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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission file number: 001-41227

CISO GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

83-4210278

(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

6900 E. Camelback Road, Suite 900, Scottsdale, Arizona		85251
(Address of Principal Executive Offices)		(Zip Code)

(480) 389-3444

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		CISO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 13, 2026, there were 45,313,337 shares of the registrant’s common stock outstanding.

CISO GLOBAL, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 (unaudited)

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		4

ITEM 1.	Financial Statements (unaudited)	4

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of Operations and Comprehensive Loss	5

	Condensed Consolidated Statements of Changes in Stockholders’ Equity	6

	Condensed Consolidated Statements of Cash Flows	7

	Notes to Condensed Consolidated Financial Statements	8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	26

ITEM 4.	Controls and Procedures	26

PART II. OTHER INFORMATION		27

ITEM 1.	Legal Proceedings	27

ITEM 1A.	Risk Factors	27

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

ITEM 3.	Defaults Upon Senior Securities	27

ITEM 4.	Mine Safety Disclosures	27

ITEM 5.	Other Information	27

ITEM 6.	Exhibits	28

SIGNATURES		29

FORWARD-LOOKING STATEMENTS

The information contained in this report should be read in conjunction with the financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q. Certain statements made in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based upon beliefs of, and information currently available to, us as of the date hereof, as well as estimates and assumptions made by us. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Forward-looking statements made in this Quarterly Report on Form 10-Q include statements about:

●	our belief that culture is the foundation of every successful cybersecurity and compliance program;
●	our ability to differentiate ourselves from the majority of cybersecurity firms that are focused on a specific technology or service by remaining technology agnostic, focusing on accumulating highly sought-after topic experts;
●	that we will 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;
●	our belief that bringing together a world-class team of technological experts with multi-faceted expertise in 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 ability to achieve our goal of creating a culture of security and to help quantify, define, and capture a return on investment from information technology and cybersecurity spending;
●	the substantial doubt about our ability to continue as a going concern;
●	our ability to regain compliance with the minimum bid price requirement or otherwise be in compliance with the other listing standards for the Nasdaq Capital Market;
●	our intention to satisfy the Series B Preferred Stock redemption through a combination of operating cash flows and additional financing;
●	our ability to fund ongoing operations upon raising additional capital through the issuance of equity securities and issuing debt or other financing vehicles;
●	that we may be unable to access further equity or debt financing when needed; and
●	our belief that we maintain adequate indirect tax accruals.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks detailed from time to time in our reports filed with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended, any of which may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time they are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (UNAUDITED)

CISO GLOBAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2026			2025

ASSETS

Current Assets:
Cash and cash equivalents	$	640,075		$	1,695,994
Accounts receivable, net of allowance for credit losses of $58,858 and $60,551 at March 31, 2026, and December 31, 2025, respectively		1,321,532			1,201,061
Prepaid cost of revenue		82,735			70,216
Prepaid expenses and other current assets		150,601			204,997
Contract assets		130,889			91,956
Total Current Assets		2,325,832			3,264,224

Property and equipment, net		406,858			450,104
Operating lease right-of-use assets, net		328,638			370,345
Intangible assets, net		694,205			881,075
Goodwill		19,900,550			19,900,550
Prepaid cost of revenue, net of current portion		-			29,989
Other assets		131,966			131,966

Total Assets	$	23,788,049		$	25,028,253

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	3,174,965		$	2,682,762
Accrued expenses and other current liabilities		1,499,838			1,592,874
Deferred revenue		895,433			1,024,725
Lease liabilities		186,435			181,478
Loans payable		83,075			83,983
Line of credit		2,009,988			2,172,667
Total Current Liabilities		7,849,734			7,738,489

Deferred revenue, net of current portion		22,261			33,673
Loans payable, net of current portion		-			3,605
Lease liabilities, net of current portion		213,272			260,572

Total Liabilities		8,085,267			8,036,339

Commitments and Contingencies (Note 10)		-

Temporary Equity: Series B Preferred Stock; 2,396 shares issued at March 31, 2026 and December 31, 2025, respectively; 1,778 and 2,081 shares outstanding at March 31, 2026 and December 31, 2025, respectively		1,866,900			2,171,980

Stockholders’ Equity:
Common Stock, $.00001 par value; 1,300,000,000 shares authorized; 45,815,474 and 45,173,774 shares issued at March 31, 2026 and December 31, 2025, respectively; 45,313,337 and 44,671,637 outstanding at March 31, 2026 and December 31, 2025, respectively		458			451
Preferred Stock, $.00001 par value; 50,000,000 shares authorized: Series A Preferred Stock; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		-			-
Additional paid-in capital		206,060,872			205,462,426
Treasury stock, at cost (502,137 shares)		(290,737	)		(290,737	)
Accumulated other comprehensive income (loss)		(4,288	)		(10,689	)
Accumulated deficit		(191,930,423	)		(190,341,517	)
Total Stockholders’ Equity		13,835,882			14,819,934

Total Liabilities, Temporary Equity and Stockholders’ Equity	$	23,788,049		$	25,028,253

The accompanying notes are an integral part of these condensed consolidated financial statements.

