CISO on Nasdaq
CISO Global, Inc.
CISO Global, Inc. is an American management consulting services company based in Scottsdale.2
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Last updated Oct 21, 2026.
Overview
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- TickerCISO on Nasdaq2
- IndustryServices-Management Consulting Services2
- HeadquartersScottsdale, United States2
- Incorporated inDE3
- Business address6900 E. Camelback Road, Suite 240, Scottsdale, Az 852513
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
- Legal formCorporation2
- LEI529900I1NC6HONGMEN982
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered addressc/o Capitol Services, Inc., 108 Lakeland Avenue, 19901 Dover, United States2
- Registered withDivision of Corporations, Department of State, 71791542
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U.S.-based, 24/7 SOC leverages advanced technology and expert analysis to provide real-time threat detection, response, and mitigation.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Security Managed Services brought in 89% of the revenue CISO Global, Inc. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2024 | 2025 |
|---|---|---|
| Security Managed Services | $27.8M | $23.8M |
| Professional Services | $2.6M | $2.2M |
| Cybersecurity Software | $440.8K | $592.2K |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue65¢$19.8M
- Selling, general and admin35¢$10.6M
Out of $26.6M in revenue.5 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Total revenue | $26.6M | $30.8M |
| Total cost of revenue | $19.8M | $26.2M |
| Total gross profit | $6.8M | $4.5M |
| Professional fees | $1.7M | $1.3M |
| Advertising and marketing | $1.0M | |
| Selling, general and administrative | $10.6M | $13.1M |
| Stock-based compensation | $2.3M | $4.7M |
| Total operating expenses | $15.6M | $19.1M |
| Loss from operations | -$8.8M | -$14.6M |
| Gain on extinguishment of convertible notes, net | $4.4M | |
| Loss on issuance of convertible notes | -$1.0M | |
| Change in fair value of derivative liability | $5.5M | -$593.1K |
| Interest expense, net | -$9.2M | -$3.6M |
| Other income (expense) | $11.9K | -$116.1K |
| Total other income (expense) | $711.1K | -$5.3M |
| Loss from continuing operations before income taxes | -$8.1M | -$19.9M |
| Loss from continuing operations | -$8.1M | -$19.9M |
| Loss from discontinued operations, net of income taxes | -$4.3M | |
| Net loss | -$8.1M | -$24.2M |
| Continuing operations | -$0 | -$2 |
| Discontinued operations | -$0 | |
| Net loss per share | -$0.30 | -$2.03 |
| Continuing operations | -$0 | -$2 |
| Discontinued operations | -$0 | |
| Net loss per share | -$0.42 | -$2.03 |
| Basic | 30.1M shares | 12.0M shares |
| Diluted | 30.6M shares | 12.0M shares |
| Foreign currency translation adjustments | -$5.9K | -$4.8K |
| Other comprehensive loss | -$5.9K | -$4.8K |
| Comprehensive loss | -$8.1M | -$24.2M |
| Loss on disposal | $3.2M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2024-02-29 | 2023-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $1.7M | $992.6K | ||
| Accounts receivable, net of allowance for credit losses of $60,551 and $124,434 at December 31, 2025 and 2024, respectively | $1.2M | $1.8M | ||
| Prepaid cost of revenue | $70.2K | $334.1K | ||
| Prepaid expenses and other current assets | $205.0K | $137.7K | ||
| Contract assets | $92.0K | $179.1K | ||
| Total Current Assets | $3.3M | $3.5M | ||
| Property and equipment, net | $450.1K | $730.5K | ||
| Operating lease right-of-use assets, net | $370.3K | $537.2K | ||
| Intangible assets, net | $881.1K | $1.8M | ||
| Goodwill | $19.9M | $19.9M | ||
| Prepaid cost of revenue, net of current portion | $30.0K | $73.0K | ||
| Other assets | $132.0K | $129.9K | ||
| Total Assets | $25.0M | $26.7M | ||
| Accounts payable | $2.7M | $6.1M | ||
| Accrued expenses and other current liabilities | $1.6M | $3.5M | ||
| Deferred revenue | $1.0M | $1.4M | ||
| Lease liabilities | $181.5K | $170.3K | ||
| Loans payable | $84.0K | $2.7M | ||
