If investors find our common stock less attractive as a result of any of the foregoing, there may be a less active trading market for our common stock and our stock price may be more volatile or may decrease.
We currently do not maintain key man insurance for any of our senior management or key personnel. The competition for qualified management and key personnel is intense.
Our success depends substantially on the efforts and abilities of our senior management and executive officers. We currently do not maintain key man insurance for any of our senior management or key personnel. The competition for qualified management and key personnel is intense.
Since shares of our common stock were sold in our initial public offering (IPO) in January 2021 at a price of $5.00 per share, the reported high and low sales prices of our common stock have ranged from $0.22 to $10.78 per share through March 27, 2023.
Since shares of our common stock were sold in our initial public offering (IPO) in January 2021 at a price of $75.00 (1) per share, the reported high and low sales prices of our common stock have ranged from $1.12 (1) to $138.15 (1) per share through March 31, 2024.
Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition, results of operations and stock price.
Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition, results of operations and stock price. Failure to manage political, economic and regulatory risks in emerging markets could adversely affect our sales, financial condition, results of operations, cash flows and stock price.
In the event that we are unable to regain compliance with Rule 5550(a)(2) during the initial compliance period, Nasdaq rules provide that we may be eligible for an additional 180 calendar day compliance period.
We were unable to regain compliance with Rule 5550(a)(2) during the initial compliance period, but pursuant to Nasdaq rules we were eligible for an additional 180 calendar day compliance period.
Occurrence of any of these events could have a material adverse effect on our business, financial condition, operating results, or prospects. -18- Because our services are aimed at protecting clients from, and limiting the impact of, critical business interruptions and losses related to cyber-attacks, if our client’s experience losses related to cyber-attacks that result in lost profits or other indirect or consequential damages to our clients, our clients may expose us to lawsuits.
Because our services are aimed at protecting clients from, and limiting the impact of, critical business interruptions and losses related to cyber-attacks, if our client’s experience losses related to cyber-attacks that result in lost profits or other indirect or consequential damages to our clients, our clients may expose us to lawsuits.
The preparation of our financial statements involves use of estimates, judgments, and assumptions, and our financial statements may be materially affected if our estimates prove to be inaccurate. Financial statements prepared in accordance with accounting principles generally accepted in the United States require the use of estimates, judgments, and assumptions that affect the reported amounts.
Financial statements prepared in accordance with accounting principles generally accepted in the United States require the use of estimates, judgments, and assumptions that affect the reported amounts.
Any claim, even if fully covered or insured, could negatively affect our reputation in the marketplace and make it more difficult for us to compete effectively. The defense of such claims may be costly and time-consuming and could divert the attention of management.
Any claim, even if fully covered or insured, could negatively affect our reputation in the marketplace and make it more difficult for us to compete effectively.
If our stock price is volatile, we may become the target of securities litigation, which could result in substantial costs and a diversion of management’s attention and resources. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
If our stock price is volatile, we may become the target of securities litigation, which could result in substantial costs and a diversion of management’s attention and resources. (1) Share price adjusted to reflect a 1-for-15 reverse stock split that occurred on March 8, 2024. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. -21- Provisions in our certificate of incorporation, our by-laws, and Delaware law might discourage, delay, or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.
Provisions in our certificate of incorporation, our by-laws, and Delaware law might discourage, delay, or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.
Many of our competitors have entrenched relationships in particular industries or have gained a reputation for expertise in a specific sector of the cybersecurity market, including services, software, and hardware.
Our current and potential competitors vary by size, service offerings, and geographic location. Competitors include technology companies, consulting companies, telecommunication companies, technology resellers, hardware and software companies, and others. Many of our competitors have entrenched relationships in particular industries or have gained a reputation for expertise in a specific sector of the cybersecurity market, including services, software, and hardware.
Our bylaws also allow us to reimburse them for the costs of certain legal defenses. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers, directors, or control persons, the SEC has advised that such indemnification is against public policy and is therefore unenforceable.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers, directors, or control persons, the SEC has advised that such indemnification is against public policy and is therefore unenforceable. Our industry is highly competitive, and there is no assurance that we will compete successfully.
Should our relationships fail to materialize into significant agreements, or should we fail to work efficiently with these companies, we may lose sales and marketing opportunities and our business, results of operations, and financial condition could be adversely affected. -15- Any business acquisition creates risks such as, among others: (i) the need to integrate and manage the businesses acquired with our own business; (ii) additional demands on our resources, systems, procedures, and controls; (iii) disruption of our ongoing business; and (iv) diversion of management’s attention from other business concerns.
Any business acquisition creates risks such as, among others: (i) the need to integrate and manage the businesses acquired with our own business; (ii) additional demands on our resources, systems, procedures, and controls; (iii) disruption of our ongoing business; and (iv) diversion of management’s attention from other business concerns.
Increasingly complex cybersecurity regulations and standards may have significant impact on our business, and it may require us to substantially invest in our development capabilities to meet compliance requirements and may negatively impact our ability to offer certain services and remain profitable.
We may also be subject to claims by other parties regarding the use of intellectual property, technology information, and data, which may be deemed proprietary to others. -20- Increasingly complex cybersecurity regulations and standards may have significant impact on our business, and it may require us to substantially invest in our development capabilities to meet compliance requirements and may negatively impact our ability to offer certain services and remain profitable.
We indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating costs. Our certificate of incorporation and bylaws allow us to indemnify our officers and directors against claims associated with carrying out the duties of their offices.
Our certificate of incorporation and bylaws allow us to indemnify our officers and directors against claims associated with carrying out the duties of their offices. Our bylaws also allow us to reimburse them for the costs of certain legal defenses.