CISO GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended March 31,
	2026			2025

Revenue:
Security managed services	$	5,540,348		$	6,445,233
Professional services		484,971			569,823
Cybersecurity software		195,006			147,266
Total revenue		6,220,325			7,162,322

Cost of revenue:
Security managed services		1,639,954			2,003,847
Professional services		39,370			50,192
Cybersecurity software		56,343			33,230
Cost of payroll		2,585,299			2,752,046
Stock-based compensation		75,252			541,405
Total cost of revenue		4,396,218			5,380,720
Total gross profit		1,824,107			1,781,602

Operating expenses:
Professional fees		689,166			513,679
Advertising and marketing		12,562			3,730
Selling, general and administrative		2,348,308			2,656,891
Stock-based compensation		218,121			317,047
Total operating expenses		3,268,157			3,491,347

Loss from operations		(1,444,050	)		(1,709,745	)

Other (expense) income:
Change in fair value of derivative liability		-			5,387,691
Loss on extinguishment of convertible notes		-			(839,151	)
Interest expense, net		(127,051	)		(8,212,871	)
Other expense		(17,805	)		(5,528	)
Total other expense		(144,856	)		(3,669,859	)

Loss from continuing operations before income taxes		(1,588,906	)		(5,379,604	)
Benefit from income taxes		-			-
Loss from continuing operations		(1,588,906	)		(5,379,604	)

Net loss	$	(1,588,906	)	$	(5,379,604	)

Net loss per common share, basic and diluted:	$	(0.04	)	$	(0.38	)

Weighted-average shares used in computing net loss per share, basic and diluted:		45,179,343			14,204,831

Other comprehensive income (loss):
Foreign currency translation adjustments	$	6,401		$	(4,206	)
Other comprehensive income (loss)		6,401			(4,206	)
Comprehensive loss	$	(1,582,505	)	$	(5,383,810	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

CISO GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


	Temporary Equity						Permanent Equity
	Series B Preferred Stock						Common Stock				Series A Preferred Stock				Treasury Stock						Additional Paid-in		Accumulated Other Comprehensive			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Capital		Loss			Deficit			Total

Balance at January 1, 2026		2,081		$	2,171,980			45,173,774	$	451		-	$	-		(502,137	)	$	(290,737	)	$	205,462,426	$	(10,689	)	$	(190,341,517	)	$	14,819,934

Stock-based compensation		-			-			-		-		-		-		-			-			293,373		-			-			293,373
Issuance of Common Stock for services		-			-			-		-		-		-		-			-			-		-			-			-
Issuance of Common Stock		-			-			-		-		-		-		-			-			-		-			-			-
Conversion of Series B Preferred Stock to Common Stock		(303	)		(290,880	)		641,700		7		-		-		-			-			290,873		-			-			290,880
Adjustment of Series B Preferred Stock to redemption value		-			(14,200	)		-		-		-		-		-			-			14,200		-			-			14,200
Issuance of warrants		-			-			-		-		-		-		-			-			-		-			-			-
Exercise of warrants		-			-			-		-		-		-		-			-			-		-			-			-
Exercise of stock options		-			-			-		-		-		-		-			-			-		-			-			-
Foreign currency translation adjustments		-			-			-		-		-		-		-			-			-		6,401			-			6,401
Net loss		-			-			-		-		-		-		-			-			-		-			(1,588,906	)		(1,588,906	)
Balance at March 31, 2026		1,778		$	1,866,900			45,815,474	$	458		-	$	-		(502,137	)	$	(290,737	)	$	206,060,872	$	(4,288	)	$	(191,930,423	)	$	13,835,882

	Temporary Equity				Permanent Equity
	Series B Preferred Stock				Common Stock				Series A Preferred Stock				Treasury Stock						Additional Paid-in		Accumulated 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		-		-		-		-		-		-		-			-			850,992		-			-			850,992
Issuance of Common Stock for services		-		-		100,000		1		-		-		-			-			90,999		-			-			91,000
Issuance of Common Stock		-		-		3,809,519		38		-		-		-			-			1,719,518		-			-			1,719,556
Conversion of convertible notes into Common Stock		-		-		14,085,716		141		-		-		-			-			8,544,010		-			-			8,544,151
Foreign currency translation adjustments		-		-		-		-		-		-		-			-			-		4,206			-			4,206
Net loss		-		-		-		-		-		-		-			-			-		-			(5,379,604	)		(5,379,604	)
Balance at March 31, 2025		-	$	-		30,319,238	$	303		-	$	-		(502,137	)	$	(290,737	)	$	194,912,582	$	(573	)	$	(187,642,210	)	$	6,979,365

The accompanying notes are an integral part of these condensed consolidated financial statements.

