Current Report Filing (8-k)
21 December 2019 - 9:05AM
Edgar (US Regulatory)
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): December 17, 2019
CipherLoc
Corporation
(Exact
name of registrant as specified in its charter)
Texas
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000-28745
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86-0837077
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(State or other jurisdiction
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(Commission
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IRS Employer
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of incorporation
or organization)
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File Number)
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Identification No.)
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825
Main St, Suite 100
Buda,
TX 78610
(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)
[ ]
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company 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 5.02
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Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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On
December 17, 2019, Albert Carlson, Ph.D., resigned from his position as Chief Scientific Officer and as a member of the board
of directors (the “Board”) of CipherLoc Corporation (the “Company”), effective
immediately. At the time of his resignation, Dr. Carlson did not serve on any committees of the Board. A copy of the resignation
letter is filed herewith as Exhibit 17.1 (the “Resignation Letter”), and the description of the Resignation Letter
contained herein is qualified in its entirety by reference to the full text of the Resignation Letter.
At
the time of his resignation, Dr. Carlson was no longer involved in the day to day operations of the Company, and instead engaged
in primarily what the Company characterized as academic research. The Company intends to focus on advancing only commercially
viable technologies through product engineering efforts, which have been and will continue to be led by Chief Operating Officer
Dr. Milton Mattox. All intellectual property and patents assigned to the Company remain as such. The Company is not seeking a
replacement for Dr. Carlson’s role as Chief Scientific Officer. As disclosed in the
Resignation Letter, Dr. Carlson states that he believes the Board has not been acting in the best interest of all stockholders.
The
Board strongly rejects the assertions made by Dr. Carlson in the Resignation Letter and the characterization by Dr. Carlson
of the Board’s actions. Contrary to Dr. Carlson’s claims, the Company believes that it has taken actions, including
with respect to its engagement with existing stockholders, that are in the best interest of all of its stockholders, with a particular
focus on enhancing stockholder value.
Item 9.01.
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Financial Statements
and Exhibits.
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(d)
Exhibits.
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:
December 20, 2019
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CIPHERLOC CORPORATION
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By:
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/s/
Andrew Borene
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Andrew Borene
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Chief Executive Officer
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