Item 1.01Item 1.01 - Entry into Material Agreement
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
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3.1 Amendment to Articles of Incorporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).