Washington, DC 20549





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


Date of Report (Date of earliest event reported): April 21, 2020


CipherLoc Corporation

(Exact name of registrant as specified in its charter)


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


825 Main 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 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))


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 1.01. Entry into a Material Definitive Agreement.


On April 21, 2020, CipherLoc Corporation (“CipherLoc”) was granted a loan (the “Loan”) from Texas Capital Bank, N.A. in the principal amount of $365,430.00, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020.


The Loan, which was in the form of a Note dated April 12, 2020 issued by CipherLoc (the “Note”), matures on April 12, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November 12, 2020. The Note may be prepaid by CipherLoc at any time prior to maturity without payment of any premium. Funds from the Loan may only be used to retain workers and maintain payroll or make mortgage payments, lease payments and utility payments. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.


The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.


Item 2.03. Creation of a Direct Financial Obligation or an Obligations under an Off-Balance Sheet Arrangement of a Registrant.


Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.03 by reference.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
99.1   Promissory Note, dated April 12, 2020







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: April 27, 2020


  By: /s/ Ryan Polk
    Ryan Polk
    Chief Financial Officer






Exhibit 99.1