| Line of credit | $2.2M | $2.0M | ||
| Derivative liability | $2.1M | |||
| Total Current Liabilities | $7.7M | $25.0M | ||
| Deferred revenue, net of current portion | $33.7K | $84.4K | ||
| Loans payable, net of current portion | $3.6K | $37.3K | ||
| Lease liabilities, net of current portion | $260.6K | $428.1K | ||
| Total Liabilities | $8.0M | $25.5M | ||
| Common Stock, $.00001 par value; 300,000,000 shares authorized; 45,173,774 and 12,324,003 shares issued at December 31, 2025 and 2024, respectively; 44,671,637 and 11,821,866 outstanding at December 31, 2025 and 2024, respectively | $451 | $123 | ||
| Additional paid-in capital | $205.5M | $183.7M | ||
| Treasury stock, at cost (502,137 shares) | -$290.7K | -$290.7K | ||
| Accumulated other comprehensive loss | -$10.7K | -$4.8K | $1.3M | |
| Accumulated deficit | -$190.3M | -$182.3M | ||
| Total Stockholders Equity | $14.8M | $1.1M | $16.1M | |
| Total Liabilities and Stockholders Equity | $25.0M | $26.7M | ||
| Accounts receivable, allowance | $60.6K | $124.4K | ||
| Common stock, par value | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized | 300.0M shares | 300.0M shares | ||
| Common stock, shares issued | 45.2M shares | 12.3M shares | 15 shares | |
| Common stock, shares outstanding | 44.7M shares | 11.8M shares | ||
| Treasury stock, common shares | 502.1K shares | 502.1K shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-02-29 | 2023-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $1.7M | $992.6K | ||
| Accounts receivable, net of allowance for credit losses of $60,551 and $124,434 at December 31, 2025 and 2024, respectively | $1.2M | $1.8M | ||
| Prepaid cost of revenue | $70.2K | $334.1K | ||
| Prepaid expenses and other current assets | $205.0K | $137.7K | ||
| Contract assets | $92.0K | $179.1K | ||
| Total Current Assets | $3.3M | $3.5M | ||
| Property and equipment, net | $450.1K | $730.5K | ||
| Operating lease right-of-use assets, net | $370.3K | $537.2K | ||
| Intangible assets, net | $881.1K | $1.8M | ||
| Goodwill | $19.9M | $19.9M | ||
| Prepaid cost of revenue, net of current portion | $30.0K | $73.0K | ||
| Other assets | $132.0K | $129.9K | ||
| Total Assets | $25.0M | $26.7M | ||
| Accounts payable | $2.7M | $6.1M | ||
| Accrued expenses and other current liabilities | $1.6M | $3.5M | ||
| Deferred revenue | $1.0M | $1.4M | ||
| Lease liabilities | $181.5K | $170.3K | ||
| Loans payable | $84.0K | $2.7M | ||
| Line of credit | $2.2M | $2.0M | ||
| Derivative liability | $2.1M | |||
| Total Current Liabilities | $7.7M | $25.0M | ||
| Deferred revenue, net of current portion | $33.7K | $84.4K | ||
| Loans payable, net of current portion | $3.6K | $37.3K | ||
| Lease liabilities, net of current portion | $260.6K | $428.1K | ||
| Total Liabilities | $8.0M | $25.5M | ||
| Common Stock, $.00001 par value; 300,000,000 shares authorized; 45,173,774 and 12,324,003 shares issued at December 31, 2025 and 2024, respectively; 44,671,637 and 11,821,866 outstanding at December 31, 2025 and 2024, respectively | $451 | $123 | ||
| Additional paid-in capital | $205.5M | $183.7M | ||
| Treasury stock, at cost (502,137 shares) | -$290.7K | -$290.7K | ||
| Accumulated other comprehensive loss | -$10.7K | -$4.8K | $1.3M | |
| Accumulated deficit | -$190.3M | -$182.3M | ||
| Total Stockholders Equity | $14.8M | $1.1M | $16.1M | |
| Total Liabilities and Stockholders Equity | $25.0M | $26.7M | ||
| Accounts receivable, allowance | $60.6K | $124.4K | ||
| Common stock, par value | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized | 300.0M shares | 300.0M shares | ||
| Common stock, shares issued | 45.2M shares | 12.3M shares | 15 shares | |
| Common stock, shares outstanding | 44.7M shares | 11.8M shares | ||
| Treasury stock, common shares | 502.1K shares | 502.1K shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$8.1M | -$24.2M |
| Stock-based compensation - stock options | $3.5M | $9.0M |
| Stock-based compensation - stock issued for services | $438.9K | $57.9K |
