UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the Transition Period from _________ to _________
Commission
file number:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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has been subject to such filing requirements for the past 90 days.
Indicate
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| ☒ | Smaller reporting company | ||
| Emerging growth company |
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As of May 13, 2026, there were shares of the registrant’s common stock outstanding.
CISO GLOBAL, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 (unaudited)
TABLE OF CONTENTS
| 2 |
FORWARD-LOOKING STATEMENTS
The information contained in this report should be read in conjunction with the financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q. Certain statements made in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based upon beliefs of, and information currently available to, us as of the date hereof, as well as estimates and assumptions made by us. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Forward-looking statements made in this Quarterly Report on Form 10-Q include statements about:
| ● | our belief that culture is the foundation of every successful cybersecurity and compliance program; |
| ● | our ability to differentiate ourselves from the majority of cybersecurity firms that are focused on a specific technology or service by remaining technology agnostic, focusing on accumulating highly sought-after topic experts; |
| ● | that we will 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; |
| ● | our belief that bringing together a world-class team of technological experts with multi-faceted expertise in 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; |
| ● | our ability to achieve our goal of creating a culture of security and to help quantify, define, and capture a return on investment from information technology and cybersecurity spending; |
| ● | the substantial doubt about our ability to continue as a going concern; |
| ● | our ability to regain compliance with the minimum bid price requirement or otherwise be in compliance with the other listing standards for the Nasdaq Capital Market; |
| ● | our intention to satisfy the Series B Preferred Stock redemption through a combination of operating cash flows and additional financing; |
| ● | our ability to fund ongoing operations upon raising additional capital through the issuance of equity securities and issuing debt or other financing vehicles; |
| ● | that we may be unable to access further equity or debt financing when needed; and |
| ● | our belief that we maintain adequate indirect tax accruals. |
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks detailed from time to time in our reports filed with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended, any of which may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time they are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results.
| 3 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (UNAUDITED)
CISO GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Prepaid cost of revenue | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Contract assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Prepaid cost of revenue, net of current portion | ||||||||
| Other assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Deferred revenue | ||||||||
| Lease liabilities | ||||||||
| Loans payable | ||||||||
| Line of credit | ||||||||
| Total Current Liabilities | ||||||||
| Deferred revenue, net of current portion | ||||||||
| Loans payable, net of current portion | ||||||||
| Lease liabilities, net of current portion | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 10) | ||||||||
| Temporary Equity: Series B Preferred Stock; shares issued at March 31, 2026 and December 31, 2025, respectively; and shares outstanding at March 31, 2026 and December 31, 2025, respectively | ||||||||
| Stockholders’ Equity: | ||||||||
| Common Stock, $ par value; shares authorized; and shares issued at March 31, 2026 and December 31, 2025, respectively; and outstanding at March 31, 2026 and December 31, 2025, respectively | ||||||||
| Preferred Stock, $ par value; shares authorized: Series A Preferred Stock; shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost ( shares) | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities, Temporary Equity and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
CISO GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue: | ||||||||
| Security managed services | $ | $ | ||||||
| Professional services | ||||||||
| Cybersecurity software | ||||||||
| Total revenue | ||||||||
| Cost of revenue: | ||||||||
| Security managed services | ||||||||
| Professional services | ||||||||
| Cybersecurity software | ||||||||
| Cost of payroll | ||||||||
| Stock-based compensation | ||||||||
| Total cost of revenue | ||||||||
| Total gross profit | ||||||||
| Operating expenses: | ||||||||
| Professional fees | ||||||||
| Advertising and marketing | ||||||||
| Selling, general and administrative | ||||||||
| Stock-based compensation | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income: | ||||||||
| Change in fair value of derivative liability | ||||||||
| Loss on extinguishment of convertible notes | ( | ) | ||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Other expense | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Loss from continuing operations before income taxes | ( | ) | ( | ) | ||||
| Benefit from income taxes | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share, basic and diluted: | $ | ) | $ | ) | ||||
| Weighted-average shares used in computing net loss per share, basic and diluted: | ||||||||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustments | $ | $ | ( | ) | ||||
| Other comprehensive income (loss) | ( | ) | ||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
CISO GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Temporary Equity | Permanent Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Series B Preferred Stock | Common Stock | Series A Preferred Stock | Treasury Stock | Additional Paid-in | Accumulated
Other Comprehensive | Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for services | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series B Preferred Stock to Common Stock | ( | ) | ( | ) | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Adjustment of Series B Preferred Stock to redemption value | - | ( | ) | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
| Temporary Equity | Permanent Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Series B Preferred Stock | Common Stock | Series A Preferred Stock | Treasury Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
| Stock-based compensation - stock options | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes into Common Stock | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
CISO GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation - stock options | ||||||||
| Stock-based compensation - stock issued for services | ||||||||
| Non-cash interest expense | ||||||||
| Depreciation and amortization | ||||||||
| Non-cash operating lease costs | ||||||||
| Bad debt (recovery) expense | ( | ) | ||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Loss on extinguishment of convertible notes | ||||||||
| Other | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Contract assets | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sales of common stock, net of offering costs | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from line of credit | ||||||||
| Payments on line of credit | ( | ) | ( | ) | ||||
| Payments on loans payable | ( | ) | ( | ) | ||||
| Payments of debt issuance costs | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents - beginning of the period | ||||||||
| Cash and cash equivalents - end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||
| Common stock issued in exchange for services | $ | $ | ||||||
| Conversion of convertible notes - common stock | $ | $ | ||||||
| Conversion of Series B Preferred Stock to common stock | $ | $ | ||||||
| Adjustment to redemption value of Series B Preferred Stock | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 7 |
CISO GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 its wholly owned subsidiaries. Unless otherwise specified, all dollar amounts are expressed in United States dollars.
