CISO Global, Inc. 10-K

ITEM 9A. 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 ensure 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 Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. - 42 - Our management, with the participation of our Chief Executive Officer and Chief 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 on this evaluation, our CEO and CFO concluded that, as of December 31, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports we file or submit 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 CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Limitations on Effectiveness of Controls and Procedures Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the year ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting is a process designed under the supervision of its principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with United States generally accepted accounting principles. Based on our assessment under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. Our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” nor a non-accelerated filer. ITEM 9B. OTHER INFORMATION During the year ended December 31, 2025, 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, as defined in Item 408 of Regulation S-K). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. - 43 - PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth certain information regarding our Directors and Executive Officers. The age of each Director and Executive Officer listed below is given as of March 20, 2026. Name Age Position David G. Jemmett 59 Chief Executive Officer and Director Debra L. Smith 55 Chief Financial Officer Kyle J. Young (4) 43 Interim Chief Operating Officer Andrew K. McCain (1) (2) 63 Director Phillip Balatsos (1) (3) 48 Director Mohsen (Michael) Khorassani (2)(3) 60 Director Andrew Hancox (1) (2) (3) 55 Director (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Governance and Nominating Committee (4) On December 22, 2025, Kyle J. Young tendered his resignation from his position as Interim Chief Operating Officer of our company. His resignation became effective on January 2, 2026. Our Executive Officers David G. Jemmett – Chief Executive Officer and Director Mr. Jemmett has served as our Chief Executive Officer and a director since the company’s formation in March 2019. He founded GenResults in June 2015, which was acquired by our company in April 2019. Prior to this, he served as Chief Executive Officer of NantCloud, LLC in 2014, a provider of secure cloud-hosted applications for healthcare, and as Chief Technology Officer of NantWorks, LLC, the parent company of the “Nant” family of companies. From 2005 to 2013, Mr. Jemmett was the founder and Chief Executive Officer of ClearDATA Networks Corporation, a leading HIPAA-compliant hosting company specializing in healthcare. Mr. Jemmett has deep expertise in both technology and business, having led innovation in the cybersecurity and healthcare technology sectors. He is a recognized leader, having appeared on CBS, CNN, MSNBC, and CSPAN, and testified before the U.S. Senate Subcommittee on Telecommunications and Internet Security in 1998. Mr. Jemmett is also a published author and today sits on the Forbes technology counsel. With extensive leadership experience, a strong technical background, and significant equity ownership, Mr. Jemmett is well-positioned to lead our company and serve as a director. Debra L. Smith – Chief Financial Officer Ms. Smith has served as our Chief Financial Officer since June 2021. Ms. Smith previously served as a director on our Board of Directors from May 2023 to January 2025. Ms. Smith served as our Executive Vice President of Finance and Accounting from February 2021 to June 2021. Prior to joining our company, Ms. Smith served as Executive Vice President of Finance at Arrivia Inc. from January 2020 to February 2021 and Controller, Chief Accounting Officer, and, subsequently, Chief Financial Officer at BeyondTrust from October 2016 to January 2020. Ms. Smith received a Bachelor of Science degree in Accounting, Summa Cum Laude, from DeVry University and a Master’s degree in Counseling with Honors from Argosy University. Kyle J. Young – Interim Chief Operating Officer Mr. Young has served as our Interim Chief Operating Officer since March 2023. Previously Mr. Young served as our Executive Vice President, Operations from January 2022 to March 2023 and as our Vice President, Operations from February 2021 to January 2022. Mr. Young served in various roles at BeyondTrust Software, a U.S.-based cybersecurity vendor, from December 2007 to February 2022, most recently serving as its Vice President, Business and Sales Operations. Mr. Young holds a bachelor’s degree in Speech Communications & Rhetoric from the University of Illinois Urbana-Champaign. On December 22, 2025, Kyle J. Young tendered his resignation from his position as Interim Chief Operating Officer of our company. His resignation became effective on January 2, 2026. Our Directors Mr. Jemmet is also a member of our Board of Directors and information regarding his business experience is described above under the heading “Directors, Executive Officers, and Corporate Governance – Our Executive Officers”. Phillip Balatsos – Director Mr. Balatsos has served as a director of our company since January 2025. As Vice President at XP Investments US LLC, he has significantly expanded the firm’s presence in North America and Europe, achieving a 300% increase in FX revenue. Previously, Mr. Balatsos was Director at Barclays Capital, where he managed high-value institutional relationships and led joint ventures that boosted annual revenues by millions. He began his career at Credit Suisse, rapidly advancing to Vice President supporting hedge fund sales. His entrepreneurial ventures include owning Thomas-Mackey Veterinarian Service, SeaPath Advisory LLC, and TwoMacks Properties LLC, which demonstrate his diverse expertise. He also served on the Board of Directors for Sadot Group Inc., contributing to the company’s strategic growth. Mr. Balatsos holds a Bachelor of Science in Business Administration from Skidmore College and has received leadership recognition in various roles. We believe Mr. Balatsos is qualified for service as a director of our company due to his significant experience with financial markets and his executive and board experience at other companies. Andrew Hancox – Director Mr. Hancox has served as a director since January 2025. As the Founder and Managing Member of Block 8 Ventures, he has successfully invested in over 25 blockchain projects and provided strategic consulting to high-growth companies. Previously, he co-founded Katapult (NASDAQ: KPLTW) and served as COO, raising over $250M in capital and expanding the team to 100+ members. Andrew’s experience includes a role as an analyst at Permian Investment Partners, where he evaluated and recommended equity investments, and as the Co-Founder and CEO of Anderson Audio Visual, growing the company to $40M in sales. His educational background includes studies in Law and Mathematics from Victoria University (New Zealand) and a Private Equity and Investment Banking Program from the Institute of Banking and Finance (New York). Mr. Hancox is also a lead mentor at Entrepreneurs Roundtable Accelerator and Parallel 18, an accomplished skier, marathon runner, and avid traveler, having visited 107 countries. Originally from New Zealand, he currently splits his time between New York, NY and San Juan, PR. We believe Mr. Hancox is qualified for service as a director of our company due to his significant experience in investment analysis and leadership positions with other companies. - 44 - Mohsen (Michael) Khorassani – Director Mr. Khorassani has served as a director since January 2025. He has served as founder and CEO of Orion 4, a corporate advisory firm, since March of 2019 where he has served as capital markets, business development and marketing advisor for many public and private companies. Before founding Orion, he spent nineteen years at Oppenheimer Private Client Division as Director of Investments focused on building and developing a successful wealth management practice. He was responsible for advising both high net-worth and institutional clients. Prior to joining Oppenheimer, he served as a Vice President at Oscar Gruss & Son, an institutional NYSE member firm where he was responsible for helping build the firm’s retail division. His responsibilities included recruiting advisors, managing teams, and sales and trading. Prior to Oscar Gruss and Son, he spent four years at Gruntal and Co. as V.P of Investments. He started his financial services career at Lehman Brothers two years earlier. Mr. Khorassani has demonstrated extensive understanding of the capital markets over his thirty years of Wall Street experience and brings with him a wealth of knowledge and a deep bench of personal relationships. We believe Mr. Khorassani is qualified for service as a director of our company due to his significant experience in financial markets and leadership experience with publicly traded companies. Andrew K. McCain – Director Mr. McCain has served as a director of our company since May 2019. He has served as the President and Chief Executive Officer for Hensley Beverage Company since January 2024, and previously served as President and Chief Operating Officer from 2014 through January 2024. He is Chairman of Hensley Employee Foundation, a board member of the Barrow Neurological Foundation, the Episcopal School of Jacksonville, and the Phoenix local organizing committee for the Women’s Final Four. He is past Chairman of the Board of the Fiesta Bowl, past Chairman of the Anheuser-Busch National Wholesaler Advisory Panel, past Chairman of the Greater Phoenix Chamber of Commerce, past board member of the Arizona Super Bowl Host Committee, past board member of the Arizona 2016 College Football Championship Local Organizing Committee, and a past board member of the 2024 Men’s Final Four local organizing committee. Mr. McCain received his Bachelor of Arts in Mathematics in 1984 and an MBA in 1986 from Vanderbilt University. We believe Mr. McCain is qualified for service as a director of our company due to his significant business experience and leadership. Pursuant to that certain Securities Purchase Agreement, dated December 10, 2024, by and among the company and certain investors (as defined therein), Messrs. Baltsos, Khorassani, and Hancox were appointed to the Board of Directors. Board Constitution Our Board of Directors currently consists of five members. All directors hold office until the next annual meeting of stockholders. At each annual meeting of stockholders, the successors to directors whose terms then expire are elected to serve from the time of election and qualification until the next annual meeting following election. Director Independence Our Board of Directors is comprised of a majority of independent directors, as “independence,” is defined by the listing standards of The Nasdaq Stock Market and by the SEC. Our Board of Directors has concluded that each of Messrs. Balatsos, Hancox, Khorassani and McCain are “independent”, having concluded that any relationship between such director and our company, in its opinion, does not interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Mr. Jemmett is an employee director. Board Committees Our Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and Governance and Nominating Committee. - 45 - Audit Committee The Audit Committee of our Board of Directors was established in accordance with Rule 10A-3 promulgated under the Exchange Act. The current members of our Audit Committee are Messrs. Balatsos, Hancox, and Khorassani, with Mr. Khorassani serving as the chair. Each member of the Audit Committee meets the independence and other requirements to serve on our Audit Committee under The Nasdaq Stock Market Rules and the rules of the SEC. In addition, our Board of Directors determined that each of Messrs. Balatsos, Hancox, and Khorassani is financially literate and considered an “audit committee financial expert” as defined in the rules of the SEC. Former directors Reid S. Holbrook and Ernest M. (Kiki) VanDeWeghe, III, served on the Audit Committee during fiscal year 2024 until their resignation in January 2025. Mr. McCain served as chair of the Audit Committee during fiscal 2025. The Audit Committee was formed in 2021. Our Board of Directors has adopted a written charter for the Audit Committee, a copy of which is posted in the Investor Resources and Corporate Governance section of our website at www.ciso.inc/investor-relations/charter-of-the-audit-committee . The principal functions of the Audit Committee are to oversee our accounting and financial reporting processes and the audits of our consolidated financial statements; oversee our relationship with our independent auditors, including selecting, evaluating, and setting the compensation of, and approving all audit and non-audit services to be performed by the independent auditors; and facilitate communication among our independent registered public accounting firm and our financial and senior management. Additionally, the Audit Committee reviews related party transactions, manages complaints regarding accounting matters, and reports its findings and recommendations to the Board of Directors. Compensation Committee We have a standing Compensation Committee of our Board of Directors. The members of our Compensation Committee are Messrs. Balatsos, Hancox, and Khorassani, with Mr. Hancox serving as the chair. Each member of the Compensation Committee meets the independence and other requirements to serve on our Compensation Committee under The Nasdaq Stock Market Rules and the rules of the SEC. Former directors Reid S. Holbrook and Ernest M. (Kiki) VanDeWeghe, III, served on the Compensation Committee during fiscal year 2024 until their resignation in January 2025. During fiscal 2025, Mr. McCain served on the Compensation Committee and Mr. Khorassani served as chair of the Compensation Committee. The Compensation Committee was formed in 2021. Our Board of Directors has adopted a written charter for the Compensation Committee, a copy of which is posted in the Investor Resources and Corporate Governance section of our website at www.ciso.inc/investor-relations/charter-of-the-compensation-committee . The Compensation Committee has responsibilities relating to the performance evaluation and the compensation of our Chief Executive Officer; the compensation of our executive officers and directors; and our significant compensation arrangements, plans, policies, and programs, including our stock compensation plans. Certain of our executive officers, our outside counsel, and consultants may occasionally attend the meetings of the Compensation Committee. However, no officer of our company is present during discussions or deliberations regarding that officer’s own compensation. - 46 - Governance and Nominating Committee We have a standing Governance and Nominating Committee of our Board of Directors. The current members of our Governance and Nominating Committee are Messrs. Balatsos, Hancox, and Khorassani, with Mr. Khorassani serving as the chair. Each of Messrs. Balatsos, Hancox and Khorassani meets the independence and other requirements to serve on our Governance and Nominating Committee under The Nasdaq Stock Market Rules and the rules of the SEC. Former directors Reid S. Holbrook, Ret. General Robert C. Oaks, and Ernest M. (Kiki) VanDeWeghe, III, served on the Governance and Nominating Committee during fiscal year 2024 until their resignation in January 2025. Mr. Hancox served as chair of the Governance and Nominating Committee during fiscal 2025. The Governance and Nominating Committee was formed in 2021. Our Board of Directors has adopted a written charter for the Governance and Nominating Committee, a copy of which is posted in the Investor Resources and Corporate Governance section of our website at www.ciso.inc/investor-relations/charter-of-the-nominating-and-corporate-governance-committee . The Governance and Nominating Committee considers the performance of the members of our Board of Directors and nominees for director positions and evaluates and oversees corporate governance and related issues. The goal of the Governance and Nominating Committee is to ensure that our directors possess a variety of perspectives and skills derived from high-quality business and professional experience. The Governance and Nominating Committee seeks to achieve a balance of knowledge, experience, and capability on our Board of Directors. To this end, the Governance and Nominating Committee seeks nominees with the highest professional and personal ethics and values, an understanding of our business and industry, diversity of business experience and expertise, a high level of education, broad-based business acumen, and the ability to think strategically. Although the Governance and Nominating Committee uses these and other criteria to evaluate potential nominees to our Board of Directors, it has no stated minimum criteria for such nominees. The Governance and Nominating Committee does not use different standards to evaluate nominees depending on whether they are proposed by our directors and management or by our stockholders. To date, we have not paid any third parties to assist us in this process. Code of Ethics We have adopted a Code of Ethics and Business Conduct (“Code of Ethics”) that sets forth various policies and procedures to promote ethical behavior and that applies to all our directors, officers and employees. The Code of Ethics is publicly available in the Investor Resources and Corporate Governance section of our website at https://www.ciso.inc/investor-relations/code-of-ethics-and-business-conduct. Amendments to the Code of Ethics and any grant of a waiver from a provision of the Code of Ethics requiring disclosure under applicable SEC rules will be disclosed on our website. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act, requires officers and directors of our company and persons who beneficially own more than 10% of a registered class of our company’s equity securities to file initial statements of beneficial ownership of common stock (Form 3) and statements of changes in beneficial ownership of common stock (Forms 4 or 5) with the SEC. Officers, directors, and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all such forms they file. Based solely on our review of such reports and certain representations from each reporting person, we believe that during 2025, the following Section 16(a) filing requirements were not satisfied on a timely basis: Form 3 filed by Mohsen Khorassani on December 30, 2025, Form 3 filed by Andrew K McCain on December 30, 2025, Form 4 filed by Andrew K McCain on December 30, 2025, Form 4 filed by David Grant Jemmet on December 30, 2025, and Form 4/A filed Debra Lou Smith on December 30, 2025. Inside Trading Policy Disclosure We have adopted an Insider Trading Policy governing the purchase, sale, and/or other disposition of our securities by our directors, officers, and employees. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. - 47 - ITEM 11. EXECUTIVE COMPENSATION Fiscal 2025 Summary Compensation Table The following table shows the total compensation paid or accrued during the years ended December 31, 2025 and 2024 to our Chief Executive Officer, and our next two most highly compensated executive officers who were serving as executive officers on December 31, 2025, (collectively, our “named executive officers”). Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) Non-qualified Deferred Compensation Earnings ($) All Other Compensation ($) (2) Total ($) David G. Jemmett 2025 390,394 - - - - - 900 391,294 Chief Executive Officer 2024 339,295 - - - - - 825 340,120 Debra L. Smith 2025 385,783 - 384,000 447,683 - - 900 1,218,366 Chief Financial Officer 2024 295,255 - - - - - 825 296,080 Kyle J. Young 2025 385,783 - 384,000 447,683 - - 900 1,218,366 Interim Chief Operating Officer (3) 2024 295,255 - - - - - 825 296,080 (1) The amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive officer, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock options in this column is a non-cash expense that reflects the fair value of the stock options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market price of our common stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2) The amounts in the “All Other Compensation” column consist of certain benefits provided to our NEOs, which are generally available to our similarly situated employees. For Mr. Jemmett, Ms. Smith, and Mr. Young the amounts in this column consist of a technology stipend. (3) Mr. Young was appointed to serve as our Interim Chief Operating Officer on March 31, 2023. On December 22, 2025, Kyle J. Young tendered his resignation from his position as Interim Chief Operating Officer of our company. His resignation became effective on January 2, 2026. - 48 - Outstanding Equity Awards as of December 31, 2025 The following table summarizes the outstanding equity awards held by each named executive officer as of December 31, 2025. Name Award Type Grant Date Number of Shares Underlying Unexercised Options (#) Exercisable Number of Shares Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Options Expiration Date RSUs Outstanding (#) Vesting Date David G. Jemmett Restricted stock units June 13, 2025 (4) - - - - 750,000 June 13, 2029 Debra L. Smith Stock options February 1, 2021 (1) 33,332 - 30.00 February 1, 2026 Stock options December 31, 2021 (2) 332 - 75.00 December 31, 2031 Stock options January 14, 2022 (1)(3) 33,333 - 45.30 January 14, 2032 Stock options June 13, 2025 (2) 500,000 0.96 June 13, 2035 Restricted stock units June 13, 2025 (4) - - - - 400,000 June 13, 2029 Kyle J. Young Stock options February 1, 2021 (1)(5) 33,332 - 30.00 February 1, 2026 Stock options December 31, 2021 (2)(5) 332 - 75.00 December 31, 2031 Stock options January 14, 2022 (1)(3)(5) 33,333 - 45.30 January 14, 2032 Stock options June 13, 2025 (2)(5) 500,000 0.96 June 13, 2035 Restricted stock units June 13, 2025 (4)(5) - - - - 400,000 June 13, 2029 (1) 30% of the shares underlying this option vested on the one-year anniversary of the grant date with the remainder vesting month over the subsequent 24-month period. (2) 25% of the shares underlying this option vested on the one-year anniversary of the grant date with the remainder vesting monthly over the subsequent 36-month period. (3) On August 22, 2022, we repriced these option grants to reflect an exercise price equal to the fair value of our common stock. Vesting provisions of these option grant remained on the same terms as the original option grant. (4) On June 13, 2025, we granted an aggregate of 1,550,000 RSUs to the executive officers listed above, with a weighted-average grant date fair value of $0.96 per unit. (5) On December 22, 2025, Kyle J. Young voluntarily tendered his resignation from his position as Interim Chief Operating Officer of the Company, effective January 2, 2026. As of the effective date of his resignation, Mr. Young’s outstanding equity awards granted in 2021 and 2022 were fully vested and remain exercisable through their respective expiration dates. The equity award granted to Mr. Young in 2025 did not vest and was forfeited upon his resignation. Policies and Practices Related to the Grant of Certain Equity Awards We do not have any formal policies or practices regarding the timing of awards of options in relation to the disclosure of material nonpublic information. Our Board of Directors and Compensation Committee do not take material nonpublic information into account when determining the timing and terms of such awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The timing of any awards of options to executive officers in connection with new hires, promotions, or other non-routine grants is generally tied to the event giving rise to the award, such as an executive officer’s commencement of employment or promotion effective date. As a result, the timing of the award of options occurs independent of the release of any material nonpublic information. During the last fiscal year, we have not awarded options to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or annual report on Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report. Retirement Plans We maintain a tax-qualified Section 401(k) retirement savings plan for our executive officers and other employees who satisfy the eligibility requirements. Under this plan, participants may elect to make pre-tax or Roth contributions of up to a certain portion of their current compensation, not to exceed the applicable statutory income tax limitation. We intend for the plan to qualify under Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), enabling contributions by participants to the plan, and income earned on plan contributions, to not be taxable to participants until withdrawn from the plan. Employment Agreements with our Named Executive Officers David G. Jemmett On September 30, 2019, we entered into an employment agreement with Mr. Jemmett to serve as our Chief Executive Officer (the “Jemmett Employment Agreement”). The Jemmett Employment Agreement is evergreen and can be terminated by either party. Pursuant to the Jemmett Employment Agreement, the Board of Directors approved an increase to Mr. Jemmett’s annual base salary from $250,000 to $375,000 and may be increased hereafter from time to time at the discretion of the Board of Directors. Mr. Jemmett’s base salary may be increased in accordance with our normal compensation and performance review policies. He is entitled to receive a discretionary annual bonus of up to 100% of his annual base salary, at the discretion of our Board of Directors, based on performance and our objectives. Subject to approval by our Board of Directors, Mr. Jemmett is entitled to stock options under our 2019 Equity Incentive Plan. The stock options will vest at 33% on the one-year anniversary of the Jemmett Employment Agreement and the remaining 66% of the options will vest monthly over the next 12 months. As of December 31, 2025, the Board of Directors approved and granted 750,000 restricted stock units to Mr. Jemmett. On December 31, 2024, $34,142 of base salary was accrued and unpaid to Mr. Jemmett. As of December 31, 2025, there was no accrued or unpaid base salary. Mr. Jemmett is also eligible to participate in our standard benefit plans. - 49 - Debra L. Smith On December 31, 2020, we entered into an employment agreement with Ms. Smith to serve as our Executive Vice President of Finance, effective as of February 1, 2021 (the “Smith Employment Agreement”). Pursuant to the Smith Employment Agreement, the Board of Directors approved an increase to Ms. Smith’s annual base salary from $200,000 to $350,000 and may be increased hereafter from time to time at the discretion of the Board of Directors. Ms. Smith also earns a guaranteed bonus of $60,000 to be paid quarterly, and an additional $60,000 at the end of each fiscal year at the discretion of our Board of Directors. As of December 31, 2025, the Board of Directors approved and granted 500,000 stock options and 400,000 restricted stock units to Ms. Smith. On December 31, 2024, $53,285 of base salary was accrued and unpaid to Ms. Smith. As of December 31, 2025, there was no accrued or unpaid base salary. Ms. Smith is also eligible to participate in our standard benefit plans. On June 18, 2021, we appointed Ms. Smith to serve as Chief Financial Officer. The terms of the original Smith Employment Agreement remained in force. Kyle J. Young On March 31, 2023, we entered into an employment agreement with Mr. Young to serve as our Chief Operating Officer (the “Young Employment Agreement”). The Young Employment Agreement was evergreen and could be terminated by either party. Pursuant to the Young Employment Agreement, the Board of Directors approved an increase to Mr. Young’s annual base salary from $200,000 to $350,000, and an annual bonus between 20% and 100% of base annual salary at the discretion of our Board of Directors. As of December 31, 2025, the Board of Directors approved and granted 500,000 stock options and 400,000 restricted stock units to Mr. Young. On December 31, 2024, $53,285 of base salary was accrued and unpaid to Mr. Young. As of December 31, 2025, there was no accrued or unpaid base salary. Mr. Young is also eligible to participate in our standard benefit plans. On December 22, 2025, Kyle J. Young tendered his resignation from his position as Interim Chief Operating Officer of our company. His resignation became effective on January 2, 2026. Director Compensation The following table sets forth for each non-employee director certain information concerning their compensation for the year ended December 31, 2025: Name (1) Fees Earned or Paid in Cash ($) (2) Stock Awards ($) Option Awards ($) (2) (3) Non-equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Phillip Balatsos - - 119,593 - - - 119,593 Andrew Hancox - - 119,593 - - - 119,593 Mohsen Khorassani - - 119,593 - - - 119,593 Andrew K. McCain - - 239,187 - - - 239,187 Notes : (1) The compensation of our Chief Executive Officer, David G. Jemmett, has been omitted from this table because he received no special compensation for serving on our Board of Directors. (2) All directors receive reimbursement for reasonable out-of-pocket expenses in attending Board meetings and for participating in our business. (3) The amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock options in this column is a non-cash expense that reflects the fair value of the stock options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market price of our common stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note 11 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025. - 50 - ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 20, 2026 for (a) the named executive officers, (b) each of our directors, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of March 20, 2026 pursuant to the exercise of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 45,313,337 shares of common stock outstanding on March 20, 2026. Security Ownership of Certain Beneficial Holders Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Percent Hensley & Company 6,528,666 (2) 14.41 % Jemmett Enterprises, LLC 4,429,000 (3) 9.77 % J C Associates, Inc 3,238,712 (4) 7.15 % Security Ownership of Directors and Executive Officers Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Percent David G. Jemmett 4,629,001 (5) 10.22 % Debra L. Smith 66,997 (6) * Kyle J. Young 66,997 (6) * Phillip Balatsos — — Andrew Hancox — — Mohsen (Michael) Khorassani — — Andrew K. McCain 6,567,000 (7) 14.49 % Directors & Executive Officers as a Group (7 persons) 11,329,995 (8) 24.71 % Notes : * Less than 1% of the outstanding shares of common stock. (1) Unless otherwise indicated, the address of record is c/o CISO Global, Inc., 6900 E. Camelback Road, Suite 900, Scottsdale, Arizona 85251. (2) This information is based on Schedule 13D filed with the SEC on December 31, 2025. Hensley & Co. reported sole voting and dispositive power with respect to 6,528,666 shares of common stock. Hensley & Co.’s principal address is 4201 N. 45th Street, Phoenix, AZ 85031. (3) Mr. Jemmett is the managing member of Jemmett Enterprises, LLC and has voting and dispositive power over such shares. (4) This information is based on Schedule 13G, Amendment No.1, filed with the SEC on December 29, 2025. J C Associates, Inc. reported aggregate beneficial ownership of 3,238,712 shares of common stock, with sole voting and dispositive power with respect to 3,192,044 shares, and shared voting and dispositive power with respect to 3,238,712 shares of common stock. J C Associates, Inc.’s principal address is 8111 Preston Road, Ste 420 Dallas, TX 75225. (5) Consists of (i) 4,429,000 shares held by Jemmett Enterprises, LLC, of which Mr. Jemmett is the managing member and has voting and dispositive power over such shares; (ii) 133,334 shares held by Xander LLC, of which Mr. Jemmett and his wife are the sole members and have voting and dispositive power over such shares; and (iii) 66,667 shares held by Dana Borgman Trust. (6) Consists of 66,997 shares issuable upon exercise of options exercisable within 60 days after March 20, 2026. (7) Consists of (i) 25,001 shares held indirectly as executor of the Andrew and Lucy McCain Family Trust, for which Mr. McCain has voting and dispositive power; (ii) 6,528,666 shares held by Hensley & Company, for which Mr. McCain has voting and dispositive power; and (iii) 13,333 shares issuable upon the exercise of options exercisable within 60 days after March 20, 2026. Director Andrew K. McCain is President of Hensley & Co. but disclaims beneficial ownership of the shares owned by Hensley & Co. (8) Includes 147,327 shares issuable upon the exercise of stock options. - 51 - The following table sets forth information with respect to our common stock that may be issued upon the exercise of stock options under our equity compensation plans as of December 31, 2025: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options Weighted-Average Exercise Price of Outstanding Options Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (a) (b) (c) Equity compensation plans approved by security holders 1,189,714 $ 30.69 735,841 Equity compensation plans not approved by security holders — — — Total 1,189,714 $ 30.69 735,841 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Transactions with Related Persons Except as set out below, during the