What changed in this filing

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Item 9A. Controls and Procedures

2021-12-21 compared with 2020-12-29 · 439 added, 559 removed, 161 unchanged (86% of the section changed)

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of Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports

we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated

and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions

regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that

any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the

desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

Our disclosure controls and procedures have not been formally designed and evaluated to provide reasonable

assurance that the controls and procedures would meet their objectives.

required by SEC Rule 13a-15(b), our Chief Executive Officer and Principal Financial Officer need to carry out an evaluation of

the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by

Based on the foregoing, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure

controls and procedures were not effective as of September 30, 2020, due to 1) no formal evaluation has been performed by us and

2) the existence of the material weaknesses in internal control over financial reporting described below (which we view as an

integral part of our disclosure controls and procedures).

Based on the performance of additional procedures designed to ensure

the reliability of our financial reporting, we believe that the financial statements included in this Annual Report fairly present,

in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods, presented,

in conformity with U.S.

Management’s

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file

or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities

and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to

our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is

required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our disclosure controls

and procedures have not been formally designed and evaluated to provide reasonable assurance that the controls and procedures would meet

their objectives.

required by SEC Rule 13a-15(b), our Chief Executive Officer and Principal Financial Officer need to carry out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

foregoing, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not

effective as of September 30, 2020, due to 1) no formal evaluation has been performed by us and 2) the existence of the material weaknesses

in internal control over financial reporting described below (which we view as an integral part of our disclosure controls and procedures).

Based on the performance of additional procedures designed to ensure the reliability of our financial reporting, we believe that the

financial statements included in this Annual Report fairly present, in all material respects, our financial position, results of operations

and cash flows as of the dates, and for the periods, presented, in conformity with U.S.

Report on Internal Control over Financial Reporting

Chief Executive Officer and the Principal Financial Officer are responsible for establishing and maintaining adequate internal

control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting.

Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

external reporting purposes in accordance with U.S.

Internal control over financial reporting includes those policies and

procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made

only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material

effect on the financial statements.

Chief Executive Officer and the Principal Financial Officer are responsible for establishing and maintaining adequate internal control

over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting.

Internal control

over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes

in accordance with U.S.

Internal control over financial reporting includes those policies and procedures that (a) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

(c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management

and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of assets that could have a material effect on the financial statements.

connection with the preparation of the Annual Report on Form 10-K for the year ended September 30, 2021, our Chief Executive Officer

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and maintaining written policies and procedures for accounting and financial reporting.

to September 30, 2019, management designed and implemented review and approval controls around transaction processing, including

written policies and procedures.

In addition, management has continued to train key accounting staff to improve controls that

will eliminate the material weaknesses discussed above, as well as improve the accounting and financial reporting process.

to September 30, 2019, management designed and implemented review and approval controls around transaction processing, including written

policies and procedures.

In addition, management has continued to train key accounting staff to improve controls that will eliminate

the material weaknesses discussed above, as well as improve the accounting and financial reporting process.

has also evaluated the effectiveness of its internal control over financial reporting in accordance with generally accepted accounting

principles within the guidelines of the Committee of Sponsoring Organizations of the Treadway Commission framework (2013).

on the results of this evaluation, management has determined that the Company’s internal control over financial reporting

was effective as of September 30, 2020.

results of this evaluation, management has determined that the Company’s internal control over financial reporting was effective

as of September 30, 2021.

in Internal Control over Financial Reporting

the year ended September 30, 2020, there were no changes in our internal control over financial reporting that have materially

affected or are reasonably likely to materially affect our internal control over financial reporting, other than the remediation

actions discussed above.

the year ended September 30, 2021, there were no changes in our internal control over financial reporting that have materially affected

or are reasonably likely to materially affect our internal control over financial reporting, other than the remediation actions discussed

Limitations on Internal Controls

should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute

assurance that the objectives of the control system are met.

In addition, the design of any control system is based in part upon

certain assumptions about the likelihood of certain events.

should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance

that the objectives of the control system are met.

In addition, the design of any control system is based in part upon certain assumptions

about the likelihood of certain events.

Limitations inherent in any control system include the following:

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can be circumvented by individuals, acting alone or in collusion with others, or by management override;

design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there

can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be

no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated

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relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, have been detected.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, have been detected.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE [incorporate by reference to July 2021 proxy statement?]

and Executive Officers

forth below is information regarding the Company’s current directors and executive officers.

There are no family relationships

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The directors are elected annually by our stockholders.

The executive officers

serve at the pleasure of the Board of Directors.

The executive officers serve

at the pleasure of the Board of Directors.

of the Board of Directors

Independent Director

Executive Officer and Director

Financial Officer

Operating Officer

Chief Technology Officer

Technology Officer

background and principal occupations of the directors and executive officers of the Company are as follows:

Wilkinson –

Chairman of the Board of Directors

Wilkinson serves as the Company’s Chairman of the Board of Directors.

Wilkinson – Chairman of the Board of Directors

Wilkinson serves as the Company’s Chairman of the Board of Directors.

He is a licensed CPA in Texas and Colorado.

to October, 2015 he was the Chief Financial Officer of Amherst Holdings, LLC.

Wilkinson joined Xplore Technologies Corp.,

a NASDAQ traded company, in 2015 where he served as the Chief Financial Officer until 2017 when he took on the position of Chief

Executive Officer until the sale of the company to Zebra Technologies in August 2018.

He presently owns and operates Wilkinson

& Company, a financial and business consulting firm focused on emerging growth pre-IPO and public companies.

has also been a member of the board of directors of Astrotech Corporation (NASDAQ:

October 2015 he was the Chief Financial Officer of Amherst Holdings, LLC.

Wilkinson joined Xplore Technologies Corp., a NASDAQ traded

company, in 2015 where he served as the Chief Financial Officer until 2017 when he took on the position of Chief Executive Officer until

the sale of the company to Zebra Technologies in August 2018.

He presently owns and operates Wilkinson & Company, a financial and

business consulting firm focused on emerging growth pre-IPO and public companies.

Wilkinson has also been a member of the board of

directors of Astrotech Corporation (NASDAQ:

ASTC) since October 2018.

He received his Bachelor

of Business Administration and Master of Professional Accounting from the University of Texas in 1992.

He received his Bachelor of Business Administration and Master

of Professional Accounting from the University of Texas in 1992.

We believe Mr.

is qualified to serve on our board of directors based on his financial experience.

Ambrose –

Wilkinson is qualified to serve on our board of directors

based on his financial experience.

Ambrose – Lead Independent Director

Ambrose serves a director of the Company.

Ambrose has served as a director, President and Chief Executive Officer of Data

I/O, the leading global provider of advanced data and security programming solutions, and a NASDAQ listed company (NASDAQ:

Prior to Data I/O, Mr.

Ambrose has served as a director, President and Chief Executive Officer of Data I/O, the

leading global provider of advanced data and security programming solutions, and a NASDAQ listed company (NASDAQ:

Prior to Data

Ambrose was Owner and Principal of Cedar Mill Partners, LLC, a strategy consulting firm since 2011.

2007 to 2011, he was Vice President and General Manager at RadiSys Corporation, a leading provider of embedded wireless infrastructure

solutions, where he established the telecom platform business and grew it to over $125M in annual revenues.

