Attached files
| file | filename |
|---|---|
| EX-17.3 - CIPHERLOC Corp | ex17-3.htm |
| EX-10.29 - CIPHERLOC Corp | ex10-29.htm |
| EX-10.28 - CIPHERLOC Corp | ex10-28.htm |
| EX-10.27 - CIPHERLOC Corp | ex10-27.htm |
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 the earliest event reported): September 30, 2017
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) |
(I.R.S.
Employer Identification No.) |
825 Main Street, Suite 100
Buda, TX 78610
(Address of principal executive offices) (Zip Code)
702-818-9011
Registrant’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)) |
Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 28, 2017, the Company entered into the following agreements with Firstfire Global Opportunities Fund LLC
1. A Convertible Promissory Note in the amount of $330,000 payable in six months and convertible into common shares at $2.00 per share at the Holder’s option.
| 2. | A Warrant Agreement wherein Firstfire Global Opportunities Fund LLC may purchase up to 165,000 shares of common stock of the company for $4.50 pershare with an expiration date two yesrser the date of the Warrant Agreement. | |
| 3. | A Stock Purchase Agreement setting forth the details of above stated agreements |
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On October 18, 2017, the Company received a letter of resignation from Michael Salas Vice President of marketing and sales, with an effective date of October 27, 2017.
Item 9.01 Financial Statements and Exhibits
| Exhibits | 10.27 | Senior Convertible Promissory Note |
| 10.28 | Common Stock Purchase Warrant | |
| 10.29 | Common Stock Purchase Agreement | |
| 17.3 | Resignation Letter |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Registrant | CipherLoc Corporation | |
| Date: October 19, 2017 | By: | /s/ Michael De La Garza |
| Michael De La Garza | ||
| Director and Chief Executive Officer (Principal Executive Officer) | ||