CISO GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(1,588,906	)	$	(5,379,604	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation - stock options		293,373			850,992
Stock-based compensation - stock issued for services		-			7,460
Non-cash interest expense		-			7,898,323
Depreciation and amortization		237,996			312,224
Non-cash operating lease costs		41,707			41,707
Bad debt (recovery) expense		(1,693	)		59,022
Change in fair value of derivative liability		-			(5,387,691	)
Loss on extinguishment of convertible notes		-			839,151
Other		1,031			1,750
Changes in operating assets and liabilities:
Accounts receivable		(118,778	)		36,789
Contract assets		(38,933	)		(32	)
Prepaid expenses and other assets		71,866			(738,475	)
Accounts payable		498,604			(1,270,975	)
Accrued expenses and other current liabilities		(93,036	)		(63,054	)
Lease liabilities		(42,343	)		(36,349	)
Deferred revenue		(140,704	)		(124,746	)
Net cash used in operating activities		(879,816	)		(2,953,508	)

Cash flows from investing activities:
Purchases of property and equipment		(8,911	)		-
Net cash used in investing activities		(8,911	)		-

Cash flows from financing activities:
Proceeds from sales of common stock, net of offering costs		-			1,719,556
Proceeds from convertible notes payable		-			5,000,000
Proceeds from line of credit		6,019,500			1,000,000
Payments on line of credit		(6,182,179	)		(923,851	)
Payments on loans payable		(4,513	)		(1,639,284	)
Payments of debt issuance costs		-			(1,408,642	)
Net cash (used in) provided by financing activities		(167,192	)		3,747,779

Net (decrease) increase in cash and cash equivalents		(1,055,919	)		794,271

Cash and cash equivalents - beginning of the period		1,695,994			992,589

Cash and cash equivalents - end of the period	$	640,075		$	1,786,860

Supplemental cash flow information:
Cash paid for:
Interest	$	125,898		$	251,835
Income taxes	$	-		$	-
Supplemental disclosures of non-cash investing and financing activities:
Common stock issued in exchange for services	$	-		$	91,000
Conversion of convertible notes - common stock	$	-		$	7,705,000
Conversion of Series B Preferred Stock to common stock	$	290,880		$	-
Adjustment to redemption value of Series B Preferred Stock	$	14,200		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

CISO GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Unless otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our,” and “our company” refer to CISO Global, Inc., a Delaware corporation and its wholly owned subsidiaries. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

NOTE 1 – ORGANIZATION OF BUSINESS AND GOING CONCERN

Description 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 – spanning all four pillars of security: 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.

Basis of Presentation

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q pursuant to rules and regulations of the SEC and include our accounts and the accounts of our subsidiaries. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations, although, we believe that the disclosures made are adequate to make the information not misleading. All material intercompany accounts and transactions have been eliminated.

Our interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2026. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended (“2025 Form 10-K”). The December 31, 2025 condensed consolidated balance sheet included herein is derived from the audited consolidated financial statements included in the 2025 Form 10-K but does not include all disclosures required by GAAP.

Reclassifications

Reclassifications of certain immaterial prior period amounts have been made to conform to the current period presentation. The reclassifications had no impact on the reported results of operations.

Going Concern

The accompanying unaudited condensed 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. Our 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. However, we may be unable to access further equity or debt financing when needed. As such, there can be no assurance that we will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

On September 24, 2025, we entered into a Preferred Equity Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital I (“B. Riley”) pursuant to which we may sell up to $15.0 million of shares of our Series B Convertible Preferred Stock (the “Series B Preferred Stock”). As of March 31, 2026, B. Riley purchased $2.3 million (2,396 shares) of the Series B Preferred Stock, of which 618 shares have been converted into shares of our Common Stock. Additional issuances under the Purchase Agreement are subject to customary conditions, including market-price/VWAP thresholds and a 9.99% beneficial ownership limitation.

On April 1, 2026, B. Riley delivered a conversion notice for the remaining 1,778 shares of Series B Preferred Stock. Because the notice was delivered at a time when the volume-weighted average price of our Common Stock was below the minimum conversion price of $0.40 per share for ten consecutive trading days, we are obligated to redeem the remaining Series B Preferred Stock and make monthly payments beginning May 1, 2026 equal to one-twelfth of 105% of the $1,778,000 stated value (aggregate $1,866,900, or $155,575 per month) over eleven months. These required cash payments increase our near-term liquidity needs, and we intend to satisfy them through a combination of operating cash flows and additional financing; however, there can be no assurance that sufficient funds will be available on acceptable terms, if at all.

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.

If our public float remains below $75 million, our sales under the shelf are limited to no more than one-third of our public float in any 12-month period.

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 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.

Segment Information

We have a single reportable 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 condensed consolidated statements of operations and comprehensive loss, to measure segment profit or loss. Net loss is used by the CODM to facilitate analysis of our financial trends, review budgeted versus actual results and for planning purposes. Significant segment expenses are presented in our condensed consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

Geographic Information

All of our revenue and property and equipment is located within the United States.

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 revenue and 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 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no significant changes to our accounting policies disclosed in our 2025 Form 10-K.

Contract Liabilities

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. We generally invoice customers in advance or in milestone-based installments.

We recognized revenue of $290,723 and $570,741 for the three months ended March 31, 2026 and 2025, respectively, which was included in the corresponding deferred revenue balance at the beginning of the period.

