What changed in this filing

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Item 1. Business

2024-04-16 compared with 2023-03-31 · 204 added, 268 removed, 191 unchanged (71% of the section changed)

otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our,” and “our

company” refer to Cerberus Cyber Sentinel Corporation, a Delaware corporation, and our wholly owned subsidiaries.

Unless otherwise specified, all dollar amounts are expressed in United States dollars.

company” refer to CISO Global, Inc., a Delaware corporation, and our wholly owned subsidiaries.

Unless otherwise specified, all

dollar amounts are expressed in United States dollars.

are a cybersecurity and compliance company comprised of highly trained and seasoned security professionals who work with clients to enhance

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and to help quantify, define, and capture a return on investment from information technology and cybersecurity spending.

Our brand rallies

around the battle cry:

“Cyber security is a Culture, not a Product.”

this set of cybersecurity services allows us to capture more revenue with greater efficiency, facilitating greater profitability and

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Cybersecurity Challenge

the world has become increasingly connected through the Internet and the Internet of Things (“IoT”), cyberattacks have

prevailed and evolved, in different forms, causing uncontainable threats to the integrity and privacy of enterprise and personal

data and resulted in significant economic losses globally.

The McKinsey Global Institute has estimated that approximately 127 new

IoT devices connect to the Internet every second.

A report published by Cybersecurity Ventures stated that damages from global

cybercrime is predicted to hit $10.5 trillion annually by 2025.

Cybersecurity Ventures estimated that a business fell victim to a

ransomware attack every 11 seconds in 2021, up from every 14 seconds in 2019.

As a result, ransomware is one of the fastest growing

types of cybercrime.

Moreover, an Accenture survey reported that 68% of business leaders feel their cybersecurity risks are

Cybersecurity Ventures has also predicted that worldwide global cybersecurity spending will exceed $1.75 trillion

cumulatively from the fiscal years 2021 to 2025.

The New York Times reported that in 2021 there would be 3.5 million unfilled job

openings in the cybersecurity field.

Two years later, despite widespread university and government investments into education programs

and recruitment efforts, the rates are roughly the same.

Continued efforts to bridge the workforce and skills gaps simply

can’t keep up with the ongoing increase in demand.

response to the increasing economic damage caused by heightened cybersecurity risks, regulatory bodies have pushed the

implementation of new cybersecurity legislations, and cyber insurance companies have increased minimum cybersecurity underwriting

requirements, as well as premium costs.

We believe that we are well positioned in a fast-growing industry to provide businesses with a wide scope of

cybersecurity services and with significant opportunities for growth.

currently offer two major types of services to clients including security managed services and professional services.

Managed Services

Our security managed services

include cybersecurity and compliance solutions.

Through our consultative approach, we evaluate the cybersecurity posture and ecosystem

of our clients to expose risks, optimize resources and implement best-fit solutions that are tailored to the business and address their

unique challenges.

offer multiple services in the security managed services portfolio, including the following:

Our compliance practice ensures the customers are implementing the right

controls, properly prioritizing risks, and investing in the appropriate remediation in order to comply and adhere to applicable industry

standards and guidelines, and manage continuous monitoring over time.

We provide the combination of integrated processes and systems,

experienced staff, and innovative technology to help our customers meet those goals.

Our seasoned experts possess the stringent industry

certifications and accreditations that indicate their depth of knowledge in security compliance regulations, frameworks, and controls.

As an authorized Federal Risk and Authorization Management Program (“FedRAMP”) vendor, we bring an insider’s perspective

to the process in the following standards:

provides standardization

to cloud security for Cloud Service Providers.

Department of Homeland Security’s role in administering the implementation of information security policies for federal Executive

Branch civilian agencies, overseeing agencies’ compliance with those policies, and assisting the U.S.

Office of Management

and Budget in developing those policies.

ISO 17021 and ISO 27001:

international standard providing certification bodies with a set of requirements that will enable them to ensure that their management

system certification process is carried out in a competent, consistent, and impartial manner.

Health Insurance Portability

and Accountability Act (“HIPAA”) and Technology for Economic and Clinical Health Act of 2009:

laws regulated by the Department

of Health and Human Services to secure the privacy and confidentiality of protected health information.

a standard administered

by the Payment Card Industry Security Standards Council.

