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): August 14, 2020

CipherLocCorporation

(Exact name of registrant as specified in its charter)

Texas	000-28745	86-0837077
(State or other jurisdiction<br><br> <br>of incorporation or organization)	(Commission<br><br> <br>File Number)	IRS Employer<br><br> <br>Identification 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)

[<br>  ]	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[<br>  ]	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[<br>  ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[<br>  ]	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 August 14, 2020, CipherLoc Corporation issued a press release announcing company highlights and financial results for the third quarter ended June 30, 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 August 14, 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: August 14, 2020

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

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Exhibit99.1

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CipherlocReports Third Quarter Results, Advances Partnership Activities

Arlington,VA – August 14, 2020 – Cipherloc Corporation (OTCQB:CLOK) (the “Company”), a developer of advanced encryption technology, announced financial and corporate results for the third quarter ended June 30, 2020.

“We continued to advance our strategic plan in the second quarter through an almost 47% reduction of operating expenses and development of our partnership initiatives,” said Ryan Polk, Chief Financial Officer. “We anticipate further reductions in operating expenses during the September quarter of 2020, providing adequate financial resources for our revenue development efforts over the next twelve months.”

Milton Mattox, the Chief Operating Officer, added, “We continue to make exciting progress with multiple technology partnerships and potential sales relationships through engineering and testing of our polymorphic encryption capabilities in a number applications. For example, we recently announced our progress with Arnouse Digital Devices, Corp (ADDC) pairing Cipherloc’s data-in-motion encryption with ADDC’s BioDigitalPC line of products in order to offload encryption processing and improve network performance. We are engaged in a number of additional projects, which we look forward to announcing as we achieve specific milestones.”

ThirdQuarter 2020 Financial Results

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Net revenues for the quarter ended June 30, 2020, were $8,750 as compared to $27,850 for the quarter ended June 30, 2019. Revenue reflects Cipherloc’s status as a development stage data security solutions company. The Company is currently engaged in efforts intended to generate future revenue growth.

General and administrative expenses were $833,260 for the three months ended June 30, 2020 as compared to $947,309 for the three months ended June 30, 2019. General and Administrative expenses for the quarter ended June 30, 2020 included approximately $295,000 in severance and other restructuring costs. Selling and marketing expenses were $107,842 for the quarter ended June 30, 2020 as compared to $728,270 for the prior year quarter. Research and developments costs were $206,613 for the three months ended June 30, 2020 as compared to $478,108 for the three months ended June 30, 2019.

Total operating expenses declined 46.8 percent year-over-year, with additional reduction expected in the third quarter as part of Cipherloc’s previously announced 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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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.

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> 2019
ASSETS
Current assets
Cash	2,227,830		$	7,839,472
Prepaid expenses	26,578			121,371
Total current assets	3,525,177			7,760,843
Other assets	100,000			7,566
Operating lease ROU asset	321,502			—
Fixed assets, net	31,132			40,182
Total assets	2,707,042		$	8,008,591
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	676,785		$	650,681
Accrued compensation	40,000			142,293
Operating lease liability	116,943			—
Paycheck Protection Program loan	365,430			—
Deferred revenue	24,167			28,400
Total current liabilities	1,223,325			821,374
Operating lease liability – long-term portion	637,706			—
Total liabilities	1,861,031			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 June 30, 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 June 30, 2020 and September 30, 2019, respectively	407,925			407,925
Treasury stock, at cost 149,557 shares	(150,000	)		—
Additional paid-in capital	68,368,697			68,225,828
Accumulated deficit	(67,790,612	)		(61,456,536	)
Total stockholders’ equity	846,010			7,187,217
Total liabilities and stockholders’ equity	2,707,042		$	8,008,591

All values are in US Dollars.

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CIPHERLOCCORPORATION AND SUBSIDIARIES

STATEMENTSOF OPERATIONS

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Revenues	$	8,750		$	27,850		$	39,233		$	27,850
Cost of revenues		—			—			—			—
Gross profit		8,750			27,850			39,233			27,850
Operating expenses
General and administrative		833,260			947,309			4,114,084			1,986,090
Selling and marketing		107,842			728,270			695,245			1,377,045
Research and development		205,613			478,108			1,544,205			1,303,680
Total operating expenses		1,146,715			2,153,687			6,353,534			4,666,815
Operating loss		(1,137,965	)		(2,125,837	)		(6,314,301	)		(4,638,965	)
Other income (expense)
Loss on disposal of asset		(19,778	)		—			(19,778	)		—
Interest income		—			2,610			—			5,938
Net loss	$	(1,157,743	)	$	(2,123,227	)	$	(6,334,079	)	$	(4,633,207	)
Net loss per common share – basic and diluted	$	(0.03	)	$	(0.05	)	$	(0.16	)	$	(0.11	)
Weighted average common shares outstanding – basic and diluted		40,642,953			40,792,510			40,740,105			40,792,510

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