| Non-cash interest expense | $9.6M | $364.7K |
| Depreciation and amortization | $1.2M | $2.4M |
| Non-cash operating lease costs | $166.8K | $285.3K |
| Bad debt expense | $46.7K | $93.8K |
| Loss on assets held for sale | $3.2M | |
| Change in fair value of derivative liability | -$5.5M | $593.1K |
| Gain on extinguishment of convertible notes, net | -$4.4M | |
| Loss on issuance of convertible notes | $1.0M | |
| Other | $1.8K | $117.1K |
| Accounts receivable | $589.7K | $2.3M |
| Inventory | $161.6K | |
| Contract assets | $87.1K | $18.6K |
| Prepaid expenses and other assets | $237.6K | $72.2K |
| Accounts payable | -$3.4M | -$179.2K |
| Accrued expenses and other current liabilities | -$1.9M | $784.8K |
| Lease liabilities | -$156.3K | -$277.5K |
| Deferred revenue | -$391.3K | $391.6K |
| Net cash used in operating activities | -$8.0M | -$3.8M |
| Purchases of property and equipment | -$7.5K | -$83.1K |
| Net cash used in investing activities | -$7.5K | -$83.1K |
| Proceeds from sales of common stock, net of offering costs | $2.8M | $154.9K |
| Proceeds from stock option exercises | $3.1K | |
| Proceeds from issuance of Series B Preferred Stock, net of offering costs | $1.8M | |
| Proceeds from exercises of warrants | $1.9M | |
| Proceeds from loans payable | $6.1M | |
| Proceeds from convertible notes payable | $4.0M | $2.5M |
| Proceeds from line of credit | $19.5M | $3.0M |
| Payments on line of credit | -$19.3M | -$1.1M |
| Payments on loans payable | -$1.7M | -$6.2M |
| Payments of debt issuance costs | -$408.6K | -$579.0K |
| Net cash provided by financing activities | $8.7M | $3.9M |
| Effect of exchange rates on cash and cash equivalents | -$59.2K | |
| Net increase (decrease) in cash and cash equivalents | $703.4K | -$69.9K |
| Interest | $817.4K | $2.7M |
| Operating lease assets obtained in exchange for operating lease liabilities | $60.2K | |
| Common stock issued as a lending discount | $122.0K | |
| Common stock issued in exchange for services | $438.9K | |
| Debt conversion to equity - common stock | $9.0M | |
| Debt conversion to equity - Series A Preferred Stock | $4.0M | |
| Conversion of Series A Preferred Stock to common stock | $4.0M | |
| Conversion of Series B Preferred Stock to common stock | $302.4K | |
| Accretion of Series B Preferred Stock to redemption value | $699.4K |
No quarter-by-quarter statement was filed.
Corporate structure
CISO Global, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of CISO Global, Inc.
- Hensley & Co Filed SCHEDULE 13D on CISO Global, Inc., latest Dec 31, 2025 (2 filings since Sep 12, 2025)
- JC Associates, Inc. Filed SCHEDULE 13G/A on CISO Global, Inc., latest Dec 29, 2025 (2 filings since Sep 9, 2025)
- CISO Global, Inc. Scottsdale, Arizona, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What CISO Global, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $1.3M5 Dec 31, 2025 | $1.4M5 Dec 31, 2024 | −4.0% |
| Accumulated depreciation | $889.5K5 Dec 31, 2025 | $664.8K5 Dec 31, 2024 | +33.8% |
| Property and equipment, net | $450.1K5 Dec 31, 2025 | $730.5K5 Dec 31, 2024 | −38.4% |
| Operating-lease assets (leased space) | $370.3K5 Dec 31, 2025 | $537.2K5 Dec 31, 2024 | −31.1% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $1.7M5 Dec 31, 2025 | $992.6K5 Dec 31, 2024 | +70.9% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $19.9M5 Dec 31, 2025 | $19.9M5 Dec 31, 2024 | 0% |
| Intangible assets, net (excluding goodwill) | $881.1K5 Dec 31, 2025 | $1.8M5 Dec 31, 2024 | −51.1% |
| Finite-lived intangibles, gross | $7.4M5 Dec 31, 2025 | $7.4M5 Dec 31, 2024 | 0% |
| Accumulated amortization | -$6.5M5 Dec 31, 2025 | -$5.5M5 Dec 31, 2024 | −16.6% |
| Finite-lived intangibles, net | $881.1K5 Dec 31, 2025 | $1.8M5 Dec 31, 2024 | −51.1% |
Properties, in its own words
Our corporate headquarters is in Scottsdale, Arizona where we currently lease approximately 3,300 square feet of office space. We lease one additional office, which we believe is not material to our operations.
