Securities Registration: Employee Benefit Plan (s-8)
October 27 2016 - 5:20PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CIPHERLOC
CORPORATION
(Exact
name of registrant as specified in its charter)
Texas
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86-0837077
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification No.)
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Cipherloc
Corporation
CONSULTING
AGREEMENTS
(Full
title of the plan)
Michael
De La Garza, Chief Executive Officer
825
Main St, Suite 100
Buda,
TX 78610
(Name
and address of agent for service)
(702)
818-9011
(Telephone
number, including area code, of agent for service)
Copies
to:
Carl
Ranno, Esq.
Carl
P. Ranno, Attorney at Law
2733
East Vista Drive
Phoenix,
Arizona 85032
(602)
493-0369
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[ ]
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Smaller
reporting company
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[X]
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CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities to be registered
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Amount to be
registered
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Proposed
maximum
offering
price per
share (2)
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Proposed
maximum
aggregate
offering
price
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Amount of
registration
fee
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Common Stock, $0.01 par value
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75,000
Shares
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(1)
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$
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3.05
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$
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228,750
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$
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26.51
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(1)
Pursuant to Rule 416(a), this registration statement shall be deemed to cover an indeterminate number of additional shares that
may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions
of the plans. (2) Estimated pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, solely for purposes of calculating
the registration fee. The price for the shares under the plan is based upon the last average of the high and low bid prices of
the Common Stock as of October 6, 2016 as reported on the OTC Bulletin Board.
CROSS
REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form
S-8 Item Number and Caption
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Caption
in Prospectus
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1.
Forepart of Registration Statement and Outside Front Cover Page of Prospectus
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Facing
Page of Registration Statement and Cover Page of Prospectus
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2.
Inside Front and Outside Back Cover Pages of Prospectus
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Inside
Cover Page of Prospectus and Outside Cover Page of Prospectus
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3.
Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges
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Not
Applicable
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4.
Use of Proceeds
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Not
Applicable
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5.
Determination of Offering Price
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Not
Applicable
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6.
Dilution
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Not
Applicable
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7.
Selling Security Holders
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Sales
by Selling Security Holder
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8.
Plan of Distribution by Selling Security Holder
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Cover
Page of Prospectus and Sales
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9.
Description of Securities to be Registered
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Description
of Securities;
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10.
Interests of Named Experts and Counsel
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Legal
Matters
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11.
Material Changes
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Not
Applicable
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12.
Incorporation of Certain Information by Reference
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Incorporation
of Certain Documents by Reference
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13.
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
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Indemnification
of Directors and Officers; Undertakings
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DATED:
October 27, 2016
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
Effective
July 7, 2016, Cipherloc Corporation (the “Company”) entered into two consulting agreements. One agreement Geoffrey
A. Potts an attorney and the second with Richard L. Moseley a patent attorney collectively (the Plan). The number of shares of
common stock of the Company that are available for issuance under the Plan is 25,000 shares of the Company’s Common Stock,
$0.01 par value to Mr. Moseley and 50,000 shares of the Company’s Common Stock, $0.01 par value to Mr. Potts. This Registration
Statement on Form S-8 is filed with the Securities and Exchange Commission (the “Commission”) for the purposes of
registering the 75,000 shares of the Company’s Common Stock issuable under the Plan.
The
documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being
filed with the Commission, but constitute, along with the documents incorporated by reference into this Registration Statement,
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item
2. Registrant Information and Plan Annual Information
The
Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement and
incorporated by reference in the Section 10(a) prospectus, other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference to the information that is incorporated). Written request should be made to Investor Relations at Cipherloc
Corporation, at 825 Main St, Suite 100 Buda, TX 78610.
PART
II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed by the Company with the Commission under the Securities Exchange Act of 1934, as amended (“Exchange
Act”) are hereby incorporated by reference in this Registration Statement:
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1.
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The
Company’s Current Report on Form 8-K, filed on April 25, 2016, disclosing that
the Board of Directors of Cipherloc Corporation dismissed its independent auditors, MaloneBailey
LLP and engaged dbbmckennon
.
Certified
Public Accountants as its independent auditors for the fiscal year ending September 30, 2016.
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2.
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Annual
Report on Form 10-K for the fiscal year ended September 30, 2015, filed on January 27, 2016, and an amended Form 10-K for
the same period filed on June 19, 2016.
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3.
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The
Company’s Quarterly Reports, for the quarter ended December 31, 2015, as filed on February 22, 2016 and as amended and
filed on June 9, 2016; for the quarter ended March 31, 2016, as filed on June 6, 2016 and amended and filed on June 8, 2016;
for the quarter ended on June 30, 2016 as filed on September 2, 2016.
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In
addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents.
Item
4. Description of Securities.
Not
applicable
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Our
Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Texas law.
The
general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible
for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their
conduct in such capacity, provided they did not engage in fraud or criminal activity.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
5
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Opinion
of Carl P. Ranno Attorney at Law
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10.2
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Cipherloc
Corporation Consulting Agreement July 7, 2016 with Geoffrey A. Potts.
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10.3
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Cipherloc
Corporation Consulting Agreement July 7, 2016 Richard L. Moseley
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23.1
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Consent
of MaloneBailey LLP
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23.2
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Consent
of Carl P. Ranno Attorney at Law contained in his opinion set forth in Exhibit 5
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24.1
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Power
of Attorney (included on the signature page to this registration statement)
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Item
9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”).
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (and where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act, and is therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Buda, Texas, on this 27th day of October 2016
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Cipherloc
Corporation
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By:
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/s/
Michael De La Garza
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Michael
De La Garza
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Chief
Executive Officer
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POWER
OF ATTORNEY
The
undersigned directors and officers of Cipherloc Corporation, hereby constitute and appoint Michael De La Garza, with full power
to act with full power of substitution and re-substitution, our true and lawful attorney-in-fact with full power to execute in
our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments
thereto) to this registration statement under the Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm each and every act
and thing that such attorney-in-fact, or any duly authorized substitute of such person, shall lawfully do or cause to be done
by virtue thereof.
[Signature
page follows.]
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Michael De La Garza
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Chief
Executive Officer and
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October
27, 2016
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Michael
De La Garza
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Chairman
of Board of Directors
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(Principal
Executive Officer
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/s/
Eric Marquez
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Chief
Financial Officer and Director
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October
27, 2016
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Eric
Marquez
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(Principal
Accounting and Financial Officer)
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