As filed with the Securities and Exchange Commission on October 24, 2017
Registration No. 333-220995
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
IRONCLAD ENCRYPTION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 7372 | 81-0409475 | ||
State or other jurisdiction | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization | Classification Code Number) | Identification Number) |
One Riverway, 777 South Post Oak Lane, Suite 1700
Houston, Texas 77056
(888) 362-7972
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Len E. Walker
One Riverway, 777 South Post Oak Lane, Suite 1700
Houston, Texas 77056
(888) 362-7972
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of communications to:
Ted Schweinfurth
Louann Richard
Baker & McKenzie LLP
2001 Ross Avenue, Suite 2300
Dallas, Texas 75203
(214) 978-3000
(214) 978-3099 (Fax)
Approximate Date of Commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
Emerging growth company x |
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 7(a)(2)(B) of the Securities Act. x
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.
EXPLANATORY NOTE
IronClad Encryption Corporation is filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-1 (No. 333-220995) to file Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, the Exhibit Index, and the exhibits filed herewith. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
Item 16. Exhibits and Financial Statement Schedules.
EXHIBITS
Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission:
+ | Indicates management contract or compensatory plan. |
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston on October 24, 2017.
IRONCLAD ENCRYPTION CORPORATION | |
/s/ James D. McGraw | |
President, Chief Executive Officer, Vice Chairman of the Board and Principal Executive Officer |
/s/ David G. Gullickson | |
Vice President of Finance, Treasurer, and Principal Accounting and Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Capacity | Date | ||
/s/ James D. McGraw | Director | October 24, 2017 | ||
James D. McGraw | ||||
* | Director | October 24, 2017 | ||
Gregory B. Lipsker | ||||
* | Director | October 24, 2017 | ||
John S. Reiland |
*By: | /s/ James D. McGraw | Attorney-In-Fact | October 24, 2017 | ||
James D. McGraw |
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