UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 30, 2020
CipherLoc Corporation
(Exact name of registrant as specified in its charter)
| Texas | | 000-28745 | | 86-0837077 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | IRS Employer Identification No.) |
6836 Bee Caves Road
Building 1, Suite 279
Austin, TX 78746
(Address of principal executive offices)
Registrant’s telephone number, including area code: (512) 772-4245
(Former name or former address, if changed since last report)
| [ ] | 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 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 1.01 | Entry into a Material Definitive Agreement. |
On September 30, 2020, CipherLoc Corporation (the “Company”) entered into an Amendment Agreement (collectively, the “Amendments”) with certain holders (the “Holders”) of warrants to purchase the Company’s common stock, par value $0.01 per share (the “Warrants”). Pursuant to the Amendments, the Holders agreed to a beneficial ownership limitation whereby their respective Warrants will not be exercisable if the exercise of such Warrants would result in the Holders (together with any of its Affiliates (as defined in the Amendments) as a group) acquiring more than 4.99% of the Company’s then issued and outstanding common stock.
The foregoing description of the Amendments is qualified in its entirety by reference to the Amendment Agreements, which are filed as Exhibits 10.1 through 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | | Description |
| | | |
| 10.1 | | Amendment Agreement, dated September 30, 2020, by and between the Company and Manchester Explorer, LP |
| 10.2 | | Amendment Agreement, dated September 30, 2020, by and between the Company and JEB Partners, LP |
| 10.3 | | Amendment Agreement, dated September 30, 2020, by and between the Company and James Besser |
SIGNATURE
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.
Dated: October 2, 2020
| | CIPHERLOC CORPORATION |
| | | |
| | By: | /s/ Ryan Polk |
| | | Ryan Polk |
| | | Chief Financial Officer |