year ended December 31, 2025, there were no transactions, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest: ● any director or executive officer of our company; ● any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; ● any promoters and control persons; and ● any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons. Independent Consulting Agreement with Stephen Scott In August 2020, we entered into an Independent Consulting Agreement with Stephen Scott, a significant stockholder due to his beneficial ownership, with respect to advisory and consulting services relating to our strategic and business development, and sales and marketing. Mr. Scott received a consulting fee of $11,500 per month for such services until July 2023. In July 2023, we entered into an Independent Consulting Agreement with Mr. Scott, as amended in June 2024, to provide, on a non-exclusive basis, advisory and consulting services relating to our strategic and business development, intellectual property development, banking relationships, and strategic mergers and acquisitions for a period of one year. Mr. Scott will receive a consulting fee of $15,000 per month for such services under the terms of this agreement. During the year ended December 31, 2024, we paid consulting fees to Mr. Scott in the amounts of $180,000. After the first quarter of 2025, Mr. Scott was no longer considered a related party of our company. Managed Services Agreement with Hensley Beverage Company 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 provided for an original term through December 31, 2021, the agreement will continue until terminated by either party. For years ended December 31, 2025 and 2024, we received $1,019,567 and $2,283,995, respectively, from Hensley Beverage Company for contracted services, and had an outstanding receivable balance of $125,215 and $0 as of December 31, 2025 and 2024, respectively. Andy McCain, a director of our company, is President and Chief Executive Officer of Hensley & Company, the parent company of Hensley Beverage Company. Convertible Note Payable with Hensley Beverage Company In March 2023, we issued an unsecured convertible note to Hensley & Company in the principal amount of $5,000,000 bearing an interest rate of 10.00% per annum. The principal amount, together with accrued and unpaid interest was due on March 20, 2025. On March 25, 2025, we entered into Amendment #1 to this convertible note, which extended the maturity date of the convertible note to March 20, 2026. At any time prior to or on the maturity date, Hensley & Company was permitted to convert all or any portion of the outstanding principal amount and all accrued and unpaid interest thereon into shares of our common stock at a conversion price of $18.00 per share. During the years ended December 31, 2025 and 2024, we recorded interest expense of $291,666 and $500,000, respectively, and as of December 31, 2025 and 2024, we had accrued interest of $0 and $888,888, respectively. On August 5, 2025, the principal amount of $5,000,000 together with $1,180,554 of accrued and unpaid interest payable under the convertible note were converted into Series A Preferred Stock and the convertible note was fully extinguished. On November 6, 2025, we converted all outstanding shares of Series A Preferred Stock held by Hensley & Company, together with $148,111 in accrued and unpaid dividends to 6,328,665 shares of common stock. Refer to Note 10, “Stockholders’ Equity and Temporary Equity,” and Note 13, “Debt,” for further discussion. Andy McCain, a director of our company, is President and Chief Executive Officer of Hensley & Company. Director Independence See “Directors, Executive Officers and Corporate Governance – Director Independence” and “Directors, Executive Officers and Corporate Governance – Board Committees” in Item 10 above. - 52 - ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our Audit Committee has appointed Semple, Marchal & Cooper, LLP (“SMC”) to audit the consolidated financial statements of our company for the fiscal year ending December 31, 2025. The following table sets forth the fees billed to our company for professional services rendered by SMC for the years ended December 31, 2025 and 2024: Services 2025 2024 Audit fees (1) $ 583,561 $ 506,078 Audit-related fees (2) 12,138 30,571 Tax fees (3) 50,490 90,600 Total fees $ 646,189 $ 627,249 (1) Audit fees consisted of billing for professional services normally provided in connection with statutory and regulatory filings, including (i) fees associated with the audits of our financial statements for the years ended December 31, 2025 and 2024 and, (ii) fees associated with quarterly reviews for the quarters ended March 31, 2025 and 2024, June 30, 2025 and 2024, and September 30, 2025 and 2024. (2) Audit related fees consisted of billings for professional services for reviews of our periodic filings under form 10-K and 10-Q and employee benefit plan audit for the years ended December 31, 2025 and 2024. (3) Tax fees consisted primarily of tax related advisory and preparation services. Audit Committee Pre-Approval Policies The charter of our Audit Committee provides that the authority and responsibilities of our Audit Committee include the pre-approval of all audit and permitted non-audit and tax services that may be provided by our independent auditors or other registered public accounting firms, and the establishment of policies and procedures for the Audit Committee’s pre-approval of permitted services by our independent auditors or other registered public accounting firms on an on-going basis. For audit services, each year our independent auditor provides our Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the year, which must be formally accepted by our Audit Committee before the audit commences prior to engagement of an independent auditor for next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of three categories of services to our Audit Committee for approval. All of the services provided by SMC described above under the caption “Audit-Related Fees” were approved by our Audit Committee pursuant to our Audit Committee’s pre-approval policies. - 53 - PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of the report: (1) For a list of the financial statements included herein, see the index to the financial statements beginning on page F-1 of this Annual Report on Form 10-K, incorporated into this Item by reference. (2) Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto. (b) Exhibits. Exhibit Incorporated by Reference Number Exhibit Description Form Exhibit Filing Date 2.1 Agreement for the Purchase and Sale of Limited Liability Company Interests of GenResults, LLC dated April 12, 2019 10-12G 10.1 10/2/2019 2.2** Agreement and Plan of Merger by and among the Registrant, TalaTek, LLC, TalaTek Merger Sub and Baan Alsinawi dated September 23, 2019 10-12G 2.2 10/2/2019 2.3 Stock Purchase Agreement by and among the Registrant, Technologyville, Inc. and Brian Yelm dated May 25, 2020 8-K 10.1 5/29/2020 2.4 Share Purchase Agreement among the Registrant, Clear Skies Security, LLC and all of its Members dated July 31, 2020 8-K 10.1 8/6/2020 2.5** Agreement and Plan of Merger by and among the Registrant, Alpine Merger Sub, LLC, Alpine Security, LLC and Christian Espinosa dated December 16, 2020 8-K 10.1 12/21/2020 2.6** Amended and Restated Agreement and Plan of Merger by and among the Registrant, Catapult Acquisition Merger Sub, LLC, Catapult Acquisition Corporation, the shareholders of Catapult Acquisition Corporation and Darek Hahn dated July 26, 2021 8-K 10.1 08/02/2021 2.7** Stock Purchase Agreement by and among the Registrant, Atlantic Technology Systems, Inc., Atlantic Technology Enterprises, Inc., and James Montagne and Miriam Montagne as sole shareholders, dated October 1, 2021 8-K 10.1 10/07/2021 2.8** Agreement and Plan of Merger by and among the Registrant, RED74 Merger Sub, LLC, RED74 LLC, Ticato Holdings, Inc. and Tim Coleman dated October 8, 2021 8-K 10.1 11/15/2021 2.9** Stock Purchase Agreement by and among the Registrant, Southford Equities, Inc., a British Virgin Islands based company and David Esteban Alfaro Medina, Roberto Andrés Arriagada Poblete and Camilo Orlando Garrido Briones dated December 1, 2021 8-K 10.1 12/06/2021 2.10 Stock Purchase Agreement among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022 8-K 10.1 01/06/2022 2.11** Agreement and Plan of Merger among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022 8-K 10.2 01/06/2022 2.12 Stock Purchase Agreement by and among the Registrant and Southford Equities, Inc., David Esteban Alfaro Medina, Roberto Andrés Arriagada Poblete, Camilo Orlando Garrido Briones, dated July 1, 2024 8-K 10.1 07/05/2024 - 54 - 2.13 Stock Purchase Agreement by and among the Registrant and CT Group, LP, Alejandro Torchio, Datadeck, LP, Diego Cabai, Woodface, LP, Rodrigo Astorga. VMT Technologies, LP, José Williams Torres Valenzuela, Quijote Ventures, LP, Lucio Quijano, dated July 1, 2024. 8-K 10.2 07/05/2024 2.14 Stock Purchase Agreement by and among the Registrant and Itada Equities, Inc., Lilian Andre Espinosa Villarroel, Lorenzo Espinoza Labra, dated July 1, 2024 8-K 10.3 07/05/2024 3.1 Second Amended and Restated Certificate of Incorporation of the Registrant 10-Q 3.1 08/15/2022 3.1(a) Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant 8-K 3.1 04/10/2023 3.1(b) Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant 8-K 3.1 03/07/2024 3.1(c) Certificate of Amendment of Amended and Restated Certificate of Incorporation 8-K 3.1 1/16/2026 3.1(d) Certificate of Designations, Preferences and Rights of Series A Preferred Stock of the Registrant 8-K 3.1 08/05/2025 3.1(e) Certificate of Designations, Preferences and Rights of Series B Preferred Stock of the Registrant 8-K 3.1 09/29/2025 3.2 Second Amended and Restated By-laws of the Registrant 8-K 3.1 10/10/2023 4.1 Form of Common Stock Certificate of the Registrant 10-K 4.1 03/30/2020 4.2 Description of Securities Registered under Section 12 of the Exchange Act 10-K 4.2 04/16/2024 4.3 Form of Underwriter Warrant S-1 4.3 12/14/2021 4.4 Form of Placement Agent Warrant 8-K 4.1 05/17/2023 10.1# 2019 Equity Incentive Plan, as amended 10-Q 10.3 08/15/2022 10.2# Form of Stock Option Agreement 10-K 10.3 04/15/2022 10.3# Employment Agreement between the Registrant and David G. Jemmett dated September 30, 2019 10-12G 10.2 010/2/2019 10.4# Employment Agreement by and between Debra L. Smith and the Registrant dated December 31, 2020 10-K 10.10 04/15/2022 10.5# Employment Agreement by and between Kyle J. Young and the Registrant dated March 30, 2023 10-K 10.7 03/31/2023 10.6 Form of Lockup Agreement S-1/A 10.14 01/07/2022 10.7 Purchase Agreement, dated March 20, 2023, by and between the Registrant and Hensley & Company dba Hensley Beverage Company 8-K 10.1 03/20/2023 10.7(a)* Amendment Number One to Purchase Agreement and the Note dated March 20, 2023, by and between the Registrant and Hensley & Company dba Hensley Beverage Company 10.8 10% Unsecured Convertible Note by the Registrant payable to Hensley & Company, dated March 20, 2023 8-K 10.2 03/20/2023 10.9 Placement Agency Agreement, dated May 16, 2023, by and between the Registrant and each Purchaser thereto 8-K 10.2 05/17/2023 10.10 Form of Securities Purchase Agreement, dated May 16, 2023, by and between the Registrant and each Purchasers thereto 8-K 10.1 05/17/2023 10.11 Form of Intellectual Property Buy-Back Purchase Agreement 8-K 10.1 12/04/2024 10.12 Form of Promissory Note 8-K 10.2 12/04/2024 10.13 Form of Convertible Note by the Registrant and payable to Target Capital 14, LLC. 8-K 10.2 12/16/2024 - 55 - 10.14 Form of Common Stock Purchase Warrant by the Registrant and Target Capital 14, LLC. 8-K 10.4 12/16/2024 10.15 Form of Registration Rights Agreement dated December 10, 2024, by and between the Registrant and Purchasers thereto 8-K 10.6 12/16/2024 10.16 Placement Agency Agreement dated December 10, 2024, by and between the Registrant and each Purchaser thereto 8-K 10.7 12/16/2024 10.17 Securities Purchase Agreement dated December 10, 2024, between Registrant and the Purchasers thereto 8-K 10.1 12/16/2024 10.18 Exchange Agreement, dated August 4, 2025, by and between the Registrant and Hensley & Company, d/b/a Hensley Beverage Company 8-K 10.1 08/05/2025 10.19 Exchange Agreement, dated August 4, 2025, by and between the Registrant and J C Associates, Inc. 8-K 10.2 08/05/2025 10.20 Preferred Equity Purchase Agreement, dated September 24, 2025, by and between the Registrant and B. Riley Principal Capital I 8-K 10.1 09/29/2025 10.21# 2023 Equity Incentive Plan, as amended 8-K 10.1 12/16/2025 10.22 Placement Agency Agreement, dated May 16, 2023, by and between the Registrant and each Purchaser thereto 8-K 10.2 05/17/2023 10.23 Form of Securities Purchase Agreement, dated May 16, 2023, by and between the Registrant and each Purchasers thereto 8-K 10.1 05/17/2023 10.24 Form of Intellectual Property Buy-Back Purchase Agreement 8-K 10.1 12/04/2024 10.25 Form of Promissory Note 8-K 10.2 12/04/2024 10.26 Form of Convertible Note by the Registrant and payable to Target Capital 14, LLC. 8-K 10.2 12/16/2024 10.27 Form of Convertible Note by the Registrant and payable to Secure Net Capital, LLC. 8-K 10.3 12/16/2024 10.28 Form of Common Stock Purchase Warrant by the Registrant and Target Capital 14, LLC. 8-K 10.4 12/16/2024 10.29 Form of Common Stock Purchase Warrant by the Registrant and Secure Net Capital, LLC. 8-K 10.5 12/16/2024 10.30 Form of Registration Rights Agreement dated December 10, 2024, by and between the Registrant and Purchasers thereto 8-K 10.6 12/16/2024 10.31 Placement Agency Agreement dated December 10, 2024, by and between the Registrant and each Purchaser thereto 8-K 10.7 12/16/2024 10.32 Securities Purchase Agreement dated December 10, 2024, between Registrant and the Purchasers thereto 8-K 10.1 12/16/2024 19.1* CISO Global, Inc. Insider Trading Policy 21.1* Subsidiaries of the Registrant 23.1* Consent of Semple, Marchal & Cooper LLP 23.2* Consent of Baker Tilly Chile Ltda. 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 97.1 CISO Global, Inc. Executive Officer Incentive Compensation Recovery Policy 10-K 97.1 04/16/2024 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Schema Document 101.CAL Inline XBRL Calculation Linkbase Document 101.DEF Inline XBRL Definition Linkbase Document 101.LAB Inline XBRL Label Linkbase Document 101.PRE Inline XBRL Presentation Linkbase Document 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document) *Filed/furnished herewith. **Certain exhibits, annexes, and/or schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish supplementally a copy of any omitted exhibit, annex, or schedule to the Securities and Exchange Commission upon request. # Management contracts and compensatory plans and arrangements. ITEM 16. FORM 10-K SUMMARY Not applicable. - 56 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 Name: David G. Jemmett Title: Chief Executive Officer (Principal Executive Officer) Date: March 27, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ David G. Jemmett Name: David G. Jemmett Title: Chief Executive Officer and Director (Principal Executive Officer) Date: March 27, 2026 By: /s/ Debra L. Smith Name: Debra L. Smith Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: March 27, 2026 By: /s/ Andrew K. McCain Name: Andrew K. McCain Title: Director Date: March 27, 2026 By: /s/ Phillip Balatsos Name: Phillip Balatsos Title: Director Date: March 27, 2026 By: /s/ Mohsen (Michael) Khorassani Name: Mohsen (Michael) Khorassani Title: Director Date: March 27, 2026 By: /s/ Andrew Hancox Name: Andrew Hancox Title: Director Date: March 27, 2026 - 57 - CISO GLOBAL, INC. CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 AND 2024 TABLE OF CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID # 178 ) F-2 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations and Comprehensive Loss For the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity and Temporary Equity For the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 F-7 F- 1 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders of CISO Global, Inc. and Subsidiaries Scottsdale, Arizona Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of CISO Global, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2025 and 2024, and the results of its consolidated operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. We did not audit the combined financial statements of the Company’s wholly-owned “South American Subsidiaries,” which include the consolidated statements of operations, stockholders’ equity, and cash flows of Arkavia Networks SpA. and its wholly-owned subsidiaries Arkavia Networks Limitada and Arkavia Networks, for the 6 months ended July 1, 2024 (the date of disposition); the combined statements