CISO Global Files No-Action Request with SEC Seeking Investor-Consent Framework for Securities Lending
Rhea-AI Summary
CISO Global (Nasdaq: CISO) filed a no-action request with the SEC on April 8, 2026 seeking clearance for an Investor-Consent Share Loan Program that would require shareholders to opt in before their shares are made available for securities lending.
The filing, supported pro bono by ICAN representatives Nick Morgan and Mark Hiraide, follows the company's review of short-volume, fails-to-deliver, and shareholder-record discrepancies and asks SEC staff not to recommend enforcement under Rule 17Ad-20 solely because CISO adopts the disclosed consent framework.
AI-generated analysis. Not financial advice.
Positive
- Submitted a formal SEC no-action request seeking investor-consent framework
- Pro bono legal and policy support from ICAN strengthens filing credibility
- Framework gives shareholders affirmative opt-in control over securities lending
Negative
- No assurance the SEC Staff will grant the requested no-action relief
- Consent withdrawal is limited by applicable settlement and recall mechanics
- Program will not alter DTC, NSCC, or existing clearance and settlement infrastructure
News Market Reaction – CISO
On the day this news was published, CISO gained 11.18%, reflecting a significant positive market reaction. Argus tracked a trough of -8.1% from its starting point during tracking. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $2M to the company's valuation, bringing the market cap to $15.45M at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
Sector momentum data flags a broader move, with peers like MSAI down 16.97%, HUBC down 4.78%, while DTSS is up 9.60% and CSAI up 7.72%. This mix of strong up and down moves, alongside Argus scanner notes of broader sector dynamics, suggests the backdrop is influenced by sector-wide factors in addition to CISO-specific governance news.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Feb 23 | Leadership appointment | Positive | -4.3% | Appointed EVP of Cybersecurity & IT to lead operations and AI initiatives. |
| Feb 18 | Sales leadership hire | Positive | +6.2% | Hired 30-year sales veteran as VP of Sales to drive software growth. |
| Jan 15 | Strategic partnership | Positive | +8.0% | Partnered with TeleDental to launch CyberSimple® for hundreds of clinics. |
| Dec 17 | Product sales milestone | Positive | -1.0% | Reported over $1.1M in CHECKLIGHT® software sales and contract expansion. |
| Dec 16 | Shareholder meeting results | Positive | -1.0% | Strong vote approvals, including a major increase in authorized common shares. |
Recent positive operational and governance updates have produced mixed share reactions, with 3 of the last 5 news events seeing price moves that diverged from the generally positive tone.
Over the past several months, CISO highlighted strategic sales and product traction, including a partnership to roll out CyberSimple® to over 358 dental clinics and more than $1.1 million in CHECKLIGHT® software sales. Governance events, such as strong Annual Meeting results and large increases in authorized shares, framed a capital-raising backdrop. Leadership hires in sales and cybersecurity aimed to drive scalable, software-led growth. Today’s SEC no-action request fits into this governance and market-structure focus rather than core operating performance.
Regulatory & Risk Context
An effective S-3 shelf filed on 2025-06-26 allows CISO Global to offer up to $100 million in various securities, including up to $10.38 million in common stock via sales agreements with multiple brokers. The shelf, effective through 2028-06-26 with at least 2 recorded usages, provides flexibility to raise capital through registered offerings, alongside existing preferred stock financing arrangements disclosed in recent filings.
Market Pulse Summary
The stock surged +11.2% in the session following this news. A strong positive reaction aligns with the news’ focus on shareholder protection and market-structure transparency, but needs to be weighed against fundamentals. Recent filings show a $8,785,052 operating loss and a working capital deficit of $4,474,265, alongside an effective $100 million S-3 shelf that provides capital-raising flexibility. Past news has sometimes seen price divergence, so investors have historically responded inconsistently to governance updates.
Key Terms
no-action request regulatory
securities lending financial
short-volume data financial
fails-to-deliver regulatory
NSCC regulatory
beneficial owners regulatory
AI-generated analysis. Not financial advice.