NOTE 1 – ORGANIZATION OF BUSINESS AND GOING CONCERN
Description of the Business
We are a leading cybersecurity, compliance, and software company comprised of highly trained and seasoned security professionals who work with clients to enhance or create a better cyber posture in their organization. We provide a full range of cybersecurity consulting, related services, and cybersecurity software – spanning all four pillars of security: proprietary software stack, compliance, cybersecurity, and organizational culture. Our comprehensive cybersecurity services include managed security, compliance services, security operations center (“SOC”) services, virtual Chief Information Security Officer (“vCISO”) services, incident response, certified forensics, technical assessments, and cybersecurity training. 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 a holistic solution that provides all four of these pillars under one roof from a dedicated team of subject matter experts. 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. 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. 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.
Basis of Presentation
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q pursuant to rules and regulations of the SEC and include our accounts and the accounts of our subsidiaries. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations, although, we believe that the disclosures made are adequate to make the information not misleading. All material intercompany accounts and transactions have been eliminated.
Our interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2026. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended (“2025 Form 10-K”). The December 31, 2025 condensed consolidated balance sheet included herein is derived from the audited consolidated financial statements included in the 2025 Form 10-K but does not include all disclosures required by GAAP.
Reclassifications
Reclassifications of certain immaterial prior period amounts have been made to conform to the current period presentation. The reclassifications had no impact on the reported results of operations.
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, due to losses incurred, historical cash used in operations and the existence of a working capital deficit, substantial doubt about our ability to continue as a going concern exists. Our company’s ability to fund ongoing operations is highly dependent upon raising additional capital through the issuance of equity securities and issuing debt or other financing vehicles. We are evaluating strategies to obtain the required additional funding for future operations. These strategies may include obtaining equity financing, issuing debt or entering into other financing arrangements, and restructuring operations to grow revenues and decrease expenses. 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.
On
September 24, 2025, we entered into a Preferred Equity Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal
Capital I (“B. Riley”) pursuant to which we may sell up to $
| 8 |
On
April 1, 2026, B. Riley delivered a conversion notice for the remaining shares of Series B Preferred Stock. Because the notice
was delivered at a time when the volume-weighted average price of our Common Stock was below the minimum conversion price of $
On June 26, 2025, we renewed our expiring shelf registration statement on Form S-3 (that was deemed effective on July 7, 2025) (“July 2025 Prospectus”) that contains two prospectuses:
| 1) | a base prospectus that
covers the potential offering, issuance, and sale from time to time of our Common Stock, preferred stock, warrants, debt securities,
and units in one or more offerings with total proceeds of up to $ | |
| 2) | a sales agreement prospectus
covering the potential offering, issuance, and sale from time to time of shares of our Common Stock having aggregate gross sales
proceeds of up to $ |
If
our public float remains below $
There can be no assurance that we will be able to obtain additional liquidity when needed or under acceptable terms, if at all. As such, we may be unable to access further equity or debt financing when needed. The ability for us to continue as a going concern is dependent upon our ability to successfully implement our strategies and eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments to the carrying amounts or classification of assets, liabilities, and reported expenses that may be necessary if we are unable to continue as a going concern.
On
December 30, 2025, we received a letter from the listing qualifications staff of Nasdaq providing notification that the bid price of
our Common Stock had closed below $
If we do not regain compliance with Rule 5550(a)(2) by June 29, 2026, we may be eligible for an additional 180 calendar day compliance period. To qualify, we would need to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq would notify us that our securities would be subject to delisting. In the event of such notification, we may appeal the staff’s determination to delist our securities, but there can be no assurance the Staff would grant our request for continued listing.
The Nasdaq notification has no immediate effect on the listing of our Common Stock on the Nasdaq Capital Market. We intend to actively monitor the bid price of our Common Stock and our minimum market value of listed securities and will consider options available to us to achieve compliance with the Nasdaq listing rules. There can be no assurance that we will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with the other listing standards for the Nasdaq Capital Market.
| 9 |
Segment Information
We have a single reportable segment. Our chief operating decision maker (“CODM”) is our Chief Executive Officer. The CODM is regularly provided with financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Our CODM uses consolidated net loss, as reported in our condensed consolidated statements of operations and comprehensive loss, to measure segment profit or loss. Net loss is used by the CODM to facilitate analysis of our financial trends, review budgeted versus actual results and for planning purposes. Significant segment expenses are presented in our condensed consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.
Geographic Information
All of our revenue and property and equipment is located within the United States.
Use of Estimates
Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Material estimates include the allowance for credit losses, the carrying value of intangible assets and goodwill, our deferred tax assets and valuation allowance, the adequacy of insurance reserves, and assumptions used in the Black-Scholes option pricing model, such as expected term, stock price volatility and risk-free interest rate.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no significant changes to our accounting policies disclosed in our 2025 Form 10-K.
