0001493152-26-014976
SEC filingThis amendment filing reveals a period of significant board and executive turnover, with three new independent directors appointed and the interim COO resigning, indicating ongoing governance restructuring.
The filing reveals a substantial transformation in CISO Global's corporate governance structure during fiscal 2025. In January 2025, three new independent directors—Phillip Balatsos, Andrew Hancox, and Mohsen (Michael) Khorassani—were appointed to the board, replacing former directors Reid S. Holbrook, Ernest M. (Kiki) VanDeWeghe, III, and Ret. General Robert C. Oaks. This represents a complete refresh of the independent director contingent and suggests a strategic shift in board composition. The new directors bring diverse expertise: Balatsos from financial markets and institutional relationships, Hancox from blockchain investment and company building, and Khorassani from capital markets advisory and wealth management. Their simultaneous appointment through a Securities Purchase Agreement dated December 10, 2024, indicates this was a coordinated investor-driven governance change rather than a gradual transition.
Concurrent with board changes, the company experienced executive turnover. Kyle J. Young, who served as Interim Chief Operating Officer since March 2023, tendered his resignation on December 22, 2025, effective January 2, 2026. His departure creates a leadership gap in operations management at a time when the board itself is undergoing significant change. The interim nature of his position suggests the company had been operating without a permanent COO for nearly three years, potentially indicating challenges in securing stable operational leadership. This executive instability, combined with board turnover, points to broader organizational transition that investors should monitor for impact on strategic execution.
With the new director appointments came a complete overhaul of board committee assignments. All three new directors—Balatsos, Hancox, and Khorassani—now serve on the Audit, Compensation, and Governance and Nominating Committees, with Khorassani chairing both Audit and Governance/Nominating, and Hancox chairing Compensation. This concentration of committee responsibilities among the new directors gives them substantial oversight authority. The board determined that these three directors are independent under Nasdaq and SEC standards, while CEO David Jemmett is not independent as an employee director, and Andrew McCain is not independent due to business relationships with Hensley Beverage Company. The board's current composition of three independent directors out of five meets Nasdaq's majority independence requirement.
The filing discloses several late Section 16(a) reports filed on December 30, 2025, covering directors Khorassani and McCain, CEO Jemmett, and CFO Smith. These late filings for beneficial ownership reports may indicate either administrative oversight or more systemic internal control challenges during a period of governance transition. While not necessarily material to financial results, such compliance lapses warrant investor attention as potential indicators of control environment stress during organizational change. The company maintains it has adopted appropriate insider trading policies and codes of ethics, but the pattern of late filings suggests execution gaps.
This Form 10-K/A represents an amendment to correct two specific items: the auditor consent from Semple, Marchal & Cooper, LLP, and director independence determinations in the original filing. Importantly, the amendment explicitly states it does not update or change any other items or disclosures from the original Form 10-K filed on March 30, 2026. This means investors cannot infer any new financial or operational developments from this amendment beyond the specific corrections made. The limited scope of this filing means the most current financial performance and condition analysis must come from the original annual report, not this governance-focused amendment.