United States

Securities and Exchange Commission

Washington, D.C.  20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Date of Report (Date of earliest event reported):  November 4, 2019

 

Commission file number:    000-53662

 

IronClad Encryption Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

81-0409475

(State or other jurisdiction of incorporation  or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

One Riverway,

777 South Post Oak Lane, Suite 1700,Houston, Texas

 

 

 

77056

(Address of principal executive offices)

 

(Zip Code)

 

(888) 362-7972

(Issuer's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value

 

IRNC

 

OTCIQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 3.01. Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.

 

Change between trading markets within the OTC Markets Group.

 

On November 4, 2019, IronClad Encryption Corporation (“IronClad”, trading symbol: IRNC) was notified by the OTC Markets Group that it was not in compliance with the continued listing standards set forth in Section 4.1(b) of the OTCQB Standards because the average closing price of IronClad’s Class A common stock was less than $0.001 over a consecutive five-day trading period.

 

On November 5, 2019 IronClad began trading on the OTC Pink Open Market (OTCIQ).

 

IronClad will continue to provide all requisite reports pursuant to the Securities and Exchange Act of 1934, as amended.

 

IronClad is evaluating its options and is monitoring the closing bid price of its common stock and will consider options available to it to potentially regain compliance with the listing standards of the OTCQB and possibly resume trading on that market.

 

 

Forward Looking Statements

 

This Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These “forward-looking” statements involve risks and uncertainties that may cause actual future events or results to differ materially from those described in the forward-looking statements.  Words such as “expects,” “intends,” “anticipates,” “should,” “believes,” “will,” “plans,” “estimates,” “may,” variations of such words and similar expressions are intended to identify such forward-looking statements.

 

We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments, or otherwise. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in documents we file with the SEC.

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized,

 

IronClad Encryption Corporation

 

Date:  November 12, 2019

 

BBy:

  /s/ DAVID G. GULLICKSON

David G. Gullickson

Vice President, Treasurer, and

Principal Financial and Accounting Officer