He was previously

general manager and held several other progressively responsible positions at Intel Corporation, where he led development and

marketing of standards-based communications platforms and grew the industry standard server business to over $1B in revenues.

Ambrose has a Bachelor of Science degree in Engineering from Princeton University, and has completed the Stanford University

Director Symposium.

We believe Mr.

qualified to serve on our board of directors based on his data security and industry experience.

Chasteen –

Chief Executive Officer and Director

From 2007 to 2011, he was

Vice President and General Manager at RadiSys Corporation, a leading provider of embedded wireless infrastructure solutions, where he

established the telecom platform business and grew it to over $125M in annual revenues.

He was previously general manager and held several

other progressively responsible positions at Intel Corporation, where he led development and marketing of standards-based communications

platforms and grew the industry standard server business to over $1B in revenues.

Ambrose has a Bachelor of Science degree in Engineering

from Princeton University and has completed the Stanford University Director Symposium.

Ambrose is qualified to serve on our board of directors based on his data security and industry experience.

Chasteen – Chief Executive Officer and Director

Chasteen serves as a director of the Company.

Since 2018, Mr.

Chasteen has been the Chief Information Security Officer for the

City and County of San Francisco Police Department.

Chasteen has been the Chief Information Security Officer for the City and

County of San Francisco Police Department.

From 2015 to 2018, Mr.

Chasteen was a Threat Intelligence Strategist for the

City and County of San Francisco where he was responsible for managing city, state and federal intelligence relationships and

managing cybersecurity operations for the City and County of San Francisco.

Chasteen was a Threat Intelligence Strategist for the City and County

of San Francisco where he was responsible for managing city, state and federal intelligence relationships and managing cybersecurity

operations for the City and County of San Francisco.

From 2015 to 2016 Mr.

Chasteen was the Western Regional

Director for Iraq and Afghanistan Veterans of America.

Chasteen was the Western Regional Director for Iraq and Afghanistan

Veterans of America.

From 2006 to 2014 Mr.

Chasteen worked for the Central Intelligence Agency

as a Collection Management Officer, Specialized Skills Officer, and finally an Executive Officer, Covert Action Staff.

received a B.S.

in Political Science from Ball State University in 2000.

Chasteen worked for the Central Intelligence Agency as a Collection Management Officer, Specialized

Skills Officer, and finally an Executive Officer, Covert Action Staff.

Chasteen received a B.S.

in Political Science from Ball State

University in 2000.

We believe Mr.

Chasteen is qualified to serve on our

board of directors based on his cybersecurity and industry experience.

Davis DrPH –

Chasteen is qualified to serve on our board of directors based on his cybersecurity and industry experience.

Davis DrPH – Director

Davis serves as a director of the Company.

Davis has over 20 years’

experience in operations, finance, budgeting, financial

reporting, revenue cycle management, inventory, payroll, accounts receivable and payable, and information systems in the healthcare

Davis has over 20 years’ experience in operations, finance, budgeting, financial

reporting, revenue cycle management, inventory, payroll, accounts receivable and payable, and information systems in the healthcare industry.

Since 2009 Dr.

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From 2005 to 2009, Dr.

Davis was the Chief Executive officer of Renaissance Hospital in the Dallas/Fort Worth Area.

Davis was the Chief

Executive officer of Renaissance Hospital in the Dallas/Fort Worth Area.

From 2004 to 2005, Dr.

the interim Chief Executive Officer of Transition Health Care LTAC in Corpus Christi, TX.

Davis holds a Doctor of Public Health

degree from the University of Texas.

Davis was the interim Chief Executive

Officer of Transition Health Care LTAC in Corpus Christi, TX.

Davis holds a Doctor of Public Health degree from the University of

We believe Dr.

Davis is qualified to serve on our board of directors based on his leadership

Young –

Young serves as a director of the Company.

Since 2017, Ms.

Young has been a Venture Partner with Next Coast Ventures, a venture

capital firm focused on providing early-stage capital to high-growth startups.

Young served as interim chief executive

officer of Milk & Honey, a wellness and beauty company with a portfolio of day spas, salons and products in the organic, luxury

From 2009 to 2016, Ms.

Young was the Founder and Chief Executive Officer of Double Line, Inc., a management consulting

Young received a B.A.

in Economics and Sociology from Rice University in 1992 and an M.B.A.

from Northwestern University

Kellogg School of Management in 1997.

We believe Ms.

Young is qualified to serve on our board of directors based on her

business and leadership experience.

Chief Financial Officer

Polk serves as the Company’s Chief Financial Officer.

Polk has served in leadership roles in both public and private

companies after a brief time at accounting firm Ernst & Young.

He is a part-time employee of Cipherloc and is engaged in providing

CEO and CFO related services to other companies as an independent contractor.

He is a graduate of Purdue University with two Bachelor

of Science degrees from the Krannert School of Management.

His career has focused on both the consumer products and technology

Mattox –

Chief Operating Officer

Mattox serves as the Company’s Chief Operating Officer.

Mattox is an experienced, senior technology executive with an

extensive background in software engineering, application development, IT infrastructure, and offshore research and development

team management.

His accomplishments include transforming and accelerating technology development and delivery in alignment with

worldwide business goals.

His professional experience includes an executive vice president position at Lucent Technologies with

executive-level experience at Intuit, Mitel, SHPS, Narus India, Signa, and CGI.

Mattox holds a Doctorate in Organization and

Leadership from the University of San Francisco, an MBA from City University of Seattle, and a Bachelor of Science in Electronic

Engineering Technology from DeVry University.

Hnatiw –

Interim Chief Technology Officer

Hnatiw serves as the Company’s Chief Technology Officer.

Hnatiw has more than 15 years of experience creating software

technologies from network security to artificial intelligence.

Hnatiw has led the design and development of a security risk

assessment SaaS platform, run a security monitoring service with a custom-built next generation automation and SIEM system.

to the Company, Mr.

Hnatiw served as the technical director for network operations supporting U.S.

Davis is qualified to serve on our board of directors based on his leadership experience.

Polk – Chief Financial Officer

Polk serves as the Company’s Chief Financial Officer.

Polk has served in leadership roles in both public and private companies

after a brief time at accounting firm Ernst & Young.

He is a part-time employee of Cipherloc and is engaged in providing CEO and

CFO related services to other companies as an independent contractor.

He is a graduate of Purdue University with two Bachelor of Science

degrees from the Krannert School of Management.

His career has focused on both the consumer products and technology industries.

Hnatiw – Chief Technology Officer

Hnatiw serves as the Company’s Chief Technology Officer.

Hnatiw has more than 15 years of experience creating software technologies

from network security to artificial intelligence.

Hnatiw has led the design and development of a security risk assessment SaaS platform,

run a security monitoring service with a custom-built next generation automation and SIEM system.

Prior to the Company, Mr.

Hnatiw served

as the technical director for network operations supporting U.S.

Cyber Command, U.S.

Agencies, and other Department of Defense research organizations from October 2010 to October 2014.

From June 2015 to September

Hnatiw was the Chief Executive Officer of Loki Labs, a cyber security firm.

Hnatiw is also currently a consultant

with Cuesta Partners (since January 2020);

a partner and Chief Technology Officer of Sidechannel Security (since February 2020),

and the Chief Technology Officer of RealCISO.io (since October 2020).

