Attached files
| file | filename |
|---|---|
| EX-99.1 - CIPHERLOC Corp | ex99.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): July 30, 2018
Cipherloc Corporation
(Exact name of registrant as specified in its charter)
(formerly National Scientific Corporation)
| 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 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
Between March 5, 2018 and July 30, 2018, the registrant sold 17,250,000 unregistered shares of its common stock. Paulson Investment Company served as the sole placement agent for the offering selling only to accredited investors. The sale was in the form of Units consisting of one share of common stock for $1.00 and a five-year Warrant to purchase another share for $1.20. The commissions paid to Paulson was 12.5% and a ten-year Warrant to purchase up to 5% of the offering at $1.20 per share. The registrant claims the transaction is exempt pursuant to Section 4(a)(2) of the Securities Act and the provisions of Regulation D. The registrant is using the funds for operation and expansion of the company
Item 9.01 Financial Statements and Exhibits
Exhibit 99 Press Release
SIGNATURES
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: July 31, 2018 | By: | /s/ Michael De La Garza |
| Michael De La Garza | ||
| Chief Executive Officer (Principal Executive Officer) and Director | ||