UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 27, 2017
IRONCLAD ENCRYPTION CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number: 000-53662
| Nevada | 81-0409475 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
777 South Post Oak Lane, 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 (17CFR230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 25, 2017, the Board of Directors of Ironclad Encryption Corporation, acting by unanimous consent, resolved to change the domicile of Ironclad Encryption Corporation from Delaware to Nevada. On January 27, 2017, Ironclad Encryption Corporation filed a Certificate of Conversion with the Secretary of State of Delaware. On February 22, 2017, Ironclad Encryption Corporation filed Articles of Conversion with the Secretary of State of Nevada.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Conversion (Delaware) | |
| 3.2 | Articles of Conversion (Nevada) |
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: October 16, 2017
| By: | /s/ James D. McGraw | |
| James D. McGraw | ||
| Its: | President |