What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-31 compared with 2024-04-16 · 411 added, 276 removed, 119 unchanged (85% of the section changed)

3 unchanged sentences

dollar amounts are expressed in United States dollars.

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

or create a better cyber posture in their organization.

Cybersecurity, also known as computer security or information technology security,

is the protection of computer systems and networks from information disclosure, theft of or damage to their hardware, software, or electronic

data, as well as from the disruption or misdirection of the services they provide.

The cybersecurity industry has a supply and demand

issue wherein there is more demand for cybersecurity services than there are expert and seasoned compliance and cybersecurity professionals

available in the market.

We seek to identify, attract, and retain highly skilled cyber and compliance teams and bring them together to

provide holistic cyber services.

We accomplish this through acquisitions, direct hiring, and incentivizing employees with stock options

to help retain them.

On an ongoing basis, we seek to identify cyber talent that is culturally aligned and that offers operating leverage

through both existing customer revenue and relationships.

We have invested in enterprise solutions and executive talent to integrate

our different organizations into an ecosystem that works together to provide complete and holistic cybersecurity through cross pollination

of solutions.

The ecosystem is intended to provide additional revenue opportunities and drive overall recurring revenue.

emphasize to clients the critical nature of having their work force create a continuously aware security culture.

Once engaged, we strive

to become the trusted advisors for customers’ cybersecurity and compliance needs by providing tailored security solutions based

upon their organizational needs.

We do not focus on selling cybersecurity products;

we are product-agnostic so that we can provide solutions

that fit the customer’s security needs, financial realities, and future strategy.

Our approach is to evaluate the client’s

organization holistically, identify compliance requirements, and secure the infrastructure while helping to create a culture of security.

provide a full range of cybersecurity consulting and related services, encompassing all three pillars of compliance, cybersecurity, and

Our services include compliance services, secured managed 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.

that outcome, we developed our unique offering of MCCP+ (“Managed Compliance & Cybersecurity Provider + Culture”), which

is the only holistic solution that provides all three 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.

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.

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

stronger customer retention.

The benefit to our customers is that they receive an efficient engagement from a single provider that covers

a wide range of their needs.

This means their challenges are addressed more thoroughly and problems are resolved more rapidly when compared

to working with multiple vendors.

This leads to the best possible outcome, which enables our customers to commit to us for the long term.

believe that our business model is differentiated from other companies in the industry in that our employees are not consultants;

are dedicated partners available on a recurring monthly contract.

Due to the numerous challenges in hiring experienced cybersecurity

and compliance professionals, assimilating our team of industry and subject matter experts into our clients’ teams is the ideal

are technology agnostic.

Whereas, most cybersecurity firms are locked into working with a single technology, we seek to differentiate

ourselves by remaining technology agnostic.

This approach enables us to work with any business, no matter what systems or tools they

For our customers, the benefit is equally valuable as they are able to choose the best tools and technology for their business needs

without affecting their relationship with us.

believe that building a world-class technology team with industry-specific and subject-matter expertise is the key to providing cutting-edge

solutions to our clients.

We will continue to identify and acquire cybersecurity talent to expand our scope of services and geographical

footprint to fortify our capability to deliver excellence to our customers.

Furthermore, our goal is to stay a step ahead of threat actors

and regulatory obligations to keep our customers safe and compliant.

Cybersecurity Challenge

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

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

losses globally.

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

trillion annually by 2025.

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

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

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

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

Moreover, an Accenture survey reported that 68% of

business leaders feel their cybersecurity risks are increasing.

Cybersecurity Ventures has also estimated that worldwide global

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

The New York Times reported that

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

Three years later, despite widespread university

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

supply and demand will remain through at least 2025.

In response to the increasing economic damage caused by heightened cybersecurity

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

minimum cybersecurity underwriting requirements, as well as premium costs.

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

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

We support clients from

17 historical acquisitions with expanded service offerings.

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

and upselling.