Cybersecurity Framework:

a set of cybersecurity activities, desired outcomes, and applicable informative references common across critical infrastructure

The National Institute

of Standards and Technology (“NIST”):

formally known as a National Bureau of Standards, NIST is a federal agency that

promotes and maintains measurement standards while encouraging and assisting industry and science to develop and use these standards.

Cybersecurity Maturity

Model Certification:

intended to serve as a verification mechanism to ensure that defense industrial base companies implement appropriate

cybersecurity practices and processes to protect federal contract information and controlled unclassified information within their

unclassified networks.

General Data Protection

intended to standardize data protection law across the single market and give people in a growing digital economy greater

control over how their personal information is used.

Service Organization 2:

an auditing procedure that focuses on a business’ non- financial reporting controls related to security, availability, processing,

integrity, confidentiality, and privacy of a system.

Health Information Trust

Alliance comprehensive security framework:

developed in collaboration with healthcare, technology, and information security leaders

to create, access, store, and exchange sensitive and/or regulated data.

the world has become increasingly connected through the Internet, cyberattacks have prevailed and evolved, in different forms,

causing uncontainable threats to the integrity and privacy of enterprise and personal data and resulted in significant economic

losses globally.

A report published by Cybersecurity Ventures stated that damages from global cybercrime is predicted to hit $10.5

trillion annually by 2025.

Cybersecurity Ventures estimated that consumers and organizations will fall victim to a ransomware attack

every two seconds at an approximate cost of $265 billion annually in 2031.

This is up from $20 billion and every 11 seconds in 2021.

As a result, ransomware is one of the fastest growing types of cybercrime.

Moreover, an Accenture survey reported that 68% of

business leaders feel their cybersecurity risks are increasing.

Cybersecurity Ventures has also estimated that worldwide global

cybersecurity spending will exceed $1.75 trillion cumulatively from the fiscal years 2021 to 2025, with $459 billion expected to be spent on an annual basis in 2025.

The New York Times reported that

in 2021 there would be 3.5 million unfilled job openings in the cybersecurity field.

Three years later, despite widespread university

and government investments into education programs and recruitment efforts, the rates are roughly the same, based upon a report from Cybersecurity Ventures, and that disparity between

supply and demand will remain through at least 2025.

In response to the increasing economic damage caused by heightened cybersecurity

risks, regulatory bodies have pushed the implementation of new cybersecurity legislations, and cyber insurance companies have increased

minimum cybersecurity underwriting requirements, as well as premium costs.

We believe that we are well positioned in a fast-growing industry

to provide businesses with a wide scope of cybersecurity services and with significant opportunities for growth.

We support clients from

17 historical acquisitions with expanded service offerings.

With 1,100 clients, this represents a tremendous opportunity for cross-selling

and upselling.

Additionally, we have built and continue to expand an extensive channel and partnership ecosystem, providing training,

support, and partner marketing content to establish reliable streams of new revenue with new clients.

In addition, our strategy around

IP allows us to further penetrate our existing customers, new markets, and opens up additional partnership opportunities.

Cybersecurity

Service Offerings

We offer a comprehensive range of cybersecurity services to protect our clients’ digital assets and ensure compliance

with industry standards and regulations.

Our services fall into two main categories:

Security Managed Services and Professional Services.

Managed Services

Our team has extensive experience in identifying and remediating security

issues in a holistic fashion to quickly affect change on an organizational scale.

We partner with our clients to address the items that

are identified through the course of routine network hygiene or from a security review, penetration test, or incident response.

Our remediation

services resolve vulnerabilities that may introduce risk and lead to adverse outcomes if not addressed.

Examples of issues that we remediate

include rearchitecting computer networks to minimize attack surface, implementing high security password requirements and multi-factor

authentication, applying missing security patches that expose an organization to security attack, or correcting misconfigurations that

can lead to unauthorized access such.

Our services provide customers with a mature methodology for the heavy lifting needed to ensure

that implementing solutions to minimize security risk are done efficiently and effectively.

