Additional Proxy Soliciting Materials (definitive) (defa14a)
August 03 2021 - 2:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material under §240.14a-12
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Cipherloc
Corporation
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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***
Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held
on
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September
13, 2021.
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Meeting
Information
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Meeting
Type: Annual Meeting
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For
holders as of: July 15, 2021
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Date:
September 13, 2021 Time: 9:00 a.m., Local Time
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Location:
6836 Bee Cave Rd, BLDG. 1, S#279
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Austin,
TX 78746
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You
are receiving this communication because you hold shares in Cipherloc Corporation (the “Company”).
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This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. You may view the proxy materials online at http://annualgeneralmeetings.com/cipherloc/
or easily request a paper copy.
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We
encourage you to access and review all of the important information contained in the proxy materials before voting. Your Proxy Card
will be automatically be mailed to you in a separate mailing.
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Before
You Vote
How
to Access the Proxy Materials
How
to View Online:
Visit:
http://annualgeneralmeetings.com/cipherloc/
How
to Request and Receive a PAPER or E-MAIL Copy:
If
you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please
choose one of the following methods to make your request:
1)
BY E-MAIL*: info@pacificstocktransfer.com
2)
BY TELEPHONE: 1-800-785-7782
3)
ONLINE: http://annualgeneralmeetings.com/cipherloc/ under the Contact Us tab
*
If requesting materials by e-mail, please put Cipherloc Corporation Annual Meeting in the subject line.
Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request
as instructed above on or before August 20, 2021 to facilitate timely delivery.
How
To Vote
Please
Choose One of the Following Voting Methods
Vote
In Person: Many shareholder meetings have attendance requirements including,
but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials
for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote your shares.
Vote
By Internet: To vote by Internet, go to https://ipst.pacificstocktransfer.com/pxlogin. Have the control ID on your Proxy Card ready and
follow the instructions.
Vote
By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Voting
Items
The
Board of Directors recommends you vote FOR the following:
1.)
Election of Directors
2.)
Ratification of the appointment of auditors, Briggs & Veselka Co. as our independent registered public accounting firm for the fiscal
year ending September 30, 2021
3.)
To approve and adopt the Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) and the reservation of 8,000,000
shares of common stock for issuance thereunder
4.)
To approve the reincorporation of the Company from the State of Texas to the State of Delaware
5.)
To grant discretionary authority to our board of directors to (i) amend our proposed Delaware
certificate of incorporation, after the Company effectuates its reincorporation to the State of Delaware, to combine outstanding shares
of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a
range of 1-for-2 to a maximum of a 1-for-20 split, with the exact ratio to be determined by our board of directors in its sole discretion;
and (ii) effect the reverse stock split, if at all, within one year of the date
the
proposal is approved by stockholders
6.)
To approve an amendment of the Company’s Amended and Restated Articles of Incorporation, as amended, to eliminate the shareholders’
statutory preemptive rights pursuant to Section 21.208 of the Texas Business Organizations Code in the event that the reincorporation
of the Company from the State of Texas to the State of Delaware is not consummated
7.)
To approve, by non-binding advisory vote, of the resolution approving named executive officer compensation
8.)
To approval, by non-binding advisory vote, of the frequency of future non-binding advisory votes on resolutions approving future named
executive officer compensation
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