We cannot predict or estimate the amount of additional costs we may incur or the timing of these costs. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, and other regulatory action and potentially civil litigation.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, and other regulatory action and potentially civil litigation. -21- The preparation of our financial statements involves use of estimates, judgments, and assumptions, and our financial statements may be materially affected if our estimates prove to be inaccurate.
Additionally, breaches of our, or our clients’, systems could similarly result in a loss of confidence in our services or damage to our brand and reputation.
Additionally, breaches of our, or our clients’, systems could similarly result in a loss of confidence in our services or damage to our brand and reputation. Occurrence of any of these events could have a material adverse effect on our business, financial condition, operating results, or prospects.
We depend on key personnel who would be difficult to replace, and our business plans will likely be harmed if we lose their services or cannot hire additional qualified personnel. Our success depends substantially on the efforts and abilities of our senior management and executive officers.
This lack of long-term experience working together may adversely impact our senior management team’s ability to effectively manage our business and growth. We depend on key personnel who would be difficult to replace, and our business plans will likely be harmed if we lose their services or cannot hire additional qualified personnel.
Our management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities. This lack of long-term experience working together may adversely impact our senior management team’s ability to effectively manage our business and growth.
Our future financial performance and our ability to commercialize our strategic acquisitions will depend, in part, on our ability to effectively manage any future growth. Our management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities.
By virtue of these holdings, they effectively control the election of the members of our Board of Directors, our management, and our affairs and may prevent us from consummating corporate transactions such as mergers, consolidations, or the sale of all or substantially all of our assets that may be favorable from our standpoint or that of our other stockholders. -22- We are eligible to be treated as an “emerging growth company,” as defined in the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
By virtue of these holdings, they effectively control the election of the members of our Board of Directors, our management, and our affairs and may prevent us from consummating corporate transactions such as mergers, consolidations, or the sale of all or substantially all of our assets that may be favorable from our standpoint or that of our other stockholders.
Although our business has not yet been materially negatively impacted by such inflationary pressures, we cannot be certain that neither we nor our customers will be materially impacted by continued pressures. Additionally, on February 24, 2022, Russian troops engaged in a full-scale military invasion of Ukraine.
We have experienced and continue to experience inflationary pressures in certain areas of our business. Although our business has not yet been materially negatively impacted by such inflationary pressures, we cannot be certain that neither we nor our customers will be materially impacted by continued pressures.
The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. We may also be subject to claims by other parties regarding the use of intellectual property, technology information, and data, which may be deemed proprietary to others.
The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area.
Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock.
The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current stockholders.
The liquidity of the shares of our common stock may be affected adversely by a reverse stock split undertaken to address such compliance failure, given the reduced number of shares that are outstanding following a reverse stock split.
If our closing bid price falls below $1.00 per share for more than 30 consecutive trading days, we may again be deemed noncompliant with Nasdaq’s continued listing requirements. -24- The liquidity of the shares of our common stock may be affected adversely by the reverse stock split undertaken to address such compliance failure, given the reduced number of shares that are outstanding following a reverse stock split.
U.S. and global markets have recently been experiencing volatility and disruption due to new interest rate and inflation increases as well as the continued escalation of geopolitical tensions. For example, inflation in the United States began to rise in the second half of 2021 and have remained at high levels through 2022.
For example, U.S. and global markets have been experiencing volatility and disruption due to interest rate and inflation increases, such as higher inflation rates in the U.S., which rose in the second half of 2021 and have remained above the Federal Reserve’s inflation target, as well as the continued escalation of geopolitical tensions, including those as a result of the conflicts between Russia and Ukraine and in the Middle East.
In addition, it may be difficult for us to raise additional capital if we are not listed on a national securities exchange. We do not intend to pay dividends on our common stock. We have never paid any cash dividends, and currently do not intend to pay any dividends for the foreseeable future.
In addition, it may be difficult for us to raise additional capital if we are not listed on a national securities exchange. Following a reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors.
Future sales of shares of our common stock by existing stockholders could depress the market price of our common stock. We had an aggregate of 146,395,807 issued and outstanding shares of common stock as of December 31, 2022. Approximately 29,696,079 shares were in street name.
These broad market and industry factors could reduce the market price of our common stock, regardless of our actual operating performance. -22- Future sales of shares of our common stock by existing stockholders could depress the market price of our common stock. We had an aggregate of 11,949,959 issued and outstanding shares of common stock as of December 31, 2023.
Management intends to manage risk carefully with the acquisitions; however, there can be no assurance that we will be able to identity and consummate acquisitions that improve our results of operations. -16- Our future results may be affected by various legal and regulatory proceedings and legal compliance risks, including those involving intellectual property, governmental regulations, the U.S.
Management intends to manage risk carefully with the acquisitions; however, there can be no assurance that we will be able to identity and consummate acquisitions that improve our results of operations. -15- Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.
If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current stockholders. Further, such issuance may result in a change of control of our company. Our directors and executive officers beneficially own a substantial majority of our outstanding capital stock and will have the ability to control our affairs.
Our directors, a former director and executive officers beneficially own a substantial majority of our outstanding capital stock and will have the ability to control our affairs. Our current directors and executive officers, and a former director beneficially own approximately 51.90% of our outstanding capital stock.
Failure to manage political, economic and regulatory risks in emerging markets could adversely affect our sales, financial condition, results of operations, cash flows and stock price. -17- Adverse economic conditions in the United States and international economies may adversely impact our business operating units.
Adverse economic conditions in the United States and international economies may adversely impact our business operating units.