Our Security Managed Services include the following offerings:

We help clients implement appropriate controls, prioritize risks, and ensure adherence to industry standards and regulations,

such as Cybersecurity Maturity Model Certification (“CMMC”), Federal Risk and Authorization Management Program (“FedRAMP”),

Federal Information Security Modernization Act (“FISMA”), Health

Insurance Portability and Accountability Act of 1996 (“HIPAA”), Health Information Trust Alliance (“HITRUST”),

Import Export Code (“IEC”), Internal Organization for Standardization (“ISO”), National Institute of Standards

and Technology (“NIST”), and more.

Our experienced experts possess relevant certifications and provide continuous monitoring

Defense Operations:

Our U.S.-based SOC provides 24/7 threat monitoring, alerting, validation, and proactive threat hunting.

offer Managed Detection and Response (“MDR”), Extended Detection and Response (“XDR”), Security Information

and Event Management (“SIEM”), and Patch and Vulnerability Management services, ensuring a unified solution for cyber

Managed Services:

We offer SOC-as-a-service, which is a subscription-based service that provides

24x7x365 coverage and overwatch including threat monitoring, alerting, validation, and proactive threat hunting to defend against cyber

Organizations are in need of a cybersecurity program to reduce cyber risk

to the business, but many do not have the capital resources or knowledge base to hire a Chief Information Security Officer to lead the

We offer this to companies on an ongoing managed service basis as a resource to augment their management team.

vCISO services

include road mapping the future state for the client and providing our knowledgeable expertise to help them achieve their security needs.

Our professional services include

an extensive portfolio of tailored advisory solutions.

Our in-depth and uniquely acquired industry expertise allows us to act as a trusted

advisor of our clients to help them lower their risk profile, minimize cost impact, and meet regulatory compliance demands.

We specialize

Response and Forensics:

We focus on identification, investigation, and remediation of cyberattacks.

We specialize in advanced cybersecurity assessments that highlight the

skills and experience of our team’s top-tier talent.

Our customers love us because we routinely identify issues that no one else

does due to our emphasis on real-world manual testing techniques and custom exploit development to uncover new avenues of attack.

approach to penetration testing services strikes the perfect equilibrium between cost, time, and results.

The team of highly skilled testers

utilize the same tools and techniques a malicious cybercriminal would use to try to gain unauthorized access to highly guarded corporate

systems and data to evaluate technical controls and quantify business risks in a meaningful way.

This level of analysis provides business

leaders the knowledge required to not only understand the impact a successful attack might have on their business operations, but also

can validate the effectiveness of existing security controls and justify additional security related investment.

We provide security awareness training that can build a cyber vigilant

culture by equipping users with the tools and techniques required to spot a potential cyberattack in the early stages.

This targets the

root cause for 75% of cyber breach events by starting with a culture of security-first forward thinking.

Cybersecurity Services:

Cyber Vigilance:

Bringing the culture of cybersecurity to an organization is a critical first step of building any resilience to cyber threats.

Through our consulting service, we dive into both the cultural and technical aspects of cybersecurity within the organization, providing meaningful recommendations to rapidly improve cybersecurity posture.

We help our clients build effective policies and best practices, design or enhance a cybersecurity system, and train the executive management team to foster a top-down culture of cybersecurity in order to facilitate diligent implementation of cybersecurity awareness.

and Risk Assessment:

We combine decades of security expertise and in-depth knowledge of how

cyberattackers operate to deliver a thorough security risk gap analysis that identifies real world threats and issues guidance for protection.

We first familiarize ourselves with the customer’s environment, business model, operations, and business drivers to best determine

a customer’s cybersecurity posture in an ever evolving threat landscape.

We then use our advanced threat intelligence, data breach

experience, and analytics to accurately assess the customers unique cybersecurity risk based on their “as is” state.

operate with a holistic mindset, considering every link in the cybersecurity chain from people, processes, and technology, to determine

their ideal “to be” state, aligned with their business goals, compliance requirements, and risk tolerance.

Finally, we collaboratively

devise and develop a strategic cybersecurity plan that takes into account critical priorities to effectively reduce cybersecurity risk

by closing the gap between their “as is” and “to be” states.