of operations, stockholders’ equity, and cash flows of Servicios Informaticos CUATROi, S.P.A., Comercializadora CUATROi S.P.A., CUATROi Peru S.A.C., and CUATROi S.A.S. (entities under common ownership and management) for the 6 months ended July 1, 2024 (the date of disposition); and the combined statements of operations, stockholders’ equity, and cash flows of NLT Networks, S.P.A., NLT Tecnologias, Limitada, NLT Servicios Profesionales, S.P.A. and White and Blue Solutions, LLC (entities under common ownership and management) for the 6 months ended July 1, 2024 (the date of disposition); and the related notes (collectively “combined financial statements”). The combined financial statements of the South American Subsidiaries reflect total revenues of $8.4 million for the 6 months ended July 1, 2024 (the date of disposition). Those statements were audited by another auditor whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the South American Subsidiaries, is based solely on the report of the other auditors. Going Concern Uncertainty The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, negative cash flows from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Semple, Marchal & Cooper, LLP Certified Public Accountants We have served as the Company’s auditor since 2019. Phoenix, Arizona March 27, 2026 F- 2 CISO GLOBAL, INC. CONSOLIDATED BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS Current Assets: Cash and cash equivalents $ 1,695,994 $ 992,589 Accounts receivable, net of allowance for credit losses of $ 60,551 and $ 124,434 at December 31, 2025 and 2024, respectively 1,201,061 1,837,521 Prepaid cost of revenue 70,216 334,143 Prepaid expenses and other current assets 204,997 137,725 Contract assets 91,956 179,093 Total Current Assets 3,264,224 3,481,071 Property and equipment, net 450,104 730,511 Operating lease right-of-use assets, net 370,345 537,173 Intangible assets, net 881,075 1,802,214 Goodwill 19,900,550 19,900,550 Prepaid cost of revenue, net of current portion 29,989 73,021 Other assets 131,966 129,916 Total Assets $ 25,028,253 $ 26,654,456 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 2,682,762 $ 6,109,150 Accrued expenses and other current liabilities 1,592,874 3,525,936 Deferred revenue 1,024,725 1,365,315 Lease liabilities 181,478 170,289 Loans payable 83,983 2,674,090 Line of credit 2,172,667 1,957,938 Derivative liability - 2,102,927 Convertible notes payable - 2,050,002 Convertible notes payable, related party - 5,000,000 Convertible notes payable - 5,000,000 Total Current Liabilities 7,738,489 24,955,647 Deferred revenue, net of current portion 33,673 84,403 Loans payable, net of current portion 3,605 37,272 Lease liabilities, net of current portion 260,572 428,070 Total Liabilities 8,036,339 25,505,392 Commitments and Contingencies (Note 12) - Temporary Equity: Series B Preferred Stock; 2,396 and 0 shares issued at December 31, 2025 and 2024, respectively; 2,081 and 0 shares outstanding at December 31, 2025 and 2024, respectively 2,171,980 - Stockholders’ Equity: 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 Preferred Stock, $ .00001 par value; 50,000,000 shares authorized: Series A Preferred Stock, 0 shares issued and outstanding at December 31, 2025 and 2024, respectively - - Additional paid-in capital 205,462,426 183,707,063 Treasury stock, at cost ( 502,137 shares) ( 290,737 ) ( 290,737 ) Accumulated other comprehensive loss ( 10,689 ) ( 4,779 ) Accumulated deficit ( 190,341,517 ) ( 182,262,606 ) Total Stockholders’ Equity 14,819,934 1,149,064 Total Liabilities and Stockholders’ Equity $ 25,028,253 $ 26,654,456 The accompanying notes are an integral part of these consolidated financial statements. F- 3 CISO GLOBAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Year Ended December 31, 2025 December 31, 2024 Revenue: Security managed services $ 23,773,050 $ 27,759,209 Professional services 2,240,719 2,550,677 Cybersecurity software 592,229 440,809 Total revenue 26,605,998 30,750,695 Cost of revenue: Security managed services 7,322,440 9,296,185 Professional services 231,154 465,952 Cybersecurity software 202,720 119,900 Cost of payroll 10,432,447 12,023,206 Stock-based compensation 1,597,260 4,337,807 Total cost of revenue 19,786,021 26,243,050 Total gross profit 6,819,977 4,507,645 Operating expenses: Professional fees 1,650,621 1,339,010 Advertising and marketing 1,012,140 - Selling, general and administrative 10,592,957 13,081,606 Stock-based compensation 2,349,311 4,676,664 Total operating expenses 15,605,029 19,097,280 Loss from operations ( 8,785,052 ) ( 14,589,635 ) Gain on extinguishment of convertible notes, net 4,432,434 - Loss on issuance of convertible notes - ( 1,022,650 ) Change in fair value of derivative liability 5,467,610 ( 593,083 ) Interest expense, net ( 9,200,794 ) ( 3,584,172 ) Other income (expense) 11,872 ( 116,061 ) Total other income (expense) 711,122 ( 5,315,966 ) Loss from continuing operations before income taxes ( 8,073,930 ) ( 19,905,601 ) Benefit from income taxes - - Loss from continuing operations ( 8,073,930 ) ( 19,905,601 ) Loss from discontinued operations, net of income taxes (1) - ( 4,338,318 ) Net loss $ ( 8,073,930 ) $ ( 24,243,919 ) Basic net loss per common share: Continuing operations $ ( 0.30 ) $ ( 1.67 ) Discontinued operations - ( 0.36 ) Net loss per share $ ( 0.30 ) $ ( 2.03 ) Diluted net loss per common share: Continuing operations $ ( 0.42 ) $ ( 1.67 ) Discontinued operations - ( 0.36 ) Net loss per share $ ( 0.42 ) $ ( 2.03 ) Weighted-average shares used in computing net loss per share: Basic 30,052,254 11,956,137 Diluted 30,591,785 11,956,137 Other comprehensive loss: Foreign currency translation adjustments $ ( 5,910 ) $ ( 4,779 ) Other comprehensive loss ( 5,910 ) ( 4,779 ) Comprehensive loss $ ( 8,079,840 ) $ ( 24,248,698 ) (1) Includes recognized loss on disposal of $ 3,189,232 . The accompanying notes are an integral part of these consolidated financial statements. F- 4 CISO GLOBAL, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY Shares Amount Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total Temporary Equity Permanent Equity Accumulated Series B Preferred Stock Common Stock Series A Preferred Stock Treasury Stock Additional Paid-in Other Comprehensive Accumulated Shares Amount Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total Balance at January 1, 2025 - $ - 12,324,003 $ 123 - $ - ( 502,137 ) $ ( 290,737 ) $ 183,707,063 $ ( 4,779 ) $ ( 182,262,606 ) $ 1,149,064 Stock-based compensation - stock options - - - - - - - - 3,507,656 - - 3,507,656 Issuance of common stock for services - - 482,927 5 - - - - 438,910 - - 438,915 Issuance of common stock - - 5,046,302 50 - - - - 2,816,025 - - 2,816,075 Issuance of Series B Preferred Stock, net of offering costs 2,396 1,774,935 - - - - - - - - Conversion of convertible notes into common stock - - 15,151,706 152 - - - - 8,988,517 - - 8,988,669 Conversion of convertible notes into Series A Preferred Stock - - - - 9,297,894 93 - - 4,001,698 - - 4,001,791 Conversion of Series A Preferred Stock to common stock - - 9,520,709 95 ( 9,297,894 ) ( 93 ) ( 2 ) - - - Conversion of Series B Preferred Stock to common stock ( 315 ) ( 302,400 ) 624,794 6 - - 302,394 - - 302,400 Accretion of Series B Preferred Stock to redemption value - 699,445 - - - - ( 699,445 ) - - ( 699,445 ) Issuance of warrants - - - - - - - - 441,548 - - 441,548 Exercise of warrants - - 2,018,333 20 - - - - 1,954,960 - ( 4,981 ) 1,949,999 Exercise of stock options - - 5,000 - - - - - 3,102 - - 3,102 Other comprehensive income - - - - - - - - - ( 5,910 ) - ( 5,910 ) Net loss - - - - - - - - - - ( 8,073,930 ) ( 8,073,930 ) Balance at December 31, 2025 2,081 $ 2,171,980 45,173,774 $ 451 - $ - ( 502,137 ) $ ( 290,737 ) $ 205,462,426 $ ( 10,689 ) $ ( 190,341,517 ) $ 14,819,934 Temporary Equity Permanent Equity Accumulated Series B Preferred Stock Common Stock Series A Preferred Stock Treasury Stock Additional Paid-in Other Comprehensive Accumulated Shares Amount Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total Balance at January 1, 2024 - $ - 11,949,959 $ 119 - $ - - $ - $ 172,837,842 $ 1,320,177 $ ( 158,018,687 ) $ 16,139,451 Balance - $ - 11,949,959 $ 119 - $ - - $ - $ 172,837,842 $ 1,320,177 $ ( 158,018,687 ) $ 16,139,451 Stock based compensation - stock options - - - - - - - - 8,956,571 - - 8,956,571 Issuance of common stock for services - - 100,000 1 - - - - 57,899 - - 57,900 Issuance of common stock - - 126,688 2 - - - - 154,945 - - 154,947 Stock issued as lending discount - - 100,000 1 - - - - 121,999 - - 122,000 Stock adjustment after reverse stock split - - 47,356 - - - - - - - - - Relative fair value of warrants issued with convertible notes - - - - - - - - 1,249,118 - - 1,249,118 Warrants issued to convertible notes placement agent - - - - - - - - 328,689 - - 328,689 Repurchase of treasury stock related to disposition of assets - - - - - - ( 502,137 ) ( 290,737 ) - - - ( 290,737 ) Other comprehensive loss - - - - - - - - - ( 4,779 ) - ( 4,779 ) Other comprehensive income (loss ) - - - - - - - - - ( 4,779 ) - ( 4,779 ) Reclassification of foreign currency translation to net loss - - - - - - - - - ( 1,320,177 ) - ( 1,320,177 ) Net loss - - - - - - - - - - ( 24,243,919 ) ( 24,243,919 ) Balance at December 31, 2024 - $ - 12,324,003 $ 123 - $ - ( 502,137 ) $ ( 290,737 ) $ 183,707,063 $ ( 4,779 ) $ ( 182,262,606 ) $ 1,149,064 Balance - $ - 12,324,003 $ 123 - $ - ( 502,137 ) $ ( 290,737 ) $ 183,707,063 $ ( 4,779 ) $ ( 182,262,606 ) $ 1,149,064 The accompanying notes are an integral part of these consolidated financial statements. F- 5 CISO GLOBAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS December 31, 2025 December 31, 2024 Cash flows from operating activities: Net loss $ ( 8,073,930 ) $ ( 24,243,919 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation - stock options 3,507,656 8,956,571 Stock-based compensation - stock issued for services 438,915 57,900 Non-cash interest expense 9,601,032 364,721 Depreciation and amortization 1,207,286 2,420,602 Non-cash operating lease costs 166,828 285,270 Bad debt expense 46,719 93,803 Loss on assets held for sale - 3,189,232 Change in fair value of derivative liability ( 5,467,610 ) 593,083 Gain on extinguishment of convertible notes, net ( 4,432,434 ) - Loss on issuance of convertible notes - 1,022,650 Other 1,751 117,066 Changes in operating assets and liabilities: Accounts receivable 589,741 2,329,341 Inventory - 161,586 Contract assets 87,137 18,563 Prepaid expenses and other assets 237,637 72,234 Accounts payable ( 3,401,939 ) ( 179,237 ) Accrued expenses and other current liabilities ( 1,933,062 ) 784,761 Lease liabilities ( 156,309 ) ( 277,505 ) Deferred revenue ( 391,320 ) 391,572 Net cash used in operating activities ( 7,971,902 ) ( 3,841,706 ) Cash flows from investing activities: Purchases of property and equipment ( 7,491 ) ( 83,095 ) Net cash used in investing activities ( 7,491 ) ( 83,095 ) Cash flows from financing activities: Proceeds from sales of common stock, net of offering costs 2,816,075 154,947 Proceeds from stock option exercises 3,102 - Proceeds from issuance of Series B Preferred Stock, net of offering costs 1,774,935 - Proceeds from exercises of warrants 1,949,999 - Proceeds from loans payable - 6,073,823 Proceeds from convertible notes payable 4,000,000 2,500,000 Proceeds from line of credit 19,481,625 2,989,589 Payments on line of credit ( 19,266,896 ) ( 1,067,713 ) Payments on loans payable ( 1,667,400 ) ( 6,157,484 ) Payments on convertible notes payable - - Payments of debt issuance costs ( 408,642 ) ( 579,000 ) Net cash provided by financing activities 8,682,798 3,914,162 Effect of exchange rates on cash and cash equivalents - ( 59,214 ) Net increase (decrease) in cash and cash equivalents 703,405 ( 69,853 ) Cash and cash equivalents - beginning of the period 992,589 1,062,442 Cash and cash equivalents - end of the period $ 1,695,994 $ 992,589 Supplemental cash flow information: Cash paid for: Interest $ 817,381 $ 2,722,007 Income taxes $ - $ - Supplemental disclosures of non-cash investing and financing activities: Operating lease assets obtained in exchange for operating lease liabilities $ - $ 60,215 Common stock issued as a lending discount $ - $ 122,000 Common stock issued in exchange for services $ 438,915 $ - Debt conversion to equity - common stock $ 8,988,669 $ - Debt conversion to equity - Series A Preferred Stock $ 4,001,698 $ - Conversion of Series A Preferred Stock to common stock $ 4,001,696 $ - Conversion of Series B Preferred Stock to common stock $ 302,400 $ - Accretion of Series B Preferred Stock to redemption value $ 699,445 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 CISO GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Unless otherwise indicated or the context requires otherwise, the terms ““we,” “us,” “our,” and “the Company” refer to CISO Global, Inc., a Delaware corporation (“CISO Global”), and our wholly owned subsidiaries. All dollar amounts are expressed in United States dollars. Nature 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, encompassing all four pillars of 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. NOTE 2 – LIQUIDITY AND GOING CONCERN CONSIDERATIONS The accompanying 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. The 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. F- 7 On August 4, 2025, we entered into Exchange Agreements (each, an “Exchange Agreement,” and collectively, the “Exchange Agreements”) with each of Hensley & Company, d/b/a Hensley Beverage Company (“Hensley”), an entity affiliated with Andrew K. McCain, a director of the Company, and JC Associates, Inc. (“J C Associates,” and collectively with Hensley, the “Holders”). Pursuant to the Exchange Agreements, the Holders exchange certain outstanding convertible notes payable with aggregate principal and accrued interest of approximately $ 9,297,894 (collectively, the “Exchange Notes”) for an aggregate of 9,297,894 newly authorized shares of Series A Preferred Stock. Upon the closing of the transactions contemplated by the Exchange Agreements, the Exchange Notes were cancelled, and the Holders relinquished all rights, powers, privileges, remedies, or interest under such securities. On November 6, 2025, we converted all 9,297,894 outstanding shares of Series A Preferred Stock, together with $ 222,815 in accrued and unpaid dividends to 9,520,709 shares of Common Stock. On September 24, 2025, we entered into a Preferred Equity Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital I (“B. Riley”), an affiliate of B. Riley Securities, Inc. (“BRS”), pursuant to which we will have the right to issue and sell to B. Riley, and B. Riley must purchase from us, up to $ 15.0 million of shares of our newly authorized Series B Convertible Preferred Stock, par value $ 0.00001 per share (the “Series B Preferred Stock”). As of the issuance of these consolidated financial statements, B. Riley has purchased $ 2.3 million of the $ 15.0 million of shares of Series B Preferred Stock. Such sales of Series B Preferred Stock by us to B. Riley, if any, will be subject to certain limitations and conditions set forth in the Purchase Agreement, and may occur from time to time, at our sole discretion, over the 18-month period commencing September 24, 2025 and terminating on the earliest of (i) March 24, 2027, (ii) the date on which B. Riley shall have made payment of the aggregate purchase price equal to $ 15.0 million. In no event may we issue or sell to B. Riley under the Purchase Agreement shares of our Series B Preferred Stock that are convertible into an aggregate number of shares of Common Stock exceeding a customary 9.99 % beneficial ownership limitation. 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 $ 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 BRS, Stifel, Nicolaus & Company, Incorporated and Boustead Securities, LLC. In no event will we sell securities under this registration statement with a value exceeding more than one-third of our “public float”(the aggregate market value of our Common Stock and any other equity securities that we may issue in the future that are held by non-affiliates)in any 12-calendar month period so long as our public float remains below $75 million. 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 (the “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. F- 8 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the presentation of the consolidated financial statements. Reverse Stock Split 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 Common Stock, par value $ 0.00001 , for each 15 shares they held as of the record date. All share and per share amounts have been retroactively restated for the effects of this reverse stock split. Common Stock underlying our outstanding warrants, convertible notes, and options have been adjusted, and the conversion and exercise prices have also been adjusted. Consolidation The accompanying consolidated financial statements present the financial position, results of operations and cash flows of CISO and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Prior Period Reclassifications Reclassification of certain immaterial prior period amounts have been made to conform to the current period presentation. 