Hnatiw earned a bachelor of science degree in computer

engineering and computer science at the University of Massachusetts, Amherst.

Intelligence Agencies, and other Department of Defense

research organizations from October 2010 to October 2014.

From June 2015 to September 2019, Mr.

Hnatiw was the Chief Executive Officer

of Loki Labs, a cyber security firm.

Hnatiw is also currently a consultant with Cuesta Partners (since January 2020);

a partner and

Chief Technology Officer of Sidechannel Security (since February 2020), and the Chief Technology Officer of RealCISO.io (since October

Hnatiw earned a Bachelor of Science degree in computer engineering and computer science at the University of Massachusetts,

Relationships and Other Arrangements

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Other than Mr.

Chasteen’s appointment as a chief

executive officer in connection with his employment agreement, there are no arrangements or understandings between or among our

executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or

executive officer.

Chasteen’s appointment as a chief executive

officer in connection with his employment agreement, there are no arrangements or understandings between or among our executive officers

and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer.

Leadership Structure and Role in Risk Oversight

Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee, each

of which operate pursuant to a charter adopted by our Board.

Each committee has the composition and responsibilities described

Our Board may establish other committees from time to time.

Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which

operate pursuant to a charter adopted by our Board.

Each committee has the composition and responsibilities described below.

may establish other committees from time to time.

following table identifies the current members of each of our committees:

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Chairman of the committee

Board has determined that a majority of the Board consists of members who are currently “independent”

is defined under the rules of the Nasdaq Stock Market LLC.

As our common stock is traded over the counter on the OTCQB, we are

not required to comply with such requirements.

Board has determined that a majority of the Board consists of members who are currently “independent” as that term is defined

under the rules of the Nasdaq Stock Market LLC.

As our common stock is traded over the counter on the OTCQB, we are not required to comply

with such requirements.

Nevertheless, the Board considers Ms.

Davis, and Mr.

Ambrose to be “independent”

under such rules.

Ambrose, Wilkinson, Davis and Ms.

Young serve on the Audit Committee, which is chaired by Mr.

audit committee’s responsibilities include:

Ambrose to be “independent” under

Ambrose, Wilkinson, and Davis serve on the Audit Committee, which is chaired by Mr.

audit committee’s responsibilities include:

approving the compensation of, and assessing the independence of our independent registered public accounting firm;

pre-approving

auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered

public accounting firm;

auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public

accounting firm;

the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing

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policies and procedures for the receipt and retention of accounting-related complaints and concerns;

based upon the audit committee’s review and discussions with management and our independent registered public accounting

firm whether our audited financial statements will be included in our Annual Reports on Form 10-K;

the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our

financial statements and accounting matters;

based upon the audit committee’s review and discussions with management and our independent registered public accounting firm

whether our audited financial statements will be included in our Annual Reports on Form 10-K;

the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial

statements and accounting matters;

the audit committee report required by SEC rules to be included in our annual proxy statement;

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quarterly earnings releases.

Ambrose, Wilkinson, Davis and Ms.

Young serve on the Compensation Committee, which is chaired by Ms.

compensation committee’s responsibilities include:

Ambrose, Wilkinson, and Davis and serve on the Compensation Committee which is chaired by Mr.

compensation committee’s responsibilities include:

reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

the performance of our chief executive officer considering such corporate goals and objectives and determining the compensation

of our chief executive officer;

the performance of our chief executive officer considering such corporate goals and objectives and determining the compensation of

our chief executive officer;

and approving the compensation of our other executive officers;

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and administering our compensation and similar plans;

and assessing potential and current compensation advisors in accordance with the independence standards identified in the

applicable Nasdaq rules;

and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable

Nasdaq rules;

and approving the compensation of any compensation advisors;

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Governance/Nominating Committee

Ambrose, Wilkinson, Davis and Ms.

Young serve on the Corporate Governance/Nominating Committee, which is chaired by Mr.

nominating and corporate governance committee’s responsibilities include:

Ambrose, Wilkinson, and Davis serve on the Corporate Governance/Nominating Committee, which is chaired by Mr.

nominating and corporate governance committee’s responsibilities include:

and recommending to the Board criteria for board and committee membership;

procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

the size and composition of the Board to ensure that it is composed of members containing the appropriate skills and expertise

to advise us;

the size and composition of the Board to ensure that it is composed of members containing the appropriate skills and expertise to

individuals qualified to become members of the Board;

to the Board the persons to be nominated for election as directors and to each of the board’s committees;

and recommending to the Board a code of business conduct and ethics and a set of corporate governance guidelines;

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of our management are associated with other firms involved in a range of business activities.

Consequently, there are potential

inherent conflicts of interest in their acting as officers and directors of our company.

Although the directors are engaged in

other business activities, we anticipate they will devote an important amount of time to our affairs.

officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may

be formed for the purpose of engaging in business activities similar to ours.

Accordingly, additional direct conflicts of interest

may arise in the future with respect to such individuals acting on behalf of us or other entities.

Moreover, additional conflicts

of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their

duties or otherwise.

Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention

and may relate to our business operations.

Consequently, there are potential inherent

conflicts of interest in their acting as officers and directors of our company.

Although the directors are engaged in other business

activities, we anticipate they will devote an important amount of time to our affairs.

officers and directors are now and may in the future become stockholders, officers or directors of other companies, which may be formed

for the purpose of engaging in business activities similar to ours.

Accordingly, additional direct conflicts of interest may arise in

the future with respect to such individuals acting on behalf of us or other entities.

Moreover, additional conflicts of interest may

arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise.

Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business

officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated

by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will

be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis.

A breach of this requirement will be a breach of the fiduciary duties of the officer or director.

If we or the companies with

which the officers and directors are affiliated both desires to take advantage of an opportunity, then said officers and directors

would abstain from negotiating and voting upon the opportunity.

However, all directors may still individually take advantage of

opportunities if we should decline to do so.

Except as set forth above, we have not adopted any other conflict of interest policy

with respect to such transactions.

by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered

opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis.

A breach of this requirement

will be a breach of the fiduciary duties of the officer or director.

If we or the companies with which the officers and directors are

affiliated both desires to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting

upon the opportunity.

However, all directors may still individually take advantage of opportunities if we should decline to do so.

as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.

have adopted a formal Code of Ethics applicable to all Board members, officers and employees.

A copy of our Code of Ethics may

be obtained without charge upon written request to Secretary, Cipherloc Corporation, 6836 Bee Cave Road, Bldg.

1, S#279, Austin,

A copy of our Code of Ethics may be obtained

without charge upon written request to Secretary, Cipherloc Corporation, 6836 Bee Cave Road, Bldg.

1, Suite 279, Austin, TX 78746.

