Current Report Filing (8-k)
September 01 2020 - 8:30AM
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): August 28, 2020
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
(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
1.01
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Entry
into a Material Definitive Agreement.
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On
August 28, 2020 (the “Effective Date”), CipherLoc Corporation (the “Company”) entered into a Settlement
Agreement and Mutual General Release (the “Settlement”) with Michael De La Garza, a director of the Company. The Settlement
relates to certain pending actions, including (i) CipherLoc Corporation vs. Michael De La Garza, MSR, LLC, and James LaGanke,
as Trustee of the Caramel Trust II, Civil Action No. 1:19-CV-01147-LY in the United States District Court for the Western District
of Texas, Austin Division, (ii) CipherLoc Corporation vs. Michael De La Garza, Cause No. D-1-GN-19-005253 in the 53rd
Judicial District Court of Travis County, Texas, and (iii) Michael De La Garza and CipherLoc, Inc. v. Tom Wilkinson, Anthony Ambrose,
Manchester PR, LLC and Manchester Explorer, LP; Cause No. D-1-GN-19-004708 in the 53rd Judicial District Court of Travis
County, Texas. Under the Settlement, all of the foregoing actions are to be dismissed with prejudice.
Pursuant
to the Settlement, Mr. De La Garza, agreed to, among other things, (i) resign as a director of the Company as of the Effective
Date and confirmed that he had no disagreements with the Board of Directors, and (ii) return 13,137,757 shares of the Company’s
common stock, $0.01 par value per share (the “Forfeited Stock”), held by him to the Company’s treasury. The
Company agreed to pay Mr. De La Garza an aggregate sum of $400,000 (the “Settlement Amount”), payable as follows:
(A) $300,000 on or before ten (10) business days after the last to occur (the “Settlement Date”) of (i) the execution
of the Settlement by Mr. De La Garza, (ii) actual receipt by the Company of the Forfeited Stock and consummation of the deliveries
contemplated by the Settlement, and (iii) the receipt by the Company of a completed Internal Revenue Service Form W-9 from Mr.
De La Garza; and (B) $25,000 on each of the four (4) succeeding quarterly anniversaries of the Settlement Date. Notwithstanding
the foregoing, in the event that Mr. De La Garza is not in compliance with the Settlement on any such payment date, then no payment
shall be due and the Company shall have the right to pursue any and all remedies against De La Garza including, without limitation,
seeking the return of all amounts paid.
In
exchange for the consideration described above, and subject to the terms and conditions set forth in the Settlement, the Company
and Mr. De La Garza mutually agreed to grant each other a general release.
The
foregoing description of the Settlement 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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Reference
is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 5.02 by reference.
On September 1, 2020,
the Company issued a press release in connection with the Settlement. A copy of the press release is attached hereto as Exhibit 99.1
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:
September 1, 2020
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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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