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):  June 26, 2020

 

Commission file number:   000-53662

 

IronClad Encryption Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

81-0409475

(State or other jurisdiction of incorporation  or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

1 Riverway, Suite 1700, Houston, Texas

 

77056

(Address of principal executive offices)

 

(Zip Code)

 

(888) 362-7972

(Issuer's telephone number, including area code)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value

 

IRNC

 

OTCIQ

 

 

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 8.01    Other Events

 

IronClad Encryption Corporation (“IronClad” or the “Company”) will be relying on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder dated March 25, 2020 (Release No. 34-88465) (the “Order”) to delay the filing of its Annual Report on Form 10-K for the year ended March 31, 2020 (the “Report”) due to the circumstances related to COVID-19.

 

In particular, COVID-19 has caused severe disruptions in its operations and the operations of its professional advisors. This has, in turn, delayed IronClad’s ability to complete the Report. Notwithstanding the foregoing, IronClad expects to file the Report no later than August 13, 2020 (which is 45 days from the Report’s original filing deadline of June 29, 2020).

 

In light of the current COVID-19 pandemic, the Company will be including the following Risk Factor in its Report:

 

An Occurrence Of An Uncontrollable Event Such As The COVID-19 Pandemic May Negatively Affect Our Operations.

 

The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

 

 

 

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,

 

IronClad Encryption Corporation

 

Date:  June 26, 2020

 

 

/s/ David G. Gullickson 

By: ______________________

David G. Gullickson, 

Vice President, Treasurer, and 

Principal Financial and Accounting Officer 

 

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