8-KFiled Sep 15, 8:00 PM ET

CYBERLOQ TECHNOLOGIES, INC. Restates Convertible Debt; Adopts Dual‑Class Stock

$CLOQ · CYBERLOQ TECHNOLOGIES, INC.

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CYBERLOQ TECHNOLOGIES, INC. Restates Convertible Debt; Adopts Dual‑Class Stock

What Happened

  • CYBERLOQ TECHNOLOGIES, INC. announced two material actions in its September 2026 8‑K. On September 12, 2026 the company entered into amended, restated and consolidated promissory notes (the “Restated Notes”) with holders of its convertible notes to consolidate existing indebtedness and convert accrued interest into equity. On September 15–16, 2026 holders of a majority of the company’s voting power approved, and the company filed, an amendment to its Articles of Incorporation that redesignates existing common stock as Class A Voting Common Stock and authorizes a new Class B Non‑Voting Common Stock.
  • Key dates and mechanics: the Restated Notes bear no ordinary interest from September 1, 2026 through September 1, 2028, are payable in cash on September 1, 2028, and will incur a 12% per annum default interest rate starting September 2, 2028 if unpaid. Accrued and unpaid interest through August 31, 2026 may be converted into common shares at $0.10 per share, and upon issuance of those interest‑conversion shares all prior conversion rights under the old notes are waived and terminated.

Key Details

  • Restated Notes entered: September 12, 2026; cash maturity date: September 1, 2028; no ordinary interest Sept 1, 2026–Sept 1, 2028; default interest 12% p.a. beginning Sept 2, 2028.
  • Interest conversion: accrued/unpaid interest through August 31, 2026 convertible into common stock at $0.10 per share, subject to issuance requirements.
  • Result: upon issuance of the interest‑conversion shares, the company states it will have no outstanding convertible debt (prior conversion rights are terminated).
  • Article 3 Amendment filed: September 16, 2026 — authorized capital now 300,000,000 Class A Voting Common (par $0.001) and 200,000,000 Class B Non‑Voting Common (par $0.001); Series A and B preferred unchanged (30,000 and 50,000 shares). Existing common shares were automatically redesignated as Class A; no Class B shares issued at this time.

Why It Matters

  • Debt treatment: The Restated Notes push cash repayment to September 1, 2028 and convert prior interest into equity at $0.10 per share, reducing immediate cash outflows but increasing potential share issuance. Once conversion shares are issued, the company says it will eliminate outstanding convertible debt.
  • Share structure and control: The Articles amendment creates a large pool of non‑voting Class B shares that the company can issue in the future without diluting voting power of Class A holders. Existing common holders were automatically redesignated as Class A with no change in rights other than the new class names.
  • Investor implications: Investors should note the potential for equity dilution from the interest conversion, the delayed cash obligation through 2028 (and the 12% default rate if unpaid), and the new corporate flexibility to issue non‑voting stock (no Class B shares issued yet). All changes are factual and reflected in the filed amendment and Restated Notes; issuance of conversion shares remains subject to applicable issuance requirements.