8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORM8-K

CURRENTREPORT

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

Date of Report (Date of earliest event reported): May 15, 2020

CipherLocCorporation

(Exact name of registrant as specified in its charter)

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

825Main St, Suite 100

Buda,TX 78610

(Address of principal executive offices)

Registrant’s telephone number, including area code: (512) 772-4245

(Former name or former address, if changed since last report)

[  ]	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 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

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

Item 2.02	Results of Operations and Financial Condition.

On May 15, 2020, CipherLoc Corporation issued a press release announcing company highlights and financial results for the second quarter ended March 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated May 15, 2020

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 15, 2020

CIPHERLOC<br> CORPORATION
By:	/s/ Ryan Polk
	Ryan<br> Polk
	Chief<br> Financial Officer

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Exhibit 99.1

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CipherlocReports Second Quarter Results, Reduces Operating Expenses

Arlington,VA – May 15, 2020 – Cipherloc Corporation (OTCQB:CLOK) (the “Company”), a developer of advanced encryption technology, announced financial and corporate results for the second quarter ended March 31, 2020.

“While the first quarter generated significant progress on our broader strategic plan, the onset of the COVID-19 pandemic in the US during March caused Cipherloc to respond quickly with adjustments refocusing all development efforts on our commercial platform,” said Ryan Polk, Chief Financial Officer. “We completed the March 31, 2020 quarter with $3.5 million in cash, and believe the restructuring announced on March 31, 2020 will conserve cash sufficient to fund future operations for at least the next 12 months.”

Milton Mattox, the Chief Operating Officer, added, “We are focused on the engineering and development tasks needed to guide Cipherloc’s technology through the current phase of critical testing. We continue to engage with a number of companies in our sales pipeline and look forward to progressing through the process with them.”

SecondQuarter 2020 Financial Results

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Net revenues for the quarter ended March 31, 2020, were $11,733 as compared to $0 for the quarter ended March 31, 2019. Revenue reflects Cipherloc’s status as a development stage data security solutions company. The Company is currently engaged with a number of parties in its sales pipeline, with a goal of generating future revenue growth.

General and administrative expenses were $1.98 million for the three months ended March 31, 2020 as compared to $505,807 for the three months ended March 31, 2019. General and administrative expenses for the three months ended March 31, 2020 reflect an increase in legal expense of $650,000 as a result of pending litigation, an increase in impairment loss on the ROU assets of $447,025 and an increase in headcount related expenses of $230,000. Selling and marketing expenses were $331,359 for the quarter ended March 31, 2020 as compared to $434,800 for the quarter ended March 31, 2019, reflecting lower consultant fees of $297,000 offset by an increase in headcount related expenses of $161,000. Research and developments costs were $772,577 for the three months ended March 31, 2020 as compared to $479,677 for the three months ended March 31, 2019.

On March 31, 2020, the Company announced a restructuring and operating expense reduction program designed to significantly reduce operating expenses in the third quarter ending June 30, 2020, and onwards. As a result of the restructuring program, Cipherloc expects that its cash position will be sufficient to fund future operations for at least the next 12 months.

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At March 31, 2020, the Company had cash of $3.47 million. The Company received loan proceeds of $365,430 on April 22, 2020 pursuant to the “Paycheck Protection Program” created under Section 1102 of the Coronavirus Aid, Relief and Economic Security Act.

AboutCipherloc Corporation (OTCQB: CLOK)

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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.quantanova.com.

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Forward-LookingStatements

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This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set forth in the Company’s SEC filings. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements.

CipherlocInvestor Contact:

Matt Kreps

Darrow Associates, Investor Relations

214-597-8200

mkreps@darrowir.com

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CIPHERLOCCORPORATION AND SUBSIDIARIES

BALANCESHEETS

(UNAUDITED)

			September 30,<br><br> <br>2019
ASSETS
Current assets
Cash	3,469,849		$	7,839,472
Prepaid expenses	55,328			121,371
Total current assets	3,525,177			7,760,843
Other assets	109,796			7,566
Operating lease ROU asset	477,105			—
Fixed assets, net	56,853			40,182
Total assets	4,168,931		$	8,008,591
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	1,079,953		$	650,681
Accrued compensation	184,392			142,293
Operating lease liability	180,889			—
Deferred revenue	22,917			28,400
Total current liabilities	1,468,151			821,374
Operating lease liability – long-term portion	749,051			—
Total liabilities	2,217,202			821,374
Commitments and contingencies
Series A convertible preferred stock, 0.01 par value, 1,000,000 shares authorized; 1,000,000 shares issued and outstanding as of March 31, 2020 and September 30, 2019	10,000			10,000
Common stock, 0.01 par value, 681,000,000 shares authorized; 40,642,953 and 40,792,510 shares issued and outstanding as of March 31, 2020 and September 30, 2019, respectively	407,925			407,925
Treasury stock, at cost 149,557 shares	(150,000	)		—
Additional paid-in capital	68,316,673			68,225,828
Accumulated deficit	(66,632,869	)		(61,456,536	)
Total stockholders’ equity	1,951,729			7,187,217
Total liabilities and stockholders’ equity	4,168,931		$	8,008,591

All values are in US Dollars.

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CIPHERLOCCORPORATION AND SUBSIDIARIES

STATEMENTSOF OPERATIONS

(UNAUDITED)

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2020			2019			2020			2019
Revenues	$	11,733		$	—		$	30,483		$	—
Cost of revenues		—			—			—			—
Gross profit		11,733			—			30,483			—
Operating expenses
General and administrative		1,976,044			505,807			3,280,824			1,038,781
Selling and marketing		331,359			434,800			587,403			648,775
Research and development		772,577			479,677			1,338,592			825,572
Total operating expenses		3,079,980			1,420,284			5,206,819			2,513,128
Operating loss		(3,068,247	)		(1,420,284	)		(5,176,336	)		(2,513,128	)
Other income (expense)
Interest income		—			2,431			—			3,328
Net loss	$	(3,068,247	)	$	(1,417,853	)	$	(5,176,336	)	$	(2,509,800	)
Net loss per common share – basic and diluted	$	(0.08	)	$	(0.03	)	$	(0.13	)	$	(0.06	)
Weighted average common shares outstanding – basic and diluted		40,784,299			40,786,279			40,788,427			40,774,152

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