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

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

In addition, our strategy around

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

company is a leading cybersecurity, compliance, and software firm composed of highly trained and seasoned security professionals.

collaborate with clients to enhance or establish a stronger cybersecurity posture within their organizations.

Cybersecurity, also referred

to as computer or information technology security, protects computer systems and networks from data breaches, hardware damage, software

compromise, and service disruptions.

cybersecurity industry faces a significant supply and demand imbalance, with greater demand for services than the market can supply in

terms of expert, seasoned compliance and cybersecurity professionals.

To address this, we prioritize identifying, attracting, and retaining

top cybersecurity and compliance talent.

Our strategy includes acquisitions, direct hiring, and employee incentivization through stock

options to ensure retention.

We continuously seek culturally aligned cyber talent that offers operational leverage through existing revenue

streams and customer relationships.

have invested in enterprise solutions, executive leadership, and our proprietary software to integrate our acquisitions into a

unified ecosystem.

This ecosystem fosters cross-pollination of solutions, promoting additional revenue opportunities and enhancing

recurring revenue.

By emphasizing a security-aware workforce culture, we aim to become trusted advisors, providing tailored,

product-agnostic cybersecurity solutions that align with our clients’ security needs, financial realities, and strategic

comprehensive cybersecurity services span compliance, cybersecurity, and culture.

These services include compliance consulting,

secured managed services, Security Operations Center (SOC) services, virtual Chief Information Security Officer (vCISO) services,

incident response, certified forensics, technical assessments, and cybersecurity training.

We believe culture forms the foundation

of successful cybersecurity programs.

To support this, we have developed MCCP+ (“Managed Compliance & Cybersecurity

Provider + Culture”), a holistic solution combining all four pillars under one roof, delivered by a dedicated team of subject

matter experts.

Our proprietary software further enhances this offering by streamlining compliance management, threat detection, and

response capabilities, ensuring a faster and more effective security posture for our clients.

We differentiate ourselves through a technology-agnostic approach and a

relentless focus on acquiring high-demand cybersecurity talent, expanding both service capabilities and global reach.

Paired with our

proprietary CISO software, which enhances threat visibility and accelerates incident response, we deliver unparalleled value to clients

— surpassing competitors and traditional in-house security models.

This strategy drives scalable growth, strengthens recurring revenue

streams, and positions us as a leader in a market facing a critical cybersecurity talent shortage.

integrated service model enhances revenue capture and operational efficiency, resulting in improved profitability and stronger client

Clients benefit from streamlined engagements with a single provider addressing a broad range of needs, leading to faster problem

resolution and superior outcomes compared to multi-vendor approaches.

This fosters long-term client partnerships.

further differentiate ourselves through our staffing model:

our employees are dedicated partners, not consultants, available under

recurring monthly contracts.

This structure helps mitigate the challenges associated with hiring experienced cybersecurity

professionals.

By integrating our team of industry and subject matter experts into clients’ operations — supported by

our proprietary software — we offer a robust, embedded cybersecurity solution that continuously adapts to evolving

technology-agnostic stance allows us to work seamlessly with any business, regardless of existing systems or tools.

Clients retain the

flexibility to select the best technologies for their needs without impacting their relationship with us.

a world-class technology team with industry-specific expertise remains a cornerstone of our strategy.

We will continue acquiring top

cybersecurity talent to expand our services and geographical footprint, reinforcing our ability to deliver exceptional results for

Our goal remains to stay ahead of emerging threats and regulatory changes, ensuring our clients’ safety, compliance,

and success — with our proprietary software serving as a vital tool to support ongoing security, compliance, and operational

Cybersecurity

Service Offerings

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

with industry standards and regulations.

Our services fall into two main categories:

Security Managed Services and Professional Services.

A Market Poised for Growth

global connectivity accelerates, cyberattacks have emerged as one of the most pressing threats to enterprise and personal data, driving

unprecedented economic losses.

Cybersecurity Ventures projects global damages from cybercrime to reach $10.5 trillion annually by 2025.