EXECUTIVE COMPENSATION

Compensation Table

following tables set forth certain information concerning all compensation paid, earned or accrued for service by (i) our Principal

Executive Officer and Principal Financial Officer and (ii) all other executive officers who earned in excess of $100,000 in the

fiscal years ended September 30, 2020 and 2019, and each of the other two most highly compensated executive officers of the Company

who served in such capacity at the end of the fiscal year whose total salary and bonus exceeded $100,000 (collectively, the “Named

Executive Officers”):

following tables set forth certain information concerning all compensation paid, earned or accrued for service by (i) our Principal Executive

Officer and Principal Financial Officer and (ii) all other executive officers who earned in excess of $100,000 in the fiscal years ended

September 30, 2021 and 2020, and each of the other two most highly compensated executive officers of the Company who served in such capacity

at the end of the fiscal year whose total salary and bonus exceeded $100,000 (collectively, the “Named Executive Officers”):

COMPENSATION TABLE

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in Pension Value and Nonqualified Deferred Compensation Earnings ($)

Tom Wilkinson

Chairman of the Board & Principal

Financial Officer

David Chasteen(7)

Executive Officer & Director

Executive Officer (2)

Andrew Borene

Chief Executive Officer (2)

Chief Financial Officer (3)

Gino Mauriello

Chief Financial

Albert Carlson, PhD

Chief Scientific

Milton Mattox

Chief Operating

Technology Officer (8)

Financial Officer (4)

Scientific Officer (6)

Operating Officer (5)

All other compensation consists primarily of remunerations for legal settlements, severance, auto and health insurance costs.

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Carlson resigned from the Company on December 17, 2019

changed our compensation policy for directors include quarterly fees as well as stock options.

Annual director compensation

will be $60,000 for the Chairman of the Board and Lead Independent Director, $40,000 for directors with an additional $4,000 for

additional committees.

During the years ended September 30, 2020 and 2019, the company paid $170,000 and $40,000 in board fees,

respectively.

During July 2020, the board of directors temporarily deferred cash director payments.

Chasteen was appointed as Chief Executive Officer on November 1, 2020

Hnatiw was appointed as Chief Technology Officer on June 1, 2021

Company’s compensation policy for directors includes quarterly

fees as well as stock options.

Annual director compensation will be $60,000 for the Chairman of the Board and Lead Independent Director,

$40,000 for directors with an additional $4,000 for additional committees.

In July 2020, the board of directors temporarily deferred

cash payments to its members.

We restored cash payments to directors in April 2021.

with the quarter ended September 30, 2021, the Company’s directors received one-half of their compensation in cash and the

remaining half in common stock.

During the years ended September 30, 2021, and 2020, the Company paid $220,000 and $170,000 in

board fees, respectively.

Employment Agreement

entered into an Employment Agreement with Andrew Borene (the “Borene Employment Agreement”), our Chief Executive Officer,

on November 25, 2019, pursuant to which he received a base annual salary of $350,000, payable in accordance with the Company’s

standard payroll schedule, and other customary benefits.

Borene also received options to purchase up to 500,000 shares of

the Company’s common stock (the “Borene Options”).

The Borene Options had an exercise price of $0.75 per share

and were to vest as follows:

166,666 shares vest on November 26, 2020, 166,667 shares vest on November 26, 2021, and 166,667 shares

vest on November 26, 2022.

Company entered into an Employment Agreement with Andrew Borene (the

“Borene Employment Agreement”), our Chief Executive Officer, on November 25, 2019, pursuant to which he received a base annual

salary of $350,000, payable in accordance with the Company’s standard payroll schedule, and other customary benefits.

also received options to purchase up to 500,000 shares of the Company’s common stock (the “Borene Options”).

Options had an exercise price of $0.75 per share and were to vest as follows:

166,666 shares vest on November 26, 2020, 166,667 shares

vest on November 26, 2021, and 166,667 shares vest on November 26, 2022.

Additionally.

Borene received a signing bonus in the amount of $150,000 which is payable in equal

installments at the end of each of the first three months of his employment.

Andrew Borene was terminated on April 3, 2020.

No future payments are expected under his former employment contract.

Borene received a signing bonus in the amount

of $150,000 which is payable in equal installments at the end of each of the first three months of his employment.

Andrew Borene’s employment with the Company was terminated on April 3, 2020.

The Company expects no future payments

Boren’s employment contract.

Employment Agreement

previously entered into an employment agreement with Albert Carlson as our Chief Scientific Officer.

Carlson resigned from

his positions as Chief Scientific Officer and director on December 17, 2019.

The agreement was for a term of one year, commencing

on September 1, 2015 and initially expired on August 31, 2016 with three one-year extensions.

The Agreement provided that, in

addition to receiving paid vacation in accordance with the Company’s policies as well as other customary benefits and provisions,

Company previously entered into an employment agreement with Albert

Carlson as its Chief Scientific Officer.

Carlson resigned from his positions as Chief Scientific Officer and director on December

The employment agreement was for a term of one year, commencing on September 1, 2015, and initially expired on August

31, 2016, with three one-year extensions.

The agreement provided that, in addition to receiving paid vacation in accordance with

the Company’s policies as well as other customary benefits and provisions, Dr.

Carlson received an annual base salary of $150,000.

If, at any time during the term of the agreement, Dr.

Carlson was terminated

“without cause,”

he was entitled to receive a cash payment equal to the aggregate compensation payable to him during

the remaining term of the Agreement.

During the year ended September 30, 2019, prior to his resignation, Dr.

Carlson’s annual

base salary was increased to $300,000.

La Garza Employment Agreement

Company entered into an employment agreement with Michael De La Garza, its former Chief Executive Officer, on January 1, 2013.

The employment agreement was initially set to expire on January 1, 2018 and automatically renews for another five years unless

De La Garza was terminated in accordance with the provisions of the employment agreement.

De La Garza was terminated on

August 11, 2019.

The employment agreement provided for:

monthly salary of $20,833 per month subject to an annual increase of 10% per year and consistent with the Company policy applicable

to other senior executives and officers and approval by the Board of Directors.

Carlson was terminated “without cause,” he was entitled to receive

a cash payment equal to the aggregate compensation payable to him during the remaining term of the Agreement.

During the year ended September

the base salary was $360,000.

cash bonus of 25% of his annual base salary each year if the Company reaches the following milestones:

Company posts annual gross revenues on a consolidated basis of at least $5,000,000;

Company’s earnings before the deduction of income taxes and amortization expenses (“EBITA”), including cash

extraordinary items but before officer’s bonuses, on a consolidated basis for any year is at least $1,000,000;

automobile allowance of $1,500 per month.

medical insurance allowance of $1,500 per month.

the event the executive’s employment is terminated without cause, he will receive the entire contract remaining on the

De La Garza was terminated on August 11, 2019 for cause.

No future payments are expected under his former employment contract.

Claims with MDLG were settled.

Please refer to Note 8 to our audited financial statements included in this Annual Report on Form

Stock Incentive Plan

Board adopted our 2019 Stock Incentive Plan on August 8, 2019.

Our stockholders have not yet approved the adoption of the 2019

Stock Incentive Plan.

Our 2019 Stock Incentive Plan is intended to align the interests of our stockholders and the recipients

of awards under the 2019 Stock Incentive Plan, and to advance our interests by attracting and retaining directors, officers, employees

and other service providers and motivating them to act in our long-term best interests.

The material terms of the 2019 Stock Incentive

30, 2019, prior to his resignation, Dr.

Carlson’s annual base salary was increased to $300,000.

Omnibus Equity Incentive Plan

Company’s Board of Directors approved the 2021 Omnibus Equity

Incentive Plan (“2021 Plan”) on May 12, 2021, and it became effective upon approval by the Company’s

shareholders at the annual meeting on September 13, 2021.

