CISO Global Inc 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to ________________ Commission file number001-41227 CISO GLOBAL, INC.(Exact name of registrant as specified in its charter) 83-4210278 6900 E. Camelback Road, Suite 900, Scottsdale, AZ 85251(Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code:(480) 389-3444 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.00001 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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 Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject 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 Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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☐Non-accelerated filer☒ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant’s mostrecently completed second fiscal quarter (June 30, 2025) was $31,983,184. As of March 20, 2026, there were 45,313,337 shares of the registrant’s common stock outstanding. CISO GLOBAL, INC.2025 FORM 10-K ANNUAL REPORTTABLE OF CONTENTS PagePART I6ITEM 1. BUSINESS6ITEM 1A. RISK FACTORS15ITEM 1B. UNRESOLVED STAFF COMMENTS32ITEM 1C. CYBERSECURITY32ITEM 2. PROPERTIES33ITEM 3. LEGAL PROCEEDINGS33ITEM 4. MINE SAFETY DISCLOSURES33PART II34ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES34ITEM 6. [RESERVED]36ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS36ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK42ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA42ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE42ITEM 9A. CONTROLS AND PROCEDURES42ITEM 9B. OTHER INFORMATION43ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS43PART III44ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE44ITEM 11. EXECUTIVE COMPENSATION48ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS51ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE52ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES53PART IV54ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES54ITEM 16. FORM 10-K SUMMARY56SIGNATURES57-2- FORWARD-LOOKING S