Andrew K. McCain - Mar 20, 2023 Form 4 Insider Report for CISO Global, Inc. (CISO)

Role: Director
Signature: /s/ Debra L. Smith, Attorney-in-Fact
Stock symbol: CISO
Transactions as of: Mar 20, 2023
Transactions value $: $5,000,000
Form type: 4
Date filed: 5/24/2023, 04:31 PM
Previous filing: May 24, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CISO	10.0% Unsecured Convertible Note	Purchase	$5M				$5M	Mar 20, 2023	Common Stock, par value $0.00001	4.17M	$1.20	Hensley & Company	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the original principal amount of the 10.0% Unsecured Convertible Note (the "Note") and excludes interest that may accrue. Interest on the Note is payable monthly at a rate of 10.0% per annum. At any time prior to or on the maturity date of the Note, and subject to certain beneficial ownership limitations, the Reporting Person may convert all or any portion of the outstanding principal amount of the Note and all accrued and unpaid interest thereon into shares of common stock, par value $0.00001 per share, of the Issuer at a conversion price of $1.20 per share. The conversion price is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.
F2	The Reporting Person is the President and Chief Operating Officer of Hensley & Company. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Content

Represents the original principal amount of the 10.0% Unsecured Convertible Note (the "Note") and excludes interest that may accrue. Interest on the Note is payable monthly at a rate of 10.0% per annum. At any time prior to or on the maturity date of the Note, and subject to certain beneficial ownership limitations, the Reporting Person may convert all or any portion of the outstanding principal amount of the Note and all accrued and unpaid interest thereon into shares of common stock, par value $0.00001 per share, of the Issuer at a conversion price of $1.20 per share. The conversion price is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

The Reporting Person is the President and Chief Operating Officer of Hensley & Company. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.