We believe our existing facilities are sufficient for our current needs. Although 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 2 of the 10-K filed Mar 30, 2026.4
Leadership
Who has led CISO Global, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerDavid Grant Jemmett Mar 30, 2023 to now13
- Chief financial officerDebra Smith Mar 30, 2023 to Mar 30, 202314
- Chief operating officerDavid A. Bennett Mar 30, 2023 to Mar 30, 202315
- Chief operating officerKyle J. Young Apr 21, 2023 to Apr 21, 202316
Board members and other officers (10)
- OfficerAshley Nicole Devoto Mar 30, 2023 to Mar 30, 202317
- Board memberAndrew Hancox Dec 30, 2025 to now18
- Board memberMohsen Khorassani Dec 30, 2025 to now19
- Board memberAndrew K. McCain Mar 30, 2023 to now20
- Board memberAshley Nicole Devoto Mar 30, 2023 to Mar 30, 202317
- Board memberDavid Grant Jemmett Mar 30, 2023 to now13
- Board memberErnest M. Vandeweghe Iii. Mar 30, 2023 to Mar 30, 202321
- Board memberReid Scott Holbrook Mar 30, 2023 to Mar 30, 202322
- Board memberRobert C. Oaks Mar 30, 2023 to Mar 30, 202323
- Board memberStephen H. Scott Jr. Mar 30, 2023 to Mar 30, 202324
Named in SEC Form D filings
People the company listed in its private-offering notices.
Former names
- CERBERUS CYBER SENTINEL CORPMay 28, 2019 to Apr 4, 20233
Timeline
- Jul 6, 20268-K Listing notice or transfer27
- Apr 8, 20268-K Regulation FD disclosure; Other events28
- Jan 16, 20268-K Bylaws or fiscal year changed29
- Jan 2, 20268-K Listing notice or transfer30
- Dec 29, 20258-K Executive or director change31
- Dec 16, 20258-K Executive or director change; Shareholder vote; Regulation FD disclosure32
- Oct 21, 20258-K Director nominations33
- Sep 29, 20258-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed34
- Aug 5, 20258-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed35
- Jun 3, 20258-K Other events36
- May 2, 20258-K Listing notice or transfer37
- Apr 28, 20258-K Shareholder vote38
- Mar 30, 2023New chief executive David Grant Jemmett becomes CEO13
- Mar 5, 2019Founded CISO Global, Inc. is founded2
Calendar
Coming up
- Nov 12, 2026Reports results for the quarter ending Sep/202639
When it reported results
- Mar 20, 2023Reported quarterly or annual results40
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
183 filings to the SEC since October 2021: 7 annual reports, 15 quarterly reports, 61 major events, 28 insider forms, 4 large holders, 3 private raises, 65 other. The latest 20:
- Oct 7, 2026ARS EDGAR
- Oct 7, 2026DEFA14A EDGAR
- Oct 7, 2026DEF 14A EDGAR
- Sep 25, 20264 EDGAR
- Sep 25, 2026PRE 14A EDGAR
- Sep 25, 20264 EDGAR
- Sep 25, 20264/A EDGAR
- Sep 25, 20264/A EDGAR
- Sep 25, 20264/A EDGAR
- Aug 14, 202610-Q EDGAR
- Jul 7, 20264/A EDGAR
- Jul 7, 20264/A EDGAR
- Jul 6, 20268-K EDGAR
- May 14, 202610-Q EDGAR
- Apr 8, 20268-K EDGAR
- Apr 2, 202610-K/A EDGAR
- Mar 30, 202610-K EDGAR
- Feb 13, 2026S-8 EDGAR
- Jan 16, 20268-K EDGAR
- Jan 2, 20268-K EDGAR
The 183 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Hensley & CoSCHEDULE 13D, 2 filings Sep 12, 2025 to Dec 31, 202541
- JC Associates, Inc.SCHEDULE 13G/A, 2 filings Sep 9, 2025 to Dec 29, 202542
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Debra L. Smith | 56 | $385.8K | $1.2M43 |
| 2025 | Kyle J. Young | $385.8K | $1.2M43 | |
| 2025 | David G. Jemmett | 59 | $390.4K | $391.3K43 |
| 2024 | Chief Executive Officer | $339.3K | $340.1K43 | |
| 2024 | Chief Financial Officer | $295.3K | $296.1K43 | |
| 2024 | Interim Chief Operating Officer | $295.3K | $296.1K43 |
Money raised
Private offerings the company reported to the SEC on Form D.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How CISO Global, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCISO Global, Inc.1
- CIK0001777319
- Employer ID (EIN)83-42102784
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)8742 Services-Management Consulting Services1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address6900 E. Camelback Road, Suite 240, Scottsdale, AZ 852511
- Phone480-389-34441
- Shares outstanding45,525,655 as of Aug 12, 202612
- Public float$32.0M as of Jun 30, 20254
- AuditorSemple, Marchal & Cooper, LLP, Phoenix, Arizona PCAOB ID 178; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceMay 28, 20191
- Filings213 in all: 8-K (69), 10-Q (20), 3 (12), 4 (10), 10-K (7), CORRESP (7), UPLOAD (7), 4/A (6)1
All 42 form types
424B5 (5), 8-K/A (5), D (4), DEF 14A (4), DEF 14C (4), EFFECT (4), S-8 (4), NT 10-Q (3), PRE 14A (3), PRE 14C (3), S-1/A (3), S-3 (3), 10-12G (2), 10-K/A (2), 424B3 (2), NT 10-K (2), RW (2), S-1 (2), S-8 POS (2), SCHEDULE 13G (2), 10-12G/A (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DEFA14A (1), DEFR14A (1), DEL AM (1), DRS (1), FWP (1), S-3/A (1), SC 14F1 (1), SCHEDULE 13D (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Mar 30, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Oct 7, 2026