Changes in deferred revenue were as follows:

	Three Months Ended March 31, 2026			Three Months Ended March 31, 2025

Beginning balance	$	1,058,398		$	1,449,718
Additions to deferred revenue		777,715			729,244
Recognition of deferred revenue		(918,419	)		(853,990	)
Ending balance	$	917,694		$	1,324,972

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, 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 shares of 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 and diluted net loss per share computations for the periods presented:

	Three Months Ended March 31, 2026			Three Months Ended March 31, 2025
Numerator:
Loss from continuing operations	$	(1,588,906	)	$	(5,379,604	)
Add: Adjustment of Series B Preferred Stock to redemption value		14,200			-
Less: Deemed dividend related to Series B Preferred Stock		(37,579	)		-
Net loss attributable to common stockholders	$	(1,612,285	)	$	(5,379,604	)

Denominator:
Weighted-average shares outstanding – basic & diluted		45,179,343			14,204,831

Net loss per share – basic & diluted:	$	(0.04	)	$	(0.38	)

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:

	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025

Stock options		3,596,804		1,473,967
Restricted stock units		1,150,000		-
Warrants		5,031,281		6,774,559
Series B Preferred Stock		4,445,000		-
Convertible notes payable		-		1,958,854
Total		14,223,085		10,207,380

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 unaudited condensed 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. At March 31, 2026 and December 31, 2025, our net deferred tax assets have been fully reserved.

For uncertain tax positions that meet a “more likely than not” threshold, we recognize the benefit of uncertain tax positions in the unaudited condensed consolidated financial statements. Our practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when a determination is made that such expense is likely.

Recent Accounting Pronouncements

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), we have elected to adopt the standard based on the effective dates applicable to non-public business entities. Accordingly, we 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 condensed 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. Our company is currently evaluating the impact of this standard on its condensed consolidated financial statements and disclosures.

NOTE 3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of:

	March 31, 2026		December 31, 2025
Prepaid expenses	$	110,669	$	157,231
Prepaid insurance		39,932		47,766
Total prepaid expenses and other current assets	$	150,601	$	204,997

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31, 2026			December 31, 2025
Computer equipment	$	353,900		$	375,076
Leasehold improvements		25,791			25,791
Furniture and fixtures		72,511			72,511
Software		866,254			866,254
Property and equipment gross		1,318,456			1,339,632
Less: accumulated depreciation		(911,598	)		(889,528	)
Property and equipment, net	$	406,858		$	450,104

Total depreciation expense was $51,126 and $79,054 for the three months ended March 31, 2026 and 2025, respectively.

NOTE 5 – INTANGIBLE ASSETS AND GOODWILL

Goodwill

The following table presents the goodwill balance and accumulated impairment losses as of March 31, 2026 and December 31, 2025:

SCHEDULE OF CHANGES IN GOODWILL

Balance at March 31, 2026 and December 31, 2025
Gross goodwill	$	71,525,609
Accumulated impairment losses		(51,625,059	)
Goodwill, net of accumulated impairment losses	$	19,900,550

Intangible Assets

Intangible assets, net are summarized as follows:

SCHEDULE OF INTANGIBLE ASSETS

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	March 31, 2026
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradenames – trademarks	$	3,835,981	$	(3,559,816	)	$	276,165
Customer base		572,048		(407,144	)		164,904
Non-compete agreements		487,400		(487,400	)		-
Intellectual property/technology		2,455,879		(2,202,743	)		253,136
Total intangible assets	$	7,351,308	$	(6,657,103	)	$	694,205

	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

The weighted average remaining useful life of identifiable amortizable intangible assets is 1.51 years as of March 31, 2026.

Amortization of identifiable intangible assets for the three months ended March 31, 2026 and 2025 was $186,870 and $233,170, respectively.

Based on the balance of intangible assets at March 31, 2026, expected future amortization expense is as follows:

SCHEDULE OF FUTURE AMORTIZATION EXPENSE


2026 (remainder of)	$	522,595
2027		73,210
2028		49,200
2029		49,200
Total	$	694,205

NOTE 6 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

	March 31, 2026		December 31, 2025

Accrued expenses	$	868,904	$	797,011
Accrued payroll and bonuses		554,987		691,622
Accrued commissions		43,000		64,500
Indirect taxes payable		22,539		30,486
Accrued interest		10,408		9,255
Total accrued expenses and other current liabilities	$	1,499,838	$	1,592,874

Note 7 – RELATED PARTY TRANSACTIONS

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 provides for an original term through December 31, 2021, the agreement will continue until terminated by either party. For the three months ended March 31, 2026 and 2025, we received $515,967 and $186,217, respectively, from Hensley Beverage Company for contracted services, and had an outstanding receivable balance of $3,089 and $125,215 as of March 31, 2026 and December 31, 2025, respectively. Mr. McCain, a director of our company, is President and Chief Executive Officer of Hensley & Company, d/b/a/ Hensley Beverage Company.

Convertible Note Payable with Hensley & 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 Number One 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. During the three months ended March 31, 2025, we recorded interest expense of $125,000. 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 $222,815 in accrued and unpaid dividends to shares of our Common Stock.

Note 8 - STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY

Equity Transactions

For the three months ended March 31, 2026, we did not have any sales transaction for Common Stock under our registration statement on Form S-3 that was declared effective on July 7, 2025.

