UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Cipherloc Corporation

(Exact name of registrant as specified in its charter)

Cipherloc Corporation 2021 Omnibus Equity Incentive Plan

(Full title of the plan)

David Chasteen
Chief Executive Officer
Cipherloc Corporation

6836 Bee Cave Road, Bldg. 1, S#279

Austin, Texas 78746

(Name and address of agent for service)

(512) 772-4245

(Telephone number, including area code, of agent for service)

With a copy to:

Jeffrey Fessler, Esq.

Nazia J. Khan, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112-0015

Phone: (212) 653-8700

Fax: (212) 653-8701

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement registers an additional 8,186,106 shares of the Registrant’s common stock that may be offered and sold under the Cipherloc Corporation 2021 Omnibus Equity Incentive Plan (the “Plan”). The number of shares of the Registrant’s common stock available for issuance under the stockholder-approved Plan is subject to an automatic annual increase on the first day of each of the Registrant’s fiscal years beginning on January 1, 2022 and ending on the last January 1st during the initial ten-year term of the Plan, by an amount equal to the lesser of (i) 5% of the Registrant’s shares of common stock outstanding (on an as-converted basis, which shall include shares of the Registrant’s common stock issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares of the Registrant’s common stock, including, without limitation, preferred stock, warrants and employee options to purchase any shares of the Registrant’s common stock) on the final day of the immediately preceding calendar year and (ii) such lesser number of shares of the Registrant’s common stock as determined by the Registrant’s board of directors. For 2022, the Board authorized an increase of 8,186,106 shares of the Registrant’s common stock under the Plan, consisting of the full 5% increase allowed pursuant to the Plan’s evergreen provision. These shares are in addition to the 8,000,000 shares of common stock registered on the Registrant’s Form S-8 filed with the Securities and Exchange Commission on October 25, 2021 (File No. 333-260463) (the “Prior Registration Statement”).

In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Cipherloc Corporation (the “Company”) with the Securities and Exchange Commission (“SEC”) are incorporated herein by reference:

EXHIBIT INDEX

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Austin, Texas, on the 29th day of June 2022.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Chasteen as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

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