Ransomware remains one of the fastest-growing attack types, with incidents expected to occur every two seconds, inflicting an estimated

$265 billion in annual damages by 2031 — a dramatic rise from $20 billion and an attack every 11 seconds in 2021.

parallel, an Accenture survey reports that 68% of business leaders perceive increasing cybersecurity risks.

Reflecting this urgency,

global cybersecurity spending is forecasted to surpass $1.75 trillion cumulatively between 2021 and 2025, with $459 billion allocated

in 2025 alone.

Despite this investment surge, the talent gap remains a critical constraint.

According to The New York Times and Cybersecurity

Ventures, 3.5 million cybersecurity roles remain unfilled — a disparity expected to persist through 2025.

Regulation and Cyber Insurance

cyber risks have triggered a wave of regulatory reforms and tighter cyber insurance standards.

Governments worldwide are enforcing more

rigorous cybersecurity mandates, while insurers have raised premium costs and minimum underwriting criteria.

This evolving landscape

compels organizations to prioritize cybersecurity investments to maintain compliance, secure coverage, and safeguard their operations.

Market Leadership and Growth Potential

are uniquely positioned to capitalize on this rapidly expanding market, offering end-to-end cybersecurity services with substantial opportunities

for sustained growth and value creation.

Key differentiators include:

Acquisition Strategy:

Through numerous strategic acquisitions, we have integrated top-tier

talent and broadened our capabilities, creating a comprehensive service portfolio aligned

with market demands.

Client Portfolio:

Serving more than 475 clients across diverse sectors, we are strategically

positioned to drive revenue growth through cross-selling and upselling high-value services.

Channel and Partnership Ecosystem:

We have cultivated an extensive network of partners,

supported by comprehensive training, enablement resources, and marketing content —

ensuring reliable new client acquisition and recurring revenue streams.

and Intellectual Property Development:

Our proprietary technologies and intellectual property provide a

competitive edge, enabling deeper penetration into existing accounts, expansion into new

markets, and enhanced partner collaboration opportunities.

Value Proposition:

Positioned for Scalable, Long-Term Success

evolving cybersecurity landscape presents a dynamic, high-growth market ripe with opportunity.

As threats intensify and regulatory pressures

mount, businesses require an agile, trusted cybersecurity partner.

Our proven mergers and acquisitions track record, expansive client base, channel-first

approach, and intellectual property-driven innovation uniquely position us for scalable growth and market leadership.

remain steadfast in our commitment to innovation and operational excellence — empowering organizations to stay resilient and secure

in an increasingly complex digital ecosystem.

This strategic approach ensures sustained value creation for our stockholders, partners,

and investors alike.

Cybersecurity

offer a comprehensive suite of cybersecurity services to safeguard our clients’ digital assets and ensure compliance

with applicable industry standards and regulations.

Our offerings fall into three main categories:

Security Managed Services,

Professional Services, and Cybersecurity Software.

Managed Services

Our Security Managed Services include the following offerings:

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

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

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

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

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

and Technology (“NIST”), and more.

Our experienced experts possess relevant certifications and provide continuous monitoring

Defense Operations:

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

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

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

Our Security Managed Services deliver proactive, scalable, and resilient cybersecurity solutions tailored to meet

evolving threat landscapes and regulatory requirements.

assist clients in implementing and maintaining appropriate security controls, prioritizing risk mitigation strategies, and ensuring continuous

compliance with key industry frameworks and regulations, including the following:

● Cybersecurity

Maturity Model Certification (“CMMC”);

Risk and Authorization Management Program (“FedRAMP”) ;

Information Security Modernization Act (“FISMA”) ;

Insurance Portability and Accountability Act of 1996 (“HIPAA”) ;

Information Trust Alliance (“HITRUST”) ;

Export Code (“IEC”) ;

● International

Organization for Standardization (“ISO”);

Institute of Standards and Technology (“NIST”) .

team of certified experts provides ongoing monitoring, assessment, and advisory services to help clients navigate the complexities of

regulatory compliance and mitigate operational risks.

