CERBERUS CYBER SENTINEL CORP : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On January 5, 2022, Cerberus Cyber Sentinel Corporation (the "Company") entered into a Stock Purchase Agreement (the "True Digital Stock Purchase Agreement") with certain shareholders of True Digital Security Inc., a Delaware corporation ("True Digital"), and an Agreement and Plan of Merger (the "True Digital Merger Agreement") with True Digital and certain of its other shareholders. Pursuant to the terms of the True Digital Stock Purchase Agreement and the True Digital Merger Agreement, True Digital is expected to become a wholly owned subsidiary of the Company. Pursuant to the True Digital Stock Purchase Agreement and the True Digital Merger Agreement, the Company would pay aggregate consideration of $6,153,000 in cash and 8,229,000 shares of the Company's common stock.

True Digital is a managed cybersecurity and compliance provider dedicated to the advancement of security in an increasingly connected world. Through integrated services and deep visibility, True Digital helps organizations manage risk and compliance. From its own U.S.-based Security Operations Center and Network Operations Center, True Digital manages client networks and endpoints, including cybersecurity monitoring and cyber incident response. Additionally, True Digital enables both regulated and unregulated companies to redefine their security operations and establishes a holistic viewpoint of their IT, cybersecurity, and compliance operations through TrueSpeed, its proprietary IT-Security Compliance Operational Intelligence Platform.

The foregoing description does not purport to describe all of the terms and provisions of the True Digital Stock Purchase Agreement and the True Digital Merger Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are 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         Stock Purchase Agreement among Cerberus Cyber Sentinel Corporation
              and certain shareholders of True Digital Security Inc., dated
              January 5, 2022
   10.2         Agreement and Plan of Merger among Cerberus Cyber Sentinel
              Corporation and certain shareholders of True Digital Security Inc.,
              dated January 5, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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