For the three months ended March 31, 2025, we sold 3,809,519 shares of our Common Stock for proceeds of $1,719,556 (net of $62,465 of offering costs) under our registration statement on Form S-3 that was declared effective on June 27, 2022.

Series A Preferred Stock

On August 4, 2025, we entered into the Exchange Agreements with Hensley & Company, an entity affiliated with Andrew K. McCain, a director of our company, and JC Associates, Inc. (the “Exchange Agreements”). 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.

On November 6, 2025, Hensley and JC Associates 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 24, 2025, we entered into the Purchase Agreement with B. Riley, pursuant to which we may sell up to $15.0 million of shares of our 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, we 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 our company’s consolidated balance sheet, because they are redeemable upon the occurrence of an event that is not solely within the control of our company, and subsequent to issuance their carrying value is adjusted to redemption value. For the three months ended March 31, 2026, we recognized a $14,200 decrease to the carrying value of Series B Preferred Stock to measure it at its redemption value as of March 31, 2026 with a corresponding increase to additional paid-in capital. During the three months ended March 31, 2026, B. Riley converted 303 shares of Series B Preferred Stock into 641,700 shares of Common Stock. As of March 31, 2026, 1,778 shares of Series B Preferred Stock remained outstanding. Refer to Note 1 above regarding discussion about the April 1, 2026 conversion notice submitted by B. Riley regarding the remaining 1,778 shares of Series B Preferred Stock that are 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

The following table summarizes warrant activity for the three months ended March 31, 2026:

SCHEDULE OF STOCK WARRANT ACTIVITY

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2025		5,031,281	$	1.18		3.92		-
Granted		-		-		-		-
Exercised		-		-		-		-
Expired or cancelled		-		-		-		-
Outstanding at March 31, 2026		5,031,281	$	1.18		3.68		-
Exercisable at March 31, 2026		5,031,281	$	1.18		3.68		-

Note 9 – 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.

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.

The following table summarizes stock option activity for the three months ended March 31, 2026:

SCHEDULE OF STOCK OPTION ACTIVITY

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2025		4,042,952		$	9.78		8.17	$	16,013
Granted		250,000			0.39		-		-
Exercised		-			-		-		-
Expired or cancelled		(696,148	)		4.43		-		-
Outstanding at March 31, 2026		3,596,804		$	10.17		8.11	$	11,520
Exercisable at March 31, 2026		1,224,639		$	27.96		5.98	$	11,520

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 $278,447 and $850,992 for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was unrecognized compensation expense of $1,299,916 with a weighted average recognition period of 1.72 years related to the stock options. The total intrinsic value of options exercised during the three months ended March 31, 2026 and 2025, was zero.

The weighted-average grant-date fair value of stock options granted during the three months ended March 31, 2026 was $0.36. During the three months ended March 31, 2026, 118,421 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 our 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. During the three months ended March 31, 2026, 400,000 RSUs were forfeited due to employee termination. At March 31, 2026, 1,150,000 RSUs were outstanding. Total stock-based compensation expense related to the RSUs was $14,926 for the three months ended March 31, 2026. As of March 31, 2026, there was unrecognized compensation expense of $883,200 with a weighted average recognition period of 3.20 years related to the RSUs.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Legal Claims

There are no material pending legal proceedings in which we or any of our subsidiaries are 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.

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 March 31, 2026 and December 31, 2025, our accrual for estimated indirect tax liabilities was $22,539 and $30,486, 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 select customers, subject to various 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 unaudited condensed consolidated financial statements as of March 31, 2026 and December 31, 2025.

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 11 – DEBT

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, was due on April 14, 2026 (the “Maturity Date”). 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.

As of May 14, 2026, renewal of the 2025 Loan and Security Agreement was pending finalization.

In relation to the Loan and Security Agreements, we recorded interest expense of $69,584 and $86,476 for the three months ended March 31, 2026 and 2025, respectively. Accrued interest payable as of March 31, 2026 and December 31, 2025 was $1,005 and $1,086, respectively. As of March 31, 2026 and December 31, 2025, the Loan and Security Agreement outstanding balance was $2,009,988 and $2,172,667, respectively.

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 for the three months ended March 31, 2025. The Restructured Loan was repaid in full on March 26, 2025.

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’s interest rate 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 three months ended March 31, 2025, we recorded interest income of $44,100. 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 the 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. For the three months ended March 31, 2025, we recorded interest expense of $25,268. 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.

As of March 31, 2026 and December 31, 2025, term loans were comprised of the following:

SCHEDULE OF TERM LOANS

	Effective Interest Rates		Maturities		March 31, 2026			December 31, 2025

Term loans	4.75% to 6.00	%		2026 - 2027	$	83,075		$	87,588
Less: current portion						(83,075	)		(83,983	)
Loans payable, net of current portion					$	-		$	3,605

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. During the three months ended March 31, 2025, we recorded interest expense of $125,000. 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, and the convertible note was fully extinguished. Refer to Note 7, “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. At any time prior to or on the maturity date, the holder is permitted to convert all of the outstanding principal amount into 4.20% of the authorized units of our wholly owned subsidiary, vCISO, LLC.

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. We recorded interest expense of $31,529 for the three months ended 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.