Defense Operation

U.S.-based, 24/7 SOC leverages advanced technology and expert analysis to provide real-time threat detection, response, and mitigation.

Core capabilities include the following:

Detection and Response (“MDR”);

Detection and Response (“XDR”) ;

Information and Event Management (“SIEM”);

and Vulnerability Management .

services support comprehensive threat visibility, rapid incident response, and continuous improvement of clients’ security postures,

helping to minimize downtime and reduce the potential impact of cyberattacks.

Managed Services

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

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

firewall management.

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

minimize security risks efficiently.

integrated Security Managed Services (“SMS”) offering combines a robust portfolio of cybersecurity capabilities,

including the following:

network architecture design and management;

● Proprietary

cybersecurity software solutions ;

monitoring and response services ;

compliance support ;

remediation and recovery teams;

firewall and perimeter security management .

experienced engineers and cybersecurity architects support clients with secure cloud migrations, infrastructure modernization, and tailored

risk mitigation strategies — ensuring operational resilience and business continuity.

Our Professional Services division delivers comprehensive cybersecurity solutions designed to mitigate risk, enhance

resilience, and protect organizational value.

Incident Response and Digital Forensics

Leveraging advanced threat

intelligence and real-world adversarial techniques, our elite cybersecurity team specializes in swiftly identifying, containing, and eradicating

cyberattacks.

We conduct discreet, environment-wide investigations to assess breach scope, minimize operational disruption, and remediate

persistent threats — positioning us as the trusted partner when others fail.

Security Testing and Training

We empower organizations to proactively strengthen their cyber defenses through rigorous security assessments, including

red team and purple team penetration testing, simulated attack exercises, and specialized cybersecurity training.

Our programs include

industry-recognized certifications such as CMMC (Certified Cyber Professional and Cybersecurity Capability Assessment), CompTIA, and ISC2,

driving measurable improvements in cybersecurity posture and regulatory readiness.

Cybersecurity

Professional Services

Our Professional Services include the following offerings:

Incident Response and

Digital Forensics:

Our experienced team specializes in identifying and

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

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

Security Testing and

We provide security testing services, including penetration

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

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

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

readiness and resiliency.

are following a phased growth strategy.

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

niche companies with unparalleled expertise and talent.

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

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

of cybersecurity:

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

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

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

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

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

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

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

many of the cybersecurity challenges facing enterprises today.

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

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

technologies to help drive the cyber effectiveness leading to resiliency.

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

With a complete

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

our technology offerings through product led growth strategies.

Optimizing user experience and hands-free purchasing through digital

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

Such scalability will serve to increase

revenue and margins concurrently.

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

Our portfolio includes the following software-first solutions:

Security Management –

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

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

vulnerability management, secure managed IT and penetration testing data.

Edge Cloud Security Platform –

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

CISO Edge uses advanced

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

We offer a comprehensive

suite of proactive cybersecurity software solutions designed to protect organizations from evolving cyber threats.

Our offerings

encompass advanced threat detection, proactive monitoring, and robust risk management to ensure enterprise security and

CISO Edge is an AI-driven

cloud security solution that provides comprehensive protection across cloud-first, hybrid, and remote environments.

Purpose-built for

large enterprises, government entities, and high-value networks, CISO Edge defends against sophisticated cyber threats, including ransomware

and AI-powered exploits.

Notably, during testing at the 2024 Black Hat USA and DEF CON 32 conferences, CISO Edge blocked over 87,000 cyberattacks

in just six hours without a single breach.

CHECKLIGHT® Security Monitoring

CHECKLIGHT is a

proactive security monitoring software that detects potential threats to endpoints and alerts users before attacks can take hold, thereby

reducing the impact of breaches.