The 2021 Plan is intended to align the interests of our stockholders

and the recipients of awards under the 2021 Plan, and to advance the Company’s interests by attracting and retaining directors,

officers, employees and other service providers and motivating them to act in our long-term best interests.

The material terms of the

2021 Plan are as follows:

The 2019 Stock Incentive Plan terminates on August 7, 2029 (the day before the tenth anniversary of the adoption of

the plan), unless terminated earlier by our Board.

The 2021 Plan terminates on September 12, 2031 (the day before the tenth anniversary of the adoption of the plan), unless terminated

earlier by our Board.

participants .

All officers, directors, employees, consultants, agents and independent contractors, and persons expected to

become officers, directors, employees, consultants, agents and independent contractors of our Company or any of our subsidiaries

are eligible to receive awards under the 2019 Stock Incentive Plan.

The compensation committee of our Board will determine the

participants under the 2019 Stock Incentive Plan.

3,000,000 shares of common stock are available for awards granted under the 2019 Stock Incentive Plan, subject

to adjustment for stock splits and other similar changes in capitalization.

The number of available shares will be reduced by

the aggregate number of shares that become subject to outstanding awards granted under the 2019 Stock Incentive Plan.

To the extent

that shares subject to an outstanding award granted under the 2019 Stock Incentive Plan are not issued or delivered by reason

of the expiration, termination, cancellation or forfeiture of such award or by reason of the settlement of an award in cash, then

those shares will again be available under the 2019 Stock Incentive Plan.

In addition, any shares covered by an award that have

been surrendered in connection with the payment of the award exercise or purchase price or in satisfaction of tax withholding

obligations incident to the grant, exercise, vesting or settlement of an award will be deemed not to have been issued for purposes

of determining the maximum number of shares which may be issued pursuant to all awards under the 2019 Stock Incentive Plan.

All officers, directors, employees, consultants, agents and independent contractors, and persons expected to become

officers, directors, employees, consultants, agents and independent contractors of our Company or any of our subsidiaries are eligible

to receive awards under the 2021 Plan.

The compensation committee of our Board will determine the participants under the 2021 Plan.

8,000,000 shares of common stock are available for awards granted under the 2021 Plan, subject to adjustment for stock

splits and other similar changes in capitalization.

The number of available shares will be reduced by the aggregate number of shares

that become subject to outstanding awards granted under the 2021 Plan.

To the extent that shares subject to an outstanding award granted

under the 2021 Plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or

by reason of the settlement of an award in cash, then those shares will again be available under the 2021 Plan.

In addition, any shares

covered by an award that have been surrendered in connection with the payment of the award exercise or purchase price or in satisfaction

of tax withholding obligations incident to the grant, exercise, vesting or settlement of an award will be deemed not to have been issued

for purposes of determining the maximum number of shares which may be issued pursuant to all awards under the 2021 Plan.

Awards include options (non-qualified and incentive stock options) and restricted stock.

Administration .

The compensation committee will interpret and administer the 2019 Stock Incentive Plan.

The compensation committee’s interpretation,

construction and administration of the 2019 Stock Incentive Plan and all its determinations thereunder will be conclusive and

binding on all persons.

compensation committee shall have the authority to determine the participants in the 2019 Stock Incentive Plan, the form, amount

and timing of any awards, the performance goals, if any, and all other terms and conditions pertaining to any award.

The compensation

committee may take any action such that (i) any outstanding options become exercisable in part or in full, (ii) all or any portion

of a restriction period on any restricted stock will lapse, (iii) all or a portion of any performance period applicable to any

performance-based award will lapse and (iv) any performance measures applicable to any outstanding award will be deemed satisfied

at the target level or any other level.

Subject to the terms of the 2019 Stock Incentive Plan relating to grants to our executive

officers and directors, the compensation committee may delegate some or all of its powers and authority to the Chief Executive

Officer or other executive officer as the compensation committee deems appropriate.

The 2019 Stock Incentive Plan provides for the grant of stock options.

Stock options may be either tax-qualified

incentive stock options or non-qualified stock options.

The compensation committee will determine the terms and conditions to

the exercisability of each option.

period for the exercise of a non-qualified stock option will be determined by the compensation committee provided that no option

may be exercised later than ten years after its date of grant.

The exercise price of a non-qualified stock option will not be

less than 100% of the fair market value of a share of our common stock on the date of grant.

incentive stock option will be exercisable for not more than 10 years after its date of grant, unless the optionee owns greater

than 10% of the voting power of all shares of our capital stock, or a “ten percent holder,”

in which case the option

will be exercisable for not more than five years after its date of grant.

The exercise price of an incentive stock option will

not be less than the fair market value of a share of our common stock on its date of grant, unless the optionee is a ten percent

holder, in which case the option exercise price will be the price required by the Internal Revenue Code of 1986, as amended, or

the “Code,”

currently 110% of fair market value.

exercise, the option exercise price may be paid in cash, by the delivery of previously owned shares of our common stock, share

withholding or through a cashless exercise arrangement, as permitted by the applicable award agreement.

All of the terms relating

to the exercise, cancellation or other disposition of an option upon a termination of employment, whether by reason of disability,

retirement, death or any other reason, will be determined by the compensation committee.

compensation committee, without stockholder approval, may (i) reduce the exercise price of any previously granted option, or (ii)

cancel any previously granted option at a time when its exercise price exceeds the fair market value of the underlying shares,

in exchange for another option, or other award or for cash.

The 2019 Stock Incentive Plan provides for the grant of stock awards.

The compensation committee may grant a stock

award as a restricted stock award and the compensation committee may determine that such award will be subject to the attainment

of performance measures over an established performance period.

All of the terms relating to the satisfaction of performance measures

and the termination of a restriction period, or the forfeiture and cancellation of a stock award upon a termination of employment,

whether by reason of disability, retirement, death or any other reason, will be determined by the compensation committee.

The compensation committee will interpret and administer the 2021 Plan.

The compensation committee’s interpretation, construction

and administration of the 2021 Plan and all its determinations thereunder will be conclusive and binding on all persons.

compensation committee shall have the authority to determine the participants in the 2021 Plan, the form, amount and timing of any awards,

the performance goals, if any, and all other terms and conditions pertaining to any award.

The compensation committee may take any action

such that (i) any outstanding options become exercisable in part or in full, (ii) all or any portion of a restriction period on any restricted

stock will lapse, (iii) all or a portion of any performance period applicable to any performance-based award will lapse and (iv) any

performance measures applicable to any outstanding award will be deemed satisfied at the target level or any other level.

the terms of the 2021 Plan relating to grants to our executive officers and directors, the compensation committee may delegate some or

all of its powers and authority to the Chief Executive Officer or other executive officer as the compensation committee deems appropriate.

The 2021 Plan provides for the grant of stock options.

Stock options may be either tax-qualified incentive stock options

or non-qualified stock options.

The compensation committee will determine the terms and conditions to the exercisability of each option.

period for the exercise of a non-qualified stock option will be determined by the compensation committee provided that no option may

be exercised later than ten years after its date of grant.