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 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 valuation of our convertible notes payable, Series A and Series B Preferred Stock, 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. Segment Information The Company operates and manages its business as one reportable and operating 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 consolidated statements of operations and comprehensive loss, to facilitate analysis of our financial trends, review budgeted versus actual results and for planning purposes. Significant segment expenses are presented in our consolidated statements of operations and comprehensive loss. F- 9 Geographic Information All of our revenue and long-lived assets are located within the United States. Revenue The Company recognizes revenue in accordance with FASB Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. ASC 606 requires the Company to apply a five-step model to all customer arrangements (i) identify the contract(s) with the customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s); and (v) recognize revenue when (or as) a performance obligation is satisfied. The Company applies this framework when a substantive contract exists and the collectability of the related consideration is deemed probable. The Company applies significant judgment in determining the appropriate accounting for contracts with customers. These judgments include identifying performance obligations in contracts, determining whether promised goods and services are distinct, determining whether revenue should be recognized over time or at a point in time, and assessing whether the Company acts as principal or agent in transactions involving third-party hardware or software solutions. The transaction price is determined based on the consideration to which the Company is expected to be entitled in exchange for transferring services to the customer. The Company’s contracts generally contain a single performance obligation, and the entire transaction price is allocated to that obligation. The Company’s contracts generally do not include variable considerations such as discounts, rebates, refunds, credits, price concessions (explicit or implicit), incentives, performance bonuses, or penalties. Our revenue is derived from and disaggregated in our consolidated statements of operations and comprehensive loss into, the following three major types of products and services: security managed services, professional services, and cybersecurity software. Security Managed Services Security managed services revenue primarily consists of risk compliance, cyber defense operations, and secured managed services. We consider these services to be a single performance obligation, and revenue is recognized as services and materials are provided to the customer. Professional Services Professional services revenue primarily consists of security testing and training, and incident response and digital forensics. We consider these services to be a single performance obligation, and revenue is recognized in the period in which the performance obligations are satisfied. Cybersecurity Software Cybersecurity software revenue primarily consists of our internally developed cybersecurity software designed to provide a security management platform, protect users from untrusted and malicious online threats, provide proactive security monitoring, and deliver continuous security assessments. We consider these services to be a single performance obligation, and revenue is recognized in the period in which the performance obligations are satisfied. F- 10 Contract Assets and Liabilities Contract assets represent revenue recognized in advance of the Company’s right to invoice. As of December 31, 2025 and 2024, the contract asset balance was $ 91,956 and $ 179,093 , respectively, primarily related to services performed in advance of billing. The Company’s contracts generally do not contain a significant financing component. 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. The Company generally invoices customers in advance or in milestone-based installments. The Company recognized revenue of $ 1,274,007 and $ 1,598,670 for the years ended December 31, 2025 and 2024, respectively, which was included in the corresponding deferred revenue balance at the beginning of the period. Changes in deferred revenue were as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE Year Ended Year Ended December 31, 2025 December 31, 2024 Beginning balance $ 1,449,718 $ 1,455,931 Additions to deferred revenue 4,801,842 6,424,228 Recognition of deferred revenue ( 5,193,162 ) ( 6,430,441 ) Ending balance $ 1,058,398 $ 1,449,718 Contract Acquisition Costs The Company pays sales commissions to obtain contracts with its customers. However, because the Company’s contracts generally have original terms of one year or less, the Company has elected the practical expedient to expense sales commissions as incurred, which are recorded as selling expenses. Remaining Performance Obligations The Company’s contracts generally have original terms of one year or less, and the Company has elected the practical expedient to exclude disclosures about remaining performance obligations for contracts with an original expected duration of one year or less. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Accounts Receivable Accounts receivable are generally unsecured, non-interest bearing and reported at their outstanding unpaid principal balances, net of allowances for credit losses. We provide for allowances for credit losses based on our estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. We write off accounts receivable against the allowance for credit losses when a balance is determined to be uncollectible. F- 11 Changes in the allowance for credit losses were as follows: SCHEDULE OF CHANGES IN ALLOWANCE FOR CREDIT LOSSES Year Ended December 31, 2025 Year Ended December 31, 2024 Allowance for credit losses, beginning of the period $ 124,434 $ 219,141 Bad debt expense 46,719 93,803 Write-offs ( 110,602 ) ( 188,510 ) Allowance for credit losses, end of the period $ 60,551 $ 124,434 Prepaid Cost of Revenue Prepaid cost of revenue represents amounts charged by our vendors for licenses that we resell to our customers. These amounts are amortized to cost of revenue over the same period revenue is recognized for the related contract with our customers. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally between three and five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Property and equipment are depreciated over the following estimated useful lives using the straight-line method as follows: SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT Computer Equipment 3 years Leasehold Improvements Shorter of 10 years or the term of the lease Furniture & Fixtures 5 years Software 3 years Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. Intangible Assets Intangible assets are amortized over the following estimated useful lives: SCHEDULE OF INTANGIBLE ASSETS Tradenames – trademarks 2 - 5 years Customer base 3 - 10 years Non-compete agreements 2 - 5 years Intellectual property/technology 3 - 10 years Our intangible assets are amortized on a straight-line basis. We annually evaluate the estimated remaining useful lives of our intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. We review long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows of the asset group to which the assets relate to the carrying amount. If the undiscounted cash flows are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of such assets exceeds their fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. If we determine the fair value of an asset is less than the carrying value, an impairment loss is recognized in operating income or loss in the consolidated statements of operations during the period incurred. During the years ended December 31, 2025 and 2024, we did no t record a loss on impairment. F- 12 Goodwill Goodwill is not amortized but is assessed for impairment annually in the fourth quarter, 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 their 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. We perform our impairment assessment based on a quantitative analysis performed for our reporting unit. During the years ended December 31, 2025 and 2024, we recognized no impairment of goodwill. Advertising and Marketing Costs We expense advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 1,012,140 and $ 0 for the years ended December 31, 2025 and 2024, respectively, and are recorded in operating expenses on the consolidated statements of operations. Fair Value Measurements As defined in ASC 820, Fair Value Measurements and Disclosures , fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that 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 can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies, and similar techniques. F- 13 Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair values, based on the short-term maturity of these instruments. The carrying amount of loans and notes payable approximate the estimated fair value for this financial instrument as management believes that interest payable on the notes approximates our incremental borrowing rate. Net Loss per Common Share 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, convertible notes payable, 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 convertible notes payable and 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. The following is a reconciliation of the numerators and denominators of the basic net loss per share computations for the periods presented: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Year Ended December 31, 2025 Year Ended December 31, 2024 Numerator: Loss from continuing operations $ ( 8,073,930 ) $ ( 19,905,601 ) Less: Deemed dividend on Series B Preferred Stock ( 699,445 ) - Less: Series A Preferred Stock dividend ( 222,815 ) - Add: Deemed contribution related to Series B Preferred Stock 2,397 - Loss from discontinued operations - ( 4,338,318 ) Net loss attributable to common stockholders $ ( 8,993,793 ) $ ( 24,243,919 ) Denominator: Weighted-average shares outstanding - basic 30,052,254 11,956,137 Basic loss per share: Loss from continuing operations $ ( 0.30 ) $ ( 1.67 ) Loss from discontinued operations - ( 0.36 ) Net loss $ ( 0.30 ) $ ( 2.03 ) The following is a reconciliation of the numerators and denominators of the diluted net loss per share computations for the periods presented: Year Ended December 31, 2025 Year Ended December 31, 2024 Numerator: Net loss attributable to common stockholders $ ( 8,993,793 ) $ ( 19,905,601 ) Less: Gain on extinguishment of convertible notes payable ( 4,096,855 ) - Add: Convertible notes payable - interest expense 357,330 - Loss from discontinued operations - ( 4,338,318 ) Net loss attributable to common stockholders for diluted net loss per share computation $ ( 12,733,318 ) $ ( 24,243,919 ) Denominator: Weighted-average shares outstanding - basic 30,052,254 11,956,137 Convertible notes payable 539,531 - Diluted weighted average shares outstanding 30,591,785 11,956,137 Diluted loss per share: Loss from continuing operations $ ( 0.42 ) $ ( 1.67 ) Loss from discontinued operations - ( 0.36 ) Net loss $ ( 0.42 ) $ ( 2.03 ) F- 14 The following potentially dilutive securities were excluded from the computation of diluted net loss per common share because their inclusion would have been anti-dilutive: SUMMARY OF SECURITIES EXCLUDED FROM DILUTED PER SHARE December 31, 2025 December 31, 2024 Stock options 4,042,952 1,523,691 Restricted stock units 1,550,000 - Warrants 5,031,281 6,774,559 Series B Preferred Stock 4,524,958 - Convertible notes payable - 1,966,353 Total 15,149,191 10,264,603 Stock-Based Compensation We apply the provisions of ASC 718, Compensation – Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and nonemployees in the consolidated statements of operations. For stock options issued to employees and members of our Board of Directors for their services, we estimate the grant date fair value of each option using the Black-Scholes-Merton option pricing model. The use of the Black-Scholes-Merton option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of our Common Stock consistent with the expected life of the option, risk-free interest rates, and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, we recognize stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred. We used the average of historical share prices of our Common Stock to calculate volatility for use in the Black-Scholes-Merton option pricing model. New shares are issued upon the exercise of stock options. We issued shares of our stock to vendors and nonemployee for services provided. We recognize the accounting grant date fair value of the stock award as compensation expense over the required service period of each award. Shares issued for services are measured based on the fair market value of the underlying Common Stock on their respective accounting grant dates. Derivatives We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging . Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Foreign Currency Our functional and reporting currency is the U.S. dollar. For certain of our former foreign subsidiaries whose functional currency were other than the U.S. dollar, we translated revenue and expense transactions at average exchange rates. We translated assets and liabilities at period-end exchange rates and include foreign currency translation gains and losses as a component of accumulated other comprehensive loss. F- 15 Leases We determine if an arrangement contains a lease at inception. We exclude leases with an original term of one year or less at the commencement date from our consolidated balance sheets. Leases in which our company is the lessee are comprised of our corporate office and one additional office, which is immaterial to our operations. All of the leases are classified as operating leases. Right-of-use (“ROU”) assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that we will exercise that option. Our leases do not provide an implicit rate; therefore, we use our incremental borrowing rate based on information available at the lease commencement date to determine the present value of the future lease payments. In accordance with ASC 842, Leases , we recognized a ROU asset and corresponding lease liability on our consolidated balance sheet for long-term office leases and a vehicle operating lease agreement. See Note 14, “Leases,” for further discussion, including the impact on our consolidated financial statements and related disclosures. 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 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. As of December 31, 2025 and 2024, our net deferred tax asset has been fully reserved. F- 16 For uncertain tax positions that meet a “more likely than not” threshold, we recognize the benefit of uncertain tax positions in the consolidated financial statements. Our practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations when a determination is made that such expense is likely. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The JOBS Act does not preclude an emerging growth company from early adopting new or revised accounting standards. We expect to use the extended transition period for any new or revised accounting standards during the period which we remain an emerging growth company. Recently Issued Accounting Standards 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), the Company has elected to adopt the standard based on the effective dates applicable to non-public business entities. Accordingly, the Company 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 consolidated financial statements. In November 2024, the FASB issued ASU 2024-04, “Debt (Subtopic 470-20): Debt with Conversion and Other Options.” ASU 2024-04 clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. ASU 2024-04 is effective for reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted for entities that have adopted ASU 2020-06. We adopted ASU 2024-04 during the year ended December 31, 2025 (with an effective date of January 1, 2025), which did not have a material impact on our 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. The company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. F- 17 NOTE 4 – DISPOSITIONS Latin America On July 1, 2024, we entered into a Stock Purchase Agreement with Southford Equities, Inc. (the “Arkavia SPA”) to sell 100 % of the outstanding shares of our wholly owned subsidiary Ocean Point Equities, Inc. in exchange for 194,267 shares of our Common Stock owned by the owners of Southford Equities, Inc. and nominal cash consideration ($ 1.00 dollar). On July 1, 2024, we entered into a Stock Purchase Agreement with CT Group, LP, Datadeck LP, Woodface, LP, VMT Technologies, LP and Quijote Ventures,LP (the “CUATROi SPA”) to sell 100 % of the outstanding shares of our wholly owned subsidiaries Servicios Informaticos CUATROi SpA, Comercializadora CUATROi SpA, CUATROi Peru, SAC, and CUATROi SAS in exchange for 135,795 shares of our Common Stock owned by the owners of CT Group, LP, DatadeckLP, Woodface, LP, VMT Technologies, LP and Quijote Ventures, LP and nominal cash consideration ($ 5.00 dollars). On July 1, 2024, we entered into a Stock Purchase Agreement with Itada Equities, Inc. (the “NLT SPA”) to sell 100 % of the outstandings shares of our wholly owned subsidiaries NLT Networks, S.P.A., NLT Technologias, Limitada, NLT Servicios Profesionales, S.P.A. and White and Blue Solutions LLC. in exchange for 172,075 shares of our Common Stock owned by the owners of Itada Equities, Inc. and nominal cash consideration ($ 1.00 dollar). We committed to a formal plan to sell our former Latin America subsidiaries to focus on our U.S.-based operations and development and marketing of our internally developed cybersecurity software. The operating results of our former Latin America subsidiaries are reported within discontinued operations on our consolidated statements of operation through July 1, 2024. As a result of the sale, we recorded loss from discontinued operations of $ 4,338,318 , which includes the release of associated accumulated translation adjustment from the net assets disposed of. The table below provides the total revenue and loss of the discontinued operations presented in our statements of operations. SCHEDULE OF DISCONTINUED OPERATIONS BALANCE SHEETS AND INCOME STATEMENT Year Ended December 31, 2024 Revenue $ 8,387,171 Cost of revenue 7,092,426 Operating expenses 2,097,362 Other expense 346,469 Loss from discontinued operations before income taxes ( 1,149,086 ) Benefit from income taxes - Loss on disposal, net of tax ( 3,189,232 ) Loss from discontinued operations $ ( 4,338,318 ) Net cash provided by operating activities of discontinued operations was $ 223,831 for the year ended December 31, 2024. Net cash used in investing activities of discontinued operations was $ 83,095 for the year ended December 31, 2024. vCISO In September 2024, we entered into an Intellectual Property Purchase Agreement in which we sold our wholly-owned subsidiary vCISO, LLC.(“vCISO”), for cash proceeds of $ 1,000,000 . vCISO owns substantially all of our internally developed intellectual property currently marketed to our customers and also being developed for future deployment. As a condition of closing the Intellectual Property Purchase Agreement, we concurrently entered into a License-Back and Buy-Back Agreement which provides us with a perpetual, transferable and royalty-free license to use the intellectual property rights to sell such software to our customers. The license was exclusive for our use for the initial six months of this agreement. In exchange for these rights, we have agreed to continue development of the intellectual property at our own cost. We also retained the right to buy back the intellectual property at a price of $ 1,500,000 , if repurchased within six months from the date of the agreement, $ 1,750,000 if repurchased within six to twelve months, or at an agreed upon purchase price if repurchased after twelve months. F- 18 In November 2024, certain prospective investors required us, as a condition of securing their investment, to have direct and full ownership of the intellectual property disposed of when we sold vCISO. As a result, we entered into an Intellectual Property Buy-Back Purchase Agreement in which we reacquired vCISO and all intellectual property we previously owned, in exchange for a Promissory Note with a principal amount of $ 1,020,000 . vCISO did not hold any assets or liabilities reported in our consolidated financial statements, as a result, we initially recorded a $ 1,000,000 gain on the disposition of vCISO. The repurchase of vCISO would result in the recognition of an asset on our consolidated balance sheet. The economic substance of these two transactions resulted in us receiving $ 1,000,000 of cash in exchange for a Promissory Note. Due to the close proximity in execution of these agreement, the second which was not previously contemplated, and their economic substance for the year-ended December 31, 2024, we netted the previously recorded gain on the sale of vCISO in the repurchase transaction to make our consolidated financial statements reflect the ultimate economics of these transactions. NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2025 December 31, 2024 Prepaid expenses $ 157,231 $ 97,706 Prepaid insurance 47,766 40,019 Total prepaid expenses and other current assets $ 204,997 $ 137,725 NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2025 December 31, 2024 Computer equipment $ 375,076 $ 414,214 Leasehold improvements 25,791 25,791 Furniture and fixtures 72,511 75,698 Software 866,254 879,642 Property and equipment gross 1,339,632 1,395,345 Less: accumulated depreciation ( 889,528 ) ( 664,834 ) Total property and equipment, net $ 450,104 $ 730,511 Total depreciation expense was $ 286,147 and $ 322,126 for the years ended December 31, 2025 and 2024, respectively. NOTE 7 – INTANGIBLE ASSETS AND GOODWILL Goodwill The following table presents the goodwill balance and accumulated impairment losses as of December 31, 2025 and 2024: SCHEDULE OF CHANGES IN GOODWILL Balance at December 31, 2025 and 2024 Gross goodwill $ 71,525,609 Accumulated impairment losses ( 51,625,059 ) Goodwill, net of accumulated impairment losses $ 19,900,550 F- 19 Intangible Assets Intangible assets, net are summarized as follows: SCHEDULE OF INTANGIBLE ASSETS Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames – trademarks $ 3,835,981 $ ( 3,472,606 ) $ 363,375 Customer base 572,048 ( 390,193 ) 181,855 Non-compete agreements 487,400 ( 487,400 ) - Intellectual property/technology 2,455,879 ( 2,120,034 ) 335,845 Total intangible assets $ 7,351,308 $ ( 6,470,233 ) $ 881,075 Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames – trademarks $ 3,835,981 $ ( 3,123,766 ) $ 712,215 Customer base 572,048 ( 319,587 ) 252,461 Non-compete agreements 487,400 ( 484,120 ) 3,280 Intellectual property/technology 2,455,879 ( 1,621,621 ) 834,258 Total intangible assets $ 7,351,308 $ ( 5,549,094 ) $ 1,802,214 Amortization expense of identifiable intangible assets was $ 921,139 and $ 1,744,366 , for the years ended December 31, 2025 and 2024, respectively. The weighted average remaining useful life of intangible assets was 1.62 years as of December 31, 2025. Based on the balance of intangibles assets at December 31, 2025, expected future amortization expense is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE 2026 $ 709,464 2027 73,211 2028 49,200 2029 41,000 2030 8,200 Total $ 881,075 NOTE 8 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2025 December 31, 2024 Accrued expenses $ 797,011 $ 1,477,846 Accrued payroll and bonuses 691,622 750,410 Accrued commissions 64,500 37,847 Indirect taxes payable 30,486 32,959 Accrued interest 9,255 1,226,874 Total accrued expenses and other current liabilities $ 1,592,874 $ 3,525,936 F- 20 Note 9 - RELATED PARTY TRANSACTIONS Independent Consulting Agreement with Stephen Scott In July 2023, we entered into an Independent Consulting Agreement with Stephen Scott, as amended in July 2024, to provide, on a non-exclusive basis, advisory and consulting services relating to our strategic and business development, intellectual property development, banking relationships, and strategic mergers and acquisitions for a period of one year. Mr. Scott received a consulting fee of $ 15,000 per month for such services under the terms of this agreement. During the year ended December 31, 2024, we paid consulting fees to Mr. Scott totaling $ 180,000 . After the first quarter of 2025, Mr. Scott was no longer considered a related party of the company. Convertible Note Payable with Hensley & Company In March 2023, we issued an unsecured convertible note payable to Hensley & Company in the principal amount of $ 5,000,000 bearing an interest rate of 10.00 % per annum. The principal amount, together with accrued and unpaid interest was due on March 20, 2025 . On March 25, 2025, we entered into Amendment #1 to this convertible note, which extended the maturity date of the convertible note to March 20, 2026. Mr. McCain, a director of our company, is President and Chief Executive Officer of Hensley & Company. On August 5, 2025, the principal amount of $ 5,000,000 together with $ 1,180,554 of accrued and unpaid interest payable under the convertible note were converted into Series A Preferred Stock and the convertible note was fully extinguished. On November 6, 2025, Hensley & Company converted all outstanding shares of Series A Preferred Stock together with $ 148,111 in accrued and unpaid dividends to shares of our Common Stock. 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 provided for an original term through December 31, 2021, the agreement will continue until terminated by either party. For years ended December 31, 2025 and 2024, we received $ 1,019,567 and $ 2,283,995 , respectively, from Hensley Beverage Company for contracted services, and had an outstanding accounts receivable balance of $ 125,215 and $ 0 as of December 31, 2025 and 2024, respectively. Mr. McCain, a director of the Company, is President and Chief Executive Officer of Hensley & Company, the parent company of Hensley Beverage Company. Note 10 - STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY Equity Transactions For the year ended December 31, 2025, we sold 112,907 shares of our Common Stock for proceeds of $ 131,321 (net of $ 4,841 of offering costs), under our registration statement on Form S-3 that was declared effective on July 7, 2025. For the year ended December 31, 2025, we sold 4,933,395 shares of our Common Stock for proceeds of $ 2,684,754 (net of $ 97,517 of offering costs), under our registration statement on Form S-3 that was declared effective on June 27, 2022. For the year ended December 31, 2024, we sold 126,688 shares of our Common Stock for proceeds of $ 154,947 (net of $ 5,777 of offering costs), under our registration statement on Form S-3 that was declared effective on June 27, 2022. F- 21 Series A Preferred Stock On August 4, 2025, we filed a Certificate of Designations, Preferences and Rights of Series A Preferred Stock of CISO (the “Series A Certificate of Designations”). A summary of the Series A Certificate of Designations of Series A Preferred Stock is as follows: ● Number of Shares – 9,297,894 shares of preferred stock are designated as Series A Preferred Stock. ● Voting – No voting rights. ● Dividends – Cumulative dividends will accrue, whether or not declared by our Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 10 % per annum on the sum of the original issuance price of $ 1.00 per share plus all unpaid accrued and accumulated dividends thereon. ○ All accrued dividends will be paid in cash or our capital stock (as determined in our sole discretion) when, and if declared by our Board of Directors or upon liquidation, conversion or redemption of the Series A Preferred Stock ○ Not entitled to participate in dividends or distributions of any nature paid on or in respect of the Common Stock (i.e., non-participating). ● Liquidation Rights – In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, each holder will be entitled to receive liquidating distributions out of our assets legally available for distribution to our stockholders, before any payment or distribution is made to holders of any junior securities (including our Comon Stock), in an amount equal to the issuance price of $ 1.00 per share. ● Optional Redemption – The Company has the right, at any time or from time to time, to redeem any or all of the issued and outstanding shares of Series A Preferred Stock for cash at the issuance price of $ 1.00 per share. ● Conversion Rights – As determined in the sole discretion of our Board of Directors, and at our option, the Company may convert the Series A Preferred Stock into shares of Common Stock. Conversion is determined by (i) multiplying the number of shares of Series A Preferred Stock to be converted by the issuance price of $ 1.00 per share, (ii) adding to the result all accrued and accumulated and unpaid dividends on such shares of Series A Preferred Stock to be converted, and then (iii) dividing the result by the issuance price of $ 1.00 per share. On August 4, 2025, we entered into the Exchange Agreements with Hensley & Company, an entity affiliated with Andrew K. McCain, a director of the Company, and JC Associates, Inc.. 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 $ 9,297,894 for an aggregate of 9,297,894 newly authorized shares of Series A Preferred Stock. Upon the closing of the transactions contemplated by the Exchange Agreements, the Exchange Notes were cancelled, and the Holders relinquished all rights, powers, privileges, remedies, or interest under such securities. The Series A Preferred Stock was entitled to cumulative dividends at a rate of 10 % per annum, accruing daily and compounding quarterly, whether or not declared by the Board of Directors, based on the original issuance price plus any previously accrued and unpaid dividends. As a result of this transaction, for the year ended December 31, 2025, the Company recognized a gain on troubled debt restructuring of $ 5,296,103 , which reflects the difference between the carrying value of the Exchange Notes and the estimated fair value of the Series A Preferred Stock issued. On November 6, 2025, we converted all 9,297,894 outstanding shares of Series A Preferred Stock, together with $ 222,815 in accrued and unpaid dividends, into 9,520,709 shares of Common Stock. Series B Preferred Stock On September 25, 2025, we filed with the Secretary of State of the State of Delaware a Certificate of Designations, Preferences and Rights of Series B Preferred Stock of CISO (the “Series B Certificate of Designations”). The Series B Certificate of Designations sets forth the rights, preferences, privileges, and restrictions of the shares of Series B Preferred Stock. Following is a summary of the terms of the Series B Preferred Stock. ● Number of Shares – 15,625 shares of preferred stock are designated as Series B Preferred Stock. ● Voting – No voting rights. F- 22 ● Rank – The Series B Preferred Stock rank senior and prior to the common stock and junior to the Series A Preferred Stock. ● Dividend Rights – The holders of Series B Preferred Stock are entitled to receive, concurrently with any dividends or distributions, such dividends or distributions paid to the holders of common stock to the same extent as if such holders had converted the Series B Preferred Stock into common stock (without regard to any limitations on conversion) and had held such shares of common stock on such record date. ● Liquidation Rights – In the event of any Liquidation (as defined in the Certificate of Designations), each holder will be entitled to receive liquidating distributions out of our assets legally available for distribution to our stockholders, before any payment or distribution of any of our assets shall be made or set apart for holders of any junior securities, including, without limitation, the common stock in an amount equal to the greater of (i) $ 1,000 per share and (ii) the amount that would have been received had such Series B Preferred Stock and accrued and unpaid dividends thereon, if any, been converted immediately prior to such Liquidation at the Conversion Price then in effect. ● Redemption Right – The Series B Preferred Stock is subject to redemption by us in certain circumstances where our common stock is not listed on or is otherwise suspended from Nasdaq, the holder becomes prohibited from converting any portion of the Series B Preferred Stock for eighteen (18) months following the issuance of such Series B Preferred Stock due to the Exchange Cap, or the market price of our common stock falls and remains below the Minimum Conversion Price for ten (10) consecutive trading days (each as described in the Series B Certificate of Designations). ● Conversion Rights – Each share of Series B Preferred Stock will be convertible at the option of the holder into the number of shares of