Item 1.01. Entry into a Material Definitive Agreement.
On July 23, 2021, Cipherloc Corporation (the "Company," "we," or "us") entered
into a financial advisory and consulting letter agreement (the "Agreement") with
Paulson Investment Company, LLC ("Paulson"). Pursuant to the Agreement, Paulson
will provide the following services at our request: (a) familiarize itself with
our business, assets and financial condition; (b) assist us in developing
strategic and financial objectives; (c) assist us in increasing our exposure in
the software industry; (d) assist us in increasing our profile in the investment
and financial community through introductions to analysts and potential
investors, participation in investment conferences and exploitation of
reasonably available media opportunities; (e) identify potentially attractive
merger and acquisition opportunities; (f) review possible innovative financing
opportunities and (g) render other financial advisory reservices and may be
reasonably requested. The term of the Agreement is four years from the date of
the Agreement, unless terminated earlier by either party as provided therein.
As compensation for these services, we are issuing to Paulson 4,000,000 shares
of our common stock, par value $0.01 per share and agreeing to reimburse them
for all reasonable and documented expenses incurred by Paulson in connection
with providing such services.
We have agreed to indemnify Paulson and certain of its related parties for any
losses, claims, damages or liabilities related to the services it renders
pursuant to the Agreement, other than those that are finally judicially
determined to have resulted primarily from Paulson's bad faith or gross
negligence.
The foregoing summary is qualified in its entirety by reference to the
Agreement, which is incorporated by reference in its entirety and a copy of
which is included as Exhibit 10.1 to this filing.
Item 3.02. Unregistered Sales of Equity Securities.
The information in Item 1.01 relating to the Agreement are incorporated by
reference into this Item 3.02. We claim an exemption from registration pursuant
to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"), for such issuances, since the foregoing issuances did not involve a
public offering. The securities were not registered under the Securities Act and
such securities may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act and any
applicable state securities laws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Letter Agreement between Cipherloc Corporation and Paulson
Investment Company, LLC dated July 23, 2021
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