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 earliest event reported): August 27, 2020
Commission file number: 000-53662
IronClad Encryption Corporation
(Exact name of registrant as specified in its charter)
Delaware |
| 81-0409475 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
1 Riverway, Suite 1700, Houston, Texas |
| 77056 |
(Address of principal executive offices) |
| (Zip Code) |
(888) 362-7972
(Issuer'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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
Common Stock, $0.001 par value |
| IRNC |
| OTCIQ |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 27, 2020, the Board of Directors elected Mr. Miguel A. Yanez as a director of Ironclad Encryption Corporation (the “Company”) effective as of August 27, 2020. Mr. Yanez will hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.
Mr. Yanez has previously served IronClad as Vice President of Phone Sales. His addition to the Board will enable the Company to more effectively implement its eventual plans for reorganization under Chapter 11 of the United States Bankruptcy Code.
There were no arrangements or understandings between Mr. Yanez and any other persons pursuant to which either Mr. Yanez was elected as a director of the Company. There are no family relationships between Mr. Yanez and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer and there are no related party transactions involving Mr. Yanez that are reportable under Item 404(a) of Regulation S-K.
SIGNATURES
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,
IronClad Encryption Corporation
Date: September 2, 2020
/s/ David G. Gullickson
By: ______________________
David G. Gullickson,
Vice President, Treasurer, and
Principal Financial and Accounting Officer