common stock determined by dividing the initial stated value of $ 1,000 per share (the “Stated Value”) by the applicable conversion price for the Series B Preferred Stock then being converted as of each conversion date (the “Conversion Price”). The Conversion Price equals (a) with respect to the first $ 500,000 of Stated Value of shares of Series B Preferred Stock being converted, the greater of (x) one hundred and five percent ( 105 %) of the lowest volume weighted average price, as reported by Bloomberg Financial Markets, during the five (5) trading day period immediately preceding and ending on the trading day immediately preceding such conversion date and (y) the Minimum Conversion Price (defined below), and (b) with respect to all additional shares of Series B Preferred Stock being converted thereafter, the greater of (x) ninety-five percent ( 95 %) of the lowest volume weighted average price during the five (5) trading day period immediately preceding and ending on the trading day immediately preceding such conversion date and (y) the Minimum Conversion Price. The “Minimum Conversion Price” is initially $ 0.40 per share (subject to adjustment). ● Redemption Right During VWAP Condition – If the Volume Weighted Average Price (“VWAP”) for any trading day falls below the Minimum Conversion Price and then remains below the Minimum Conversion Price for ten (10) consecutive trading days after the Series B Preferred Stock become convertible (“VWAP Condition”) then: ○ If the holder delivers a notice of conversion while a VWAP Condition exists, the company must redeem such preferred stock. The company must pay to the holder, on a monthly basis beginning on the first (1st) day of the first (1st) month following the conversion date in respect of such notice of conversion and for continuing for the eleven (11) consecutive months thereafter, an amount equal to one-twelfth (1/12th) of one hundred five percent ( 105 %) of the Stated Value of such preferred stock. If 18 months after issuance of such preferred stock (or 36 months after the commitment date, whichever comes first) occurs before the 12-month redemption period ends, the company must pay the remaining balance in full within 10 trading days ○ If the holder does not deliver a notice of conversion while a VWAP Condition exists and the VWAP Condition continues for each trading day through the date that is eighteen (18) months following issuance of such preferred stock, (or, if earlier, the date that is thirty-six (36) months following the commitment date), the company must redeem all remaining preferred stock in cash within 10 trading days. The redemption price will be the greater of: (a) the conversion price on the 10th day the VWAP fell below the Minimum Conversion Price, multiplied by the number of shares of Common Stock the preferred stock is convertible into, and (b) 110 % of the stated value of the preferred stock. ○ If the VWAP subsequently increases above the Minimum Conversion Price for ten (10) consecutive trading days before the 18-month or 36-month deadline, the VWAP Condition and the related redemption right no longer exists. ○ Regardless of the VWAP Condition or subsequent recovery, the holder maintains the right to convert the Series B Preferred Stock into Common Stock at the Minimum Conversion Price at any time and forego their cash redemption right related to the existence of a VWAP Condition. F- 23 ● Redemption Right Upon Trading Failure – Within five (5) trading days of the holder’s receipt of a trading failure notice, the holder may require the company to redeem in cash all or any portion of such holder’s Series B Preferred Stock at the redemption price. ○ Redemption Price – The greater of (i) the Stated Value and (ii) the product of (x) the lowest conversion price in effect during the period beginning on the date immediately preceding the trading failure and ending on the date of the redemption notice and (y) the number of shares of Common Stock into which such Series B Preferred Stock is convertible at the conversion price then in effect. ● Trading Failure : (A) The suspension of the Common Stock from trading on the Nasdaq for a period of ten (10) consecutive Trading Days or for more than an aggregate of twenty (20) trading days in any 365-day period or (B) the failure of the Common Stock to be listed on the Nasdaq. ● Subsequent Rights Offerings. If at any time the we grant, issue, or sell any Common Stock or Common Stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock, then the holders of Series B Preferred Stock will be entitled to acquire the same as if the holder had held the number of shares of Common Stock acquirable upon complete conversion of such holder’s Series B Preferred Stock immediately before the date on which a record is taken for the grant, issuance, and sale, so long as such holder’s ownership would not exceed 9.99 % of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series B Preferred Stock held by such holder. ● Beneficial Ownership Limitation . The Company will not affect any conversion of the Series B Preferred Stock and the holder may not convert any portion of the Series B Preferred Stock, such that, after giving effect to the conversion, the holder would own in excess of 9.99 % of the Company’s Common Stock outstanding immediately after the conversion. On September 24, 2025, we entered into the Purchase Agreement with B. Riley Principal Capital, LLC (“B. Riley”), pursuant to which we will have the right to issue and sell to B. Riley, and B. Riley must purchase from us, up to $ 15.0 million of shares of our newly authorized Series B Preferred Stock. Such sales of Series B Preferred Stock by us to B. Riley, if any, will be subject to certain limitations and conditions set forth in the Purchase Agreement, and may occur from time to time, at our sole discretion, over the 18-month period commencing September 24, 2025 and terminating on the earliest of (i) March 24, 2027 and (ii) the date on which B. Riley shall have made payment of the aggregate purchase price equal to $ 15.0 million. In no event may we issue or sell to B. Riley under the Purchase Agreement shares of our Series B Preferred Stock that are convertible into an aggregate number of shares of Common Stock exceeding a customary 9.99 % beneficial ownership limitation. During the year ended December 31, 2025, the Company issued 2,396 shares of Series B Preferred Stock to B. Riley pursuant to the Purchase Agreement for cash proceeds of $ 1,774,935 (net of $ 525,065 of offering costs). Such shares are classified as temporary equity in the company’s consolidated balance sheet, because they are redeemable upon the occurrence of an event that is not solely within the control of the company, and subsequent to issuance their carrying value is adjusted to redemption value. For the year ended December 31, 2025, the Company recognized $ 699,445 of accretion of the carrying value of Series B Preferred Stock to its redemption value with a corresponding decrease to additional paid-in capital. As of December 31, 2025, 315 shares of Series B Preferred Stock had been converted into 624,795 shares of Common Stock, with 2,081 shares remaining outstanding. Any additional future issuances of shares of Series B Preferred Stock to B. Riley pursuant to the Purchase Agreement are subject to certain conditions, including (i) the lowest daily VWAP for each of the five (5) consecutive trading days prior to the put notice date and (ii) the closing sale price on the trading day prior to the put notice date shall equal or exceed 150 % of the Minimum Conversion Price then in effect. Warrants During the years ended December 31, 2025 and 2024, we issued warrants to the Purchasers and the Placement Agent of the Securities Purchase Agreement to purchase 500,000 shares of our Common Stock. The warrants issued to the Purchasers and Placement Agent are exercisable for a period of five years from the date of issuance with an exercise price of $ 1.15 per share. F- 24 The following table summarizes warrant activity for the years ended December 31, 2025 and 2024: SCHEDULE OF STOCK WARRANT ACTIVITY Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at December 31, 2023 49,614 $ 17.56 4.12 - Granted 6,724,945 2.88 5.00 - Exercised - - - - Expired or cancelled - - - - Outstanding at December 31, 2024 6,774,559 $ 2.98 4.93 $ 3,993,200 Granted 275,055 1.15 - - Exercised ( 2,018,333 ) 0.97 - - Expired or cancelled - - - - Outstanding at December 31, 2025 5,031,281 $ 1.18 3.92 $ - Exercisable at December 31, 2025 5,031,281 $ 1.18 3.92 $ - Note 11 – 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 $ 0.00001 per share, available for issuance under the 2023 Plan by ten million ( 10,000,000 ) shares (the “Plan Amendment”). The Plan Amendment was previously adopted by our Board of Directors on October 31, 2025. As of December 31, 2025, 735,841 shares were available for issuance under the 2023 Plan. The additional shares approved under the Plan Amendment are not reflected as of December 31, 2025, as the related Form S-8 was filed on February 13, 2026. 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 1 to 4 years. Stock options expire 10 years from the date of grant. In applying the Black-Scholes option pricing model to stock options granted, we used the following assumptions: SCHEDULE OF BLACK-SCHOLES STOCK OPTIONS GRANTED Year Ended Year Ended December 31, 2025 December 31, 2024 Risk-free interest rate 3.59 % - 4.67 % 3.78 % - 4.23 % Expected term (years) 4.00 – 6.25 6.25 Expected volatility 96.30 % – 141.81 % 96.30 % – 96.65 % Expected dividend yield - % - % F- 25 The following table summarizes stock option activity for the year ended December 31, 2025: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at December 31, 2024 1,523,691 $ 37.34 4.43 $ 254,206 Granted 3,192,166 0.92 - - Exercised ( 5,000 ) 0.62 - 2,986 Expired or cancelled ( 667,905 ) 30.57 - - Outstanding at December 31, 2025 4,042,952 $ 9.78 8.17 $ 16,013 Exercisable at December 31, 2025 1,189,714 $ 30.69 5.26 $ 16,013 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 $ 3,301,782 and $ 8,956,571 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there was unrecognized compensation expense of $ 2,026,186 with a weighted average recognition period of 1.95 years related to the stock options. The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024, was $ 2,986 and zero , respectively. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $ 0.86 and $ 1.34 , respectively. During the year-ended December 31, 2025, 79,733 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 the Company’s Common Stock on the grant date. On June 13, 2025, we granted 1,550,000 RSUs with a weighted-average grant date fair value of $ 0.96 . Total stock-based compensation expense related to the RSUs was $ 205,874 for the year ended December 31, 2025. As of December 31, 2025, there was unrecognized compensation expense of $ 1,282,126 with a weighted average recognition period of 3.45 years related to the RSUs. NOTE 12 – COMMITMENTS AND CONTINGENCIES Legal Claims From time-to-time, we are a party to litigation and subject to claims, suits, regulatory and government investigation, other proceedings, and consent decrees in the ordinary course of business. We investigate claims as they arise and accrue estimates for resolutions of legal and other contingencies when losses are probable and reasonably estimable. There are no material pending legal proceedings in which we or any of our subsidiaries is a party or in which any of our directors, officers or affiliates, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us. While the results of such normal course claims and legal proceedings, regardless of the underlying nature of the claims, cannot be predicted with certainty, management believes, based on current knowledge and the likely timing of resolution of various matters, any additional reasonably possible potential losses above the amounts accrued for such matters would not be material. However, the outcome of claims, legals proceedings, or investigations are inherently unpredictable and subject to uncertainty, and may have an adverse effect on us because of defense costs, diversion of management resources, and other factors that are not known to us or cannot be quantified at this time. We may also receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. The final outcome of any current or future claims or lawsuits could adversely affect our business, financial condition, or results of operations. We periodically evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued or the reasonably possible losses that we have disclosed, and make adjustments as appropriate. F- 26 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 December 31, 2025 and 2024, our accrual for estimated indirect tax liabilities was $ 30,486 and $ 32,959 , respectively, reflecting our best estimate of the potential liability based on an analysis of our business activities, revenues subject to indirect taxes, and applicable regulations. Although we believe our indirect tax estimates and associated liabilities are reasonable, the final determination of indirect tax audits, litigation, or settlements could be materially different than the amounts established for indirect tax contingencies. 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 certain customers, subject to certain 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 consolidated financial statements as of December 31, 2025 and 2024. 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 13 – DEBT 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 $ 2,200,000 and paid an origination fee of $ 44,000 . The business loan carried an interest rate of 53.44 % per annum and was payable in 52 weekly installments of $ 53,731 . On March 28, 2024, under a troubled debt restructuring, we entered into a Business Loan and Security Agreement (the “Loan Agreement”) with LendSpark Corporation (the “Lender”), pursuant to which we obtained a restructured loan with a principal amount of $ 2,200,000 (the “Restructured Loan”) from the Lender. In connection with the Restructured Loan, we entered into a Fee Agreement with the Lender, pursuant to which we issued 100,000 shares of our Common Stock, as partial consideration for the Lender’s agreement to enter into the Loan Agreement and extend credit to us. The Restructured Loan bore interest at a rate of 51.73 % per annum and was payable in 52 weekly installments of $ 53,308 , commencing on April 5, 2024. We recorded interest expense of $ 54,561 and $ 1,179,938 for the years ended December 31, 2025 and 2024, respectively. The Restructured Loan was repaid in full on March 26, 2025. F- 27 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 $ 2,000,000 plus an administrative agent fee paid of $ 100,000 (“Subordinated Business Loan”). The Subordinated Business Loan was in excess of 100 % per annum and was payable in 30 weekly installments. The first four installments due were $ 75,000 followed by 26 installments of $ 103,154 . For the year ended December 31, 2024, we recorded interest expense of $ 1,026,058 . This loan was repaid in full in February 2025. In November 2024, we entered into a Note Purchase Agreement, pursuant to which we obtained a loan with a principal amount of $ 540,000 and paid an original issue discount of $ 140,000 . The effective interest rate on Note Purchase Agreement exceeded 100 % per annum. This loan matured on January 1, 2025, and was repaid in full. 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 $ 1,020,000 and interest of 8.00 % per annum. The Promissory Note was scheduled to mature in November 2025. On August 5, 2025, the Promissory Note together with $ 15,729 of accrued and unpaid interest were converted to Series A Preferred Stock, and the Promissory Note was fully extinguished. Refer to Note 10, Stockholders’ Equity and Temporary Equity, for further discussion. For the years of December 31, 2025 and 2024, we recorded interest expense of $ 66,404 and $ 11,136 , respectively. Accrued interest payable as of December 31, 2025 and 2024, was $ 0 and $ 11,136 , respectively. As of December 31, 2025 and 2024, term loans were comprised of the following: SCHEDULE OF TERM LOANS Effective Interest Rate Maturities December 31, 2025 December 31, 2024 Term loans 4.75 % to 6.00 % 2026 - 2027 $ 87,588 $ 2,711,362 Less: current portion ( 83,983 ) ( 2,674,090 ) Loans payable, net of current portion $ 3,605 $ 37,272 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 $ 3,500,000 . The amount available for borrowing at any one time was limited to 80 % of our eligible accounts receivable. The 2024 Loan and Security Agreement had an interest rate of 19.25 % per annum (based on a 360-day year), payable on the first business day of each month following the accrual thereof. The 2024 Loan and Security Agreement, together with accrued and unpaid interest thereon, was due on January 30, 2025 (the “Maturity Date”). 