We may also consider, from time to time, opportunities to engage in joint ventures or other business collaborations with third parties.
We may also consider, from time to time, opportunities to engage in joint ventures or other business collaborations with third parties. Should our relationships fail to materialize into significant agreements, or should we fail to work efficiently with these companies, we may lose sales and marketing opportunities and our business, results of operations, and financial condition could be adversely affected.
If we issue additional shares in the future, it will result in the dilution of our existing stockholders. Our amended and restated certificate of incorporation authorizes the issuance of up to 300,000,000 shares of our common stock and up to 50,000,000 shares of preferred stock.
Our amended and restated certificate of incorporation authorizes the issuance of up to 300,000,000 shares of our common stock and up to 50,000,000 shares of preferred stock. Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies and to fund our overhead and general operating requirements.
Removed
Although the length and impact of the ongoing military conflict is highly unpredictable, it could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.
Added
Consequently, the trading liquidity of our common stock may not improve. ● We do not intend to pay dividends on our common stock. ● Our business could be negatively impacted by shareholder activism. ● Our share price may be volatile, and you may be unable to sell your shares.
Removed
This military conflict has led to sanctions and other penalties being levied by the United States and European Union, and other countries against Russia, and other potential sanctions and penalties have also been proposed and/or threatened.
Added
Our revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for our solutions, particularly with respect to large organizations and government entities. For example, in light of current macroeconomic conditions, we have observed a lengthening of the sales cycle for some prospective customers that we attribute to higher cost-consciousness around IT budgets.
Removed
Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. We do not have employees or facilities in Russia or Ukraine, nor do we have customers and contractors in these locations.
Added
Customers often view the subscription to our solutions as a significant strategic decision and, as a result, frequently require considerable time to evaluate, test and qualify our solutions prior to entering into or expanding a relationship with us. Large enterprises and government entities in particular, often undertake a significant evaluation process that further lengthens our sales cycle.
Removed
Our business has not yet been materially negatively impacted by this military conflict to date. However, we cannot be certain that this will not impact our position in the credit market or our ability to acquire cybersecurity businesses in the short and long term.
Added
Our direct sales team develops relationships with our customers, and works with our channel partners on account penetration, account coordination, sales and overall market development. We spend substantial time and resources on our sales efforts without any assurance that our efforts will produce a sale.
Removed
Our industry is highly competitive, and there is no assurance that we will compete successfully. Our current and potential competitors vary by size, service offerings, and geographic location. Competitors include technology companies, consulting companies, telecommunication companies, technology resellers, hardware and software companies, and others.
Added
Security solution purchases are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. As a result, it is difficult to predict whether and when a sale will be completed. The failure of our efforts to secure sales after investing resources in a lengthy sales process would adversely affect our business, operating results and financial condition.
Removed
Our current directors and executive officers beneficially own approximately 60.75% of our outstanding capital stock.
Added
Because we recognize revenue from subscriptions to our solutions over the term of the subscription, downturns or upturns in new business will not be immediately reflected in our operating results. We generally recognize revenue from customers ratably over the term of their subscription, which is generally one to three years.
Added
As a result, a substantial portion of the revenue we report in each period is attributable to the recognition of deferred revenue relating to agreements that we entered into during previous periods. Consequently, any increase or decrease in new sales or renewals in any one period will not be immediately reflected in our revenue for that period.
Added
Any such change, however, would affect our revenue in future periods. Accordingly, the effect of downturns or upturns in new sales and potential changes in our rate of renewals will not be fully reflected in our operating results until future periods.
Added
We may also be unable to timely reduce our cost structure in line with a significant deterioration in sales or renewals that would adversely affect our business, operating results, and financial condition. We provide service level commitments under some of our customer contracts.
Added
If we fail to meet these contractual commitments, we could be obligated to provide partial refunds or our customers could be entitled to terminate their contracts and our business would suffer. Certain of our customer agreements contain service level commitments, which contain specifications regarding the availability of our solutions and our support services.
Added
Failure of or disruption to our infrastructure or third-party hosting service providers could impact the performance of our solutions and the availability of services to customers.
Added
If we are unable to meet our stated service level commitments or if we suffer extended periods of poor performance or unavailability of our solutions, we may be contractually obligated to provide affected customers with credit, partial refunds or termination rights.
Added
To date, there has not been a material failure to meet our service level commitments, and we do not currently have any material liabilities accrued on our consolidated balance sheets for such commitments.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAlthough we have recently closed or consolidated certain of our facilities, in the future, we may need to add new facilities or expand our existing facilities to meet our evolving business needs. ITEM 3. LEGAL PROCEEDINGS We are currently not a party to any material legal proceedings.
Biggest changeAlthough we have recently closed or consolidated certain of our facilities, in the future, we may need to add new facilities or expand our existing facilities to meet our evolving business needs.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUnregistered Sales of Equity Securities In 2022, we issued to Smile on Friday’s an aggregate amount of 398,000 shares of our common stock in exchange for providing marketing and investor relations services.
Biggest changeUnregistered Sales of Equity Securities In May 2023, we issued 200,000 shares (3,000,000 on a pre-reverse split basis) of our common stock to Trending Equities Corp. in exchange for providing marketing and investor relations services.
Since January 13, 2022, our common stock has been listed for trading on The Nasdaq Stock Market LLC under the symbol “CISO.” As of December 31, 2022, there were 752 holders of record of our common stock, and the last reported sale price of our common stock on The Nasdaq Stock Market LLC on March 27, 2023 was $0.2972.
Since January 13, 2022, our common stock has been listed for trading on The Nasdaq Stock Market LLC under the symbol “CISO” As of December 31, 2023, there were 765 holders of record of our common stock, and the last reported sale price of our common stock on The Nasdaq Stock Market LLC on April 2, 2024 was $1.28.