The exercise price of a non-qualified stock option will not be less than 100%

of the fair market value of a share of our common stock on the date of grant.

incentive stock option will be exercisable for not more than 10 years after its date of grant, unless the optionee owns greater than

10% of the voting power of all shares of our capital stock, or a “ten percent holder,” in which case the option will be exercisable

for not more than five years after its date of grant.

The exercise price of an incentive stock option will not be less than the fair

market value of a share of our common stock on its date of grant, unless the optionee is a ten percent holder, in which case the option

exercise price will be the price required by the Internal Revenue Code of 1986, as amended, or the “Code,” currently 110%

of fair market value.

exercise, the option exercise price may be paid in cash, by the delivery of previously owned shares of our common stock, share withholding

or through a cashless exercise arrangement, as permitted by the applicable award agreement.

All of the terms relating to the exercise,

cancellation or other disposition of an option upon a termination of employment, whether by reason of disability, retirement, death or

any other reason, will be determined by the compensation committee.

compensation committee, without stockholder approval, may (i) reduce the exercise price of any previously granted option, or (ii) cancel

any previously granted option at a time when its exercise price exceeds the fair market value of the underlying shares, in exchange for

another option, or other award or for cash.

The 2021 Plan provides for the grant of stock awards.

The compensation committee may grant a stock award as a restricted

stock award and the compensation committee may determine that such award will be subject to the attainment of performance measures over

an established performance period.

All of the terms relating to the satisfaction of performance measures and the termination of a restriction

period, or the forfeiture and cancellation of a stock award upon a termination of employment, whether by reason of disability, retirement,

death or any other reason, will be determined by the compensation committee.

otherwise set forth in a restricted stock award agreement, the holder of shares of restricted stock will have rights as our stockholder,

including the right to vote and receive dividends with respect to the shares of restricted stock, except that distributions other

than regular cash dividends and regular cash dividends with respect to shares of restricted stock subject to performance-based

vesting conditions will be held by us and will be subject to the same restrictions as the restricted stock.

Under the 2019 Stock Incentive Plan, the vesting or payment of performance-based awards will be subject to the satisfaction

of certain performance goals.

The performance goals applicable to a particular award will be determined by the compensation committee

at the time of grant.

The performance goals may be one or more of the following corporate-wide or subsidiary, division, operating

unit or individual measures, stated in either absolute terms or relative terms.

including the right to vote and receive dividends with respect to the shares of restricted stock, except that distributions other than

regular cash dividends and regular cash dividends with respect to shares of restricted stock subject to performance-based vesting conditions

will be held by us and will be subject to the same restrictions as the restricted stock.

Under the 2021 Plan, the vesting or payment of performance-based awards will be subject to the satisfaction of certain performance

The performance goals applicable to a particular award will be determined by the compensation committee at the time of grant.

The performance goals may be one or more of the following corporate-wide or subsidiary, division, operating unit or individual measures,

stated in either absolute terms or relative terms.

With respect to non-employee directors, the maximum grant date fair value of shares that may be granted to an individual

non-employee director during any fiscal year of the Company is $150,000.

In connection with a non-employee director’s commencement

of service with the Company, the per person limit set forth in the previous sentence will be $150,000.

or termination of the 2019 Stock Incentive Plan .

Our Board may amend or terminate the 2019 Stock Incentive Plan as it deems

advisable, subject to any requirement of stockholder approval required by law, rule or regulation.

non-employee director during any fiscal year of the Company is $150,000 in their first year of service and $120,000 thereafter.

or termination of the 2021 Plan .

Our Board may amend or terminate the 2021 Plan as it deems advisable, subject to any requirement

of stockholder approval required by law, rule or regulation.

In the event there is a change in control and/or the Company is a party to a merger or acquisition or reorganization

or Change in Control event or similar transaction, outstanding awards shall be subject to the merger agreement or other applicable

transaction agreement.

Such agreement may provide, without limitation, that subject to the consummation of the applicable transaction,

for the assumption (or substitution) of outstanding awards by the surviving corporation or its parent, for their continuation

by the Company (if the Company is a surviving corporation), for accelerated vesting or for their cancellation with or without

consideration, or for the mandatory exercise or conversion of awards into shares and/or cash whether by net exercise or otherwise,

in all cases without the consent of a participant of the 2019 Stock Incentive Plan.

or Change in Control event or similar transaction, outstanding awards shall be subject to the merger agreement or other applicable transaction

Such agreement may provide, without limitation, that subject to the consummation of the applicable transaction, for the assumption

(or substitution) of outstanding awards by the surviving corporation or its parent, for their continuation by the Company (if the Company

is a surviving corporation), for accelerated vesting or for their cancellation with or without consideration, or for the mandatory exercise

or conversion of awards into shares and/or cash whether by net exercise or otherwise, in all cases without the consent of a participant

of the 2021 Plan.

Additionally,

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in its discretion may provide that all awards shall vest and become exercisable as of immediately before such change in control.

The compensation committee may also in its discretion include in an award agreement a requirement that unless approval under Section

280G of the Code has been obtained, no acceleration of vesting shall occur with respect to an award to the extent that such acceleration

would, after taking into account any other payments in the nature of compensation to which the participant would have a right

to receive from the Company and any other person contingent upon the occurrence of such change in control, result in a “parachute

payment”

compensation committee may also in its discretion include in an award agreement a requirement that unless approval under Section 280G

of the Code has been obtained, no acceleration of vesting shall occur with respect to an award to the extent that such acceleration would,

after taking into account any other payments in the nature of compensation to which the participant would have a right to receive from

the Company and any other person contingent upon the occurrence of such change in control, result in a “parachute payment”

as defined under Code Section 280G.

the 2019 Stock Incentive Plan, a change of control will occur upon:

(i) the consummation of an acquisition, a merger or consolidation

of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power

of the continuing or surviving entity’s securities outstanding immediately after such acquisition, merger, consolidation

or other reorganization is owned by persons who in the aggregate owned less than 20% of the Company’s combined voting power

represented by the Company’s outstanding securities immediately prior to such acquisition, merger, consolidation or other

reorganization;

(ii) A sale of more than fifty percent (50%) of the outstanding shares of each class of capital stock of the Company

to a person, entity or group other than a person, entity or group affiliated with the Company, or (iii) he sale, transfer or other

disposition of all or substantially all of the Company’s assets to a person, entity or group other than a person, entity

or group affiliated with the Company.

the 2021 Plan, a change of control will occur upon:

(i) the consummation of an acquisition, a merger or consolidation of the Company

with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or

surviving entity’s securities outstanding immediately after such acquisition, merger, consolidation or other reorganization is

owned by persons who in the aggregate owned less than 20% of the Company’s combined voting power represented by the Company’s

outstanding securities immediately prior to such acquisition, merger, consolidation or other reorganization;

(ii) A sale of more than

fifty percent (50%) of the outstanding shares of each class of capital stock of the Company to a person, entity or group other than a

person, entity or group affiliated with the Company, or (iii) he sale, transfer or other disposition of all or substantially all of the

Company’s assets to a person, entity or group other than a person, entity or group affiliated with the Company.

plan benefits .

The benefits that might be received by officers, employees and non-employee directors cannot be determined

at this time.

All officers, employees and non-employee directors are eligible for consideration to participate in the 2019 Stock

Incentive Plan.