Contract Liabilities
Contract liabilities consist of deferred revenue and primarily include amounts billed or payments received in advance of revenue recognition. These amounts relate to services not yet performed or annual software licenses for which revenue will be recognized as the services are delivered or ratably over the license term. We generally invoice customers in advance or in milestone-based installments.
We
recognized revenue of $
Changes in deferred revenue were as follows:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Additions to deferred revenue | ||||||||
| Recognition of deferred revenue | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of Common Stock and potentially dilutive shares of Common Stock outstanding during the period.
For dilutive securities, all outstanding stock options, restricted stock units, warrants, and Series B Preferred Stock are considered potentially outstanding Common Stock. The dilutive effect, if any, of stock options, restricted stock units, and warrants is calculated using the treasury stock method. All outstanding shares of Series B Preferred Stock are considered Common Stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method.
| 10 |
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||
| Numerator: | ||||||||
| Loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Add: Adjustment of Series B Preferred Stock to redemption value | ||||||||
| Less: Deemed dividend related to Series B Preferred Stock | ( | ) | ||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted-average shares outstanding – basic & diluted | ||||||||
| Net loss per share – basic & diluted: | $ | ) | $ | ) | ||||
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||
| Stock options | ||||||||
| Restricted stock units | ||||||||
| Warrants | ||||||||
| Series B Preferred Stock | ||||||||
| Convertible notes payable | ||||||||
| Total | ||||||||
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities, including tax loss and credit carry forwards, are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
We utilize Accounting Standards Codification Topic 740 (ASC 740), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed consolidated financial statements or tax returns. We account for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely than not” that a deferred tax asset will not be realized. At March 31, 2026 and December 31, 2025, our net deferred tax assets have been fully reserved.
For uncertain tax positions that meet a “more likely than not” threshold, we recognize the benefit of uncertain tax positions in the unaudited condensed consolidated financial statements. Our practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when a determination is made that such expense is likely.
| 11 |
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. As an emerging growth company (EGC), we have elected to adopt the standard based on the effective dates applicable to non-public business entities. Accordingly, we will adopt ASU 2023-09 for annual periods beginning after December 15, 2025. We expect this to result in additional disclosures in our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires public entities to provide disaggregated disclosure of expenses included within relevant income statement expense captions, as well as additional disclosures about selling expenses. This update is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. The adoption of ASU 2024-03 is expected to result in additional disclosures in our condensed consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The purpose of this ASU is to modernize the accounting guidance for the costs to develop software for internal use by removing all references to prescriptive and sequential software development project stages and providing further guidance on when an entity is required to start capitalizing eligible costs. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted and the new guidance should be applied either on a prospective transition, a modified transition or a retrospective transition approach. Our company is currently evaluating the impact of this standard on its condensed consolidated financial statements and disclosures.
NOTE 3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of:
March 31, 2026 | December 31, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
March 31, 2026 | December 31, 2025 | |||||||
| Computer equipment | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Furniture and fixtures | ||||||||
| Software | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Total
depreciation expense was $
| 12 |
NOTE 5 – INTANGIBLE ASSETS AND GOODWILL
Goodwill
The following table presents the goodwill balance and accumulated impairment losses as of March 31, 2026 and December 31, 2025:
| Balance at March 31, 2026 and December 31, 2025 | ||||
| Gross goodwill | $ | |||
| Accumulated impairment losses | ( | ) | ||
| Goodwill, net of accumulated impairment losses | $ | |||
Intangible Assets
Intangible assets, net are summarized as follows:
| March 31, 2026 | ||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
| Tradenames – trademarks | $ | $ | ( | ) | $ | |||||||
| Customer base | ( | ) | ||||||||||
| Non-compete agreements | ( | ) | ||||||||||
| Intellectual property/technology | ( | ) | ||||||||||
| $ | $ | ( | ) | $ | ||||||||
| December 31, 2025 | ||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
| Tradenames – trademarks | $ | $ | ( | ) | $ | |||||||
| Customer base | ( | ) | ||||||||||
| Non-compete agreements | ( | ) | ||||||||||
| Intellectual property/technology | ( | ) | ||||||||||
| $ | $ | ( | ) | $ | ||||||||
The
weighted average remaining useful life of identifiable amortizable intangible assets is
Amortization
of identifiable intangible assets for the three months ended March 31, 2026 and 2025 was $
Based on the balance of intangible assets at March 31, 2026, expected future amortization expense is as follows:
| 2026 (remainder of) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| $ |
NOTE 6 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following:
March 31, 2026 | December 31, 2025 | |||||||
| Accrued expenses | $ | $ | ||||||
| Accrued payroll and bonuses | ||||||||
| Accrued commissions | ||||||||
| Indirect taxes payable | ||||||||
| Accrued interest | ||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||
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Note 7 – RELATED PARTY TRANSACTIONS
Managed Services Agreement with Hensley Beverage Company – Related Party
In
July 2021, we entered into a 1-year Managed Services Agreement with Hensley Beverage Company to provide secured managed services. We
also may be engaged by Hensley Beverage Company from time to time to provide other related services outside the scope of the Managed
Services Agreement. While the agreement provides for an original term through December 31, 2021, the agreement will continue until terminated
by either party. For the three months ended March 31, 2026 and 2025, we received $
Convertible Note Payable with Hensley & Company
In
March 2023, we issued an unsecured convertible note to Hensley & Company in the principal amount of $
Note 8 - STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY
Equity Transactions
For the three months ended March 31, 2026, we did not have any sales transaction for Common Stock under our registration statement on Form S-3 that was declared effective on July 7, 2025.
