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The majority of the increase comes from the recent 59M share traunch, a result of hitting the revenue target.
Outstanding Shares Updated:
Old: 149.571.281 (2023-04-01)
New: 211.587.899 (2023-05-08)
Difference: +41.4629% (+62.016.618)
I see only 149 million shares, according to the website
Fortune favors the bold.
Also, take note:
1. Founder at the helm
1a. Good proportion of recurring revenue
2. GAAP profitable
3.. Sales growing 20%+
4. HUGE TAM
210,000,000 shares outstanding (just received an alert yesterday)
Breaking down the outstanding shares (not the float which is around 80Million shares):
Brian Haugli (and other insiders) own 120M or roughly 60% (HUGE percentage which I really like)
60 Million shares owned by the Paulsen & Co preferred investors (what a lovely way to treat your most valued clients), who bought in at .18cents, and who have warrant optionally at .36 cents.
The remaining 30Million shares are owned by a hodgepodge of investors, including yours truly. My guess is, the bulk of these buyers have a break-even at around .50-.75 cents.
Keep your eye on the reverse split. If they reverse to uplist, then I applaud their efforts.
If they Reverse Split and stay on the sh*t boards, well, that's problematic and it spells continued trouble.
Get the stock up to .50 cents THEN reverse split this offering, while continuing to ramp revenues. If Enclave is viable—and I trust it is—you are looking at a $100M+ market cap, in relatively short order. (Do your own due diligence. This most certainly is NOT advice).
Why is Enclave likely viable?
From Haugli and Hnatiw to Chasteen and Polk, these guys are proven, experienced corporate Jim-dandies who would never, surely, attempt to sell you some hooey.
Their collective names are attached.
Onward.
You can only register if you have a business email. No Gmail or yahoo
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 28, 2023
SideChannel, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-28745 86-0837077
(State or other jurisdiction (Commission IRS Employer
of incorporation or organization) File Number) Identification No.)
146 Main Street, Suite 405, Worcester, MA 01608
(Address of principal executive offices)
Registrant’s telephone number, including area code: (508) 925-0114
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
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(g) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share SDCH N/A
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 Compensatory Arrangements of Certain Officers
On April 28, 2023 the compensation changed for Ryan Polk, our Chief Financial Officer. Mr. Polk’s annual base compensation increased from $150,000 to $175,000 with an effective date of October 1, 2022 and a retroactive adjustment to be included in his April 30, 2023 payroll.
The April 30, 2023 compensation change includes an increase in the annual equity incentive compensation amount from $50,000 to $150,000. Mr. Polk is eligible for his next annual equity incentive compensation grant on June 1, 2023.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Ryan Polk 2023 Compensation Change Authorization
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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.
Dated: May 4, 2023
SIDECHANNEL, INC.
By: /s/ Ryan Polk
Ryan Polk
Chief Financial Officer
Exhibit 10.1
To: Rachel Darrow, Accountant
From: Brian Haugli, CEO
Date: April 28, 2023
Subject: Compensation Changes for Ryan Polk
Effective with the April 30, 2023 payroll, Ryan Polk’s annual base compensation is being increased from $150,000 to $175,000. This increase is retroactive to October 1, 2022 and a catch-up amount should be included in the April 30 payroll to reflect the retroactive application of this increase.
Second, Ryan’s annual equity incentive compensation bonus is being increased from $50,000 to $150,000 effective with his next grant date, June 1, 2023. We will convert the bonus into a quantity of RSU’s using the per share rate specified in our 2023 Equity Incentive Program Policy approved by our Board of Directors in December, 2022.
These two increases correspond to Ryan’s greater participation in the leadership activities and day-to-day tasks necessary to support our growth; however, Ryan will remain a fractional CFO. I discussed this matter with the Compensation Committee of our Board of Directors, incorporated their feedback into my discussions with Ryan, and received their approval for the above changes.
Very true. If he wasn't as greedy and kept reinventing the company, we would not be where we are today. Amazing how much can change in 3 years
MDL was a necessary evil in this journey.
Without his greed and desire to screw the shareholders we would've never gotten fully audited and filing.
That took 2 years+
He got us off of the pinks.
So eventhough he was doing it for the wrong reasons he did move us forward.
I agree with everything you stated, not a dig on Brian and his team. Don’t need to be a savvy investor to know the difference between the clowns that sold us snake oil and the folks trying to build a successful company with a solid product.??..every time I watch The Wolf of Wall Street I laugh at the pink sheets being sold out of that garage scene. I was the blue collar dip s*** on the other end of the phone, so I’m only laughing at myself. I’m glad a handful of people made some quick cash. Lessons learned..
Brian's transparency is very refreshing. Especially after what we have been through when the criminal was in charge. Thanks Brian we appreciate your effort.
Thank Brian. I only brought up the PEC because of that is what the investors were told in the past. Thats why you keep getting the same repreated questions about the PEC which I realize must be frustrating.
I realize you had no role in it and it is in the past. With regards to selling the product to another company, I was only referring to the PEC. Basically, what I was asking is if SideChannel doesn't see much value in it from a business standpoint, would another company be interested in buying it to add cash to SideChannel's balance sheet to pursue other endevours, acquisitons? Howver, maybe, a SideChannel customer in the future might request the PEC with Enclave, but as you say, it probably makes more sense to offer NIST endorsed encryption software in your prodcuts, espcially if they are open source (free). That may also reduce the liability to SideChannel by using a NIST endorsed algorithm.