Company submits request for regulatory clarity following review of short-volume data, publicly reported fails-to-deliver, and shareholder-record discrepancies; Nick Morgan and Mark Hiraide of ICAN are assisting pro bono
Scottsdale, Ariz., April 08, 2026 (GLOBE NEWSWIRE) -- CISO Global, Inc. (Nasdaq: CISO), a provider of AI-powered cybersecurity software, managed cybersecurity, and compliance solutions, today announced the filing of a no-action request with the U.S. Securities and Exchange Commission seeking regulatory clarity for a proposed Investor-Consent Share Loan Program designed to give shareholders a direct voice in whether their shares may be made available for securities lending.
The filing follows the Company's review of short-volume data, publicly reported fails-to-deliver during late 2025, and shareholder-record discrepancies that the Company believes warrant greater transparency and investor choice. The Company notes that short sale volume data and fails-to-deliver data have important interpretive limitations as described by FINRA and the SEC, and their presence does not by itself establish abusive or unlawful activity. The Company is not alleging in its no-action request that any specific intermediary or market participant engaged in unlawful conduct.
Why the proposal matters: CISO believes beneficial owners should have a meaningful say before their shares are placed into securities-lending channels. Securities lending can serve legitimate market functions, but because it can facilitate short selling, the Company believes investor consent should be explicit.
Submitted on the Company's behalf by Nick Morgan, President of the Investor Choice Advocates Network (ICAN), with support from Mark Hiraide, the request asks the SEC Staff to confirm it would not recommend enforcement action under Rule 17Ad-20 solely because CISO adopts and discloses the investor-consent framework described in the filing. ICAN is representing the Company pro bono.
Key features of the proposed framework:
- Shareholders would affirmatively opt in before their shares are treated as available for lending through the program.
- Consent could be withdrawn at any time, subject to applicable settlement and recall mechanics.
- The program would operate through existing shareholder-intermediary relationships and would not alter DTC, NSCC, or other clearance and settlement infrastructure.
“This is about one simple principle: informed consent. If a shareholder's shares may be used in lending activity that can facilitate short selling, that shareholder should have the right to know, the right to decide, and the right to say no. We are asking the SEC Staff for clarity on a straightforward question: whether we can give our shareholders a meaningful, affirmative voice before their shares are made available for lending.”
— David Jemmett, Chief Executive Officer, CISO Global
“CISO is using an established SEC process to seek clarity on a narrow but important question: whether investors can be given a meaningful, affirmative voice before their shares are made available for lending through existing intermediaries. We believe this consent-first framework is consistent with existing regulatory principles and serves the interests of beneficial owners and market transparency.”
— Nick Morgan, President, Investor Choice Advocates Network (ICAN)
CISO believes the proposal aligns with shareholder protection, market transparency, and informed investor choice. The Company also believes the filing reflects a broader commitment to address market-structure concerns through established regulatory channels.
There can be no assurance that the SEC Staff will grant the requested no-action relief or as to the timing or substance of any response. Any response from the Staff would reflect the views of the Staff only and would not constitute a formal rule, regulation, or approval by the Commission.
About CISO Global
CISO Global, Inc. (Nasdaq: CISO), headquartered in Scottsdale, Arizona, provides AI-powered cybersecurity software, managed cybersecurity and compliance solutions designed to protect organizations from evolving cyber threats and support their compliance obligations. More information is available at ciso.inc and ir.ciso.inc/investor-alerts.
Safe Harbor Statement
This news release contains forward-looking statements, within the meaning of federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby, including statements regarding the no-action request, the proposed Investor-Consent Share Loan Program, the potential timing or substance of any SEC Staff response, the potential implementation of the proposed framework, and the expected benefits of the proposal for shareholders, market transparency, and investor choice. These forward-looking statements are based on current expectations and are subject to risks and uncertainties, including: the SEC Staff may not respond to, or may decline to grant, the no-action request; the SEC Staff or Commission could view the Program unfavorably or take a contrary position in the future, even if initial relief is granted; the Program may not be capable of implementation through existing intermediary relationships as currently contemplated; regulatory developments, operational constraints, and market conditions may affect the Company's ability to implement or maintain the Program; and other risks described from time to time in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Actual results may differ materially from those expressed or implied in these statements. The Company undertakes no obligation to update any forward-looking statements except as required by law.
For Media Inquiries:
Debra Gallington
debra.gallington@ciso.inc
(480) 389-3444