For
the three months ended March 31, 2025, we sold shares of our Common Stock for proceeds of $
Series A Preferred Stock
On
August 4, 2025, we entered into the Exchange Agreements with Hensley & Company, an entity affiliated with Andrew K. McCain, a director
of our company, and JC Associates, Inc. (the “Exchange Agreements”). Pursuant to the Exchange Agreements, the holders exchanged
certain outstanding convertible notes, as amended from time to time, with aggregate principal and accrued interest of approximately $
On
November 6, 2025, Hensley and JC Associates converted all outstanding shares of Series A Preferred Stock, together with $
| 14 |
Series B Preferred Stock
On
September 24, 2025, we entered into the Purchase Agreement with B. Riley, pursuant to which we may sell up to $
During
the year ended December 31, 2025, we issued shares of Series B Preferred Stock to B. Riley pursuant to the Purchase Agreement for
cash proceeds of $
Warrants
The following table summarizes warrant activity for the three months ended March 31, 2026:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Expired or cancelled | - | - | ||||||||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||||||
| Exercisable at March 31, 2026 | $ | |||||||||||||||
Note 9 – STOCK-BASED COMPENSATION
2023 Equity Incentive Plan
Our 2023 Equity Incentive Plan (the “2023 Plan”), which replaced our 2019 Equity Incentive Plan (the “2019 Plan”), became effective on September 13, 2023. On December 10, 2025, our stockholders approved an amendment to our 2023 Plan to increase the number of shares of our Common Stock, par value $ per share, available for issuance under the 2023 Plan by ten million () shares (the “Plan Amendment”). The Plan Amendment was previously adopted by our Board of Directors on October 31, 2025.
Stock Options
We grant stock options vesting solely upon the continued service of the recipient. We recognize the accounting grant date fair value of equity-based awards as compensation expense over the required service period of each award, which is generally to years. Stock options expire years from the date of grant.
| 15 |
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | $ | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | |||||||||||||||
| Expired or cancelled | ( | ) | - | - | ||||||||||||
| Outstanding at March 31, 2026 | $ | $ | ||||||||||||||
| Exercisable at March 31, 2026 | $ | $ | ||||||||||||||
The aggregate intrinsic value for stock options outstanding and exercisable is defined as the positive difference between the fair market value of our Common Stock and the exercise price of the stock options.
Total stock-based compensation expense related to the stock options was $ and $ for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was unrecognized compensation expense of $ with a weighted average recognition period of years related to the stock options. The total intrinsic value of options exercised during the three months ended March 31, 2026 and 2025, was .
The weighted-average grant-date fair value of stock options granted during the three months ended March 31, 2026 was $. During the three months ended March 31, 2026, options vested, net of forfeitures.
Restricted Stock Units
We granted restricted stock units (“RSUs”) that only contain a service-based vesting condition that is typically satisfied over four years. We recognize the accounting grant date fair value of equity-based awards as compensation expense over the requisite service period. The fair value of RSUs is determined by the closing price of our Common Stock on the grant date. On June 13, 2025, we granted RSUs with a weighted-average grant date fair value of $. During the three months ended March 31, 2026, RSUs were forfeited due to employee termination. At March 31, 2026, RSUs were outstanding. Total stock-based compensation expense related to the RSUs was $ for the three months ended March 31, 2026. As of March 31, 2026, there was unrecognized compensation expense of $ with a weighted average recognition period of years related to the RSUs.
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Legal Claims
There
are no material pending legal proceedings in which we or any of our subsidiaries are a party or in which any of our directors, officers
or affiliates, any owner of record or
Indirect Taxes
We are subject to indirect taxation in some, but not all, of the various states and foreign jurisdictions in which we conduct business. Laws and regulations attempting to subject commerce conducted over the Internet to various indirect taxes are becoming more prevalent, both in the United States and internationally, and may impose additional burdens on us in the future. Increased regulation could negatively affect our business directly, as well as the business of our customers. Taxing authorities may impose indirect taxes on the Internet-related revenue we generated based on regulations currently being applied to similar, but not directly comparable industries. There are many transactions and calculations where the ultimate indirect tax determination is uncertain. In addition, domestic and international indirect taxation laws are complex and subject to change. We may be audited in the future, which could result in changes to our indirect tax estimates. We continually evaluate those jurisdictions in which nexus exists and believe we maintain adequate indirect tax accruals.
As
of March 31, 2026 and December 31, 2025, our accrual for estimated indirect tax liabilities was $
| 16 |
Warranties
Our services are generally warranted to deliver and operate in a manner consistent with general industry standards that are reasonably applicable and materially conform with our documentation under normal use and circumstances.
We offer a limited warranty to select customers, subject to various conditions, to cover certain costs incurred by the customer in case of a security breach. We have entered into an insurance policy to cover our potential liability arising from this limited warranty arrangement. We have not incurred any material costs related to such obligations and have not accrued any liabilities related to such obligations in the unaudited condensed consolidated financial statements as of March 31, 2026 and December 31, 2025.