This comprehensive awareness of internal systems

and policies provides our customers with a clear understanding of their overall risk as well as the strategies and tools they need to

protect their most valuable assets:

their data and brand reputation.

We offer fully managed Security Managed Services (“SMS”), combining secure network architecture,

our portfolio of internally developed cybersecurity software, SOC services, compliance support, remediation teams, and advanced

firewall management.

Our engineers and architects can manage secure cloud migrations, design new systems, and implement solutions to

minimize security risks efficiently.

Cybersecurity

service and consulting firms operate on various forms of business models.

We do not focus on selling products;

we promote a cybersecurity

Our growth strategy focuses on external acquisition and internal scalability to drive that culture within our customers’

organizations.

Therefore, our revenue streams mainly come from security managed service and professional service fees.

As the cybersecurity

market grows over the years, we continue to see an increasing number of players entering the market with different sets of qualifications.

However, organizations facing cybersecurity issues also usually lack the expertise to identify the right service provider or do not have

the capital resources to hire a qualified CISO.

We believe that this is where our growth opportunity lies since the lack of expertise

leads to information asymmetry, which causes additional noise in the cybersecurity marketplace and exposes organizations to greater risks

if found issues are not mitigated with the right group of experts.

Furthermore, the industry is in need of highly qualified technology

professionals in the cybersecurity field.

A limited pool of talent results in increasing compensation and cost to retain such talent,

which in turn compromises companies’ bottom line profitability and then increases the need to work externally with a partner such

as our company.

According to a Cybersecurity Jobs Report released in 2017 by Herjavec Group, unfilled cybersecurity positions were to be

approximately 3.5 million by 2021.

It has been our intention to capitalize on this gap as our growth opportunity.

external acquisition strategy targets engineer-owned cybersecurity firms in the top U.S.

and international markets with existing revenue

in the range of $2 million to $25 million and profit margin of at least 15% to 25%, although there could be opportunities beyond the

larger end of this range.

We expect each acquisition to be strategic and accretive, and we expect to obtain direct access to a pool of

ready-to-deploy and seasoned cybersecurity talent and enhanced access to a larger client base geographically.

internal scalability strategy will focus on exploring and materializing synergies with the acquired targets.

With strategic acquisitions,

on the topline, we expect to provide a broadened service offering, which translates into more diverse revenue streams and a larger client

We also anticipate that we will be able to broaden our geographical sales coverage and reduce client acquisition costs.

intend to synergize best practices across the platform, which will enhance client experience and client loyalty.

On the bottom line,

we plan to centralize general and administrative support functions in one location, which will significantly improve net margin for all

the service lines.

This will allow our management to focus on sales initiatives and achieve internal operations scalability in a relatively

short period of time.

We estimate that with a typical acquisition, we will realize annual savings on centralized operations, generate

additional revenue from upselling to existing clients, and add revenue from new clients.

In the long term, we expect to become a pure-play

cybersecurity consolidator in the United States.

Professional Services

Our Professional Services include the following offerings:

Incident Response and

Digital Forensics:

Our experienced team specializes in identifying and

remediating cyber attacks, using real-world hacking techniques to investigate the entire environment discreetly, assess the scope

of the attack, and effectively remediate any damages or persistent threats.

Security Testing and

We provide security testing services, including penetration

testing (red team and purple team), attack simulation exercises, and training programs, including CMMC (Certified Cyber Profession

(“CCP”) and Cybersecurity Capability Assessment (“CCA”)), Computing Technology Industry Association (“CompTIA”),

International Information System Security Certification Consortium (“ISC 2 ”), to increase clients’ cybersecurity

readiness and resiliency.

are following a phased growth strategy.

In Phase I, we established a foundation of end-to-end cybersecurity experts through acquiring

niche companies with unparalleled expertise and talent.

Today, our experts span the United States and Latin America and each have their

own special expertise, industry specific knowledge, familiarity with regulatory frameworks and focal areas that fall into four key pillars

of cybersecurity:

risk and compliance, cyber defense operations, security testing and training, and secure IT and architecture.

practice areas, led by a seasoned executive team of industry thought leaders, are enabling us to effectively tackle a rapidly expanding

Phase II of our growth strategy, we are supporting clients from 17 historical acquisitions with expanded service offerings.

a 9% penetration into 1,100 clients for multiple services consumed, this represents a tremendous opportunity for cross-selling and upselling.