The benefits that might be received by officers, employees and non-employee directors cannot be determined at this

All officers, employees and non-employee directors are eligible for consideration to participate in the 2021 Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding beneficial ownership of our common stock as of January 9, 2021 by (i)

each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of

our common stock, (ii) each director and executive officer, and (iii) all of our directors and executive officers as a group.

As of January 9, 2021, there were 27,505,196 shares of our common stock issued and outstanding.

as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common

stock owned by them, except to the extent that power may be shared with a spouse.

following table sets forth certain information regarding beneficial ownership of our common stock as of December 17, 2021, by (i) each

person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our common

stock, (ii) each director and executive officer, and (iii) all of our directors and executive officers as a group.

As of December 17,

2021, there were 82,927,311 shares of our common stock issued and outstanding.

as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock

owned by them, except to the extent that power may be shared with a spouse.

ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership”

of any shares of

common stock that such person currently owns or has the right to acquire within 60 days of the date of this prospectus.

to options and warrants, this would include options and warrants that are currently exercisable within 60 days.

With respect to

convertible securities, this would include securities that are currently convertible within 60 days.

as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment

power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by

such stockholders.

Unless otherwise indicated, the address for each director and executive officer listed is:

c/o Cipherloc Corporation,

6836 Bee Cave Road, Bldg.

1, S#279, Austin, TX 78746.

and Address of Beneficial Owners

Tom Wilkinson

Anthony Ambrose

David Chasteen

Sammy Davis, DrPH

Milton Mattox

Nicholas Hnatiw

All Officers and

Directors as a Group (9 persons)

5% or greater

Manchester Management

Solely based on the Company’s review of public filings made with the SEC.

Includes shares that are directly owned by Manchester

Explorer, L.P.

The shares are indirectly beneficially owned by Manchester Management PR, LLC and Manchester Management Company,

LLC as a result of having investment discretion over certain advisory accounts they manage.

Manchester Management PR, LLC, a Puerto

Rico limited liability company, provides investment management services to private individuals and institutions.

securities may also be deemed to be indirectly beneficially owned by James E.

Besser, as the Managing Member of Manchester Management

PR, LLC and Manchester Management Company, LLC.

The principal business address for Manchester Management PR, LLC is 53 Palmeras

Street, Caribe Plaza Building, 6th Floor, San Juan, Puerto Rico, 00901

purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock

that such person currently owns or has the right to acquire within 60 days of the date of this prospectus.

With respect to options and

warrants, this would include options and warrants that are currently exercisable within 60 days.

With respect to convertible securities,

this would include securities that are currently convertible within 60 days.

as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with

respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders.

Unless otherwise indicated, the address for each director and executive officer listed is c/o Cipherloc Corporation, 6836 Bee Cave Road,

1, Suite 279, Austin, TX 78746.

of Beneficial Owners

Officers and Directors as a Group (6 persons)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

following includes a summary of transactions during our fiscal years ended September 30, 2020 and September 30, 2019 to which

we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or

1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors,

executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate

family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation,

termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K.

following includes a summary of transactions during our fiscal years ended September 30, 2021 and September 30, 2020 to which we have

been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average

of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to

our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons

had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and

other arrangements, which are described elsewhere in this Annual Report on Form 10-K.

La Garza Settlement

August 28, 2020, we entered into a Settlement Agreement and Mutual General Release (the “Settlement”) with Michael

De La Garza, a former director of the Company.

The Settlement related to certain actions, including (i) CipherLoc Corporation

Michael De La Garza, MSR, LLC, and James LaGanke, as Trustee of the Caramel Trust II, Civil Action No.

1:19-CV-01147-LY in

the United States District Court for the Western District of Texas, Austin Division, (ii) CipherLoc Corporation vs.

La Garza, Cause No.

D-1-GN-19-005253 in the 53 rd Judicial District Court of Travis County, Texas, and (iii) Michael

De La Garza and CipherLoc, Inc.

Tom Wilkinson, Anthony Ambrose, Manchester PR, LLC and Manchester Explorer, LP;

August 28, 2020, we entered into a Settlement Agreement and Mutual General Release (the “Settlement”) with Michael De La

Garza, a former director of the Company.

The Settlement related to certain actions, including (i) Cipherloc Corporation vs.

La Garza, MSR, LLC, and James LaGanke, as Trustee of the Caramel Trust II, Civil Action No.

1:19-CV-01147-LY in the United States District

Court for the Western District of Texas, Austin Division, (ii) Cipherloc Corporation vs.

Michael De La Garza, Cause No.

D-1-GN-19-005253

in the 53 rd Judicial District Court of Travis County, Texas.

Under the Settlement, all of the foregoing actions were

dismissed with prejudice.

Pursuant to the Settlement, Mr.

De La Garza, agreed to, among other things, (i) resign as a director

of the Company and confirmed that he had no disagreements with the Board of Directors, and (ii) return 13,137,757 shares of the

Company’s common stock, $0.01 par value per share (the “Forfeited Stock”), held by him to the Company’s

in the 53 rd Judicial District Court of Travis County, Texas, and (iii) Michael De La Garza and Cipherloc, Inc.

Tom Wilkinson,

Anthony Ambrose, Manchester PR, LLC and Manchester Explorer, LP;

D-1-GN-19-004708 in the 53 rd Judicial District

Court of Travis County, Texas.

Under the Settlement, all of the foregoing actions were dismissed with prejudice.

Pursuant to the Settlement,

De La Garza, agreed to, among other things, (i) resign as a director of the Company and confirmed that he had no disagreements with

the Board of Directors, and (ii) return 13,137,757 shares of the Company’s common stock, $0.01 par value per share (the “Forfeited

Stock”), held by him to the Company’s treasury.

We agreed to pay Mr.

De La Garza an aggregate sum of $400,000 (the “Settlement Amount”), payable as follows:

(A) $300,000 on or before ten (10) business days after the last to occur (the “Settlement Date”) of (i) the execution

of the Settlement by Mr.

De La Garza, (ii) actual receipt by the Company of the Forfeited Stock and consummation of the deliveries

contemplated by the Settlement, and (iii) the receipt by the Company of a completed Internal Revenue Service Form W-9 from Mr.

De La Garza an aggregate sum of $400,000 (the “Settlement

Amount”), payable as follows:

(A) $300,000 on or before ten (10) business days after the last to occur (the “Settlement Date”)

of (i) the execution of the Settlement by Mr.

De La Garza, (ii) actual receipt by the Company of the Forfeited Stock and consummation

of the deliveries contemplated by the Settlement, and (iii) the receipt by the Company of a completed Internal Revenue Service Form W-9

and (B) $25,000 on each of the four (4) succeeding quarterly anniversaries of the Settlement Date.

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the foregoing, in the event that Mr.

De La Garza is not in compliance with the Settlement on any such payment date, then no payment

shall be due and we will have the right to pursue any and all remedies against De La Garza including, without limitation, seeking

the return of all amounts paid.

In exchange for the consideration described above, and subject to the terms and conditions set

forth in the Settlement, the Company and Mr.

De La Garza is not in compliance with the Settlement on any such payment date, then no payment shall

be due, and we will have the right to pursue any and all remedies against De La Garza including, without limitation, seeking the return

of all amounts paid.

In exchange for the consideration described above, and subject to the terms and conditions set forth in the Settlement,

the Company and Mr.