It identifies malicious software such as phishing attacks, malware, ransomware, and viruses.

inception, CHECKLIGHT has maintained a record of detecting all breaches, providing organizations with confidence in their endpoint

Argo Security Management

Argo is a security management

platform that aggregates and curates all security data across various services, including SIEM, MDR, XDR, governance, risk, compliance,

This centralized approach enhances the effectiveness of security teams by providing environment-wide cybersecurity visibility

through a customizable dashboard, enabling better-informed decisions.

Through these innovative

software solutions, we empower organizations to enhance their cybersecurity measures, protect critical assets, and maintain

compliance in an ever-evolving threat landscape.

have begun to execute a phased growth strategy designed to position our company as a leading provider of end-to-end cybersecurity

Our strategy is built upon strategic acquisitions, development of proprietary intellectual property (“IP”), and a focus on

scalable growth.

We aim to leverage our expertise and advanced technology offerings to drive both organic growth and market

expansion, thereby creating value for our investors.

Foundation of Expertise through Strategic Acquisitions

Phase I, we established a solid foundation of cybersecurity expertise by acquiring niche companies with unparalleled capabilities

in various cybersecurity domains.

These acquisitions have significantly expanded our talent pool and technical expertise, positioning

us as a leading cybersecurity provider.

The acquired talent spans across the United States, with deep domain knowledge in key

cybersecurity areas including the following:

and Compliance;

Defense Operations ;

Testing and Training;

IT and Architecture.

diverse expertise, coupled with leadership from seasoned industry executives, has enabled us to effectively address the complex

and rapidly evolving cybersecurity needs of organizations across various sectors.

Expanding Service Offerings and Capitalizing on Cross-Selling Opportunities

II of our growth strategy focuses on leveraging the synergies from our numerous historical acquisitions to expand service offerings

to existing clients.

Despite having only penetrated approximately 20% of our 475 clients for multiple services, we see significant

opportunities for cross-selling and upselling.

This presents a substantial revenue growth opportunity as we expand our service

offerings across our client base.

Additionally,

we have been building and expanding a strong channel and partnership ecosystem.

This ecosystem provides value-added training,

support, and partner marketing content, establishing a reliable stream of new revenue.

Our growing network of partnerships enhances our

ability to acquire new clients while fostering long-term relationships with existing ones.

Property Development and Innovation

key element of Phase II is the development of proprietary intellectual property that addresses the evolving cybersecurity challenges

facing enterprises.

We are investing heavily in the development of software-first technologies, leveraging cutting-edge advancements

such as machine learning (“ML”), artificial intelligence (“AI”), deep learning, neural networks, and proprietary DarkNet threat intelligence.

These technologies will be foundational to our offerings, providing differentiated solutions that drive effectiveness, resilience, and

advanced threat mitigation for our clients.

Scaling Through Product-Led Growth and Scalable Technology Solutions

Phase III, our primary focus will shift toward fueling organic growth through the commercialization and scaling of our

proprietary intellectual property.

We plan to accelerate growth through product-led strategies, optimizing the user experience

and enabling hands-free purchasing via digital interfaces.

This approach will allow us to expand our client base while reducing

the demand on our services team, driving efficiency and scalability.

we expand our technology offerings, we anticipate increasing revenue and operating margins concurrently.

The scalability of our intellectual property-driven

solutions positions us to capture a larger share of the cybersecurity market while maintaining high levels of profitability.

Property Suite and Future Growth

the heart of our strategy is the development of a comprehensive suite of proprietary software solutions, incorporating AI, neural networks,

and the latest algorithms.

These technologies are designed to address the most pressing cybersecurity challenges facing enterprises today,

positioning us at the forefront of the cybersecurity industry.

these efforts, we aim to deliver sustainable, long-term growth while continuing to provide our clients with best-in-class

cybersecurity solutions.

Our continued investment in intellectual property and innovative technologies will be key drivers of value

creation for our investors as we scale our business and expand our market presence.

Our Intellectual Property suite includes the following:

ARGO Security

Management – A security

management platform that is able to aggregate, then curate security data in real time from a client’s entire environment,

including network asset information, currently deployed cyber tools, SOC, vulnerability management, secure managed IT and

penetration testing data.

