Current Report Filing (8-k)

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): March 28, 2020

CipherLoc Corporation

(Exact name of registrant as specified in its charter)

Texas	000-28745	86-0837077
(State or other jurisdiction	(Commission	IRS Employer
of incorporation or organization)	File Number)	Identification No.)

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)

[ ]	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: 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective March 28, 2020 (the “Effective Date”), the CipherLoc Corporation (the “Company”) and Andrew Borene, the Company’s Chief Executive Officer and President, mutually agreed that Mr. Borene would leave the Company, and on March 29, 2020, Mr. Borene resigned as a Director of the Company and has no disagreement with the Board. Milton Mattox, Chief Operating Officer of the Company, will become the principal officer for oversight of the Company’s ongoing operations.

In connection with Mr. Borene’s departure from the Company, the Company and Mr. Borene entered into an Executive Transition and Release Agreement (the “Borene Transition Agreement”) which is subject to a seven (7) day revocation period, pursuant to which he will receive a one-time payment (the “Separation Payment”) of $182,000, less deductions for applicable taxes, payable 24 hours after the Effective Date (as that term is defined in the Borene Transition Agreement”). In exchange for the Separation Payment, Mr. Borene agreed to provide the Company with a general release of claims, among other things.

The foregoing description of the Borene Transition 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.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Executive Transition and Release Agreement by and between the Company and Andrew Borene, dated March 28, 2020

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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: March 31, 2020