Additionally, we have built and continue to expand an extensive channel and partnership ecosystem, providing training, support, and partner

marketing content to establish reliable streams of new revenue with new clients.

II also includes the development and launch of key software-first intellectual property (“IP”) technologies that can effectively address

many of the cybersecurity challenges facing enterprises today.

Leveraging machine learning (“ML”), artificial intelligence (“AI”), deep learning,

and neural net technologies, as well as proprietary DarkNet threat intelligence, we are developing multi-layered cybersecurity

technologies to help drive the cyber effectiveness leading to resiliency.

with a comprehensive team, our focus in Phase III will be fueling organic growth with our intellectual property.

With a complete

portfolio of scalable solutions that are underpinned by an end-to-end team of cybersecurity and compliance experts, we can expand

our technology offerings through product led growth strategies.

Optimizing user experience and hands-free purchasing through digital

interfaces, the company can grow its clients without adding demand to its services team.

Such scalability will serve to increase

revenue and margins concurrently.

are focused on the development of our own Intellectual Property suite which incorporates AI, Neural Nets and the latest generation of

Our portfolio includes the following software-first solutions:

Security Management –

A security management platform which is able to aggregate, then curate security

data in real time from a client’s entire environment, including network asset information, currently deployed cyber tools, SOC,

vulnerability management, secure managed IT and penetration testing data.

Edge Cloud Security Platform –

A cloud-first security solution designed to protect users from untrusted and malicious online threats.

CISO Edge uses advanced

AI deep learning as well as artificial neural networks to provide advanced threat detection and monitoring.

Endpoint Security Monitoring

– A powerful, proactive security monitoring software that detects potential threats to networks

and provides advance alerts so attacks can’t take hold.

Relying on the same cybersecurity software engine used by several federal

agencies, it identifies unauthorized processes associated with fraudulent phishing attacks, hacking, imposter scams, malware, ransomware,

Next Gen VPN – A token exchange-protected remote access solution that replaces traditional VPN connections with enhanced

security and access verification.

Breach Assessment Tool – A next-generation,

analysis tool that applies AI-based automation and ML technologies, which looks beyond vulnerabilities identified by most other technology

to deliver continuous security assessments.

Corporate and Acquisition History

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Arizona 85251.

On October 2, 2019, we filed a registration statement on Form 10-12G with the Securities and Exchange Commission

(“SEC”) to effect registration of our common stock, par value $0.00001 per share, under the Exchange Act.

The registration

statement became effective on December 1, 2019.

substantially expanded our business in recent years through a number of acquisitions.

The following table sets for certain information

October 2, 2019, we filed a registration statement on Form 10-12G with the Securities and Exchange Commission (“SEC”) to

effect registration of our common stock, par value $0.00001 per share, under the Exchange Act.

The registration statement became effective

on December 1, 2019.

On February 29, 2024, our

board of directors approved a 1-for-15 reverse stock split of our common stock.

The record date for the reverse stock split was the

close of business on March 7, 2024, with share distribution occurring on March 8, 2024.

As a result of the reverse stock split,

stockholders received one share of CISO Global, Inc.

common stock, par value $0.00001, for each 15 shares they held as of the record

All share and per share amounts have been retroactively restated for the effects of this reverse stock split.

underlying our outstanding warrants, convertible notes, and options have also been adjusted, and the conversion and exercise prices

have also been adjusted.

have substantially expanded our business in recent years through a number of acquisitions.

The following table sets forth certain information

regarding such acquisitions:

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LLC (“GenResults”)

April 12, 2019

Cybersecurity services.

Cybersecurity

Six Corporation (“VCAB”)

April 12, 2019

LLC (“TalaTek”)

October 1, 2019

Integrated risk management services, including risk

assessments, IT audits, cybersecurity services, and managed compliance services.

risk management services, including risk assessments, IT audits, cybersecurity services, and managed compliance services.

Technologyville,

Managed IT services.

Skies Security, LLC

August 1, 2020

Security assessment and penetration testing.

assessment and penetration testing.