Removed
In April 2022, we issued 186,000 shares of our common stock to 1 st PMG Capital Corporation in exchange for brokerage and advisory services provided in connection with our acquisition of Arkavia.
Added
In May 2023, we issued a warrant to Titan Partners Group, LLC, the Placement Agent for our registered direct offering, to purchase 40,000 shares (600,000 on a pre-reverse split basis) of our common stock at a price of $3.75 per share ($0.25 on a pre-reverse split basis).
Removed
In May and September 2022, we issued 62,000 and 98,256 shares of our common stock, respectively to HFG Capital Investments, LLC in exchange for providing advisory services to us related to our acquisitions of Arkavia, CUATROi, and NLT Secure.
Added
The warrant is exercisable at any time on or after November 12, 2023, and expires on May 16, 2028. In November 2023, we issued 133,334 (2,000,000 on a pre-reverse split basis) shares of our common stock to LendSpark Corporation as additional consideration to enter into a loan agreement in which we received gross proceeds of $2,200,000. ITEM 6. [RESERVED]
Removed
In September 2022, we issued 165,563 shares of our common stock to Hybrid Financial in exchange for providing investor relations services over a period of one-year. ITEM 6. [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur brand rallies around the battle cry: “Cyber security is a Culture, not a Product.” Financial Highlights Our operating results for the year ended December 31, 2022 included the following: Total revenue increased by $31.4 million to $46.5 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021. Total gross profit increased by $0.9 million to $2.7 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021. -26- Results of Operations Comparison of the Year Ended December 31, 2022, to the Year Ended December 31, 2021 Our financial results for the year ended December 31, 2022 are summarized as follows in comparison to the year ended December 31, 2021: For the Year Ended December 31, 2022 December 31, 2021 Variance Revenue: Security managed services $ 40,920,420 $ 11,797,719 $ 29,122,701 Professional services 5,629,197 3,344,840 2,284,357 Total revenue 46,549,617 15,142,559 31,407,058 Cost of revenue: Security managed services 15,431,523 3,089,599 12,341,924 Professional services 844,287 515,171 329,116 Cost of payroll 20,036,182 7,596,972 12,439,210 Stock based compensation 7,512,304 2,132,554 5,379,750 Total cost of revenue 43,824,296 13,334,296 30,490,000 Total gross profit 2,725,321 1,808,263 917,058 Operating expenses: Professional fees 2,067,603 1,189,319 878,284 Advertising and marketing 804,218 435,016 369,202 Selling, general and administrative 23,106,451 9,809,200 13,297,251 Stock-based compensation 9,885,191 8,076,688 1,808,503 Impairment of goodwill - 22,078,064 (22,078,064 ) Total operating expenses 35,863,463 41,588,287 (5,724,824 ) Loss from operations (33,138,142 ) (39,780,024 ) 6,641,882 Other income (expense): Other income (expense) 43,332 (39,063 ) 82,395 Interest expense, net (680,921 ) (307,363 ) (373,558 ) PPP loan forgiveness - 980,800 (980,800 ) Total other income (expense) (637,589 ) 634,374 (1,271,963 ) Loss before income taxes $ (33,775,731 ) $ (39,145,650 ) $ 5,369,919 Revenue Security managed services revenue increased by $29,122,701, or 247%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, primarily due to revenue acquired through our completion of five acquisitions over the last 12 months and new and existing customer revenue growth.
Biggest changeResults of Operations Comparison of the Year Ended December 31, 2023, to the Year Ended December 31, 2022 Our financial results for the year ended December 31, 2023 are summarized as follows in comparison to the year ended December 31, 2022: For the Year Ended December 31, 2023 December 31, 2022 Variance Revenue: Security managed services $ 50,078,925 $ 40,920,420 $ 9,158,505 Professional services 6,979,832 5,629,197 1,350,635 Total revenue 57,058,757 46,549,617 10,509,140 Cost of revenue: Security managed services 23,671,605 15,431,523 8,240,082 Professional services 900,582 844,287 56,295 Cost of payroll 21,613,207 20,036,182 1,577,025 Stock based compensation 4,823,829 7,512,304 (2,688,475 ) Total cost of revenue 51,009,223 43,824,296 7,184,927 Total gross profit 6,049,534 2,725,321 3,324,213 Operating expenses: Professional fees 3,695,187 2,067,603 1,627,584 Advertising and marketing 474,121 804,218 (330,097 ) Selling, general and administrative 26,744,543 23,106,451 3,638,092 Stock-based compensation 7,712,671 9,885,191 (2,172,520 ) Impairment of goodwill 45,194,717 - 45,194,717 Total operating expenses 83,821,239 35,863,463 47,957,776 Loss from operations (77,771,705 ) (33,138,142 ) (44,633,563 ) Other income (expense): Other income (expense) (13,640 ) 43,332 (56,972 ) Interest expense, net (2,881,416 ) (680,921 ) (2,200,495 ) Total other income (expense) (2,895,056 ) (637,589 ) (2,257,467 ) Loss before income taxes $ (80,666,761 ) $ (33,775,731 ) $ (46,891,030 ) -29- Revenue Security managed services revenue increased by $9,158,505, or 22%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to having a full year of ownership of CUATROi and NLT Secure, and new and existing customer revenue growth.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2022 was $15,777,909, which was primarily due to cash received from the sale of our common stock, and net proceeds from loans and notes payable of $10,689,087 and $6,061,585, respectively, and offset by the payment of loans of $2,452,905.
