Item 5. Other Information
ITEM
5. OTHER INFORMATION
The
following information was required to be disclosed in a Current Report on Form 8-K during the period after this Form 10-Q, but was inadvertently
not timely reported by the Company. Instead of filing such information on a separate Current Report on Form 8-K, we have elected to make
the following disclosures in this Quarterly Report on Form 10-Q under Item 5.02 :
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 8, 2021, the Board of Directors approved paying the accrued fees. During that same meeting, the Directors approved one-time performance
bonuses totaling $275,000 for the Chairman, Chief Executive Officer, Chief Technology Officer, and Chief Financial Officer. The executive
performance bonuses and the accrued director fees were paid the following week.
27
Table of Contents
ITEM
6. EXHIBITS
Incorporated by Reference
Exhibit
No.
Description
Form
File
No.
Exhibit
Filing
Date
Filed/Furnished
Herewith
3.1
Articles
of Incorporation of Cipherloc Corporation, as amended
S-1
333-255629
3.1
4/30/2021
3.2
Certificate
of Correction filed with the Secretary of State of Nevada on February 8, 2021, correcting the Articles of Amendment filed by the
Company with the Secretary of State of Texas on March 27, 1995
8-K
000-28745
3.1
3/5/2021
3.3
Certificate
of Correction filed with the Secretary of State of Nevada on February 8, 2021, correcting the Articles of Correction filed by the
Company with the Secretary of State on September 9, 1996
8-K
000-28745
3.2
3/5/2021
3.4
Certificate
of Correction filed with the Secretary of State of Nevada on February 8, 2021, correcting the Articles of Amendment filed by the
Company with the Secretary of State on February 28, 2001
8-K
000-28745
3.3
3/5/2021
3.5
Certificate
of Correction filed with the Secretary of State of Nevada on February 8, 2021, correcting the Articles of Amendment filed by the
Company with the Secretary of State on May 26, 2005
8-K
000-28745
3.4
3/5/2021
3.6
Certificate
of Correction filed with the Secretary of State of Nevada on February 8, 2021, correcting the Certificate of Amendment filed by the
Company with the Secretary of State on June 9, 2011
8-K
000-28745
3.5
3/5/2021
3.7
Certificate
of Correction filed with the Secretary of State of Nevada on February 8, 2021, correcting the Certificate of Amendment filed by the
Company with the Secretary of State on June 13, 2013
8-K
000-28745
3.6
3/5/2021
3.8
Certificate
of Correction filed with the Secretary of State of Nevada on February 8, 2021, correcting the Certificate of Amendment filed by the
Company with the Secretary of State on August 27, 2014
8-K
000-28745
3.7
3/5/2021
3.9
Certificate
of Correction filed with the Secretary of State of Nevada on February 8, 2021, correcting the Certificate of Amendment filed by the
Company with the Secretary of State on March 26, 2018
8-K
000-28745
3.8
3/5/2021
3.10
Amended
and Restated Bylaws of Cipherloc Corporation
8-K
000-28745
10.5
8/30/2019
4.1
Form
of Common Stock Purchase Warrant of Cipherloc Corporation, issued in March 2021 Private Offering
8-K
000-28745
4.1
4/8/2021
4.2
Form
of Purchase Warrant Issued to Placement Agent and its Assigns dated April 16, 2021
8-K
000-28745
4.2
4/21/2021
28
Table of Contents
10.1
Settlement
Agreement, effective January 15, 2021, between CipherLoc Corporation, the Carmel Trust, the Carmel Trust II, James LaGanke, individually
and as Trustee of both the Trust and Trust II
8-K
000-28745
10.1
1/20/2021
10.2
Form
of Securities Purchase Agreement dated March 31, 2021, by and between Cipherloc Corporation, and each of the purchasers party thereto
8-K
000-28745
10.1
4/8/2021
10.3
Form
of Registration Rights Agreement dated March 31, 2021, by and between Cipherloc Corporation, and each of the purchasers party thereto
8-K
000-28745
10.2
4/8/2021
10.4**
Form
of Lock-Up Agreement (March 2021 Offering)
8-K
000-28745
10.3
4/8/2021
10.5
Placement
Agent Agreement dated January 11, 2021, by and between Cipherloc Corporation and Paulson Investment Company, LLC
8-K
000-28745
10.4
4/8/2021
10.6
Indemnification
Agreement dated February 22, 2021, by and between Cipherloc Corporation and Paulson Investment Company, LLC
8-K
000-28745
10.5
4/8/2021
10.7£
March
6, 2020, Technology Partnership and Authorized Reseller Licensing Agreement between Cipherloc Corporation and ECS Federal, LLC
S-1
333-255629
10.20
4/30/2021
10.8£
August
13, 2020, Authorized Reseller / Developer Agreement between Cipherloc Corporation and Arnouse Digital Devices
S-1
333-255629
10.21
4/30/2021
31.1*
Certification of Principal Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2*
Certification of Principal Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1**
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2**
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS
XBRL
Instance Document
X
101.SCH
XBRL
Taxonomy Extension Schema Document
X
101.CAL
XBRL
Taxonomy Extension Calculation Linkbase Document
X
101.DEF
XBRL
Taxonomy Extension Definition Linkbase Document
X
101.LAB
XBRL
Taxonomy Extension Label Linkbase Document
X
101.LAB
XBRL
Taxonomy Extension Presentation Linkbase Document
X
*
Filed
herewith.
**
Furnished
herewith.
***
Indicates
management contract or compensatory plan or arrangement.
£
Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“ [****] ”)
because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
29
Table of Contents
SIGNATURES
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 thereunto duly authorized. .
Cipherloc
Corporation
Date:
May 17, 2021
By:
/s/
David Chasteen
David
Chasteen
Chief
Executive Officer
(Principal
Executive Officer)
Cipherloc
Corporation
Date:
May 17, 2021
By:
/s/
Ryan Polk
Ryan
Polk
Chief
Financial Officer
(Principal
Accounting/Financial Officer)
30
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.