Current Report Filing (8-k)
28 April 2015 - 4:10AM
Edgar (US Regulatory)
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): April 21, 2015
CIPHERLOC
CORPORATION
(Formerly National Scientific 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.) |
1291
Galleria Drive, Suite 200
Henderson,
NV 89014
(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 1 - Registrant’s Business and Operations
Item 1.01
Entry into a Material Definitive Agreement.
On April 21, 2015, Cipherloc Corporation entered into a
Licensing Agreement with two entities, Code Robert, LLC and Sunset Angel Productions, LLC that jointly own software for
cross-platform, digital use. Cipherloc has the right to perpetually use the software in its CipherLoc PKPA engine. With this
licensed software, the Company expects to be able to reduce the initial development time of the delivery mechanism for its
PKPA engine to as little as 6-8 months and with fewer engineers.
The licensing fee for the use of the software is Fifty Thousand (50,000)
restricted common shares of the Company’s stock divided equally between the Licensors.
Item 9.01
Financial Statements and Exhibits
The following exhibits are furnished as part of this report:
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 Date: April 27, 2015 | | |
CipherLoc Corporation By: /s/ Michael De La Garza |
| | | |
Michael De La Garza |
| | | |
Chief Executive Officer (Principal Executive Officer) |
Exhibit 10.14
LICENSE AGREEMENT
This License Agreement (“Agreement”)
is entered into this dated as of this _21st _ day of April 2015 (“Effective Date”),
by and between Cipherloc Corporation, a Texas corporation with its principal place of business located at 1291 Galleria Drive,
Suite 200 Henderson, NV 89014 (“Licensee” ) and Code Robert, LLC, a Hawaii corporation at 310
Kamaole Rd., Kula, HI 96790 and Sunset Angel Productions, LLC, a Hawaii corporation located at 277 Wiliko Place, Suite 240, Lahaina,
HI 96761 (collectively the “Licensor”). The Licensor and Licensee shall be collectively referred to
as the Parties
Recitals
WHEREAS, Licensor owns a software asset known
as Cross Platform Social System which is code developed by Licensor for cross-platform, digital use
(“XPSS”) and is engaged in the business of digital software solutions and application software development
services; and
WHEREAS, Licensee is the owner of CipherLoc
Polymorphic Key Progression Algorithmic Cipher Engine (“CipherLoc® PKPA”), is in the business of digital
cryptography and desires to use XPSS on a non-exclusive basis in its CipherLoc®PKPA engine
Agreement
In consideration of the mutual benefits
to be derived from this Agreement and of the representations, warranties, conditions, agreements and promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. | | The Recitals are incorporated herein by this reference. |
2. | | Licensor herby grants unto Licensee a perpetual non-exclusive
license to use XPSS in the Licensees, CipherLoc PKPA engine and a perpetual non-exclusive
license for other applications. Said License shall include the items set forth in Schedule 2.1 Licensed Assets. |
3. | | As consideration to Licensor for the license, the following shall occur: |
a. | | Licensor shall provide simple written technical information (see Section
2.1 Licensed Assets) and where the XPSS interfaces (“hooks”) are located for the purpose of Licensee integrating Licensor’s
XPSS product into the CipherLoc end product and Licensor and Licensee agree that such technical information and support is considered
Confidential Information. Licensor shall have no rights or claims to the eventual end product. |
b. | | Licensor will be awarded at closing or immediately thereafter fifty
thousand (50,000) common shares of Licensee’s stock, trading symbol “CLOK”, restricted pursuant
to Rule 144, which are restricted for a 12 month period. Said shares shall be issued to the Licensor or its designees. |
c. | | Licensor’s compensation as described in section 3b, herein, shall
be split into equal portions and one portion shall be sent to Code Robert, LLC at 310 Kamaole Rd., Kula, HI 96790 and the other
portion shall be sent to Sunset Angel Productions, LLC, 277 Wiliko Place, Suite 240, Lahaina, HI 96761. |
4. | | This Agreement shall be construed and governed in accordance with Nevada law, and
venue shall be in the Eighth Judicial District Court, Clark County, Nevada. |
5. | | Should a lawsuit be necessary to enforce the terms of this Agreement, the prevailing
party shall be entitled to attorneys’ fees and costs of the suit. |
6. | | This Agreement may be executed in counter-parts, and facsimile copies of signatures
shall have the same force and effect as originals |
7. | | Assignment. This Agreement and the rights and obligations hereunder shall not be assignable
or transferable by any party hereto without the prior written consent of the other parties hereto, provided, however,
that Licensee may assign all or part of its rights and obligations hereunder to any subsidiary or any other Person
directly or indirectly controlling, controlled by or under common control with Licensee, provided that no such assignment
shall, without the consent of the Seller Parties, relieve Licensee of its obligations hereunder. |
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
executed and delivered as of the day and year first above written.
CIPHERLOCK CORPORATION |
|
CODE ROBERT, LLC |
Licensee |
|
Licensor |
|
|
|
/s/ Michael De La Garza |
|
/s/ Robert Bonifacio |
Signature |
|
Signature |
|
|
|
MICHAEL DELAGARZA |
|
ROBERT BONIFACIO |
PRESIDENT AND CEO |
|
PRESIDENT AND CEO |
1291 W. GALLERIA DR. STE. 200 |
|
P.O. Box 601 |
HENDERSON, NV 89014 |
|
KULA, HI 96790 |
702-818-9011 |
|
808-344-2164 |
|
|
|
Licensor |
|
|
SUNSET ANGEL PRODUCTIONS, LLC: |
|
|
|
|
|
/s/ William Ciancio |
|
|
|
|
|
WILLIAM CIANCIO |
|
|
Printed Name |
|
|
PRESIDENT AND CEO |
|
|
277 Wiliko Place, Ste. 240 |
|
|
LAHAINA, HI 96761 |
|
|
808-345-5411 |
|
|
SCHEDULE 2.1
Licensed Assets
1) | | XPSS software which is a method for securely sending and receiving a file to and from
a contact. |
2) | | All Documentation necessary to use the XPSS software solution. |
3) | | Version 1.0 Computer Source Code for the XPSS software solution. |
4) | | A list of all tools used in or necessary to make the XPSS software solution function
as designed. Licensee will have to acquire & purchase their own licenses of all necessary tools. Licensor will only provide
XPSS Source code, no other software or tools will be provided. |
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