CISO Global, Inc.

CISO Global, Inc. operates as a cybersecurity, compliance, and software firm, emphasizing a security-aware workforce culture to provide tailored, product-agnostic cybersecurity solutions. The company aims to become a trusted advisor, aligning solutions with clients' security needs, financial realities, and strategic goals. The cybersecurity industry is characterized by a significant supply and demand imbalance for expert professionals, which CISO Global addresses through acquisitions, direct hiring, and employee incentivization via stock options ¹. The company differentiates itself through a technology-agnostic approach and a focus on acquiring high-demand cybersecurity talent, expanding both service capabilities and global reach ¹. CISO Global serves over 437 clients across diverse sectors ¹.

The core business model revolves around generating revenue from a comprehensive suite of cybersecurity services and proprietary software. The company's offerings are structured around four pillars: Proprietary Software Stack, Compliance, Cybersecurity, and Organizational Culture ¹. Revenue is primarily derived from recurring monthly contracts for dedicated employees, rather than traditional consulting models ¹. Primary customer segments include large enterprises, government entities, and high-value networks ¹. The company's integrated service model is designed to enhance revenue capture and operational efficiency, leading to improved profitability and stronger client retention ¹.

CISO Global's product and service lines are categorized into Security Managed Services, Professional Services, and Cybersecurity Software. Security Managed Services, which generated $23,773,050 ² in revenue for the year ended December 31, 2025, include compliance services (e.g., CMMC, FISMA, HIPAA, NIST), cyber defense operations (24/7 SOC, MDR, XDR, SIEM, Patch and Vulnerability Management), and secured managed services (secure network architecture, proprietary software solutions, incident remediation, advanced firewall management) ¹. Professional Services, contributing $2,240,719 ² in revenue, encompass incident response and digital forensics, as well as security testing and training, including red team/purple team penetration testing and industry-recognized certifications ¹. Cybersecurity Software, with revenue of $592,229 ², includes CISO Edge (AI-driven cloud security), CHECKLIGHT® Security Monitoring (proactive endpoint threat detection with a financial warranty), and Argo Security Management (a platform for aggregating security data across various services) ¹.

For the fiscal year ended December 31, 2025, CISO Global reported total revenue of $26,605,998 ², a decrease from $30,750,695 ² in the prior year. Total gross profit increased to $6,819,977 ² from $4,507,645 ² in 2024. The company's gross margin for 2025 was approximately 25.6% ², compared to approximately 14.7% ² in 2024. Loss from operations significantly improved to $(8,785,052) ² from $(14,589,635) ² in 2024. Net loss for the year was $(8,073,930) ², an improvement from $(24,243,919) ² in the previous year. Basic net loss per common share was $(0.30) ², and diluted net loss per common share was $(0.42) ². As of December 31, 2025, cash and cash equivalents stood at $1,695,994 ³, with total current liabilities of $7,738,489 ³, resulting in a working capital deficit of $4,474,265 ³. Total debt, including loans payable and line of credit, was $2,260,255 ⁴ as of December 31, 2025. Net cash used in operating activities was $(7,971,902) ⁵.

Year-over-year, total revenue decreased by $4,144,697 ², or approximately 13.5%. Security managed services revenue decreased by $3,986,159 ², or 14%, primarily due to the loss of several higher-revenue customers, partially offset by new customer acquisitions ². Professional services revenue decreased by $309,958 ², or 12%, due to fewer customer projects ². In contrast, cybersecurity software revenue increased by $151,420 ², or 34%, driven by the initial launch of internally developed software products ². Gross profit increased by $2,312,332 ², or approximately 51.3%, largely due to a decrease in cost of revenue, particularly in security managed services (down $1,973,745 ² or 21%) and professional services (down $234,798 ² or 50%), attributed to lower personnel-related costs and reduced consultant use ². Operating expenses decreased by $3,492,251 ², or approximately 18.3%, primarily from reductions in selling, general, and administrative expenses and stock-based compensation ².

During the reported period, CISO Global completed several significant operational developments. On August 4, 2025, the company exchanged outstanding convertible notes with an aggregate principal and accrued interest of approximately $9,297,894 ⁶ for 9,297,894 ⁶ shares of newly authorized Series A Preferred Stock ⁶. Subsequently, on November 6, 2025, all 9,297,894 ⁶ outstanding shares of Series A Preferred Stock, along with $222,815 ⁶ in accrued and unpaid dividends, were converted into 9,520,709 ⁶ shares of common stock ⁶. On September 24, 2025, CISO Global entered into a Preferred Equity Purchase Agreement with B. Riley Principal Capital I, granting the company the right to sell up to $15.0 million ⁷ of Series B Preferred Stock over an eighteen-month period ⁷. As of December 31, 2025, 2,396 ⁸ shares of Series B Preferred Stock were issued for cash proceeds of $1,774,935 ⁸, net of offering costs ⁸. Additionally, 315 ⁸ shares of Series B Preferred Stock were converted into 624,794 ⁸ shares of common stock ⁸. The company also launched its suite of internally developed cybersecurity software products, contributing to the 34% ² increase in cybersecurity software revenue ².

CISO Global's ability to fund ongoing operations and achieve profitability is highly dependent on raising additional capital through equity issuance, debt, or other financing arrangements, and restructuring operations to grow revenues and decrease expenses ⁹. The company expects to incur further losses through the end of 2026 ⁹. As of March 27, 2026, the company maintained cash resources of approximately $1,013,225 ¹⁰.