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 $ 3,500,000 . The amount available for borrowing at any one time is limited to 85 % of our eligible accounts receivable. The 2025 Loan and Security Agreement bears interest at a rate of 18.00 % per annum (based on a 360-day year), payable on the first business day of each month following the accrual thereof. The 2025 Loan and Security Agreement, together with accrued and unpaid interest thereon, is due on April 14, 2026 (the “Maturity Date”). Upon providing 30 days written notice we may terminate the 2025 Loan and Security Agreement, subject to an early termination fee of $ 35,000 . Upon the occurrence of an “Event of Default” (as defined in the 2025 Loan Security Agreement and including the failure to make required payments when due after specified grace periods, certain breaches and certain specified insolvency events), Aion would have the right to accelerate payments due, which from after such acceleration would bear interest at a default rate of 29.25 % per annum. The 2025 Loan and Security Agreement is secured by our assets. In relation to the Loan and Security Agreements, we recorded interest expense of $ 308,485 and $ 374,521 during the years ended December 31, 2025 and 2024, respectively. Accrued interest payable as of December 31, 2025 and 2024 was $ 1,086 and $ 0 , respectively. As of December 31, 2025 and 2024, the Loan and Security Agreement outstanding balance was $ 2,172,667 and $ 1,957,938 , respectively. F- 28 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 $ 5,000,000 . On March 25, 2025, we entered into Amendment #1 to this convertible note, which extended the maturity date of the convertible note to March 20, 2026. Mr. McCain, a director of our company, is President and Chief Executive Officer of Hensley & Company. On August 5, 2025, the principal amount of $ 5,000,000 , together with $ 1,180,554 of accrued and unpaid interest payable under the convertible note were converted into shares of Series A Preferred Stock, and the convertible note was fully extinguished. Refer to Note 9, “Related Party Transactions” for further details regarding this convertible note. JC Associates Convertible Notes In June 2023, we issued an unsecured convertible note payable in the principal amount of $ 1,050,000 bearing an interest rate of 10.00 % per annum, payable monthly. The principal amount, together with accrued and unpaid interest, was due on June 7, 2024 . In June 2024, we entered into Amendment #1 to extend the maturity date of the $ 1,050,000 unsecured convertible note payable to December 15, 2024. In exchange for an extension of the maturity date, we agreed to repay on September 30, 2024 , all accrued, but unpaid interest as of September 30, 2024 on the convertible note payable. All remaining accrued but unpaid interest was due at maturity on December 15, 2024. In December 2024, we entered into Amendment #2 to extend the maturity date of the $ 1,050,000 unsecured convertible note payable to December 15, 2025. In exchange for the extension of the maturity date, interest beginning from the date of Amendment #2 increased to 12.00 % per annum and $ 25,000 of accrued interest was to be repaid on or before December 31, 2024, with the remaining accrued interest due on or before March 31, 2025. On August 5, 2025, the principal amount of $ 1,050,000 convertible note payable together with $ 16,191 of accrued and unpaid interest payable under the convertible note were converted into Series A Preferred Stock, and the convertible note was fully extinguished. Refer to Note 10, “Stockholders’ Equity and Temporary Equity,” for further discussion. We recorded interest expense of $ 110,070 and $ 156,314 for the years ended December 31, 2025 and 2024, respectively. Accrued interest payable as of December 31, 2025 and 2024 was $ 0 and $ 163,165 , respectively. In October 2023, we issued an unsecured convertible note payable in the principal amount of $ 1,000,000 bearing an interest rate of 12.00 % per annum, payable monthly. The principal amount, together with accrued and unpaid interest was due on October 12, 2024 . In June 2024, we entered into Amendment #1 to extend the maturity date of the $ 1,000,000 unsecured convertible note payable to December 15, 2024. In exchange for an extension of the maturity date, we agreed to repay on September 30, 2024 , all accrued, but unpaid interest as of September 30, 2024 on the convertible note payable. All remaining accrued, but unpaid interest was due at maturity on December 15, 2024. In December 2024, we entered into Amendment #2 to extend the maturity date of the $ 1,000,000 unsecured convertible note payable to December 15, 2025. In exchange for the extension of the maturity date, $ 25,000 of accrued interest was to be repaid on or before December 31, 2024, with remaining accrued interest due on or before March 31, 2025. On August 5, 2025, the principal amount of $ 1,000,000 convertible note payable together with $ 15,420 of accrued and unpaid interest payable under the unsecured convertible note were converted into Series A Preferred Stock, and the unsecured convertible note was fully extinguished. Refer to Note 10, “Stockholders’ Equity and Temporary Equity,” for further discussion. We recorded interest expense of $ 81,083 and $ 137,220 for the years ended December 31, 2025 and 2024, respectively. Accrued interest payable as of December 31, 2025 and 2024 was $ 0 and $ 164,307 , respectively. F- 29 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 $ 8,125,000 of convertible notes payable and warrants to purchase our Common Stock. The convertible notes payable had a face value of up to $ 8,125,000 and were subject to an original issue discount of 20 %. The convertible notes payable did not bear a stated rate of interest and matured one year from the date of issuance. The effective interest rate of these convertible notes exceeded 100% per annum. At any time prior to or on the maturity date, the Purchasers, could in part or in whole convert the outstanding principal amount into shares of our Common Stock at a conversion price equal to 90 % of the lowest volume weighed average price of our Common Stock during the ten trading day period immediately preceding the conversion date. At no time could the conversion price be below $ 0.394 per share. The Agreement initially funded us with gross proceeds (prior to the 20 % original issue discount) of $ 3,125,000 in December 2024, and the remaining $ 5,000,000 (prior to the 20 % original issue discount) was funded upon the effectiveness of a change in a majority of our directors, which occurred on January 7, 2025. The proceeds from the Agreement were used to repay outstanding principal amounts of short-term indebtedness and for general corporate purposes, which included working capital and research and development. Pursuant to the Agreement we issued warrants to the Purchasers to purchase up to 6,500,000 shares of our Common Stock with an exercise price of $ 1.00 per share. 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 consolidated statements of operations and comprehensive loss in change in fair value of derivative liability. During the year ended December 31, 2025, $ 8,125,000 of the convertible notes payable issued under the Agreement were converted into 15,151,706 shares of our Common Stock. We recognized losses on the conversion of the convertible notes of $ 863,669 for the year ended December 31, 2025, which is the intrinsic value of the shares issued upon conversion. For the year ended December 31, 2025, we recognized interest expense of $ 7,898,323 related to the accretion of the convertible notes payable and the amortization of debt issuance costs. As of December 31, 2025, no convertible notes payable issued under the Agreement remained outstanding and the derivative liability has been derecognized. At December 31, 2025, the principal payments due under the above term loans and line of credit were as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR LONG TERM DEBT 2026 $ 2,256,650 2027 3,605 Total future principal payments 2,260,255 Less: current portion of debt ( 2,256,650 ) Debt, net of current portion $ 3,605 F- 30 NOTE 14 – LEASES During the years ended December 31, 2025 and 2024, we recognized additional ROU assets and lease liabilities of $ 0 and $ 60,215 , respectively. When measuring lease liabilities for leases that were classified as operating leases, we discounted lease payments using its estimated incremental borrowing rate. The weighted average incremental borrowing rate applied was 11.54 % for the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, our leases had a remaining weighted average term of 2.22 years and 3.22 years, respectively. The following table presents net lease cost and other supplemental lease information: SCHEDULE OF LEASE COST AND OTHER SUPPLEMENT LEASE INFORMATION Year Ended December 31, 2025 Year Ended December 31, 2024 Lease cost Operating lease cost (cost resulting from lease payments) $ 217,377 $ 294,383 Short-term lease cost 30,294 32,759 Total lease cost $ 247,671 $ 327,142 Cash paid for amounts included in the measurement of lease liabilities $ 217,377 $ 294,383 Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the year ended December 31, 2025, are as follows: SCHEDULE OF FUTURE MINIMUM UNDER NON-CANCELLABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2026 $ 223,177 2027 229,145 2028 51,662 Total future minimum lease payments 503,984 Amount representing interest ( 61,934 ) Present value of net future minimum lease payments $ 442,050 NOTE 15 – FAIR VALUE MEASUREMENT The estimated fair value of the conversion feature of the derivative liability was based on Monte Carlo simulations, a valuation model. The derivative liability component of the convertible notes was classified as Level 3 due to significant unobservable inputs. During the year ended December 31, 2025, the derivative liability was derecognized following the conversion of the convertible notes into shares of Common Stock. The following table sets forth as of December 31, 2024 the carrying value of the derivative liability that was measured and recorded at fair value on a recurring basis: SCHEDULE OF FAIR VALUE MEASUREMENT December 31, 2024 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Current liabilities Derivative liability $ - $ - $ 2,102,927 Total liabilities measured at fair value $ - $ - $ 2,102,927 F- 31 NOTE 16 – INCOME TAXES No current or deferred income tax benefit or expense was recognized in the years ended December 31, 2025 and 2024. A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended December 31, 2025 and 2024 is as follows: SCHEDULE OF STATUTORY FEDERAL INCOME TAX BENEFIT TO ACTUAL TAX BENEFIT Year Ended December 31, 2025 2024 Computed tax benefit at statutory rate 21.00 % 21.00 % Stock-based compensation ( 5.87 )% ( 9.51 )% Other permanent adjustments ( 8.60 )% - State taxes ( 13.54 )% - Change in valuation allowance 6.90 % ( 4.34 )% Return to provision adjustments 0.11 % ( 7.15 )% Effective tax rate 0.00 % 0.00 % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows as of December 31, 2025 and 2024: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2025 2024 Year Ended December 31, 2025 2024 Deferred tax assets: Intangible assets $ 328,293 $ 225,497 Allowance for credit losses 15,077 32,230 Net operating loss carryforwards 10,814,686 10,791,845 Stock-based compensation 12,014,861 12,176,163 Accounts payable and accrued liabilities 112,693 432,604 Goodwill impairment 7,072,215 7,357,100 Other 316,793 375,496 Leases 86,738 - Total deferred tax assets $ 30,761,356 $ 31,390,935 Valuation allowance ( 30,608,487 ) ( 31,165,400 ) Net deferred income taxes $ 152,869 $ 225,535 Deferred tax liabilities Property and equipment $ ( 27,398 ) $ ( 84,402 ) Prepaid expenses ( 50,808 ) ( 141,133 ) Right-of-use assets ( 71,271 ) - Other ( 3,392 ) - Total deferred tax liabilities ( 152,869 ) ( 225,535 ) Net deferred tax liabilities $ - $ - We account for deferred taxes under ASC 740, Income Taxes , which requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, legislative developments, and results of recent operations. The evaluation of the recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. F- 32 We have provided a valuation allowance for our net deferred tax assets at December 31, 2025 and 2024, due to the uncertainty surrounding the future realization of such assets and the cumulative losses we have generated. Therefore, no benefit has been recognized in the financial statements for the net operating loss carryforwards and other deferred tax assets. During the years ended December 31, 2025 and 2024, respectively, the valuation allowance decreased by $ 556,913 and increased by $ 4,712,900 , respectively. As of December 31, 2025, we had approximately $ 43,757,603 of consolidated federal net operating loss carryforwards and $ 41,699,531 of apportioned state net operating loss carryforwards available to offset future taxable income, respectively. If unused, the federal and state net operating loss carryforwards will begin to expire in 2034. Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (“IRC”), and similar state provisions. We have not performed a detailed analysis to determine whether an ownership change under Section 382 of the IRC has occurred or will occur. We will perform an analysis as soon as is practicable to determine the extent of limitations. It is possible that additional limitations may arise in future years, even after an analysis is completed, due to future changes in the ownership of our Company. We file federal and state income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, we are no longer subject to federal or state income tax examinations by tax authorities for tax years prior to 2023 and 2022, respectively. We believe our income tax filing positions and deductions are more likely than not to be sustained on audit. Therefore, no liabilities for uncertain tax positions have been recorded. As of the date of this filing, we have not filed our 2025 federal and state income tax returns. We expect to file these documents as soon as practicable. NOTE 17 – DEFINED CONTRIBUTION PLAN We sponsor a defined contribution 401(k) plans covering eligible U.S. employees, who may contribute up to 80 % of their compensation, subject to limitations established by the Internal Revenue Code. We amended our plan in 2024 to remove any matching feature. No matching contributions were made for the years ended December 31, 2025 and 2024. NOTE 18 – CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS Cash Deposits Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Although we deposit cash with multiple banks, these deposits may exceed the amount of insurance provided on such deposits. These deposits may generally be redeemed upon demand and bear minimal risk. Revenue and Accounts Receivable For the year ended December 31, 2025, the Company had one customer that represented approximately 10 % of total revenue. For the year ended December 31, 2024, no customer represented 10 % or more of total revenue. As of December 31, 2025, the Company had one customer that represented approximately 17 % of our accounts receivable balance. As of December 31, 2024, two customers represented approximately 13 % and 11 %, respectively, of our accounts receivable balance. NOTE 19 – ACCUMULATED OTHER COMPREHENSIVE LOSS SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME Foreign Currency Translation Adjustments Total AOCL Balance as of December 31, 2023 $ 1,320,177 $ 1,320,177 Other comprehensive income ( 4,779 ) ( 4,779 ) Amounts reclassified from AOCL ( 1,320,177 ) ( 1,320,177 ) Balance as of December 31, 2024 $ ( 4,779 ) $ ( 4,779 ) NOTE 20 – SUBSEQUENT EVENTS On January 12, 2026, we filed a Certificate of Amendment with the Secretary of State of the State of Delaware to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to increase the number of authorized shares of our Common Stock, par value $ 0.00001 per share, from 300,000,000 to 1,300,000,000 . The Certificate of Amendment was approved by our stockholders at the 2025 Annual Meeting of Stockholders held on December 10, 2025, as reported on the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2025. On February 13, 2026, we filed a Form S-8 Registration Statement with the SEC to register an aggregate of 10,000,000 additional shares of our common stock available for issuance under our 2023 Equity Incentive Plan, as amended (the “Plan”). The additional shares are being registered in addition to our common stock previously registered for issuance under the Plan pursuant to our Registration Statement on Form S-8 filed with the Commission on October 31, 2023. F- 33