Current Report Filing (8-k)
January 20 2021 - 9:01AM
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): January 15, 2021
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
of
incorporation or organization)
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(Commission
File
Number)
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IRS
Employer
Identification
No.)
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6836
Bee Caves Road
Building
1, Suite 279
Austin,
TX 78746
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (512) 772-4245
N/A
(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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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
1.01
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Entry
into a Material Definitive Agreement.
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Effective
January 15, 2021 (the “Effective Date”), CipherLoc Corporation (the “Company”) entered into a Settlement
Agreement and Mutual General Release (the “Settlement Agreement”) with the Carmel Trust (the “Trust”),
the Carmel Trust II (“Trust II”), James LaGanke, individually (“LaGanke”) and as Trustee of both the Trust
and Trust II (“Trustee,” and collectively with the Trust, Trust II, and LaGanke, the “Carmel Parties”).
The Settlement Agreement relates to the action titled CipherLoc Corporation vs. Michael De La Garza, MSR, LLC, and James LaGanke,
as CipherLoc Corporation vs. Michael De La Garza, MSR, LLC, and James LaGanke, as Trustee of the Carmel Trust II, Civil Action
No. 1:19-CV-01147-LY, currently pending in United States District Court for the Western District of Texas, Austin Division. Under
the Settlement Agreement, the foregoing action is to be dismissed with prejudice.
Pursuant
to the Settlement Agreement, the Carmel Parties agreed to, among other things, the return of (i) 1,000,000 shares of Series A
Preferred Stock of the Company, par value $0.01 per share (the “Preferred Stock”), and (ii) 127,500 shares of the
Company’s common stock, $0.01 par value per share (together with the Preferred Stock, the “Forfeited Stock”),
held by the Carmel Parties to the Company’s treasury. The Company agreed to pay the Carmel Parties an aggregate sum of $50,000
(the “Settlement Amount”) payable on or before fifteen (15) business days after (i) the execution of the Settlement
Agreement by the Carmel Parties, (ii) actual receipt by the Company of the Forfeited Stock and consummation of the deliveries
contemplated by the Settlement Agreement, and (iii) the receipt by the Company of a completed Internal Revenue Service form W-9
from both LaGanke and his law firm.
In
exchange for the consideration described above, and subject to the terms and conditions set forth in the Settlement Agreement,
the Company and the Carmel Parties mutually agreed to grant each other a general release.
The
foregoing description of the Settlement Agreement is qualified in its entirety by reference to the 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
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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On
January 19, 2021, Zeynep Young resigned as a member of the Company’s board of directors in order to take a new leadership
role.
Ms.
Zeynep’s resignation was not the result of any disagreement with the Company, any matter related to the Company’s
operations, policies or practices, the Company’s management or the Company’s board of directors.
On
January 19, 2021, the Company issued a press release in connection with Ms. Zeynep’s resignation. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On
January 20, 2021, the Company issued a press release in connection with the Settlement Agreement. A copy of the press release
is attached hereto as Exhibit 99.2 and is 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:
January 20, 2021
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CIPHERLOC
CORPORATION
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By:
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/s/
Ryan Polk
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Ryan
Polk
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Chief
Financial Officer
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