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  4. [8-K] CYBERLOQ TECHNOLOGIES, INC. Reports Material Event

Cyberloq to convert note interest at $0.10 a share

Cyberloq restructures its convertible debt into non‑interest‑bearing notes through 2028 and creates new dual common stock classes while preserving existing holders’ rights.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CYBERLOQ TECHNOLOGIES, INC. (CLOQ) amended and consolidated all outstanding convertible notes into new promissory notes that bear no ordinary interest from September 1, 2026 through September 1, 2028, with the consolidated principal due in cash on September 1, 2028 and subject to 12% default interest thereafter if unpaid.

Accrued and unpaid interest through August 31, 2026 will convert into common stock at a $0.10 per share price, after which all prior conversion rights are terminated, leaving the company with no outstanding convertible debt once those shares are issued. The company also amended its Articles of Incorporation to authorize 300,000,000 Class A Voting Common shares and 200,000,000 Class B Non-Voting Common

All existing common shares were automatically redesignated as Class A Voting Common Stock with unchanged economic and voting rights. The new Class B Non-Voting Common Stock carries no voting, dividend, distribution, or liquidation rights, and no conversion or exchange rights, and no Class B shares were issued in connection with this change.

Positive

  • All outstanding convertible debt will be eliminated once interest converts at $0.10 per share and prior conversion rights are terminated, reducing overhang from potential equity dilution.
  • Consolidated promissory notes bear no ordinary interest from September 1, 2026 through September 1, 2028, easing near‑term cash interest obligations for Cyberloq Technologies, Inc.

Negative

  • None.

Filing Explained

The charter amendment is effective without issuing Class B shares; the cash obligation due September 1, 2028 is not sized.

The note restatement was signed on September 12, 2026, and the charter amendment became effective on September 16, 2026; existing common shares were redesignated as Class A Voting Common, while no Class B shares were issued.

As of June 30, 2026, the company had $49,975 of cash and used $56,974 in operating cash during the second quarter, equal to 79.8 days of the last reported quarterly operating cash use at that rate.

The filing does not state the consolidated principal amount, so this historical cash comparison cannot size the cash obligation due on September 1, 2028; the remaining note-related transition is issuance of the shares due for accrued interest, subject to the stated issuance requirements.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate $49,975 / ($56,974 / 91) = 79.8 days
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Conversion price for accrued interest $0.10 per share Accrued and unpaid interest through August 31, 2026 converts into common stock at this price
Default interest rate on Restated Notes 12% per annum Applies beginning September 2, 2028 if principal due September 1, 2028 is not paid
Interest-free period on Restated Notes September 1, 2026 to September 1, 2028 Consolidated principal bears no ordinary interest during this period
Authorized Class A Voting Common Stock 300,000,000 shares Authorized following the amendment of Article 3 of the Articles of Incorporation
Authorized Class B Non-Voting Common Stock 200,000,000 shares Authorized as a new non-voting, non-dividend-bearing common stock class
Authorized Series A Preferred Stock 30,000 shares Par value $0.001 per share, unchanged in the Article 3 amendment
Authorized Series B Preferred Stock 50,000 shares Par value $0.001 per share, unchanged in the Article 3 amendment
Approval date for Article 3 amendment September 15, 2026 Date majority voting power approved amendment by written consent
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
convertible notes financial
"promissory notes with all holders of the Company’s convertible notes."
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
default interest financial
"will bear default interest at a rate of 12% per annum"
Default interest is an extra, higher interest rate that kicks in when a borrower fails to make required payments or otherwise breaches loan terms. Think of it as a penalty interest or late fee that increases the cost of unpaid debt, causing overdue balances to grow faster. Investors care because default interest raises potential recoveries, affects cash flow timing, and signals heightened credit risk that can change a loan or bond's value.
Class B Non-Voting Common Stock financial
"200,000,000 shares of Class B Non-Voting Common Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt restructuring did CLOQ announce on September 16, 2026?
Cyberloq Technologies, Inc. entered into amended, restated, and consolidated promissory notes with all holders of its convertible notes. Principal bears no ordinary interest from September 1, 2026 through September 1, 2028 and is due in cash on September 1, 2028, with 12% default interest thereafter if unpaid.

How will Cyberloq’s accrued interest under the old convertible notes be handled?
Accrued and unpaid interest through August 31, 2026 will convert into common stock at a $0.10 per share conversion price, subject to each Restated Note and issuance requirements. After these interest‑conversion shares are issued, all prior conversion rights under the old notes are waived and terminated.

Will Cyberloq (CLOQ) still have convertible debt after this transaction?
Cyberloq Technologies, Inc. states that as a result of the Restated Notes and termination of prior conversion rights, it will have no outstanding convertible debt once the shares due under the Restated Notes for interest conversion are issued.