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. At any time prior to or on the maturity date, the holder was permitted to convert all of the outstanding principal amount into shares of our Common Stock at a conversion price of $1.7595 per share.

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. We recorded interest expense of $34,830 for the three months ended 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.

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. 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 condensed consolidated statements of operations and comprehensive loss in change in fair value of derivative liability.

During the three months ended March 31, 2025, $7,705,000 of the convertible notes was converted into shares of our Common Stock. As a result, we recognized a loss on the conversion of the convertible notes of $839,151, which is the intrinsic value of the shares converted. For the three months ended March 31, 2025, we recognized interest expense of $7,898,323 related to the accretion of the convertible notes and the amortization of debt issuance costs. On April 1, 2025, the remaining balance of these convertible notes was converted into shares of our Common Stock.

At March 31, 2026, the principal payments due under the above term loans and line of credit were as follows:


2026 (remainder)	$	2,018,414
2027		74,649
Total future principal payments		2,093,063
Less: current portion of debt		(2,093,063	)
Debt, net of current portion	$	-

NOTE 12 – CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS

For the three months ended March 31, 2026, one customer represented approximately 11% of our total revenue as presented in the condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2025, there were no customers that represented 10% or more of our total revenue as presented in the condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2026, the same customer that represented approximately 11% of total revenue accounted for approximately 14% of our accounts receivable balance. As of March 31, 2025, two customers represented approximately 18% and 10%, respectively, of our accounts receivable balance.

NOTE 13 – FAIR VALUE MEASUREMENT

Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value measurements use market data or assumptions 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 may be readily observable, corroborated by market data, or generally unobservable. Valuation techniques maximize the use of observable inputs and minimize use of unobservable inputs. The accounting guidance for fair value measurements and disclosures establishes a three-level fair value hierarchy:

	●	Level 1 – Inputs are based on quoted prices in active markets for identical assets and liabilities.
	●	Level 2 – Inputs are based on observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.
	●	Level 3 – One or more inputs are unobservable and significant.

Financial and nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

We did not have any financial assets or liabilities measured and recorded at fair value on a recurring basis as of March 31, 2026 and December 31, 2025.

NOTE 14 – SUBSEQUENT EVENTS

Refer to Note 1 above regarding discussion about the April 1, 2026 conversion notice submitted by B. Riley regarding the remaining 1,778 shares of Series B Preferred Stock that are outstanding as of March 31, 2026.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended.

Unless otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our,” and “our company” refer to CISO Global, Inc., a Delaware corporation, and its wholly owned subsidiaries. Unless otherwise specified, all dollar amounts are expressed in U.S. dollars.

First Quarter 2026 Highlights

Our operating results for the three months ended March 31, 2026 included the following:

	●	Total gross profit increased by $42,505 to $1,824,107 for the three months ended March 31, 2026 as compared to $1,781,602 for the three months ended March 31, 2025.
	●	Loss from continuing operations improved to $1,588,906 for the three months ended March 31, 2026 as compared to $5,379,604 for the three months ended March 31, 2025.

Results of Operations

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Our financial results for the three months ended March 31, 2026 are summarized as follows in comparison to the three months ended March 31, 2025:

	Three Months Ended March 31,
	2026			2025			Variance
Revenue:
Security managed services	$	5,540,348		$	6,445,233		$	(904,885	)
Professional services		484,971			569,823			(84,852	)
Cybersecurity software		195,006			147,266			47,740
Total revenue		6,220,325			7,162,322			(941,997	)

Cost of revenue:
Security managed services		1,639,954			2,003,847			(363,893	)
Professional services		39,370			50,192			(10,822	)
Cybersecurity software		56,343			33,230			23,113
Cost of payroll		2,585,299			2,752,046			(166,747	)
Stock-based compensation		75,252			541,405			(466,153	)
Total cost of revenue		4,396,218			5,380,720			(984,502	)
Total gross profit		1,824,107			1,781,602			42,505

Operating expenses:
Professional fees		689,166			513,679			175,487
Advertising and marketing		12,562			3,730			8,832
Selling, general, and administrative		2,348,308			2,656,891			(308,583	)
Stock-based compensation		218,121			317,047			(98,926	)
Total operating expenses		3,268,157			3,491,347			(223,190	)

Loss from operations		(1,444,050	)		(1,709,745	)		265,695

Other (expense) income:
Change in fair value of derivative liability		-			5,387,691			(5,387,691	)
Loss on extinguishment of convertible notes		-			(839,151	)		839,151
Interest expense, net		(127,051	)		(8,212,871	)		8,085,820
Other expense		(17,805	)		(5,528	)		(12,277	)

Total other expense		(144,856	)		(3,669,859	)		3,525,003

Loss from continuing operations	$	(1,588,906	)	$	(5,379,604	)	$	3,790,698

Revenue

Security managed services revenue decreased by $904,885, or 14%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the loss of several higher-revenue customers, partially offset by newly acquired customers. While we have added new customers, we cannot assure that new engagements will fully offset lost revenue in the near term or that new customer contracts will be comparable in size, duration, or profitability. We are focused on improving retention and expanding our pipeline, but continued customer attrition or delays in onboarding new customers could materially impact revenue and liquidity.