Security, LLC

December 16, 2020

Integrated risk management services.

risk management services.

Acquisition Corporation (“VelocIT”)

August 12, 2021

Integrated risk management services.

risk management services.

Technology Systems, Inc., and

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(collectively, “Atlantic”)

October 1, 2021

Integrated risk management services.

risk management services.

LLC (“RED74”)

November 9, 2021

Integrated risk management services.

risk management services.

Point Equities, Inc.

December 1, 2021

Cybersecurity services.

Cybersecurity

Digital Security, Inc.

(“True Digital”)

January 19, 2022

Cybersecurity and compliance.

Identity management, systems integration and software

engineering, biometrics, vetting, credentialing, and case management.

Application security services, incident response, threat

hunting, and creation and management of security operation centers.

Cybersecurity

and compliance.

management, systems integration and software engineering, biometrics, vetting, credentialing, and case management.

security services, incident response, threat hunting, and creation and management of security operation centers.

Informaticos CUATROi, S.P.A.,

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Columbia, and Lima, Peru

August 25, 2022

Managed services and cybersecurity.

services and cybersecurity.

Networks, S.P.A.,

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and Blue Solutions, LLC

September 1, 2022

Security solutions and managed services.

Aires, Argentina

Peru, Bolivia, and Paraguay

Expected 2023 (3)

Secured managed services.

to our acquisition of GenResults, GenResults was wholly owned by an entity affiliated with

Jemmett, our Chief Executive Officer and a director of our company.

Due to the companies

being under common control, we accounted for the acquisition as a reorganization.

the time of the VCAB Merger, VCAB was subject to a bankruptcy proceeding and had minimal

assets, no equity owners, and no liabilities, except for approximately 1,500 holders of Class

5 Allowed General Unsecured Claims and a holder of allowed administrative expenses (collectively

the “Claim Holders”).

Pursuant to the terms of the VCAB Merger, and in accordance

with the bankruptcy plan, we issued an aggregate of 2,000,000 shares of our common stock

(the “Plan Shares”) to the Claim Holders as full settlement and satisfaction

of their respective claims.

As provided in the bankruptcy plan, the Plan Shares were issued

pursuant to Section 1145 of the United States Bankruptcy Code.

We entered into the VCAB Merger

to increase our stockholder base to, among other things, assist us in satisfying the listing

standards of a national securities exchange.

January10, 2023, we entered into a definitive agreement for the acquisition of RAN Security, which is expected

to close later in the year, subject to the satisfaction of customary closing conditions, including applicable

regulatory approvals.

solutions and managed services.

Cyber Technologies, LLC

services and compliance.

to our acquisition of GenResults, GenResults was wholly owned by an entity affiliated with David G.

Jemmett, our Chief Executive

Officer and a director of our company.

Due to the companies being under common control, we accounted for the acquisition as a reorganization.

the time of the VCAB Merger, VCAB was subject to a bankruptcy proceeding and had minimal assets, no equity owners, and no liabilities,

except for approximately 1,500 holders of Class 5 Allowed General Unsecured Claims and a holder of allowed administrative expenses

(collectively the “Claim Holders”).

Pursuant to the terms of the VCAB Merger, and in accordance with the bankruptcy plan,

we issued an aggregate of 133,334 shares of our common stock (the “Plan Shares”) to the Claim Holders as full settlement

and satisfaction of their respective claims.

As provided in the bankruptcy plan, the Plan Shares were issued pursuant to Section

1145 of the United States Bankruptcy Code.

We entered into the VCAB Merger to increase our stockholder base to, among other things,

assist us in satisfying the listing standards of a national securities exchange.

recent acquisitions have resulted in expansion of our customer base and increased usage within existing customers.

None of our customers

individually accounted for more than 10.0% of our consolidated revenue for the year ended December 31, 2022, nor are we dependent upon

a few major customers.

One of our customers accounted for an aggregate of 20.4% of our consolidated revenue for the year ended December

individually accounted for more than 10.0% of our consolidated revenue for the years ended December 31, 2023 and 2022, nor are we dependent

upon a few major customers.

cybersecurity market is highly fragmented.