What changes did CLOQ make to its authorized share structure?
The company amended Article 3 of its Articles of Incorporation to authorize 300,000,000 Class A Voting Common shares, 200,000,000 Class B Non-Voting Common shares, 30,000 Series A Preferred shares, and 50,000 Series B Preferred shares, each with a par value of $0.001 per share.

How are existing CLOQ common shareholders affected by the new Class A and Class B shares?
Each existing common share was automatically redesignated as one Class A Voting Common share. The company states this redesignation does not alter voting, economic, or other rights of current holders. No Class B Non-Voting Common shares were issued at this time.

What rights does Cyberloq’s new Class B Non-Voting Common Stock have?
Class B Non-Voting Common Stock has no voting rights, no right to receive notice of, attend, or vote at stockholder meetings, no conversion or exchange rights, and no rights to dividends, other distributions, or liquidation payments. No Class B shares were issued in this action.

How was the amendment to Cyberloq’s Articles of Incorporation approved?
On September 15, 2026, holders of a majority of the company’s voting power approved, by written consent without a meeting, the amendment and restatement of Article 3 of the Articles of Incorporation that established the new share authorizations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false --12-31 0001437517 0001437517 2026-09-16 2026-09-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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) September 16, 2026

 

CYBERLOQ TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

000-56264   26-2118480

(Commission

File Number)

  

(IRS Employer

Identification No.)

     
4837 Swift Road Suite 210-1, Sarasota, FL   34231
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (612) 961-4536

 

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   CLOQ   OTCQB

 

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))

 

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 September 12, 2026, Cyberloq Technologies, Inc. (the “Company”) entered into amended, restated, and consolidated promissory notes (collectively, the “Restated Notes”) with all holders of the Company’s convertible notes. Each Restated Note amends, restates, consolidates, supersedes, and replaces the applicable prior promissory notes of the relevant holder. The Restated Notes are not intended to constitute a novation of, or release, the applicable consolidated principal indebtedness.

 

Under the Restated Notes, the consolidated principal amount for each holder bears no ordinary interest from September 1, 2026 through September 1, 2028, is due and payable in cash on September 1, 2028, and will bear default interest at a rate of 12% per annum beginning September 2, 2028 if not paid when due.

 

The Restated Notes also provide for the conversion of accrued and unpaid interest through and including August 31, 2026 into shares of the Company’s common stock at a conversion price of $0.10 per share, subject to the applicable Restated Note and satisfaction of applicable issuance requirements. Upon issuance of the interest-conversion shares, all other conversion rights under the applicable prior notes are waived and terminated as provided in the applicable Restated Note.

 

As a result of the Restated Notes and the termination of those prior conversion rights, the Company will have no outstanding convertible debt once the shares due under the Restated Notes are issued.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 16, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State (the “Article 3 Amendment”). The Article 3 Amendment amends and restates Article 3 of the Company’s Articles of Incorporation.

 

Before the Article 3 Amendment, Article 3 authorized 300,000,000 shares of Common Stock, par value $0.001 per share, 30,000 shares of Series A Preferred Stock, par value $0.001 per share, and 50,000 shares of Series B Preferred Stock, par value $0.001 per share.

 

Following the effectiveness of the Article 3 Amendment, the Company is authorized to issue:

 

●300,000,000 shares of Class A Voting Common Stock, par value $0.001 per share;
●200,000,000 shares of Class B Non-Voting Common Stock, par value $0.001 per share;
●30,000 shares of Series A Preferred Stock, par value $0.001 per share; and
●50,000 shares of Series B Preferred Stock, par value $0.001 per share.

 

Upon the effectiveness of the Article 3 Amendment, each share of the Company’s Common Stock issued and outstanding immediately before the effectiveness was automatically redesignated as one share of Class A Voting Common Stock, without any action by the holder. The Article 3 Amendment does not alter the voting, economic, or other rights of the holders of the Company’s outstanding Common Stock immediately before its effectiveness, except for that redesignation.

The Class B Non-Voting Common Stock has no voting rights, and its holders are not entitled to receive notice of, attend, or vote at stockholder meetings. The Class B Non-Voting Common Stock has no conversion, exchange, or automatic-conversion rights; no right to dividends or other distributions; and no right to distributions or payments on liquidation, dissolution, or winding up. No shares of Class B Non-Voting Common Stock were issued at this time.

 

The foregoing description of the Article 3 Amendment is qualified in its entirety by reference to the text of the Article 3 Amendment, which is filed as Exhibit 3(i) to this Current Report on Form 8-K.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On September 15, 2026, the holders of a majority of the Company’s voting power approved by written consent, without a meeting, the amendment and restatement of Article 3 of the Company’s Articles of Incorporation described in Item 5.03 of this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
     
3.1   Amendment to Articles of Incorporation
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

 

CYBERLOQ TECHNOLOGIES, INC.

(Registrant)

     
  By: /s/ Christopher Jackson
    Christopher Jackson, President
     
Date: September 16, 2026    

 

 

 

Source: View Original Filing on SEC EDGAR

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