Current Report Filing (8-k)
January 03 2022 - 05:02PM
Edgar (US Regulatory)
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2022-01-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 earliest event reported):
January 1, 2022
Cipherloc Corporation
(Exact name
of registrant as specified in its charter)
|
Delaware |
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000-28745 |
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86-0837077 |
|
(State or
other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
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6836 Bee Cave Road
Bldg. 1,
S#279
Austin,
Texas
78746
(Address
of principal executive offices) (Zip Code)
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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☐ |
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)) |
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 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. ☐
Section 4
— Matters Related to Accountants and Financial
Statements
Item
4.01. Changes in Registrant’s Certifying Accountant
Previous
Certifying Accountant
On January
1, 2022, Cipherloc Corporation, a Delaware corporation (the
“Company”), replaced Briggs & Veselka Co. (“Briggs”), as its
principal independent accountant. Briggs had informed the Company
that it could no longer act as the Company’s principal independent
accountant due to a change in their business strategy as Briggs
joins Crowe LLP on January 3, 2022.
Briggs
reported on the Company’s financial statements for each of the
years ended September 30, 2021, 2020 and 2019. These reports did
not contain any adverse opinion, disclaimer of opinion, or
qualification or modification as to uncertainty, audit scope or
accounting principles, except as described herein. The report of
Briggs for year ended September 30, 2020 was qualified with respect
to uncertainly as to the Company’s ability to continue as a going
concern. Since their retention as the Company’s independent
accountants on September 27, 2019 and through December 31, 2021,
there were no disagreements with Briggs on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to
Briggs’ satisfaction would have caused Briggs to make reference
thereto in their report on the financial statements of the Company
for such years. During the period of their retention there were no
reportable events identified in Item 304(a)(1)(iv) of Regulation
S-B.
The Company
has provided Briggs with a copy of the foregoing disclosures. A
letter from Briggs addressed to the Securities and Exchange
Commission is included as Exhibit 2.1 to this Current Report on
Form 8-K and states that Briggs agrees with such
disclosure.
New
Certifying Accountants
The Company
engaged RBSM LLP (“RBSM”) as its new independent accountants as of
January 1, 2022. During the two most recent fiscal years and
through December 31, 2021, the Company has not consulted with RBSM
regarding either (i) the application of accounting principles to a
specific completed or contemplated transaction; or the type of
audit opinion that might be rendered on the Company’s financial
statements, and neither a written report nor oral advice was
provided to the Company that was an important factor considered by
the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or (ii) any matter that was the
subject of a disagreement or event identified in Item 304(a)(1)(iv)
of Regulation S-B.
Section 9
— Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits
* Filed
herewith
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.
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CIPHERLOC
CORPORATION |
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Date:
January 3, 2022 |
By: |
/s/ Ryan
Polk |
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Name: |
Ryan
Polk |
| |
Title: |
Chief Financial
Officer |
Cipherloc (QB) (USOTC:CLOK)
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