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
Agreement and Plan of Merger by and among Cerberus Cyber Sentinel
10.1 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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