In addition, we also indemnify certain of our directors and executive officers against certain liabilities that may arise while they are serving in good faith in their company capacities. We maintain director and officer liability insurance coverage that would generally enable us to recover a portion of any future amounts paid.
NOTE 11 – DEBT
Line of Credit
On
January 31, 2024, we entered into a Loan and Security Agreement (the “2024 Loan and Security Agreement”) with Aion, pursuant
to which we may borrow up to $
On
April 14, 2025, we entered into a Loan and Security Agreement (the “2025 Loan and Security Agreement”) with Aion to replace
the 2024 Loan and Security Agreement, pursuant to which we may borrow up to $
As of May 14, 2026, renewal of the 2025 Loan and Security Agreement was pending finalization.
In
relation to the Loan and Security Agreements, we recorded interest expense of $
Term Loans
In
November 2023, we entered into a business loan and security agreement, pursuant to which we obtained a loan with a principal amount of
$
| 17 |
In
June 2024, we entered into a Subordinated Business Loan and Security Agreement (“Subordinated Business Loan Agreement”) with
Agile Capital Funding, LLC (“Agile”), pursuant to which we obtained a loan with a principal amount of $
In
November 2024, we entered into a Note Purchase Agreement, pursuant to which we obtained a loan with a principal amount of $
In
November 2024, we entered into an Intellectual Property Buy-Back Purchase Agreement, pursuant to which we reacquired vCISO, LLC in exchange
for a Promissory Note with a face value of $
As of March 31, 2026 and December 31, 2025, term loans were comprised of the following:
Effective Interest Rates | Maturities | March 31, 2026 | December 31, 2025 | |||||||||||
| Term loans | % | $ | $ | |||||||||||
| Less: current portion | ( | ) | ( | ) | ||||||||||
| Loans payable, net of current portion | $ | $ | ||||||||||||
Convertible Notes Payable
Hensley & Company Convertible Note
In
March 2023, we issued an unsecured convertible note payable to Hensley & Company in the principal amount of $
JC Associates Convertible Notes
In
June 2023, we issued an unsecured convertible note payable in the principal amount of $
In
June 2024, we entered into Amendment #1 to extend the maturity date of the $
| 18 |
In
December 2024, we entered into Amendment #2 to extend the maturity date of the $
In
October 2023, we issued an unsecured convertible note payable in the principal amount of $
In
June 2024, we entered into Amendment #1 to extend the maturity date of the $
In
December 2024, we entered into Amendment #2 to extend the maturity date of the $
Convertible Notes Payable and Warrants
In
December 2024, we entered into a Securities Purchase Agreement (the “Agreement”) with several purchasers (the “Purchasers”).
Pursuant to the Agreement, the Purchasers agreed to purchase an aggregate of up to $
The
Agreement initially funded us with gross proceeds (prior to the
We recorded these convertible notes payable at fair value and recognized the fair value of the conversion feature as a derivative liability upon each tranche of funding. The allocation of fair value to the convertible notes and warrants was made on a relative fair value basis as the free-standing warrants are equity classified.
The conversion feature of the notes payable was determined to be an embedded derivative requiring bifurcation accounting as (1) the feature is not clearly and closely related to the debt host and (2) the feature meets the definition of a derivative under ASC 815. Changes in the fair value of the embedded derivative were recognized in the condensed consolidated statements of operations and comprehensive loss in change in fair value of derivative liability.
During
the three months ended March 31, 2025, $
| 19 |
At March 31, 2026, the principal payments due under the above term loans and line of credit were as follows:
| 2026 (remainder) | $ | |||
| 2027 | ||||
| Total future principal payments | ||||
| Less: current portion of debt | ( | ) | ||
| Debt, net of current portion | $ |
NOTE 12 – CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
For
the three months ended March 31, 2026, one customer represented approximately
As
of March 31, 2026, the same customer that represented approximately
NOTE 13 – FAIR VALUE MEASUREMENT
Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value measurements use market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. Valuation techniques maximize the use of observable inputs and minimize use of unobservable inputs. The accounting guidance for fair value measurements and disclosures establishes a three-level fair value hierarchy:
| ● | Level 1 – Inputs are based on quoted prices in active markets for identical assets and liabilities. | |
| ● | Level 2 – Inputs are based on observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. | |
| ● | Level 3 – One or more inputs are unobservable and significant. |
Financial and nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
We did not have any financial assets or liabilities measured and recorded at fair value on a recurring basis as of March 31, 2026 and December 31, 2025.
NOTE 14 – SUBSEQUENT EVENTS
Refer to Note 1 above regarding discussion about the April 1, 2026 conversion notice submitted by B. Riley regarding the remaining shares of Series B Preferred Stock that are outstanding as of March 31, 2026.
| 20 |
ITEM 2. 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 unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended.
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 its wholly owned subsidiaries. Unless otherwise specified, all dollar amounts are expressed in U.S. dollars.