Professional services revenue decreased by $84,852, or 15%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to fewer customer projects.

Cybersecurity software revenue increased by $47,740, or 32%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the launch of our suite of internally developed cybersecurity software products.

Expenses

Cost of Revenue

Security managed services cost of revenue decreased by $363,893, or 18%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower costs associated with service vendors supporting our existing client base.

Professional services cost of revenue decreased by $10,822, or 22%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to decreased use of outside consultants.

Cybersecurity software cost of revenue increased by $23,113, or 70%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the launch of our suite of internally developed cybersecurity software products.

Cost of payroll decreased by $166,747, or 6%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to headcount reductions.

Stock-based compensation expenses decreased by $466,153, or 86%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to significantly lower grant date fair values of equity awards issued, despite a higher number of grants. The decrease also reflects the impact of forfeitures of awards by terminated employees, which reduced recognized expense.

Operating Expenses

Professional fees increased by $175,487, or 34%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to an increase in accounting and consultant fees, including Customer Advisory Board costs, partially offset by lower audit and legal fees.

Advertising and marketing expenses increased by $8,832 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to increased marketing spend.

Selling, general, and administrative expenses decreased by $308,583, or 12%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower bad debt expense, insurance, and company-used software.

Stock-based compensation expense decreased by $98,926, or 31%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to significantly lower grant date fair values on equity awards issued, despite a higher number of grants. The decrease also reflects the impact of forfeitures of awards by terminated employees, which reduced recognized expense.

Other Expense

Change in fair value of derivative liability decreased by $5,387,691 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 due to the conversion of certain convertible notes into shares of our Common Stock in 2025.

The loss on extinguishment of convertible notes payable decreased by $839,151 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 due to the conversion of all remaining convertible notes payable into Common Stock or Series A Preferred Stock during 2025.

Interest expense decreased by $8,085,820 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the accretion of convertible notes payable and the amortization of debt issuance costs associated with the issuance of certain convertible notes payable during December 2024 and January 2025, which were largely eliminated following the conversion of the remaining convertible notes during 2025.

Other expense increased by $12,277 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to unrealized foreign exchange losses.

Liquidity and Capital Resources

The accompanying unaudited condensed 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. For the three months ended March 31, 2026, we incurred a net loss of $1,588,906, reported cash used in operations of $879,816 and expect to incur further losses through the end of 2026. Further, we have a working capital deficit of $5,523,902 as of March 31, 2026. As a result, substantial doubt about our ability to continue as a going concern exists. Our 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.

Series B Preferred Stock

On September 24, 2025, we entered into a Preferred Equity Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital I (“B. Riley”)pursuant to which we may sell up to $15.0 million of shares of our Series B Convertible Preferred Stock (the “Series B Preferred Stock”). As of March 31, 2026, B. Riley purchased $2.3 million (2,396 shares) of the Series B Preferred Stock, of which 618 shares have been converted into shares of our Common Stock. Additional issuances under the Purchase Agreement are subject to customary conditions, including market-price/VWAP thresholds and a 9.99% beneficial ownership limitation, and therefore may not be available when needed.

July 2025 Prospectus

On June 26, 2025, we renewed our 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 B. Riley Securities, Inc., Stifel, Nicolaus & Company, Incorporated and Boustead Securities, LLC.

If our public float remains below $75 million, our sales under the shelf are limited to no more than one-third of our public float in any 12-month period. Our ability to raise capital under the shelf or ATM may be limited by our public float, market conditions, and the trading price and volume of our Common Stock.

Material Cash Requirements

Our material cash requirements included the following contractual obligations as of March 31, 2026:

Indebtedness

As of March 31, 2026, the carrying value of our outstanding debt obligations was $2,093,063, substantially all of which is scheduled to mature during the remainder of 2026 and during 2027.

Leases

As of March 31, 2026, the carrying value of our outstanding operating lease obligations was $399,707.

Sources of Funding to Satisfy Material Cash Requirements

Our principal sources of liquidity are our cash on hand, cash provided by operations, the Purchase Agreement discussed above, and our shelf registration statement on Form S-3 discussed above. Our current cash on hand is not sufficient to satisfy our operating cash needs for the 12 months from the filing of this Quarterly Report on Form 10-Q. We expect to incur further losses through the end of 2026, and there can be no assurance that we will be able to obtain additional liquidity from the Purchase Agreement or our shelf registration statement on Form S-3 when needed or under acceptable terms, if at all.

Working Capital Deficit

Our working capital deficit as of March 31, 2026 in comparison to our working capital deficit as of December 31, 2025, is summarized as follows:

	As of
	March 31,			December 31,
	2026			2025
Current assets	$	2,325,832		$	3,264,224
Current liabilities		7,849,734			7,738,489
Working capital deficit	$	(5,523,902	)	$	(4,474,265	)

The decrease in current assets is primarily due to a decrease in cash and cash equivalents of $1,055,919. The increase in current liabilities is primarily due to an increase in accounts payable of $492,203, offset by a decrease in accrued expenses and other current liabilities, deferred revenue and line of credit of $93,036, $129,292, and $162,679, respectively.

