UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On October 8, 2021, Cerberus Cyber Sentinel Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement”) by and among the Company, RED74 Merger Sub, LLC, a New Jersey limited liability company and a wholly owned subsidiary of Cerberus (“Merger Sub”), RED74 LLC, a New Jersey Limited Liability Corporation (“RED74”), Ticato Holdings, Inc. (“Ticato”), a New Jersey Corporation, and Tim Coleman as sole shareholder of Ticato. Tim Coleman and Ticato are the sole shareholders of RED74 (“Coleman” or “Shareholders”). Pursuant to the Agreement, at the Effective Time, and in accordance with the New Jersey Revised Uniform Limited Liability Company Act (the “LLCA”) and the New Jersey Business Corporation Act (the “BCA”), Merger Sub was merged with and into RED74. As a result of the Merger, the separate existence of Merger Sub ceased and RED74 will continue as the entity surviving the Merger. The Company and Merger Sub filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of New Jersey in accordance with the relevant provisions of the BCA and LLCA and made all other filings or recordings required by the BCA and LLCA. The merger became effective at such time as the Certificate of Merger was accepted by the Secretary of State of New Jersey, or November 9, 2021 (the “Effective Time”). All issued and outstanding shares of RED74 issued and outstanding immediately prior to the Effective Time were converted into the right to receive an aggregate of 340,000 shares of the Company’s common stock, par value $0.00001, and $50,000 in cash.
RED74 provides secured managed services and key IT security management expertise to small-to-midmarket businesses in New Jersey. Its focus is primarily on clients within two industry verticals: financial services and distribution/warehouse management. RED74 offers strategic solutions that address the specific needs of these smaller enterprises made possible by their experienced and personable staff and industry-leading technology processes. Its experienced staff members are well-versed in either partial or total secured managed solutions for businesses. RED74 has a single office location in Pennington, New Jersey and supports clients in New Jersey, Manhattan and Eastern Pennsylvania.
The foregoing description does not purport to describe all of the terms and provisions of the Agreement and Plan of Merger, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities |
The shares of the Company’s common stock issued to the Shareholder described under Item 1.01 above were not registered under the Securities Act of 1933, as amended, in reliance upon an exemption from registration under Section 4(a)(2) thereof.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Agreement and Plan of Merger by and among Cerberus Cyber Sentinel Corporation, RED74 Merger Sub, LLC, RED74 LLC, Ticato Holdings, Inc. and Tim Coleman dated October 8, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| CERBERUS CYBER SENTINEL CORPORATION | ||
| By: | /s/ Deb Smith | |
| Deb Smith | ||
| Chief Financial Officer (Principal Accounting Officer) | ||
| November 15, 2021 | ||
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