Edge Cloud Security Platform – A cloud-first

security solution designed to protect users from untrusted and malicious online threats.

CISO Edge uses advanced AI deep learning

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

Endpoint Security Monitoring

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

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

Relying on the same cybersecurity software engine used by several federal

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

– A powerful, proactive security monitoring software that detects potential threats to networks and provides advance alerts so

attacks can’t take hold.

Relying on the same cybersecurity software engine used by several federal agencies, it identifies unauthorized

processes associated with fraudulent phishing attacks, hacking, imposter scams, malware, ransomware, and viruses.

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

11 unchanged sentences

on December 1, 2019.

On February 29, 2024, our

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

The record date for the reverse stock split was the

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

As a result of the reverse stock split,

stockholders received one share of CISO Global, Inc.

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

February 29, 2024, our board of directors approved a 1-for-15 reverse stock split of our common stock.

The record date for the reverse

stock split was the close of business on March 7, 2024, with share distribution occurring on March 8, 2024.

As a result of the reverse

stock split, stockholders received one share of CISO Global, Inc.

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

the record date.

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

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

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

have also been adjusted.

23 unchanged sentences

risk management services.

Point Equities, Inc.

Cybersecurity

Ocean Point Equities, Inc.

Santiago, Chile (3)

December 1, 2021

Cybersecurity services.

Digital Security, Inc.

4 unchanged sentences

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

Informaticos CUATROi, S.P.A.,

Comercializadora

CUATROi S.P.A.,

Peru, S.A.C., and

Columbia, and Lima, Peru

services and cybersecurity.

Networks, S.P.A.,

Technologias, Limitada,

Servicios Profesionales, S.P.A., and

and Blue Solutions, LLC

solutions and managed services.

Servicios Informaticos CUATROi, S.P.A.,

Comercializadora CUATROi S.P.A.,

CUATROi Peru, S.A.C., and

CUATROi S.A.S.

Santiago, Chile

Bogota, Columbia, and Lima, Peru (3)

August 25, 2022

Managed services and cybersecurity.

NLT Networks, S.P.A.,

NLT Technologias, Limitada,

NLT Servicios Profesionales, S.P.A., and

White and Blue Solutions, LLC

Providencia, Chile

September 1, 2022

Security solutions and managed services.

Cyber Technologies, LLC

14 unchanged sentences

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

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

None of our customers

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

upon a few major customers.

cybersecurity market is highly fragmented.

We primarily compete with established and emerging security product vendors.

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

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

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

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

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

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

However, many of our

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

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

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

Many competitors provide cloud-based services, which means our competition is not restricted by regions.

It is critical for

our executive management team to identify and attract strategic acquisition targets in order to strengthen our competitive advantage

as a cybersecurity consolidator, which we believe brings higher service quality, more diverse service scope, and broader geographical

coverage at a lower cost.

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

We rely on trademarks,

Entities were disposed of on July 1, 2024.

See Note 4 to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

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

customers individually accounted for more than 10.0% of our consolidated revenue for the years ended December 31, 2024 and 2023, nor

are we dependent upon a few major customers.

Cybersecurity Market Analysis

cybersecurity market is highly fragmented, characterized by a diverse landscape of established industry leaders and emerging security

product vendors.

While competition within traditional endpoint and IT operations markets remains significant, we anticipate encountering

new competitors as we strategically expand into adjacent markets, thereby increasing our total addressable market.

believe our competitive positioning is strengthened by several key differentiators, including:

Intelligence and Expertise:

Our extensive experience in investigating and remediating complex

cyber incidents, often where other providers have failed, equips us with real-time threat

intelligence and practical insights.

This knowledge directly informs and enhances our solutions,

providing customers with proactive, resilient cybersecurity strategies.