De La Garza mutually agreed to grant each other a general release.

Olivia and Robin De La Garza , the immediate family members of former CEO Michael De La Garza, earned $52,278, $47,176 and

$53,000, respectively, in compensation for the year ended September 30, 2019.

In August 2019, Robin and Skylar De La Garza were

terminated as employees of the Company.

The Company also paid $11,394 in educational costs of Skylar De La Garza and $6,200 in

moving expenses of Olivia De La Garza.

Michael De La Garza was the CEO and director of the Company during the period of time when

these payments were made.

Approval or Ratification of Transactions with Related Parties

Board of Directors reviews and approves transactions with directors, officers and holders of five percent or more of our voting

securities and their affiliates, each a related party.

The material facts as to a related party’s relationship or interest

in the transaction are disclosed to our Board of Directors prior to their consideration of such transaction.

Further, when stockholders

are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest

in the transaction are disclosed to the stockholders, who must approve the transaction in good faith.

The Company does not have

a related party transactions policy in place.

Board of Directors reviews and approves transactions with directors, officers and holders of five percent or more of our voting securities

and their affiliates, each a related party.

The material facts as to a related party’s relationship or interest in the transaction

are disclosed to our Board of Directors prior to their consideration of such transaction.

Further, when stockholders are entitled to

vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction

are disclosed to the stockholders, who must approve the transaction in good faith.

The Company does not have a related party transactions

policy in place.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

aggregate fees billed to the Company by its principal accountants for each of the

last two fiscal years were as follows:

The aggregate fees billed by Briggs & Veselka Co.

for the audit of the Company’s annual financial statements

were $83,200 for the year ended September 30, 2020.

aggregate fees billed to the Company by its principal accountants for each of the last two

fiscal years were as follows:

The aggregate fee billed by Briggs & Veselka Co for the audit of the Company’s annual financial statements were $83,200

for the year ended September 30, 2021.

The aggregate fees billed by Briggs & Veselka Co.

for the audit of the

Company’s annual financial statements were $5,000 for the fiscal year ended September 30, 2019.

The aggregate fees billed

by Armanino, LLP of the Company’s interim financial statements were $36,778 for the year ended September 30, 2019.

for the audit of the Company’s annual

financial statements were $83,200 for the year ended September 30, 2020.

Audit-Related

The aggregate fees billed by Briggs & Veselka Co., for assurance and related services that are reasonably related

to the performance of the audit or review of the Company’s financial statements for the fiscal years ended September 30,

2020 and2019 that are not disclosed in the paragraph captioned “Audit Fees”

above, were $0.00.

The aggregate fee billed by The Wenmohs Group for professional services rendered for tax compliance, tax advice and

tax planning for the fiscal year ended 2020 were $12,250.

The aggregate fees billed by Eide Bailly LLP for professional services

rendered for tax compliance, tax advice and tax planning for the fiscal years ended September 30, 2019 were $18,500.

The aggregate fees billed by Briggs & Veselka Co., for assurance and related services that are reasonably related to the

performance of the audit or review of the Company’s financial statements for the fiscal years ended September 30, 2021 and 2020

that are not disclosed in the paragraph captioned “Audit Fees” above, were $0.00.

The aggregate fee billed by The Wenmohs Group for professional services rendered for tax compliance, tax advice and tax planning

for the fiscal year ended 2020 were $13,500.

The aggregate fee billed by The Wenmohs Group for professional services rendered for tax

compliance, tax advice and tax planning for the fiscal year ended 2020 were $12,250.

The aggregate fees billed by Briggs & Veselka Co.

for products and services, other than the services described

in the paragraphs “Audit Fees,”

“Audit-Related Fees,”

and “Tax Fees”

above for the fiscal

years ended September 30, 2020 and 2019 were $0.

Board of Directors has received and reviewed the written disclosures and the letter from the Company’s independent registered

public accounting firm required by Independence Standards Board Standard No.

1 (Independence Discussions with Audit Committees)

and has discussed with its auditors its independence from the Company.

The Board of Directors has considered whether the provision

of services other than audit services is compatible with maintaining auditor independence.

on the review and discussions referred to above, the Board of Directors approved the inclusion of the audited financial statements

be included in the Company’s Annual Report on Form 10-K for its 2020 fiscal year for filing with the SEC.

for products and services, other than the services described in

the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended

September 30, 2021 and 2020 were $7,000 and $0.

Board of Directors has received and reviewed the written disclosures and the letter from the Company’s independent registered public

accounting firm required by Independence Standards Board Standard No.

1 (Independence Discussions with Audit Committees) and has discussed

with its auditors its independence from the Company.

The Board of Directors has considered whether the provision of services other than

audit services is compatible with maintaining auditor independence.

on the review and discussions referred to above, the Board of Directors approved the inclusion of the audited financial statements be

included in the Company’s Annual Report on Form 10-K for its 2020 fiscal year for filing with the SEC.

Board of Directors pre-approved all fees described above.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

of Incorporation (incorporated by reference to the Company’s Form 10-SB filed on January 3, 2000).

to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K

filed on March 23, 2015).

and Restated Bylaws of Cipherloc Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report

on Form 8-K, filed on August 30, 2019).

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Agreement of Michael De La Garza (incorporated by reference to the Company’s Exhibit 10.12 to the Company’s Form

10-K filed on October 10, 2013).

Agreement of Dr.

Albert Carlson (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form

8-K filed on September 4, 2015).

Stock Incentive Plan, Effective as of August 8, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on August 12, 2019.

of Ethics for Directors, Officers and Employees of Cipherloc and its Affiliates, dated August 8, 2019 (filed as Exhibit 14.1

to a Current Report on Form 8-K, filed on August 12, 2019)

Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed September 13, 2021)

Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 30, 2021).

of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September 30, 2021).

Registration Rights Agreement dated March 31, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 8-K filed on April 8, 2021.

Employment Agreement of Dr.

Albert Carlson (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed on September 4, 2015).?

Indemnification Agreement by and between the Company and Paulson Investment Company, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on April 8, 2021).

Technology Partnership and Authorized Reseller Licensing Agreement between the Company and ECS Federal, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed on April 30, 2021)

Developer Agreement between the Company and Arnouse Digital Devices (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed on April 30, 2021)

Authorized Reseller/Developer Agreement with Arouse Digital Devices (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form S-1 filed on April 30, 2021)

Letter Agreement with Paulson Investment Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 28, 2021)

Employment Agreement with Nick Hnatiw

Executive Employment Agreement with Ryan Polk (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 30, 2021)

2019 Stock Incentive Plan, Effective as of August 8, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 12, 2019.

Executive Offer Letter accepted by David Chasteen

Code of Ethics for Directors, Officers and Employees of Cipherloc and its Affiliates, dated August 8, 2019 (filed as Exhibit 14.1 to a Current Report on Form 8-K, filed on August 12, 2019)

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.

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.

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.

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.

Certification

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

accordance with 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, there unto duly authorized.

accordance with 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, there unto duly authorized.

December 20, 2021

3 unchanged sentences

Financial Officer

accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Company and in the capacities and on the dates indicated.

accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company

and in the capacities and on the dates indicated.

December 20, 2021

7 unchanged sentences

December 20, 2021

December 28, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures