Current Report Filing (8-k)
December 16 2019 - 5:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): December 13, 2019
CipherLoc
Corporation
(Exact
name of registrant as specified in its charter)
Texas
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000-28745
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86-0837077
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(State
or other jurisdiction
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(Commission
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IRS
Employer
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of
incorporation or organization)
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File
Number)
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Identification
No.)
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825
Main St, Suite 100
Buda,
TX 78610
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (512) 772-4245
(Former
name or former address, if changed since last report)
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None.
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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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Effective
December 13, 2019, Gino Mauriello resigned from his position as Chief Financial Officer of CipherLoc Corporation (the “Company”).
The Company intends to immediately conduct an executive search for Mr. Mauriello’s replacement.
In
connection with Mr. Mauriello’s resignation, the Company entered into a Confidential Severance and Release Agreement with
Mr. Mauriello (the “Mauriello Separation Agreement”), pursuant to which he will receive a one-time payment (the “Separation
Payment”) of $50,000, payable on the next regularly scheduled payroll date following his resignation or December 31, 2019,
whichever is later. The Separation Payment is final and includes consideration and repayment by the Company for any outstanding
expenses claimed by employee. In exchange for the Separation Payment, the Mauriello Separation Agreement provides a general release
of the Company by Mr. Mauriello.
The
foregoing description of the Mauriello Separation Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
SIGNATURE
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.
Dated:
December 16, 2019
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CIPHERLOC
CORPORATION
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By:
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/s/
Andrew Borene
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Andrew
Borene
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Chief
Executive Officer
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