Current Report Filing (8-k)
July 28 2021 - 07:33AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM8-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): July 23, 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
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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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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
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 (see General Instruction A.2.
below):
[ ]
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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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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 l 2(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 I 934 (§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. Entry into a Material Definitive Agreement.
On
July 23, 2021, Cipherloc Corporation (the “Company,” “we,” or “us”) entered
into a financial advisory and consulting letter agreement (the “Agreement”) with Paulson Investment Company, LLC (“Paulson”).
Pursuant to the Agreement, Paulson will provide the following services at our request: (a) familiarize itself with our business, assets
and financial condition; (b) assist us in developing strategic and financial objectives; (c) assist us in increasing our exposure in
the software industry; (d) assist us in increasing our profile in the investment and financial community through introductions to analysts
and potential investors, participation in investment conferences and exploitation of reasonably available media opportunities; (e) identify
potentially attractive merger and acquisition opportunities; (f) review possible innovative financing opportunities and (g) render other
financial advisory reservices and may be reasonably requested. The term of the Agreement is four years from the date of the Agreement,
unless terminated earlier by either party as provided therein.
As
compensation for these services, we are issuing to Paulson 4,000,000 shares of our common stock, par value $0.01 per share and
agreeing to reimburse them for all reasonable and documented expenses incurred by Paulson in connection with providing such services.
We
have agreed to indemnify Paulson and certain of its related parties for any losses, claims, damages or liabilities related to the services
it renders pursuant to the Agreement, other than those that are finally judicially determined to have resulted primarily from Paulson’s
bad faith or gross negligence.
The
foregoing summary is qualified in its entirety by reference to the Agreement, which is incorporated by reference in its entirety and
a copy of which is included as Exhibit 10.1 to this filing.
Item
3.02. Unregistered Sales of Equity Securities.
The
information in Item 1.01 relating to the Agreement are incorporated by reference into this Item 3.02. We claim an exemption
from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for
such issuances, since the foregoing issuances did not involve a public offering. The securities were not registered under the Securities
Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the
Securities Act and any applicable state securities laws.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
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:
July 28, 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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