● Comprehensive,

Integrated Solutions:

Our platform integrates a broad suite of SaaS offerings, enabling clients

to seamlessly unify threat detection, incident response, and cybersecurity validation.

streamlined approach reduces complexity and operational overhead compared to competitors

that rely on disjointed point solutions.

of Deployment and Versatility:

Our solutions are designed to integrate effortlessly into

diverse IT environments, supporting hybrid, on-premises, and cloud architectures.

This flexibility

ensures accelerated time-to-value for clients and minimizes disruption during deployment.

and Consulting Expertise:

Our globally recognized consulting organization enhances our market

By leveraging insights derived from high-profile incident response engagements,

we continuously refine our services, delivering superior outcomes for customers.

Acquisition Strategy:

As a cybersecurity consolidator, we prioritize identifying and acquiring strategic targets that align with our

commitment to service quality, technological innovation, and geographical expansion.

Our track record of successful mergers and

acquisitions has enabled us to broaden our service portfolio, extend market reach, and capture operational efficiencies, positioning

us as a leading force in market consolidation.

these advantages, many of our competitors maintain substantially greater financial, technical, and operational resources, along with

broader brand recognition, larger sales and marketing infrastructures, deeper customer relationships, more extensive distribution channels,

and mature intellectual property portfolios.

Additionally, cloud-based service providers introduce increased competition, transcending

geographic limitations.

remain committed to leveraging our core strengths, including frontline expertise, integrated solutions, and a disciplined acquisition strategy

— to expand our market presence, drive sustainable growth, and create long-term value for our stockholders.

Our intellectual property portfolio is a critical component of our competitive advantage and long-term business strategy.

We rely on a combination of trademarks,

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

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

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

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

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

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

We intend to pursue

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

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

similar to ours and that may infringe our proprietary rights.

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

claim that our products infringe their proprietary rights.

In particular, large and established companies in the cybersecurity industry

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

From time-to-time, third parties,

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

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

agreements obligate us to indemnify against such claims.

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

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

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

royalties or other fees.

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

third-party patents or other proprietary rights.

agreements, and employee non-disclosure and invention assignment agreements to secure and enforce our proprietary rights.

legal protections are important, we believe our success is more significantly driven by the expertise and ingenuity of our workforce,

alongside the functionality and continuous innovation embedded in our solutions.

We are committed

to expanding and strengthening our intellectual property portfolio to support our products, services, research and development

efforts, and other strategic initiatives.

Where appropriate and financially prudent, we intend to pursue additional intellectual

property protections to enhance our market position and safeguard our technology.

As we continue

to grow and achieve greater market visibility, we anticipate increased competition and the potential for third parties to develop

solutions that may attempt to replicate or infringe upon our proprietary technologies.

Additionally, large and established companies

within the cybersecurity sector maintain extensive patent portfolios and are frequently involved in both offensive and defensive

intellectual property litigation.

From time to time, we may face allegations of intellectual property infringement from such

companies or from non-practicing entities.

These claims may target us directly, or indirectly affect our business by

targeting our channel partners, cloud service providers, or customers — parties to whom we have contractual indemnification

If a third party

successfully asserts an intellectual property infringement claim against us, we could face significant financial and operational

consequences, including the inability to market or deliver certain products or services, the necessity to allocate resources toward

developing non-infringing alternatives, or the obligation to pay substantial damages, including enhanced damages for willful

infringement in the United States.

Additionally, we could be required to enter into costly licensing agreements or settlement

arrangements.

We cannot guarantee that our current or future products and services will not be found to infringe upon third-party

intellectual property rights.

against intellectual property-related claims, regardless of merit, can be time-consuming, expensive, and disruptive to our business.

We intend to vigorously protect and enforce our intellectual property rights where necessary to preserve our competitive position

and long-term financial performance.

However, there can be no assurance that we will succeed in these efforts or that our

intellectual property protections will be sufficient to prevent competitors from developing similar technologies or services that

may diminish our market share or revenue potential.

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

14 unchanged sentences

Capital Management

believe that our future success will depend, in part, on our continued ability to attract, hire, and retain qualified personnel.