First Quarter 2026 Highlights
Our operating results for the three months ended March 31, 2026 included the following:
| ● | Total gross profit increased by $42,505 to $1,824,107 for the three months ended March 31, 2026 as compared to $1,781,602 for the three months ended March 31, 2025. | |
| ● | Loss from continuing operations improved to $1,588,906 for the three months ended March 31, 2026 as compared to $5,379,604 for the three months ended March 31, 2025. |
Results of Operations
Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025
Our financial results for the three months ended March 31, 2026 are summarized as follows in comparison to the three months ended March 31, 2025:
| Three Months Ended March 31, | ||||||||||||
| 2026 | 2025 | Variance | ||||||||||
| Revenue: | ||||||||||||
| Security managed services | $ | 5,540,348 | $ | 6,445,233 | $ | (904,885 | ) | |||||
| Professional services | 484,971 | 569,823 | (84,852 | ) | ||||||||
| Cybersecurity software | 195,006 | 147,266 | 47,740 | |||||||||
| Total revenue | 6,220,325 | 7,162,322 | (941,997 | ) | ||||||||
| Cost of revenue: | ||||||||||||
| Security managed services | 1,639,954 | 2,003,847 | (363,893 | ) | ||||||||
| Professional services | 39,370 | 50,192 | (10,822 | ) | ||||||||
| Cybersecurity software | 56,343 | 33,230 | 23,113 | |||||||||
| Cost of payroll | 2,585,299 | 2,752,046 | (166,747 | ) | ||||||||
| Stock-based compensation | 75,252 | 541,405 | (466,153 | ) | ||||||||
| Total cost of revenue | 4,396,218 | 5,380,720 | (984,502 | ) | ||||||||
| Total gross profit | 1,824,107 | 1,781,602 | 42,505 | |||||||||
| Operating expenses: | ||||||||||||
| Professional fees | 689,166 | 513,679 | 175,487 | |||||||||
| Advertising and marketing | 12,562 | 3,730 | 8,832 | |||||||||
| Selling, general, and administrative | 2,348,308 | 2,656,891 | (308,583 | ) | ||||||||
| Stock-based compensation | 218,121 | 317,047 | (98,926 | ) | ||||||||
| Total operating expenses | 3,268,157 | 3,491,347 | (223,190 | ) | ||||||||
| Loss from operations | (1,444,050 | ) | (1,709,745 | ) | 265,695 | |||||||
| Other (expense) income: | ||||||||||||
| Change in fair value of derivative liability | - | 5,387,691 | (5,387,691 | ) | ||||||||
| Loss on extinguishment of convertible notes | - | (839,151 | ) | 839,151 | ||||||||
| Interest expense, net | (127,051 | ) | (8,212,871 | ) | 8,085,820 | |||||||
| Other expense | (17,805 | ) | (5,528 | ) | (12,277 | ) | ||||||
| Total other expense | (144,856 | ) | (3,669,859 | ) | 3,525,003 | |||||||
| Loss from continuing operations | $ | (1,588,906 | ) | $ | (5,379,604 | ) | $ | 3,790,698 | ||||
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Revenue
Security managed services revenue decreased by $904,885, or 14%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the loss of several higher-revenue customers, partially offset by newly acquired customers. While we have added new customers, we cannot assure that new engagements will fully offset lost revenue in the near term or that new customer contracts will be comparable in size, duration, or profitability. We are focused on improving retention and expanding our pipeline, but continued customer attrition or delays in onboarding new customers could materially impact revenue and liquidity.
Professional services revenue decreased by $84,852, or 15%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to fewer customer projects.
Cybersecurity software revenue increased by $47,740, or 32%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the launch of our suite of internally developed cybersecurity software products.
Expenses
Cost of Revenue
Security managed services cost of revenue decreased by $363,893, or 18%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower costs associated with service vendors supporting our existing client base.
Professional services cost of revenue decreased by $10,822, or 22%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to decreased use of outside consultants.
Cybersecurity software cost of revenue increased by $23,113, or 70%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the launch of our suite of internally developed cybersecurity software products.
Cost of payroll decreased by $166,747, or 6%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to headcount reductions.
Stock-based compensation expenses decreased by $466,153, or 86%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to significantly lower grant date fair values of equity awards issued, despite a higher number of grants. The decrease also reflects the impact of forfeitures of awards by terminated employees, which reduced recognized expense.
Operating Expenses
Professional fees increased by $175,487, or 34%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to an increase in accounting and consultant fees, including Customer Advisory Board costs, partially offset by lower audit and legal fees.
Advertising and marketing expenses increased by $8,832 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to increased marketing spend.
| 22 |
Selling, general, and administrative expenses decreased by $308,583, or 12%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower bad debt expense, insurance, and company-used software.
Stock-based compensation expense decreased by $98,926, or 31%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to significantly lower grant date fair values on equity awards issued, despite a higher number of grants. The decrease also reflects the impact of forfeitures of awards by terminated employees, which reduced recognized expense.
Other Expense
Change in fair value of derivative liability decreased by $5,387,691 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 due to the conversion of certain convertible notes into shares of our Common Stock in 2025.
The loss on extinguishment of convertible notes payable decreased by $839,151 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 due to the conversion of all remaining convertible notes payable into Common Stock or Series A Preferred Stock during 2025.
Interest expense decreased by $8,085,820 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the accretion of convertible notes payable and the amortization of debt issuance costs associated with the issuance of certain convertible notes payable during December 2024 and January 2025, which were largely eliminated following the conversion of the remaining convertible notes during 2025.
