Filing Analysis
Cyberloq Technologies, Inc. amended its articles of incorporation to create a new class of Series B Preferred Stock consisting of 50,000 shares. This new class features highly dilutive conversion rights in the event of a company sale.
🚩 Red Flags
- Extreme Dilution Risk: The 1,000-to-1 conversion ratio upon a sale event is highly dilutive to existing common shareholders.
- Potential 'Poison Pill' effect: Such terms can be used to discourage acquisitions or heavily penalize common equity holders during an exit.
📋 Key Facts
- Creation of Series B Preferred Stock: 50,000 shares at $0.001 par value.
- Voting Rights: Series B holders have no voting rights and are not entitled to meeting notices.
- Dividends: Series B shares are not entitled to any dividends (cash or stock).
- Conversion Trigger: Automatic conversion of 1 share of Series B into 1,000 shares of Common Stock upon a sale, merger, or acquisition of the company.
- Liquidation Rights: No liquidation preference; Series B ranks pari passu with common shares during winding-up.
CyberloQ Technologies announced it has achieved SOC 2 Type I certification from the AICPA and has filed a second patent application related to fraud prevention in the Medicare/Medicaid sector.
🚩 Red Flags
- Company notes that 'patent pending' status does not guarantee patent issuance or the breadth of claims.
📋 Key Facts
- Achieved System and Organization Controls (SOC) 2 Type I certification from the AICPA on April 23, 2025.
- The certification covers security, availability, processing integrity, confidentiality, and privacy.
- Filed a second patent with the USPTO focused on fraud prevention in the Medicare/Medicaid sector.
- CyberloQ Secure MFA technology is currently under U.S. Provisional Patent Application Nos. 63/750,377 and 63/781,813.
Cyberloq Technologies entered into a non-exclusive software referral agreement with Transact Payments Limited to expand market reach in the EU, UK, and Australia. The filing also notes an intellectual property assignment from an advisor and compensation adjustments for key executives.
🚩 Red Flags
- Executive compensation increases/bonuses in a micro-cap context can be scrutinized if liquidity is tight.
- The patent was assigned by an advisor rather than being independently developed, which may impact valuation of IP assets.
📋 Key Facts
- Entered into a non-exclusive software referral agreement with Transact Payments Limited on February 14, 2025.
- TransactPay to market products in the EU, UK, and Australia in exchange for a 10% commission on sales.
- A Board of Advisors member assigned U.S. Provisional Patent Application No. 63/750,377 ('Authorization of a Physical Card Transaction') to the Company on January 27, 2025.
- President Christopher Jackson's annual base salary increased to $132,000 per year (effective Dec 4, 2024).
- Year-end bonuses of $45,000 each were approved for President Christopher Jackson and VP Enrico Giordano.
Cyberloq Technologies, Inc. has obtained shareholder approval to increase its authorized common stock from 200 million to 300 million shares. The expansion is intended to facilitate capital raises of up to $3,000,000 through the end of 2025 to fund operations and software development.
🚩 Red Flags
- Significant dilution risk: The 50% increase in authorized shares provides the company with substantial capacity to issue new equity, which typically dilutes existing shareholders.
- Capital necessity: The explicit stated need to raise funds just to cover 'expenses moving forward' and fund software development suggests limited cash runway.
📋 Key Facts
- Shareholders approved an amendment to Articles of Incorporation via written consent on July 31, 2024.
- Authorized common stock increased from 200,000,000 to 300,000,000 shares.
- The company intends to raise up to $3,000,000 through future private placements or public offerings.
- Funds are earmarked for operational expenses and upgrading Cyberloq source code/infrastructure.
The Company reports that a lawsuit filed by Mark Carten against Cyberloq Technologies, Inc. (UNN-L-3456-22) has been dismissed without prejudice by the Superior Court of New Jersey as of February 13, 2024.
📋 Key Facts
- Litigation matter: Mark Carten v. Cyberloq Technologies, Inc. (UNN-L-3456-22).
- Court: Superior Court of New Jersey.
- Outcome: Dismissed without prejudice on February 13, 2024.
- Status: The litigation is no longer pending.