In the top quartile, the market is dominated by several major global players, including IBM

Corporation, Cisco Systems, AVG Technologies, Broadcom, and Dell.

The rest of the market is highly competitive without dominant players.

According to MarketsandMarkets.com, North America is expected to continue its hold as the largest market size in the cybersecurity market

through the year 2023.

A report from Statista forecasted the cybersecurity market to grow to $345.4 billion by 2026.

An increasing awareness

of cyber threats has led to a rising investment in cybersecurity infrastructure worldwide.

We primarily compete with established and emerging security product vendors.

market for traditional endpoint and IT operations solutions has historically been competitive, we believe as we look to enter into

adjacent markets and expand our total addressable market, we may face new competitors.

believe we compete favorably with our competitors on the basis of these factors as a result of our intelligence and expertise from

the frontlines, as well as the features and performance of our solutions, the ease of integration of our solutions in diverse IT

environments, the breadth of our services, the integration of our SaaS solution offerings in our platform, the measurement and

reporting capabilities of our validation technologies, and the reputation of our consulting organization.

However, many of our

competitors have substantially greater financial, technical and other resources, greater name recognition, larger sales and

marketing budgets, deeper customer relationships, broader distribution, and larger and more mature intellectual property

face direct competition from all small-to-medium-sized cybersecurity service providers nationwide given the broad service scope we currently

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coverage at a lower cost.

intend to take appropriate steps to protect our intellectual property.

We have registered the trademark “Cyber security is a culture,

not a product,” which has been approved with a registration date of October 29, 2019.

have non-disclosure, confidentiality, and license agreements with employees, contractors, customers and other third parties, which limit

access to and use of our proprietary information.

Though we rely in part upon these legal and contractual protections, as well as various

procedural safeguards, we believe the skill and ingenuity of our employees, and the functionality and frequent enhancements to our solutions

are more important to maintaining our competitive position in the marketplace.

We believe that our intellectual property rights are valuable and important to our business.

We rely on trademarks,

patents, copyrights, trade secrets, license agreements, intellectual property assignment agreements, confidentiality procedures, non-disclosure

agreements, and employee non-disclosure and invention assignment agreements to establish and protect our proprietary rights.

rely in part upon these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees and

the functionality and frequent enhancements to our solutions are larger contributors to our success in the marketplace.

continue to grow our portfolio of intellectual property rights in connection with our products, services, research and development,

and other activities to protect our proprietary technology relevant to our business.

We intend to pursue

additional intellectual property protection to the extent we believe it would be beneficial and cost-effective.

If we become more successful, we believe that competitors will be more likely to try to develop products that are

similar to ours and that may infringe our proprietary rights.

It may also be more likely that competitors or other third parties will

claim that our products infringe their proprietary rights.

In particular, large and established companies in the cybersecurity industry

have extensive patent portfolios and are regularly involved in both offensive and defensive litigation.

From time-to-time, third parties,

including certain of these large companies and non-practicing entities, may assert patent, copyright, trademark, and other intellectual

property rights against us, our channel partners, our cloud platform providers, or our end-customers, whom our standard license and other

agreements obligate us to indemnify against such claims.

Successful claims of infringement by a third party, if any, could prevent us

from distributing certain products or performing certain services, require us to expend time and money to develop non-infringing solutions,

or force us to pay substantial damages (including, in the United States, treble damages if we are found to have willfully infringed patents),

royalties or other fees.

We cannot assure you that we do not currently infringe, or that we will not in the future infringe, upon any

third-party patents or other proprietary rights.

are not aware of any specific regulations that govern cybersecurity firms or the areas in which we operate.

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of December 31, 2023, we had 402 employees, of which 397 were full-time.

In addition, we utilize independent contractors for projects

of short duration or where specialized knowledge or experience is needed for a complex project.

We are not dependent on any independent

contractor, and we believe adequate replacements would be available in the event any such independent contractor becomes unavailable

In addition, we utilize independent contractors for

projects of short duration or where specialized knowledge or experience is needed for a complex project.

We are not dependent on any

independent contractor, and we believe adequate replacements would be available in the event any such independent contractor becomes

unavailable to us.

We believe our relations with our employees is good.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business