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 the earliest event reported): April 11, 2017
CIPHERLOC CORPORATION
(Exact name of registrant as specified in its charter)
| Texas | 000-28745 | 86-0837077 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
825 Main Street, Suite 100
Buda, TX 78610
(Address of principal executive offices) (Zip Code)
702-818-9011
Registrant’s telephone number, including area code
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On April 10, 2017, the Company received a letter of resignation dated April 9, 2017 from Gino Mauriello resigning as a Director. The remaining board member, Mr. De La Garza accepted the resignation.
On April 11, 2017, Mr. De La Garza as the only remaining board member appointed Albert Carlson PhD and Sammy E Davis DrPH to fill the two vacant board seats.
Albert Carlson, PhD, is 57 years of age and is the Company’s Chief Scientific Officer. He has extensive experience in on-time design to delivery while remaining under budget at all levels of engineering. Additionally, he has worked in many areas of engineering and has focused extensive world knowledge, as well as deep algorithmic, set theory, mathematical, and design expertise. Dr. Carlson holds a PhD in Computer Science from the University of Idaho.
Sammy E. Davis DrPH, 70 years of age has documented experience spanning over 20 years in operations, finance, budgeting, financial reporting, revenue cycle management, inventory, payroll, accounts receivable and payable, and information systems in the healthcare industry. He has held numerous managerial positions as a CEO and Administrator. Dr. Davis holds a Doctor of Public Health degree from the University of Texas.
There are no transactions involving the newly appointed Directors that are reportable under Item 404(a) of Regulation S-K for the purposes of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibit 17.4 Resignation Letter
SIGNATURE
Pursuant to the requirements of 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, thereunto duly authorized.
| Registrant | CipherLoc Corporation | |
| Date: April 13, 2017 | By: | /s/ Michael De La Garza |
| Michael De La Garza | ||
| Director and Chief Executive Officer (Principal Executive Officer) | ||
April 9,2017
RE: CIPHERLOC RESIGNATION FROM BOARD OF DIRECTORS
Michael De La Garza and other board members:
This letter constitutes my formal resignation from the Cipherloc Board of Directors effective today. It has been my honor and privilege to serve but personal matters have come up in my life at this time that no longer allow me serve. Thank you for the opportunity and much success in the future.
Sincerely,
/s/ Gino Mauriello
Gino Mauriello