Net cash provided by financing activities for the year ended December 31, 2022 was $15,777,909, which was primarily due to cash received from the sale of our common stock, and net proceeds from loans and notes payable of $10,689,087 and $6,061,585, respectively, and offset by the payment of loans of $2,452,905.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Annual Report and is intended to provide information necessary to understand our audited consolidated financial statements for the year ended December 31, 2022 compared to the year ended December 31, 2021 and highlight certain other information which will enhance a reader’s understanding of our financial condition, changes in financial condition, and results of operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Annual Report and is intended to provide information necessary to understand our audited consolidated financial statements for the year ended December 31, 2023 compared to the year ended December 31, 2022 and highlight certain other information which will enhance a reader’s understanding of our financial condition, changes in financial condition, and results of operations.
In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating results of our business during the year ended December 31, 2022 compared to the year ended December 31, 2021. These historical consolidated financial statements may not be indicative of our future performance.
In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating results of our business during the year ended December 31, 2023 compared to the year ended December 31, 2022. These historical consolidated financial statements may not be indicative of our future performance.
See Note 3 to our consolidated financial statements for the years ended December 31, 2022 and 2021 included elsewhere in this Annual Report for additional information regarding revenue recognition and deferred revenue.
See Note 3 to our consolidated financial statements for the years ended December 31, 2023 and 2022 included elsewhere in this Annual Report for additional information regarding revenue recognition and deferred revenue.
As of December 31, 2022, we had $298,734,727 of available funding from our S-3 Registration Statement from which we may issue our securities to fund current and future operations. Going Concern The accompanying 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.
As of December 31, 2023, we had $291,351,048 of available funding from our S-3 Registration Statement from which we may issue our securities to fund current and future operations. Going Concern The accompanying 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.
Revenue Recognition Our agreements with clients are primarily service contracts that range in duration from a few months to one year.
Revenue Recognition Our agreements with clients are primarily service contracts that range in duration from a few months to three years.
We include the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition. -31- If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.
Costs of Revenue Costs of revenue include (i) compensation and benefits for billable employees and consultants directly involved with delivering services offerings and engagements; (ii) consumables used for the services; and (iii) other expenses directly related to service contracts such as professional services, meals and travel expenses.
These costs include such items as consumables, transportation and travel expenses, over which we have discretion in establishing prices. -34- Costs of Revenue Costs of revenue include (i) compensation and benefits for billable employees and consultants directly involved with delivering services offerings and engagements; (ii) consumables used for the services; and (iii) other expenses directly related to service contracts such as professional services, meals and travel expenses.
Liquidity The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business. At December 31, 2022, we had an accumulated deficit of $77,787,604 and working capital deficit of $8,814,244.
Liquidity The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business. At December 31, 2023, we had an accumulated deficit of $158,018,687 and working capital deficit of $15,113,288.
Operating Expenses Professional fees increased by $878,284, or 74%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, due to an increase in accounting, legal and other professional fees incurred related to our periodic SEC filings and our efforts to raise additional capital.
Operating Expenses Professional fees increased by $1,627,584, or 79%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, due to an increase in accounting, legal and other professional fees incurred related to our periodic SEC filings and our efforts to raise additional capital, offset by a reduction in accounting and audit fees.
Critical Accounting Policies and Estimates Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods.
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods.
Other Income (Expense) Interest expense, net increased by $373,558, or 122%, during the year ended December 31, 2022, as compared to the year ended December 31, 2021, due to an increase in our debt assumed through acquisition during 2022 and obtaining $6,000,000 of short-term loans to fund operating capital.
Other Income (Expense) Interest expense, net increased by $2,200,495, or 323%, during the year ended December 31, 2023, as compared to the year ended December 31, 2022, due to an increase in our debt assumed through acquisitions during 2022 and obtaining short-term loans to fund operating capital in 2023.
The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date.
The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. We include the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition.
A contract with a client exists only when: the parties to the contract have approved it and are committed to perform their respective obligations; we can identify each party’s rights regarding the distinct services to be transferred (“performance obligations”); we can determine the transaction price for the services to be transferred; and the contract has commercial substance, and it is probable that we will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the client. -32- We do not adjust the promised amount of consideration for the effects of a significant financing component since we expect, at contract inception, that the period between the time of transfer of the promised goods or services to the client and the time the client pays for these goods or services to be generally one year or less.
A contract with a client exists only when: the parties to the contract have approved it and are committed to perform their respective obligations; we can identify each party’s rights regarding the distinct services to be transferred (“performance obligations”); we can determine the transaction price for the services to be transferred; and the contract has commercial substance, and it is probable that we will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the client.
Although our company is showing positive revenue and gross profit trends, we expect to incur further losses through the end of 2023. -29- To date, we have funded operations primarily through the sale of equity in public offerings, private placements, loan proceeds, and revenue generated by our services.
To date, we have funded operations primarily through the sale of equity in public offerings, private placements, loan proceeds, and revenue generated by our services.
Cash Flows Our cash flows for the year ended December 31, 2022, as compared to our cash flows for the year ended December 31, 2021, can be summarized as follows: Year Ended December 31, 2022 2021 Net cash used in operating activities $ (10,681,007 ) $ (7,385,129 ) Net cash (used in)/provided by investing activities (6,048,944 ) 2,050,057 Net cash provided by financing activities 15,777,909 2,863,077 Effect of exchange rates on cash and cash equivalents 60,170 - Decrease in cash $ (891,872 ) $ (2,471,995 ) Operating Activities Net cash used in operating activities was $10,681,007 for the year ended December 31, 2022 and was primarily due to cash used to fund a net loss of $33,775,182, adjusted for non-cash expenses in the aggregate of $20,752,668 and additional cash increases from changes in the levels of operating assets and liabilities in the aggregate of $2,341,507, primarily as a result of an increase in accounts payable and other deferred revenue.