In particular,

we depend on the skills, experience, and performance of our senior management and engineering and technical personnel.

We compete for

qualified personnel with other cyber security companies and industry experts.

provide competitive compensation and benefits programs to help meet the needs of our employees.

In addition to salaries, these programs

(which vary by country/region and employment classification) include incentive compensation plan, pension, healthcare and insurance benefits,

paid time off, family leave, and on-site services, among others.

We also use targeted equity-based grants with vesting conditions to

facilitate retention of personnel, particularly for our key employees.

success of our business is fundamentally connected to the well-being of our people.

Accordingly, we are committed to the health and safety

of our employees.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest

of our employees, as well as the communities in which we operate, and which comply with government regulations.

This includes having

employees work from home, while implementing additional safety measures for employees continuing critical on-site work.

Our future success relies

on our ability to continually attract, hire, and retain top-tier talent, particularly within our senior management, engineering,

and technical teams.

As a leader in the highly competitive cybersecurity industry, securing skilled personnel is essential to maintaining

our position at the forefront of innovation and incident response.

Competing for Top Talent

We recognize that the

cybersecurity landscape is evolving rapidly, and the demand for specialized expertise continues to grow.

To remain competitive, we have

designed comprehensive compensation and benefits programs that address the diverse needs of our global workforce.

In addition to competitive

salaries, our offerings include performance-based incentive plans, pensions, healthcare and insurance coverage, paid time off, family

leave, and on-site services.

These benefits are tailored to meet regional requirements and employment classifications, ensuring flexibility

and relevance.

Retention Through Recognition and Rewards

To retain our most valuable

contributors — particularly senior leaders and key technical personnel — we strategically deploy equity-based grants with

thoughtful vesting schedules.

This approach aligns employee success with company performance, fostering long-term commitment and engagement.

Prioritizing Employee Well-being

The success of

our business is inherently tied to the well-being of our people.

We are steadfast in our commitment to fostering a healthy, safe,

and supportive work environment.

Our people are our greatest asset.

By cultivating an environment where talent thrives, supported by

competitive rewards, opportunities for growth, and a commitment to well-being, we ensure our continued leadership in

cybersecurity and incident response.

Environmental,

15 unchanged sentences

of December 31, 2024, we had 143 employees, of which 141 were full-time.

In addition, we utilize independent contractors for

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

We are not dependent on any

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

unavailable to us.

In addition, we utilize independent contractors for projects

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

We are not dependent on any independent

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

We believe our relations with our employees is good.

13 unchanged sentences

from the requirements of holding a nonbinding advisory stockholder vote on executive compensation and any golden parachute payments.

may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company.

would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, issue more than $1.0 billion of non-convertible

debt over a three-year period, or become a large accelerated filer.

So long as we remain an emerging growth company, we may choose to

take advantage of some, but not all, of the available benefits of the JOBS Act.

We have taken advantage of some of the reduced reporting

requirements in our filings.

Accordingly, the information contained herein may be different than the information you receive from other

public companies in which you hold stock.

In addition, the JOBS Act provides that an emerging growth company can delay adopting new or

revised accounting standards until such time as those standards apply to private companies.

We have elected to avail ourselves of this

exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards

as other public companies that are not emerging growth companies.

may take advantage of these provisions for up to five years after our first public equity sale or such earlier time that we are no

longer an emerging growth company.

We would cease to be an emerging growth company if we have more than $1.07 billion in annual

revenue, issue more than $1.0 billion of non-convertible debt over a three-year period, or become a large accelerated filer.

as we remain an emerging growth company, we may choose to take advantage of some, but not all, of the available benefits of the JOBS

We have taken advantage of some of the reduced reporting requirements in our filings.

Accordingly, the information contained

herein may be different than the information you receive from other public companies in which you hold stock.

In addition, the JOBS

Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those

standards apply to private companies.

We have elected to avail ourselves of this exemption from new or revised accounting standards

and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not

emerging growth companies.

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

What changed 10-K

Item 1. Business