Other expense increased by $12,277 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to unrealized foreign exchange losses.
Liquidity and Capital Resources
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the three months ended March 31, 2026, we incurred a net loss of $1,588,906, reported cash used in operations of $879,816 and expect to incur further losses through the end of 2026. Further, we have a working capital deficit of $5,523,902 as of March 31, 2026. As a result, substantial doubt about our ability to continue as a going concern exists. Our ability to fund ongoing operations is highly dependent upon raising additional capital through the issuance of equity securities and issuing debt or other financing vehicles. We are evaluating strategies to obtain the required additional funding for future operations. These strategies may include obtaining equity financing, issuing debt or entering into other financing arrangements, and restructuring operations to grow revenues and decrease expenses.
Series B Preferred Stock
On September 24, 2025, we entered into a Preferred Equity Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital I (“B. Riley”)pursuant to which we may sell up to $15.0 million of shares of our Series B Convertible Preferred Stock (the “Series B Preferred Stock”). As of March 31, 2026, B. Riley purchased $2.3 million (2,396 shares) of the Series B Preferred Stock, of which 618 shares have been converted into shares of our Common Stock. Additional issuances under the Purchase Agreement are subject to customary conditions, including market-price/VWAP thresholds and a 9.99% beneficial ownership limitation, and therefore may not be available when needed.
On April 1, 2026, B. Riley delivered a conversion notice for the remaining 1,778 shares of Series B Preferred Stock. Because the notice was delivered at a time when the volume-weighted average price of our Common Stock was below the minimum conversion price of $0.40 per share for ten consecutive trading days, we are obligated to redeem the remaining Series B Preferred Stock and make monthly payments beginning May 1, 2026 equal to one-twelfth of 105% of the $1,778,000 stated value (aggregate $1,866,900, or $155,575 per month) over eleven months. These required cash payments increase our near-term liquidity needs, and we intend to satisfy them through a combination of operating cash flows and additional financing; however, there can be no assurance that sufficient funds will be available on acceptable terms, if at all.
| 23 |
July 2025 Prospectus
On June 26, 2025, we renewed our shelf registration statement on Form S-3 (that was deemed effective on July 7, 2025) (“July 2025 Prospectus”) that contains two prospectuses:
| 1) | a base prospectus that covers the potential offering, issuance, and sale from time to time of our Common Stock, preferred stock, warrants, debt securities, and units in one or more offerings with total proceeds of up to $100,000,000; and | |
| 2) | a sales agreement prospectus covering the potential offering, issuance, and sale from time to time of shares of our Common Stock having aggregate gross sales proceeds of up to $10,380,600 pursuant to our At-the-Market (“ATM”) sales agreement, dated June 14, 2022, with B. Riley Securities, Inc., Stifel, Nicolaus & Company, Incorporated and Boustead Securities, LLC. |
If our public float remains below $75 million, our sales under the shelf are limited to no more than one-third of our public float in any 12-month period. Our ability to raise capital under the shelf or ATM may be limited by our public float, market conditions, and the trading price and volume of our Common Stock.
There can be no assurance that we will be able to obtain additional liquidity when needed or under acceptable terms, if at all. As such, we may be unable to access further equity or debt financing when needed. The ability for us to continue as a going concern is dependent upon our ability to successfully implement our strategies and eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments to the carrying amounts or classification of assets, liabilities, and reported expenses that may be necessary if we are unable to continue as a going concern.
On December 30, 2025, we received a letter from the listing qualifications staff of Nasdaq providing notification that the bid price of our Common Stock had closed below $1.00 per share for the previous 33 consecutive business days and our Common Stock no longer meets the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 calendar days or until June 29, 2026, to regain compliance. To regain compliance, the closing bid price of our Common Stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before June 29, 2026.
If we do not regain compliance with Rule 5550(a)(2) by June 29, 2026, we may be eligible for an additional 180 calendar day compliance period. To qualify, we would need to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq would notify us that our securities would be subject to delisting. In the event of such notification, we may appeal the staff’s determination to delist our securities, but there can be no assurance the Staff would grant our request for continued listing.
The Nasdaq notification has no immediate effect on the listing of our Common Stock on the Nasdaq Capital Market. We intend to actively monitor the bid price of our Common Stock and our minimum market value of listed securities and will consider options available to us to achieve compliance with the Nasdaq listing rules. There can be no assurance that we will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with the other listing standards for the Nasdaq Capital Market.
Material Cash Requirements
Our material cash requirements included the following contractual obligations as of March 31, 2026:
Indebtedness
As of March 31, 2026, the carrying value of our outstanding debt obligations was $2,093,063, substantially all of which is scheduled to mature during the remainder of 2026 and during 2027.
Leases
As of March 31, 2026, the carrying value of our outstanding operating lease obligations was $399,707.
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Sources of Funding to Satisfy Material Cash Requirements
Our principal sources of liquidity are our cash on hand, cash provided by operations, the Purchase Agreement discussed above, and our shelf registration statement on Form S-3 discussed above. Our current cash on hand is not sufficient to satisfy our operating cash needs for the 12 months from the filing of this Quarterly Report on Form 10-Q. We expect to incur further losses through the end of 2026, and there can be no assurance that we will be able to obtain additional liquidity from the Purchase Agreement or our shelf registration statement on Form S-3 when needed or under acceptable terms, if at all.