Net cash used in operating activities was $10,681,007 for the year ended December 31, 2022 and was primarily due to cash used to fund a net loss of $33,775,182, adjusted for non-cash expenses in the aggregate of $20,752,668 and additional cash increases from changes in the levels of operating assets and liabilities in the aggregate of $2,341,507, primarily as a result of an increase in accounts payable and other deferred revenue.
The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.
The fair values of the reporting units are estimated using a market approach. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value.
Impairment of Long-lived Assets We will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value.
Failure to maintain a similar market value may cause a future impairment of goodwill at the reporting unit. -33- Impairment of Long-lived Assets We will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review and at least annually.
Working Capital Our working capital as of December 31, 2022, as compared to our working capital as of December 31, 2021, is summarized as follows: As of December 31, 2022 December 31, 2021 Current assets $ 14,398,795 $ 9,807,301 Current liabilities 23,213,039 5,141,561 Working capital (deficit)/surplus $ (8,814,244 ) $ 4,665,740 -28- The increase in current assets is primarily due to a decrease in cash and cash equivalents of $891,872, offset by an increase in accounts receivable, prepaid cost of revenue and prepaid expenses and other current assets of $3,021,495, $2,622,428, and $775,924, respectively.
Working Capital Our working capital as of December 31, 2023, as compared to our working capital as of December 31, 2022, is summarized as follows: As of December 31, 2023 December 31, 2022 Current assets $ 10,957,814 $ 14,398,795 Current liabilities 26,071,102 23,213,039 Working capital (deficit)/surplus $ (15,113,288 ) $ (8,814,244 ) The decrease in current assets is primarily due to a decrease in cash and cash equivalents, accounts receivable and prepaid expenses and other current assets of $770,721, $2,176,570, and $524,379 respectively.
During the year ended December 31, 2022, we received $10,689,087 from our public offerings of our common stock, $5,975,000 in net proceeds from our bridge loans, and $1,480,142 from the exercise of stock options.
During the year ended December 31, 2023, we received $6,655,493 from public and private offerings of our common stock, $11,975,631 in net proceeds from our loans and convertible notes payable, and $491,853 from the exercise of stock options.
Professional services cost of revenue increased by $329,116, or 64%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, due to our increase in revenue from professional services from acquisitions completed over the last 12 months.
Professional services cost of revenue increased by $56,295, or 7%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, due to our increase in revenue from professional services from having a full year of ownership of CUATROi and NLT Secure compared to only four months in 2022.
Professional services revenue increased by $2,284,357, or 68%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, primarily due to revenue acquired through our completion of five acquisitions over the last 12 months. -27- Expenses Cost of Revenue Security managed services cost of revenue increased by $12,341,924, or 399%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, due primarily to our completion of five acquisitions over the last 12 months, which increased our revenues from hardware and software sales and their related costs.
Expenses Cost of Revenue Security managed services cost of revenue increased by $8,240,082, or 53%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, due primarily to having a full year of ownership of CUATROi and NLT Secure compared to only four months in 2022, which increased our revenues from hardware and software sales and their related costs.
In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.
Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose.
We provide a full range of cybersecurity consulting and related services, encompassing all three pillars of compliance, cybersecurity, and culture. Our services include secured managed services, compliance services, security operations center (“SOC”) services, virtual Chief Information Security Officer (“vCISO”) services, incident response, certified forensics, technical assessments, and cybersecurity training.
Risk Factors.” Our Business We provide a comprehensive suite of cybersecurity consulting and related services that encompass all three critical pillars: compliance, cybersecurity, and organizational culture. Our services include managed security, compliance assessments, SOC support, vCISO services, incident response, digital forensics, technical assessments, and cybersecurity training.
Advertising and marketing expenses increased by $369,202, or 85%, for the year ended December 31, 2022, as compared to December 31, 2021, due to our current marketing campaign initiatives to stimulate organic revenue growth, and an increased effort to utilize more internal resources for advertising and marketing activities.
Advertising and marketing expenses decreased by $330,097, or 41%, for the year ended December 31, 2023, as compared to December 31, 2022, due to utilizing internal resources for advertising and marketing activities.
Investing Activities Net cash used in investing activities of $6,048,944 for the year ended December 31, 2022, was primarily due cash paid as part of the acquisition of True Digital. Net cash provided by investing activities of $2,050,057 for the year ended December 31, 2021, was due to cash acquired in the acquisitions of VelocIT, Atlantic, RED74 and Arkavia.
Net cash used in investing activities of $6,048,944 for the year ended December 31, 2022, was primarily due to cash paid as part of the acquisition of True Digital. -31- Financing Activities Net cash provided by financing activities for the year ended December 31, 2023 was $6,193,046, which was primarily due to cash received from the sale of our common stock, and net proceeds from loans and convertible notes payable of $6,655,493 and $11,975,631, respectively, and offset by the payment of loans and convertible notes payable of $12,929,931.
The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should we be unable to continue as a going concern. -30- Recently Issued Accounting Pronouncements See Note 3 to our consolidated financial statements for the years ended December 31, 2022 and 2021 included elsewhere in this Annual Report.
Recently Issued Accounting Pronouncements See Note 3 to our consolidated financial statements for the years ended December 31, 2023 and 2022 included elsewhere in this Annual Report. -32- Critical Accounting Policies and Estimates Use of Estimates The preparation of financial statements in conformity with U.S.
