Current Report Filing (8-k)
August 01 2018 - 6:10AM
Edgar (US Regulatory)
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 the earliest event reported): July 30, 2018
Cipherloc
Corporation
(Exact
name of registrant as specified in its charter)
(formerly
National Scientific Corporation)
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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(I.R.S.
Employer
Identification
No.)
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825
Main Street, Suite 100
Buda,
TX 78610
(Address
of principal executive offices) (Zip Code)
702-818-9011
Registrant’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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
Between
March 5, 2018 and July 30, 2018, the registrant sold 17,250,000 unregistered shares of its common stock.
Paulson
Investment Company served as the sole placement agent for the offering selling only to accredited investors. The sale was in the
form of Units consisting of one share of common stock for $1.00 and a five-year Warrant to purchase another share for $1.20. The
commissions paid to Paulson was 12.5% and a ten-year Warrant to purchase up to 5% of the offering at $1.20 per share. The registrant
claims the transaction is exempt pursuant to
Section 4(a)(2) of the Securities Act and the provisions of Regulation D.
The registrant is using the funds for operation and expansion of the company
Item
9.01 Financial Statements and Exhibits
Exhibit
99
Press Release
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant
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Cipherloc Corporation
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Date:
July 31, 2018
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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 (Principal Executive Officer) and Director
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