A major growth area for CISO Global is the commercialization and scaling of its proprietary intellectual property, which will be the primary focus in Phase III of its growth strategy, commencing in 2026 ¹. The company plans to accelerate growth through product-led strategies, optimizing the user experience and enabling hands-free purchasing via digital interfaces ¹. This approach is expected to expand the client base while reducing the demand on the services team, driving efficiency and scalability ¹. The company anticipates that expanding its technology offerings will concurrently increase revenue and operating margins ¹. The scalability of its intellectual property-driven solutions is expected to position the company to capture a larger share of the cybersecurity market while maintaining high levels of profitability ¹.

CISO Global is also focused on expanding service offerings to its existing client base, noting that it has only penetrated approximately 20% ¹ of its 437 ¹ clients for multiple services. This presents a substantial revenue growth opportunity through cross-selling and upselling high-value services ¹. The company is also building and expanding a strong channel and partnership ecosystem to acquire new clients and foster long-term relationships ¹.

Operationally, CISO Global anticipates increasing revenue and operating margins concurrently as it expands its technology offerings ¹. The company believes the scalability of its intellectual property-driven solutions will allow it to capture a larger market share while maintaining high profitability ¹. The company's strategy includes continued investment in intellectual property and innovative technologies, which are seen as key drivers of value creation ¹.

Regarding capital allocation, CISO Global plans to fund operations through available net operating cash flows and future capital raises, which may include issuing equity or other securities ¹⁰. The company does not intend to pay cash dividends in the foreseeable future, planning to retain all earnings to provide funds for operations ¹¹. The company has a shelf registration statement on Form S-3, effective July 7, 2025, covering potential offerings of common stock, preferred stock, warrants, debt securities, and units with total proceeds of up to $100,000,000 ¹². Additionally, it has a sales agreement prospectus for up to $10,380,600 ¹² in gross sales proceeds of common stock through an At-the-Market (ATM) sales agreement ¹².

CISO Global faces substantial doubt about its ability to continue as a going concern due to recurring operating losses, negative cash flows from operations, and a working capital deficit of $4,474,265 ³ as of December 31, 2025 ⁹. The company will need to raise additional capital to realize its business plan and growth strategy, and failure to do so could adversely impact operations ¹⁰. The cybersecurity industry experiences a shortage of qualified professionals, making recruitment and retention of key management and technical personnel critical and challenging ¹. The company's dependence on a single customer for approximately 10% ¹³ of total revenue and 17% ¹⁴ of accounts receivable as of December 31, 2025, exposes it to significant concentration risk ¹. Sales cycles can be long and unpredictable, requiring considerable time and expense, which introduces uncertainty into revenue forecasting ¹. The company's revenue recognition model, where subscriptions are recognized ratably over the term, means that downturns or upturns in new business are not immediately reflected in operating results ¹. Failure to meet service level commitments under customer contracts could lead to partial refunds or contract terminations ¹. The business involves significant risks and uncertainties that may not be fully covered by insurance or indemnification ¹. The company operates in a highly competitive industry with many competitors possessing greater financial, technical, and operational resources ¹. The success of the business depends on its ability to protect its intellectual property and proprietary technologies, and it anticipates increased competition and potential infringement as it gains market visibility ¹. Increasingly complex cybersecurity regulations and standards may require substantial investment in development capabilities and could negatively impact profitability ¹. The company may become subject to disputes and litigation, which could negatively impact business and financial condition ¹. If additional debt is incurred, it will be subject to restrictive covenants and debt service obligations ¹. The requirements of being a public company, including compliance with Exchange Act and Sarbanes-Oxley Act, may strain resources and increase costs ¹. The auditor's opinion on the financial statements for the year ended December 31, 2025, contains an explanatory paragraph regarding the going concern uncertainty ⁹. The market price of the common stock is volatile and may fluctuate disproportionately to operating performance ¹. Future sales of common stock by existing stockholders could depress the market price ¹. The company received a Nasdaq notification on December 30, 2025, that its common stock bid price had closed below $1.00 ¹⁵ for 33 ¹⁵ consecutive business days, failing to meet the minimum bid price requirement, and has until June 29, 2026 ¹⁵, to regain compliance ¹⁵.

Management's message to shareholders emphasizes a strategic shift towards fueling organic growth through the commercialization and scaling of proprietary intellectual property, particularly in Phase III of its growth strategy, which is planned for 2026 ¹. The company aims to accelerate growth through product-led strategies, optimizing user experience and enabling hands-free purchasing via digital interfaces, which is expected to expand the client base while reducing demand on the services team, thereby driving efficiency and scalability ¹. Management anticipates that as technology offerings expand, revenue and operating margins will increase concurrently, positioning the company to capture a larger share of the cybersecurity market with high profitability ¹. The overall tone suggests a commitment to innovation and operational excellence to deliver sustainable, long-term growth and provide best-in-class cybersecurity solutions ¹. Management explicitly states that the company expects to incur further losses through the end of 2026 ⁹ and that its ability to fund ongoing operations is highly dependent upon raising additional capital through equity securities and issuing debt or other financing vehicles ⁹. The three strategic priorities highlighted are: (1) leveraging synergies from historical acquisitions to expand service offerings and capitalize on cross-selling opportunities within its existing client base of over 437 clients, where only approximately 20% ¹ are currently penetrated for multiple services; (2) developing and commercializing proprietary intellectual property, including AI and ML technologies, to provide differentiated solutions and drive organic growth; and (3) building and expanding a strong channel and partnership ecosystem to acquire new clients and foster long-term relationships ¹.