Latest 8-K (8-K) Jul 6, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.00001 par value | CISO | Nasdaq |
From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks CISO Global, Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 43 risks under these headings, as written.4
- Risks Related to Our Business and Industry
- Risks Related to Our Common Stock
- We will need to raise capital 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, 2025 and December 31, 2024, and we have limited cash flow. 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 improve 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. If we are unable to recruit and retain key management and technical and sales personnel, our business would be negatively affected.
- 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 have acquired multiple businesses. Our growth strategy is driven by successful acquisitions and integration of additional businesses that provide comparable or complementary services.
- Our business strategy may impose limitations on our ability to accurately forecast future revenue and operating results.
- Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.
- Our dependence on a significant customer for a material portion of our revenue and accounts receivable exposes us to risks that could have a material adverse effect on our business, financial condition, and results of operations.
The other 33 risks
- 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 provide service level commitments under some of our customer contracts. 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.
- 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. Foreign Corrupt Practices Act, and other anti-bribery, anti-corruption, or other matters.
- We may be 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 may adversely impact our business and operating results.
- We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.
- The use of AI technology in our IT infrastructure could improve internal process but poses security and privacy risks.
- 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 the 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, 2025, included in this annual report on Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.
- Risks 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.
- Our ability to access the full amount available under the purchase agreement with B. Riley is not guaranteed, and our broad discretion over the use of any proceeds we receive may not result in improved financial performance or stockholder value.
- The issuance and potential conversion of Series B Preferred Stock may adversely affect our common stockholders and the market price of our common stock, and our obligation to redeem shares of Series B Preferred Stock upon certain triggering events could materially harm our liquidity and financial condition.
- 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 a 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, a consultant and an executive officer 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.
- We do not intend to pay dividends on our common stock.
- Our business could be negatively impacted by stockholder activism.
- Our share price may be volatile, and you may be unable to sell your shares.
Legal proceedings
We are currently not a party to any material legal proceedings.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 14SEC EDGARDebra Smith, Chief financial officer
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- 17SEC EDGARAshley Nicole Devoto, Officer
- 18SEC EDGARAndrew Hancox, Board member
- 19SEC EDGARMohsen Khorassani, Board member
- 20SEC EDGARAndrew K. McCain, Board member
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- 22SEC EDGARReid Scott Holbrook, Board member
- 23SEC EDGARRobert C. Oaks, Board member
- 24SEC EDGARStephen H. Scott Jr., Board member
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- 27SEC EDGARListing notice or transfer
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- 29SEC EDGARBylaws or fiscal year changed
- 30SEC EDGARListing notice or transfer
- 31SEC EDGARExecutive or director change
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- 33SEC EDGARDirector nominations
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- 36SEC EDGAROther events
- 37SEC EDGARListing notice or transfer
- 38SEC EDGARShareholder vote
- 39NasdaqNasdaq calendar
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