8-K

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 13, 2021

Cipherloc Corporation

(Exact name of registrant as specified in its charter)

Texas	000-28745	86-0837077
(State or other jurisdiction	(Commission	IRS Employer
of incorporation or organization)	File Number)	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)

Securities registered pursuant to Section 12(b) of the Act: None

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 communication 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07 Submission of Matters to a Vote of Security Holders

On September 13, 2021, Cipherloc Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 69,368,876 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on September 13, 2021 are as follows:

Proposal 1. All of the four (4) nominees for director were elected to serve until the 2022 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the four (4) directors was as follows:

Directors	For		Against		Abstain		Broker Non Vote
Tom Wilkinson		58,128,399		0		2,005,771		9,234,706
Anthony Ambrose		57,920,569		0		1,389,291		10,059,016
David Chasteen		58,146,132		0		2,008,415		9,214,329
Sammy Davis DrPH		57,942,070		0		1,367,790		10,059,016

Proposal 2. The appointment of Briggs & Veselka Co. as the Company’s independent registered public accounting firm for its fiscal year ended September 30, 2021 was ratified and approved by the stockholders by the votes set forth in the table below:

For	Against	Abstain	Broker Non Vote
66,796,598	723,424	1,054,341	794,513

Proposal 3. The adoption of the Company’s 2021 Omnibus Equity Incentive Plan and the reservation of 8,000,000 shares for issuance thereunder was approved by the stockholders by the votes set forth in the table below:

For	Against	Abstain	Broker Non Vote
50,590,144	7,596,837	1,017,471	10,164,424

Proposal 4. The reincorporation of the Company from the State of Texas to the State of Delaware was approved by the stockholders by the votes set forth in the table below:

For	Against	Abstain	Broker Non Vote
58,441,093	609,956	153,403	10,164,424

Proposal 5. Discretionary authority to our board of directors (i) amend our proposed Delaware certificate of incorporation, after the Company effectuates its reincorporation to the State of Delaware, to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of 1-for-2 to a maximum of a 1-for-20 split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal was approved by the stockholders by the votes set forth in the table below:

For	Against	Abstain	Broker Non Vote
62,452,465	5,491,535	630,362	794,514

Proposal 6. An amendment of the Company’s Amended and Restated Articles of Incorporation, as amended, to eliminate the shareholders’ statutory preemptive rights pursuant to Section 21.208 of the Texas Business Organizations Code in the event that the reincorporation of the Company from the State of Texas to the State of Delaware is not consummated was approved by the stockholders by the votes set forth in the table below:

For	Against	Abstain	Broker Non Vote
56,693,219	2,273,309	237,924	10,164,424

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Proposal 7. The named executive compensation was approved, by non-binding advisory vote, by the stockholders by the votes set forth in the table below:

For	Against	Abstain	Broker Non Vote
56,159,598	1,868,600	1,176,254	10,164,424

Proposal 8. A 3 year frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation was approved by the stockholders.

1 Year	2 Years	3 Years	Abstain	Broker Non Vote
14,788,493	691,899	42,627,825	1,096,217	10,164,442

Based on these results and consistent with the Company’s recommendation, the Company’s Board of Directors has adopted a policy to hold an advisory vote on the compensation of the Company’s named executive officers every three years, until the next advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.2	Press release, dated September 14, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: September 14, 2021

CIPHERLOC CORPORATION
By:	/s/ Ryan Polk
	Ryan Polk
	Chief Financial Officer

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EX-99.2

Exhibit 99.2

Cipherloc Announces Results of Annual Meeting

AUSTIN, TX – September 14, 2021 – Cipherloc Corporation (OTCQB:CLOK) (“Cipherloc”), a developer of advanced encryption technology, today announced the results of its annual meeting of stockholders held September 13, 2021.

At the annual meeting, stockholders:

● Elected Anthony Ambrose, Sammy Davis, David Chasteen and Tom Wilkinson to the board of directors;

● Ratified the appointment of Briggs & Veselka Co. as the company’s independent auditor;

● Approved and adopted the Company’s 2021 Omnibus Equity Incentive Plan;

● Approved the reincorporation of the Company from the State of Texas to the State of Delaware;

● Granted discretionary authority to the board of directors to combine outstanding shares of Cipherloc’s common stock into a lesser number of outstanding shares with the exact ratio to be determined by our board of directors within a range of 1-for-2 to a maximum of 1-for-20;

● Approve an amendment of the Company’s Amended and Restated Articles of Incorporation, as amended, to eliminate the shareholders’ statutory preemptive rights pursuant to Section 21.208 of the Texas Business Organizations Code in the event that the reincorporation of the Company from the State of Texas to the State of Delaware is not consummated;

● Approved, by non-binding advisory vote, a resolution approving named executive officer compensation; and

● Approved, by non-binding advisory vote, future non-binding advisory votes on resolutions approving future named executive officer compensation to occur every three years.

