CISO Global, Inc. 10-Q

Item 5. Other Information On November 9, 2023, we and our US subsidiaries entered into a Business Loan and Security Agreement (the “Loan Agreement” with LendSpark Corporation (the “Lender”), pursuant to which we obtained a loan with a principal amount of $2,200,000 (the “Loan”) from the Lender. Pursuant to the Loan Agreement, we paid the Lender a $44,000 origination fee. The Loan bears interest at a rate of 53.44% per annum and is payable in 52 weekly installments of $53,731, commencing on November 16, 2023. We may prepay the Loan in whole or in part, but partial repayments do not reduce the total interest payable on the Loan, or $594,000. If the Loan is prepaid in full prior to the 90-day anniversary of the date of the Loan Agreement, the total interest is reduced as follows: (i) if the Loan is repaid within 30 days, the total amount of interest due will be $464,000, (ii) if the Loan is repaid within 60 days, the total amount of interest due will be $508,000, and (iii) if the Loan is repaid within 90 days, the total amount of interest due will be $552,000. Pursuant to the Loan Agreement, we granted the Lender a security interest in all if its assets and the assets of our US subsidiaries (the “Collateral”). Upon the occurrence of an event of default, the Lender may, among other things, accelerate the Loan and declare all obligations immediate due and payable or take possession of the Collateral. The Loan Agreement contains customary representations and warranties, indemnification provisions in favor of Lender, events of default and affirmative and negative covenants, including, among others, covenants that limit or restrict the our ability to, among other things, merge or consolidate. The proceeds from the Loan were used to repay in full the amount owed under Cash Advance Agreement with Cedar Advance, LLC that we entered into in March 2023. In connection with Loan, we entered into a Fee Agreement (the “Fee Agreement”) with the Lender pursuant to which we issued 2,000,000 shares of our common stock, par value $0.00001 per share (the “Shares”) as partial consideration for the Lender’s agreement to enter into the Loan Agreement and extend credit to us. Pursuant to the Fee Agreement, if we repay the Loan in full by (i) December 9, 2023, the Lender will return all of the Shares to us, (ii) January 8, 2023, the Lender will return 1,500,000 of the Shares to us and (iii) February 8, 2024, the Lender will return 1,000,000 of the Shares to us. The Fee Agreement contains customary representations, warranties, agreements and obligations of the parties. The Shares have not been registered under the Securities Act and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. During the quarter ended September 30, 2023, no director or officer of our company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, defined in Item 408 of Regulation S-K). Item 6. Exhibits Exhibit Incorporated by Reference Number Exhibit Description Form Exhibit Filing Date 3.1 Second Amended and Restated By-Laws of the Registrant 8-K 3.1 10/10/2023 10.1# 2023 Equity Incentive Plan S-8 10.2 10/31/2023 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer 31.2 Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer 32.1 Section 1350 Certification of Principal Executive Officer 32.2 Section 1350 Certification of Principal Financial Officer 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) #Management contracts and compensatory plans and arrangements. 29 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: November 13, 2023 By: /s/ Debra L. Smith Debra L. Smith Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: November 13, 2023 30