SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): August 28,
file number: 000-53662
(Exact name of
registrant as specified in its charter)
or other jurisdiction of incorporation or organization)
Employer Identification No.)
Riverway, Suite 1700, Houston, Texas
(Address of principal executive offices)
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
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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:
of Each Class
Each Exchange on Which Registered
Common Stock, $0.001 par value
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 ☐
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
Bankruptcy or Receivership.
August 28, 2020, IronClad Encryption Corporation (“IronClad” or the
“Company”) filed a voluntary petition for reorganization under
Chapter 11 of the United States Bankruptcy Code (the “Chapter 11
Case”) in the United States Bankruptcy Court for the Southern
District of Texas (the “Bankruptcy Court”).
Company will continue to operate its business as a
“debtor-in-possession” under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.
bankruptcy petition and other documents filed by IronClad as debtor
are available at the court’s Internet home page
http://www.txs.uscourts.gov/ or at the Clerk’s Office, United
States Bankruptcy Court, P. O. Box 61010, Houston, Texas
77208. The assigned case number is 20-34332.
Triggering Events that Accelerate or Increase
a Direct Financial Obligation or an Obligation under an Off-Balance
filing of the Chapter 11 Case described above in Item 1.03
constitutes an event of default that accelerated IronClad’s
obligations under the following unsecured debt instruments (the
$108,925.00 in outstanding aggregate principal amount of the 12%
Convertible Note dated 2018 October 26.
$ 15,300.00 in outstanding aggregate principal amount of the
10% Convertible Note dated 2019 February 14.
$ 23,260.00 in outstanding aggregate principal amount of the
12% Convertible Note dated 2019 February 14.
$108,486.00 in outstanding aggregate principal amount of the 09%
Convertible Note dated 2018 July 19.
$ 53,650.00 in outstanding aggregate principal amount of the
12% Convertible Note dated 2019 April 01.
$ 39,276.00 in outstanding aggregate principal amount of the
12% Convertible Note dated 2019 April 23.
$126,000.00 in outstanding aggregate principal amount of the 10%
Convertible Note dated 2019 May 19.
$ 66,400.00 in outstanding aggregate principal amount of the
08% Convertible Note dated 2019 October 01.
$150,000.00 in outstanding aggregate principal amount of the 10%
Convertible Note dated 2019 October 31.
$ 61,584.49 in outstanding aggregate principal amount of the
01% Note dated 2020 April 20.
Debt Instruments provide that, as a result of the Chapter 11 Case,
the principal and interest due thereunder shall be immediately due
and payable. Any efforts to enforce such payment obligations
under the Debt Instruments are automatically stayed as a result of
the Chapter 11 Case, and the creditors’ rights of enforcement
in respect of the Debt Instruments are subject to the applicable
provisions of the Bankruptcy Code.
Item 8.01 Other Events
about Trading in IronClad’s Common Stock
Company cautions that trading in its securities during the pendency
of the Bankruptcy Petitions is highly speculative and poses
substantial risks. Trading prices for the Company’s securities may
bear little or no relationship to the probable outcome for equity
security holders at the conclusion of the proceeding in Bankruptcy
Court described above.
IronClad expects that its equity holders could experience a
significant or complete loss of the value of their investment,
depending on the outcome of the Chapter 11 Case.
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,
/s/ David G.
Financial and Accounting Officer