“We are extremely appreciative of the shareholder approval we received for these proposals. This historic proxy for Cipherloc represents the ongoing commitment of our Board and our management team to create sustainable and shareholder value” said David Chasteen, CEO. “We remain focused on achieving the first customer wins from our broadening sales funnel and continuing to advance our encryption service offering.”

Since 2020, Cipherloc developed commercial applications of its technology by advancing a Software Development Kit (“SDK”) for its Polymorphic Encryption Core. By doing so, potential customers can integrate and configure the PEC using the SDK. Cipherloc’s technology now supports commercial application through three distinct products.

● For data-in-motion applications, Cipherloc Sentinel allows a customer to build a post-quantum encryption solution into their product environment.

● Cipherloc Armor employs the sentinel solution in a hardware appliance that can be deployed in front of any IT system and encrypts the traffic between paired Armor devices with little setup needed.

● Cipherloc Shield addresses data-at-rest needs, securely encrypting data, using the PEC, that is placed on a hard drive or in a database for long term storage.

About Cipherloc Corporation (OTCQB: CLOK)

Cipherloc Corporation provides advanced technology and expertise to secure your data Cipherloc Corporation provides advanced technology and expertise to secure your data and safeguard your privacy with the speed you need today and the agility you’ll need tomorrow. Our patented Polymorphic Encryption technology provides a layer of security that is stronger, adaptable, and scalable across a variety of applications and systems. Learn more at www.cipherloc.net.

Forward-Looking Statements

This press release may contain forward-looking statements, including information about management’s view of Cipherloc’s future expectations, plans and prospects, including within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the “Act”). In particular, when used in the preceding discussion, the words “believes,” “hopes,” “expects,” “intends,” “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act and otherwise. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of Cipherloc, its divisions and concepts to be materially different than those expressed or implied in such statements. These risk factors include, but are not limited to, statutory preemptive rights which our shareholders are provided under Texas law, our failure to comply with such rights in the past, dilution caused by the exercise of such rights, and potential penalties or liability in connection therewith, as well as our plans to terminate such rights in the future; penalties and other amounts which may be payable for our failure to comply with the covenants in, and time periods set forth in, the March/April 2021 private offering documents; that we have incurred net losses since inception, our need for additional funding, the substantial doubt about our ability to continue as a going concern, and the terms of any future funding we raise; that COVID-19 has materially adversely affected our operations and may continue to have a material adverse impact on our operating results in the future; our dependence on current management and our ability to attract and retain qualified employees; competition for our products; our ability to develop new products, improve current products and innovate; unpredictability in our operating results; our ability to retain existing licensees and add new licensees; risks associated with data breaches, security flaws, unauthorized access to our and our customers’ (if any) and the customers of our licensees’ systems and products, hacking risks, risks of intentional disruption of our products or services, product failures and the effect of such failures and other events on our brand and operating results; outages in third party infrastructure on which we rely; customer defaults and delays in payment; delays in product development, our failure to predict changes in technology, and actual or perceived defects or vulnerabilities in our products; our ability to manage our growth; our ability to protect our intellectual property (IP), enforce our IP rights and defend against claims that we infringed on the IP of others; risks related to the volatile and sporadic trading of our common stock, dilution caused by future offerings, anti-dilutive rights which exist relating to our securities, over-hang, the effect of substantial sales of our common stock, the anti-dilutive rights of warrants; additional restrictions put on the sale of our common stock as a result of it being a ‘penny stock’; our compliance with various rules and regulations, penalties we may face for non-compliance, and the risk of new, more costly or more restrictive rules and regulations; our ability to maintain effective controls and procedures; restrictions on our ability to issue new securities and amounts required to be paid to our CEO upon certain sales of the Company; the Board of Directors’ ability to designate blank check preferred stock without further shareholder approval; risks associated with future acquisitions and/or with our failure to grow by acquisition; risks associated with pending and/or future litigation, lawsuits, and/or regulatory claims; and other risk factors included from time to time in documents Cipherloc files with the Securities and Exchange Commission, including, but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. These reports are available at www.sec.gov. Other unknown or unpredictable factors also could have material adverse effects on Cipherloc’s future results. The forward-looking statements included in this press release are made only as of the date hereof. Cipherloc cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Cipherloc undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by Cipherloc. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Investor Contact:

Matt Kreps
Darrow Associates Investor Relations
214-597-8200
mkreps@darrowir.com

XML

Cover	Sep. 13, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 13, 2021
Entity File Number	000-28745
Entity Registrant Name	Cipherloc Corporation
Entity Central Index Key	0001022505
Entity Tax Identification Number	86-0837077
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	6836 Bee Caves Road
Entity Address, Address Line Two	Building 1
Entity Address, Address Line Three	Suite 279
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78746
City Area Code	(512)
Local Phone Number	772-4245
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false