Item 2.01 Completion of Acquisition or Disposition of Assets

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. On January 19, 2022, the transactions contemplated by the True Digital Stock Purchase Agreement and the True Digital Merger Agreement were consummated, with True Digital becoming a wholly owned subsidiary of the Company. In connection with consummation of the transactions, the Company paid 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 were filed as Exhibits 10.1 and 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022, and are incorporated herein by reference.




Item 8.01. Other Events

On January 20, 2022, the Company issued a press release announcing consummation of the transactions described in Item 1.01 of this Report.

Item 9.01 Financial Statements and Exhibits





(d)    Exhibits



Exhibit No.   Description
   99.1         Press release dated January 20, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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