Working Capital Deficit
Our working capital deficit as of March 31, 2026 in comparison to our working capital deficit as of December 31, 2025, is summarized as follows:
| As of | ||||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Current assets | $ | 2,325,832 | $ | 3,264,224 | ||||
| Current liabilities | 7,849,734 | 7,738,489 | ||||||
| Working capital deficit | $ | (5,523,902 | ) | $ | (4,474,265 | ) | ||
The decrease in current assets is primarily due to a decrease in cash and cash equivalents of $1,055,919. The increase in current liabilities is primarily due to an increase in accounts payable of $492,203, offset by a decrease in accrued expenses and other current liabilities, deferred revenue and line of credit of $93,036, $129,292, and $162,679, respectively.
Cash Flows
Our cash flows for the three months ended March 31, 2026 in comparison to our cash flows for the three months ended March 31, 2025, can be summarized as follows:
| Three Months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (879,816 | ) | $ | (2,953,508 | ) | ||
| Net cash used in investing activities | (8,911 | ) | - | |||||
| Net cash (used in) provided by financing activities | (167,192 | ) | 3,747,779 | |||||
| Net (decrease) increase in cash and cash equivalents | $ | (1,055,919 | ) | $ | 794,271 | |||
Operating Activities
Net cash used in operating activities was $879,816 for the three months ended March 31, 2026 and was primarily due to cash used to fund a net loss of $1,588,906, adjusted for non-cash expenses in the aggregate of $572,414, and additional cash inflow by changes in the levels of operating assets and liabilities, primarily due to an increase in accounts payable and accounts receivable and a decrease in prepaid expenses and other current assets and deferred revenue. Net cash used in operating activities was $2,953,508 for the three months ended March 31, 2025 and was primarily due to cash used to fund a net loss of $5,379,604, adjusted for non-cash expenses in the aggregate of $4,622,938 and additional cash outflow by changes in the levels of operating assets and liabilities, primarily as a result of a decrease in accounts payable, and an increase in prepaid expenses and other current assets.
Investing Activities
Net cash used in investing activities of $8,911 for the three months ended March 31, 2026, was due to purchases of property and equipment. There were no investing activities for the three months ended March 31, 2025.
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Financing Activities
Net cash used in financing activities for the three months ended March 31, 2026 was $167,192, which was primarily due to cash received from borrowings on our line of credit of $6,019,500, offset by $6,182,179 in repayments of our lines of credit. Net cash provided by financing activities for the three months ended March 31, 2025 was $3,747,779, which was primarily due to $1,719,556 from the sale of our Common Stock, cash received from borrowings on our convertible loans payable and line of credit, net of debt issuance costs, of $4,591,358, offset by $2,563,135 in repayments of our loans payable and line of credit.
Critical Accounting Policies and Estimates
Our critical accounting estimates are more fully described in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 30, 2026, and amended on April 2, 2026. There have been no material changes to our critical accounting estimates described in our 2025 Annual Report on Form 10-K, except as discussed below.
Goodwill
Goodwill is assessed for impairment annually, or more frequently, if events occur that would indicate a potential reduction in the fair value of a reporting unit below its carrying value. We perform our annual impairment review of goodwill at the reporting unit level. If we determine the fair value of the reporting unit’s goodwill is less than its carrying value as a result of an annual or interim test, an impairment loss is recognized and reflected in operating income or loss in the consolidated statements of operations during the period incurred.
The price of our Common Stock has continued to decrease subsequent to March 31, 2026. As a result, there is increased risk that goodwill impairment charges could be recorded in the future. Any future impairment charges could adversely impact our financial condition and results of operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Because we are a smaller reporting company, we are not required to provide the information called for by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective. This does not include an evaluation by our independent registered public accounting firm regarding our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are currently not a party to any material legal proceedings.
Item 1A. Risk Factors
We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, and amended on April 2, 2026, risk factors that materially affect our business, financial condition, or results of operations. Except as disclosed below, there have been no material changes from the risk factors previously disclosed.
We have substantial doubt about our ability to continue as a going concern and may be required to make significant cash payments to redeem our Series B Preferred Stock, which could exacerbate our liquidity constraints.
As of March 31, 2026, we had cash and cash equivalents of $640,075 and a working capital deficit of $5,523,902, and we incurred net losses and negative operating cash flows. These conditions raise substantial doubt about our ability to continue as a going concern. In addition, under the terms of our Series B Preferred Stock, a conversion notice delivered on April 1, 2026 triggered a requirement that we redeem the remaining Series B Preferred Stock and make monthly cash payments beginning May 1, 2026 totaling approximately $1,866,900 over eleven months. We expect to require additional capital to fund operations and meet these obligations. If we are unable to raise capital on acceptable terms, or at all, we may be forced to reduce or curtail operations, delay strategic initiatives, or pursue restructuring alternatives.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During
the quarter ended March 31, 2026, none of our directors or officers
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Item 6. Exhibits
*Filed/ furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CISO GLOBAL, INC. | ||
| By: | /s/ David G. Jemmett | |
| David G. Jemmett | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: | May 14, 2026 | |
| By: | /s/ Debra L. Smith | |
| Debra L. Smith | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
| Date: | May 14, 2026 | |
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