8-K - SDCH - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February14, 2022

CipherlocCorporation

(Exact name of registrant as specified in its charter)

Delaware	000-28745	86-0837077
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br> File<br><br> <br>Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

6836

Bee Cave Road

Bldg.

1, S#279

Austin**,Texas**

78746

(Addressof principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code:

(512)

772-4245

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item7.01 Regulation FD Disclosure

On February 14, 2022, Cipherloc Corporation (the “Company”) issued a press release announcing the release of its new Cipherloc Enclave product. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section

9 — Financial Statements and Exhibits

Item9.01 Financial Statements and Exhibits

(d)	Exhibits
Exhibit No.	Description
---	---
99.1*	Press Release dated February 14, 2022.
104	Inline<br> XBRL for the cover page of this Current Report on Form 8-K

* Filed herewith

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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 hereunto duly authorized.

	CIPHERLOC CORPORATION
Date:<br> February 14, 2022	By:	/s/ Ryan Polk
	Name:	Ryan<br> Polk
	Title:	Chief Financial Officer

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Exhibit 99.1

CipherlocLaunches Enclave Micro-segmentation Platform

AUSTIN,TX – February 14, 2022 – Cipherloc Corporation (OTCQB:CLOK) (“Cipherloc”), a developer of advanced encryption technology, today announced the launch of Cipherloc Enclave, its newest commercial-ready product.

Cipherloc Enclave is a micro-segmentation product designed as an easy-to-use Zero Trust platform designed for organizations seeking to control which devices can communicate with each other within the organization, and fully encrypt that traffic with the latest and most powerful encryption techniques. Enclave is designed to provide a simple and cost-effective solution, compared to current complex cost-prohibitive solutions that require technical personnel. Cipherloc Enclave is designed to make micro-segmentation available to all users at a low cost, and with minimal technical administration.

David Chasteen, CEO of Cipherloc, said, “We believe that the need for this platform arose from small and mid-market companies suffering from the lack of cost-effective means to comfortably and securely handle network management. These companies want to focus on their business and their customers; not having to worry about who is accessing what server or if the encryption installed is sufficient to mitigate future threats. Cipherloc believes that Enclave will provide users a simple, effective and secure network security tool that can be readily administered through a simple and intuitive interface.”

Cipherloc’s Enclave platform will be available through free and per user paid plans, designed according to the indicated end use of the platform. The free tier will give individuals the ability to use the platform for hobby and educational purposes. The paid plan will focus on business users, allowing for a more private experience that addresses major security and optimization gaps that many companies face in today’s ever-changing technology environment.

AboutCipherloc Corporation (OTCQB: CLOK)

Cipherloc Corporation provides advanced technology and expertise to secure your data Cipherloc Corporation provides advanced technology and expertise to secure your data and safeguard your privacy with the speed you need today and the agility you’ll need tomorrow. Our patented Polymorphic Encryption technology provides a layer of security that is stronger, adaptable, and scalable across a variety of applications and systems. Learn more at www.cipherloc.net.

Forward-LookingStatements

This press release may contain forward-looking statements, including information about management’s view of Cipherloc’s future expectations, plans and prospects, including within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the “Act”). In particular, when used in the preceding discussion, the words “believes,” “hopes,” “expects,” “intends,” “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act and otherwise. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of Cipherloc, its divisions and concepts to be materially different than those expressed or implied in such statements. These risk factors include, but are not limited to, statutory preemptive rights which our shareholders are provided under Texas law, our failure to comply with such rights in the past, dilution caused by the exercise of such rights, and potential penalties or liability in connection therewith, as well as our plans to terminate such rights in the future; penalties and other amounts which may be payable for our failure to comply with the covenants in, and time periods set forth in, the March/April 2021 private offering documents; that we have incurred net losses since inception, our need for additional funding, the substantial doubt about our ability to continue as a going concern, and the terms of any future funding we raise; that COVID-19 has materially adversely affected our operations and may continue to have a material adverse impact on our operating results in the future; our dependence on current management and our ability to attract and retain qualified employees; competition for our products; our ability to develop new products, improve current products and innovate; unpredictability in our operating results; our ability to retain existing licensees and add new licensees; risks associated with data breaches, security flaws, unauthorized access to our and our customers’ (if any) and the customers of our licensees’ systems and products, hacking risks, risks of intentional disruption of our products or services, product failures and the effect of such failures and other events on our brand and operating results; outages in third party infrastructure on which we rely; customer defaults and delays in payment; delays in product development, our failure to predict changes in technology, and actual or perceived defects or vulnerabilities in our products; our ability to manage our growth; our ability to protect our intellectual property (IP), enforce our IP rights and defend against claims that we infringed on the IP of others; risks related to the volatile and sporadic trading of our common stock, dilution caused by future offerings, anti-dilutive rights which exist relating to our securities, over-hang, the effect of substantial sales of our common stock, the anti-dilutive rights of warrants; additional restrictions put on the sale of our common stock as a result of it being a ‘penny stock’; our compliance with various rules and regulations, penalties we may face for non-compliance, and the risk of new, more costly or more restrictive rules and regulations; our ability to maintain effective controls and procedures; restrictions on our ability to issue new securities and amounts required to be paid to our CEO upon certain sales of the Company; the Board of Directors’ ability to designate blank check preferred stock without further shareholder approval; risks associated with future acquisitions and/or with our failure to grow by acquisition; risks associated with pending and/or future litigation, lawsuits, and/or regulatory claims; and other risk factors included from time to time in documents Cipherloc files with the Securities and Exchange Commission, including, but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. These reports are available at www.sec.gov. Other unknown or unpredictable factors also could have material adverse effects on Cipherloc’s future results. The forward-looking statements included in this press release are made only as of the date hereof. Cipherloc cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Cipherloc undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by Cipherloc. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

InvestorContact:

Matt Kreps

Darrow Associates Investor Relations

214-597-8200

mkreps@darrowir.com