Selling, general, and administrative expenses increased $13,297,251, or 136%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, primarily due to head count added through the completion of five acquisitions over the last 12 months.
Selling, general, and administrative expenses increased $3,638,092, or 16%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, due to the costs of CUATROi and NLT Secure having a full year of ownership compared to only four months in 2022.
Cost of payroll increased by $12,439,210, or 164%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, due to headcount added primarily through our completion of five acquisitions over the last 12 months.
Cost of payroll increased by $1,577,025, or 8%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, due to headcount costs of CUATROi and NLT Secure having a full year of ownership compared to only four months in 2022.
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Risk Factors.” -25- Our Business We are a cybersecurity and compliance company comprised of highly trained and seasoned security professionals who work with clients to enhance or create a better cyber posture in their organization.
Added
We’ve developed a unique offering called MCCP+ that delivers all three of these pillars through a dedicated team of subject matter experts. Unlike many cybersecurity firms focused on specific technologies or services, we remain technology-agnostic. Instead, we concentrate on building a world-class team of cybersecurity and compliance experts with diverse skillsets.
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Cybersecurity, also known as computer security or information technology security, is the protection of computer systems and networks from information disclosure, theft of or damage to their hardware, software, or electronic data, as well as from the disruption or misdirection of the services they provide.
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Our goal is to provide our clients with truly holistic solutions that address the chronic shortage of highly skilled cybersecurity professionals. Underpinning our services is a steadfast belief that establishing a strong culture of security is essential for organizational resilience. We work closely with our clients to cultivate this security-first mindset, helping them quantify the return on their cybersecurity investments.
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The cybersecurity industry has a supply and demand issue wherein there is more demand for cybersecurity services than there are expert and seasoned compliance and cybersecurity professionals available in the market. We seek to identify, attract, and retain highly skilled cyber and compliance teams and bring them together to provide holistic cyber services.
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We have developed innovative software-based IP powered by machine learning, AI, and dark web threat intelligence. These multilayered technologies aim to enhance cyber effectiveness and drive greater resiliency for enterprises. With a comprehensive portfolio of scalable IP solutions and an end-to-end team of experts, we are poised for organic growth.
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We accomplish this through acquisitions, direct hiring, and incentivizing employees with stock options to help retain them. On an ongoing basis, we seek to identify cyber talent that is culturally aligned and that offers operating leverage through both existing customer revenue and relationships.
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By optimizing the user experience and leveraging digital interfaces, we can expand our client base without adding strain to our services team.
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We have invested in enterprise solutions and executive talent to integrate our different organizations into an ecosystem that works together to provide complete and holistic cybersecurity through cross pollination of solutions. The ecosystem is intended to provide additional revenue opportunities and drive overall recurring revenue.
Added
This scalability will enable us to drive increased revenue and margins concurrently. -28- Financial Highlights Our operating results for the year ended December 31, 2023 included the following: ● Total revenue increased by $10.5 million to $57.1 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. ● Total gross profit increased by $3.3 million to $6.0 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.
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We believe that culture is the foundation of every successful cybersecurity and compliance program. To deliver that outcome, we developed our unique offering of MCCP+ (“Managed Compliance & Cybersecurity Provider + Culture”), which is the only holistic solution that provides all three of these pillars under one roof from a dedicated team of subject matter experts.
Added
Professional services revenue increased by $1,350,635, or 24%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to having a full year of ownership of CUATROi and NLT Secure.
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In contrast to the majority of cybersecurity firms that are focused on a specific technology or service, we seek to differentiate ourselves by remaining technology agnostic, focusing on accumulating highly sought-after topic experts. We continually seek to identify and acquire cybersecurity talent to expand our service scope and geographical coverage to provide the best possible service for our clients.
Added
Stock-based compensation decreased by $2,688,475, or 36%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, due to the timing of recognition of the reversal of expense for options forfeited by former employees, a decrease in the number of options granted in 2023, and a decline in the fair value of new options granted resulting from the decline in our share price.
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We believe that bringing together a world-class team of technological experts with multi-faceted expertise in the critical aspects of cybersecurity is key to providing technology agnostic solutions to our clients in a business environment that has suffered from a chronic lack of highly skilled professionals, thereby setting us apart from competitors and in-house security teams.
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Stock-based compensation expenses decreased by $2,172,520, or 22%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, due to the timing of recognition of the reversal of expense for options forfeited by former employees, a decrease in the number of options granted in 2023, and a decline in the fair value of new options granted resulting from the decline in our share price. -30- Impairment of goodwill increased by $45,194,717, or 100%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, due to the fair value of our reporting units falling below their carrying value in 2023, whereas in the carrying fair value of these reporting units exceeded their carrying value in 2022.
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Our goal is to create a culture of security and to help quantify, define, and capture a return on investment from information technology and cybersecurity spending.
Added
The increase in current liabilities is primarily due to the increase in accounts payable and accrued expenses of $7,640,990, offset by a decrease in loans and convertible notes payable of $4,567,367 Cash Flows Our cash flows for the year ended December 31, 2023, as compared to our cash flows for the year ended December 31, 2022, can be summarized as follows: Year Ended December 31, 2023 2022 Net cash used in operating activities $ (5,920,112 ) $ (10,681,007 ) Net cash used in investing activities (160,158 ) (6,048,944 ) Net cash provided by financing activities 6,193,046 15,777,909 Effect of exchange rates on cash and cash equivalents (883,497 ) 60,170 Decrease in cash $ (770,721 ) $ (891,872 ) Operating Activities Net cash used in operating activities was $5,920,112 for the year ended December 31, 2023 and was primarily due to cash used to fund a net loss of $80,231,083, adjusted for non-cash expenses in the aggregate of $64,085,528 and additional cash increases from changes in the levels of operating assets and liabilities in the aggregate of $10,225,443, primarily as a result of an increase in accounts receivable, accounts payable and accrued expenses, and deferred revenue.
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Stock-based compensation increased by $5,379,750, or 252%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, due to an increase of stock options awarded to our growing base of revenue generating employees.
Added
Investing Activities Net cash used in investing activities of $160,158 for the year ended December 31, 2023, was primarily due to cash paid to purchase property and equipment.
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Stock-based compensation expenses increased by $1,808,503, or 22%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, due to an increase in stock options awarded to employees through the completion of five acquisitions of the last 12 months and shares issued to consultants for marketing services provided.
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For the year ended December 31, 2023, we had negative cash flows from operations of $5,920,112. Although our company is showing positive revenue and gross profit trends, we expect to incur further losses through the end of 2024.
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Impairment of goodwill decreased by $22,078,064, or 100%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, due to impairment recognized in our goodwill in 2021 whereas impairment was not present in 2022.
Added
However, due to losses incurred, substantial doubt about the Company’s ability to continue as a going concern exists. 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 of operations to grow revenues and decrease expenses.
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The increase in current liabilities is primarily due to the increase in accounts payable and accrued expense, deferred revenue, and loans and convertible notes payable of $5,601,271, $4,419,316 and $8,595,632, respectively.
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However, we may be unable to access further equity or debt financing when needed. As such, there can be no assurance that we will be able to obtain additional liquidity when needed or under acceptable terms, if at all.
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Net cash used in operating activities was $7,385,129 for the year ended December 31, 2021 and was primarily due to cash used to fund a net loss of $39,145,650, adjusted for non-cash expenses in the aggregate of $33,853,661, partially offset by cash generated by changes in the levels of operating assets and liabilities in the aggregate of $2,093,140, primarily as a result of an increase in accounts receivable and other current assets.
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The ability for us to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the Growth Strategy paragraph and eventually attain profitable operations.
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Net cash provided by financing activities for the year ended December 31, 2021 was $2,863,077, which was primarily due to cash received from the sale of our common stock, and proceeds from loans and notes payable of $3,250,000 and $1,863,474, respectively, and offset by payments on loans of $2,300,397.
Added
The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
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For the year ended December 31, 2022, we had a loss from operations of $33,138,142 and negative cash flows from operations of $10,681,007.
Added
The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset.
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For the year ended December 31, 2022, we incurred a net loss of $33,775,182, had negative cash flows from operations of $10,681,007, and working capital deficit of $8,814,244. These matters raise substantial doubt as to our ability to continue as a going concern. Our existence is dependent upon our ability to develop profitable operations.
Added
Stock-Based Compensation We measure and recognize compensation expense for equity-based awards based on the grant date fair values of the awards. For options with service or performance-based vesting conditions, the grant date fair value is estimated using the Black-Scholes option-pricing model, which requires management to make assumptions and apply judgment in determining the grant date fair value.
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We are devoting substantially all of our efforts to developing our business, reducing overhead costs, and raising capital, although there can be no assurance that our efforts will be successful. No assurance can be given that our actions will result in profitable operations or the resolution of liquidity problems.
Added
The most significant assumptions and judgments include estimating the expected option term, the expected stock price volatility and the risk-free interest rates. The assumptions used in our option pricing model represent management’s best estimates. If factors change and different assumptions are used, our equity-based compensation expense could be materially different in the future.
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The accompanying consolidated financial statements do not include any adjustments that might result should we be unable to continue as a going concern. In order to improve our liquidity, in addition to a planned reduction in overhead costs, we are actively pursuing additional debt and/or equity financing through discussions with investment bankers and private investors.
Added
We record forfeitures when they occur, based on our lack of historical data available to estimate an appropriate forfeiture rate. Changes in our forfeiture rate can have a significant impact on our equity-based compensation expense since the cumulative effect of adjusting the forfeiture rate is recognized in the period in which the estimate is changed.
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There can be no assurance that we will be successful in our efforts to secure additional financing.
Added
We will continue to use judgment in evaluating the assumptions related to our equity-based awards on a prospective basis. As we continue to accumulate additional data related to our awards, we may refine our estimates, which could materially impact our future equity-based compensation expense.
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Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. Stock-Based Compensation We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award.
Added
We do not adjust the promised amount of consideration for the effects of a significant financing component since we expect, at contract inception, that the period between the time of transfer of the promised goods or services to the client and the time the client pays for these goods or services to be generally one year or less.
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For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. Awards granted to directors are treated on the same basis as awards granted to employees.
Added
Volatility in Stock-Based Compensation We determine the expected stock price volatility based on the historical volatilities of our peer group, blended with our historical volatility, since there is not a sufficient trading history for our common stock. Industry peers consist of several public companies in the technology industry similar to us in size, stage of life cycle and financial leverage.
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These costs include such items as consumables, transportation and travel expenses, over which we have discretion in establishing prices.
Added
We intend to continue to consistently apply this process using the same or similar public companies and continue increasing the blended proportion of our historical volatility until a sufficient trading history of our common stock becomes available.
Removed
Volatility in Stock-Based Compensation The volatility is based on historical volatilities of companies in comparable stages as well as the historical volatility of companies in the industry and, by statistical analysis of the daily share-pricing model.
Added
If circumstances change such that the identified companies are no longer similar to us, we will revise our peer group to substitute more suitable companies in this calculation.
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The volatility of stock-based compensation at any point in time is based on historical volatility of similar companies in the industry for the last two to five years.

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