Cash Flows

Our cash flows for the three months ended March 31, 2026 in comparison to our cash flows for the three months ended March 31, 2025, can be summarized as follows:

	Three Months ended March 31,
	2026			2025
Net cash used in operating activities	$	(879,816	)	$	(2,953,508	)
Net cash used in investing activities		(8,911	)		-
Net cash (used in) provided by financing activities		(167,192	)		3,747,779
Net (decrease) increase in cash and cash equivalents	$	(1,055,919	)	$	794,271

Operating Activities

Net cash used in operating activities was $879,816 for the three months ended March 31, 2026 and was primarily due to cash used to fund a net loss of $1,588,906, adjusted for non-cash expenses in the aggregate of $572,414, and additional cash inflow by changes in the levels of operating assets and liabilities, primarily due to an increase in accounts payable and accounts receivable and a decrease in prepaid expenses and other current assets and deferred revenue. Net cash used in operating activities was $2,953,508 for the three months ended March 31, 2025 and was primarily due to cash used to fund a net loss of $5,379,604, adjusted for non-cash expenses in the aggregate of $4,622,938 and additional cash outflow by changes in the levels of operating assets and liabilities, primarily as a result of a decrease in accounts payable, and an increase in prepaid expenses and other current assets.

Investing Activities

Net cash used in investing activities of $8,911 for the three months ended March 31, 2026, was due to purchases of property and equipment. There were no investing activities for the three months ended March 31, 2025.

Financing Activities

Net cash used in financing activities for the three months ended March 31, 2026 was $167,192, which was primarily due to cash received from borrowings on our line of credit of $6,019,500, offset by $6,182,179 in repayments of our lines of credit. Net cash provided by financing activities for the three months ended March 31, 2025 was $3,747,779, which was primarily due to $1,719,556 from the sale of our Common Stock, cash received from borrowings on our convertible loans payable and line of credit, net of debt issuance costs, of $4,591,358, offset by $2,563,135 in repayments of our loans payable and line of credit.

Critical Accounting Policies and Estimates

Our critical accounting estimates are more fully described in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 30, 2026, and amended on April 2, 2026. There have been no material changes to our critical accounting estimates described in our 2025 Annual Report on Form 10-K, except as discussed below.

Goodwill

Goodwill is assessed for impairment annually, 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 its 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.

The price of our Common Stock has continued to decrease subsequent to March 31, 2026. As a result, there is increased risk that goodwill impairment charges could be recorded in the future. Any future impairment charges could adversely impact our financial condition and results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Because we are a smaller reporting company, we are not required to provide the information called for by this Item.

Item 4. 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 provide reasonable assurance 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 our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our management, with the participation of our principal executive officer and principal 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 upon that evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective. This does not include an evaluation by our independent registered public accounting firm regarding our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not a party to any material legal proceedings.

Item 1A. Risk Factors

We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, and amended on April 2, 2026, risk factors that materially affect our business, financial condition, or results of operations. Except as disclosed below, there have been no material changes from the risk factors previously disclosed.

We have substantial doubt about our ability to continue as a going concern and may be required to make significant cash payments to redeem our Series B Preferred Stock, which could exacerbate our liquidity constraints.

As of March 31, 2026, we had cash and cash equivalents of $640,075 and a working capital deficit of $5,523,902, and we incurred net losses and negative operating cash flows. These conditions raise substantial doubt about our ability to continue as a going concern. In addition, under the terms of our Series B Preferred Stock, a conversion notice delivered on April 1, 2026 triggered a requirement that we redeem the remaining Series B Preferred Stock and make monthly cash payments beginning May 1, 2026 totaling approximately $1,866,900 over eleven months. We expect to require additional capital to fund operations and meet these obligations. If we are unable to raise capital on acceptable terms, or at all, we may be forced to reduce or curtail operations, delay strategic initiatives, or pursue restructuring alternatives.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the quarter ended March 31, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading agreement” or a “non-Rule 10b5-1 trading agreement” (in each case, defined in Item 408 of Regulation S-K).

Item 6. Exhibits

Exhibit		Incorporated by Reference
Number	Exhibit Description	Form	Exhibit	Filing Date
3.1	Second Amended and Restated Certificate of Incorporation of the Registrant	Form 10-Q	3.1	08/15/2022
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant	Form 8-K	3.1	04/10/2023
3.3	Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant	Form 8-K	3.1	03/07/2024
3.4	Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant	Form 8-K	3.1	01/16/2026
3.5	Certificate of Designations, Preferences and Rights of Series A Preferred Stock of the Registrant	Form 8-K	3.1	08/5/2025
3.6	Certificate of Designations, Preferences and Rights of Series B Preferred Stock of the Registrant	Form 8-K	3.1	09/29/2025
31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer
31.2*	Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer
32.1*	Section 1350 Certification of Principal Executive Officer
32.2*	Section 1350 Certification of Principal Financial Officer
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed/ furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CISO GLOBAL, INC.

By:	/s/ David G. Jemmett
	David G. Jemmett
	Chief Executive Officer
	(Principal Executive Officer)
Date:	May 14, 2026

By:	/s/ Debra L. Smith
	Debra L. Smith
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)
Date:	May 14, 2026

CISO Global, Inc. 10-Q