Best,
Thanks for the follow-up. I've stated in the investor day call and the calls each quarter; I can't speak to what Cipherloc did or was prior to July 1, 2022 when we merged and became SideChannel, Inc. I was not part of that legacy company or vision. Shareholders and the public need to view this as a new public company, with revenue, a business strategy, and a mission that's being executed by a professional team with a solid track record for success.
FIPS 140-2 certification is one, and a key requirement, that the US Federal government expects met for certain software usage and procurement. A FIPS 140-2 certification isn't an endorsement by NIST. It means that the software meets the requirements outlined in FIPS 140-2 (https://csrc.nist.gov/publications/detail/fips/140/2/final). NIST sets the standard and publishes it; they are a standards body. It's up to a company and a 3rd party auditor or assessor to review if a product or solution then meets the FIPS 140-2 standard as published by NIST.
The old days of lies and misconceptions are long gone here at SideChannel. It pains us all what we went through to get to where we are now. But Brian is no liar. Brian is a straight up guy. Transparency has been one of his best qualities as CEO.
It’s not fair to Brian and his new crew to have to go through the rehashing of the criminal and his lies.
Quote…….
Just hold tight buddy! We’re on the verge of signing a multi billion dollar deal with Datapath!!
Just hold tight buddy! We’re on the verge of signing a multi billion dollar deal with Datapath!!
In response to the first paragraph , I understand these are “risky investments, and we need to do our own due diligence”, but what happens when you are straight up lied to? Is it only the investors who get punished? Or does the company selling you snake oil share any blame?
Thanks for the update as always Brian. With regards to the polymorphic encryption product, for years Cipherloc told us that this was a breakthrough product that would change the landscape and be worth billions. Now we are being told that it didn't enter the NIST competition, and may not have much monetizing value. Furthermore, since NIST products have to be open source (free?), maybe there was no money to be made there in the first place--purely speaking as an investor. Which then makes Cipherloc investors feel lied to.
Now if the product is not a NIST competition winner but is FIPS-140-2 certified(also done by NIST?) then does that mean that NIST still endorses the product as being good? Maybe there is value in selling it to a company like Apple that prides its itself at offering a "premium experience" ? Or can it be marketed as part of Enclave as a "premium product--ie. better than NIST standard, or maybe that is a bad strategy.
I realize you maybe can't comment on some of this, but that is why you keep getting the questions about the polymorphic encryption product.
We appreciate the color and understand your limitations vis a vis comments, as we near the quarterly report.
Continued growth. Onward and upward. Week after week. Month after month. Quarter after quarter. Year after year.
Is there any better time to get in on this? Me thinks not.
SideChannel Inc. Announces $2M in New Revenue, Restructures to Meet Business Demand
The company moves former EVP of Sales & Marketing, David Chasteen to product and services team to expand capacity, promotes Trent Bowling to SVP of Sales
WORCESTER, MA / ACCESSWIRE / April 26, 2023 / SideChannel Inc. (OTCQB:SDCH) announces total new annualized revenue for subscribers signed this fiscal year of $2.0 million dollars.
The provider of cybersecurity tools and services reports an increasing number of clients that require an expanded service delivery team. To meet the demand, the firm continues to grow the team of principal consultants, and is altering the structure of its executive team to better serve its clients.
Trent Bowling is promoted to senior vice president of sales. David Chasteen, former executive vice president of sales and marketing is moving away from sales and marketing to serve the growing portfolio of clients. The executive vice presidents, sales, and marketing all report directly to the CEO. The new structure allows the company to cover more ground with the same resources in place.
"I am grateful to our team for their flexibility and commitment to building a great experience for our clients," said CEO Brian Haugli. "I want to thank David Chasteen. David's outstanding contributions have positioned us to grow new functions important to our business. Of course, the reward for good work is more work. Congratulations to Trent Bowling, who now leads a team whose function is critical to our success."
The company previously reported quarterly revenue growth of 48 percent year-over-year, for the for the quarter ended December 31, 2022. Total revenue for the trailing twelve months ended December 31, 2022 was $5.3 million dollars.
SideChannel recently hosted Investor Day where CEO Brian Haugli and CFO Ryan Polk shared strategic priorities, operations updates, and other recent developments. A replay of Investor Day is available at https://bit.ly/sdchinvestorday.
About SideChannel
SideChannel creates top-tier cybersecurity programs for mid-market companies to help protect their assets. SideChannel employs a combination of skilled and experienced talent, technology tools and battle-tested processes to offer SideChannel Complete, a comprehensive suite made for hardening a companies' defenses against cybercrime in its many forms. SideChannel's team of C-suite-level information security officers possess a combined 400+ years of experience in the industry. SideChannel also offers Enclave; a network micro segmentation solution that simplifies securing a network in a zero-trust model. Learn more at sidechannel.com.
Interested investors and shareholders are encouraged to sign up for press releases and industry updates by registering for email alerts at https://investors.sidechannel.com/alerts and by following SideChannel on Twitter and LinkedIn.
Investor Contact
Investor Relations Team
ir@sidechannel.com
SOURCE: SideChannel
We are in the process of finalizing our next 10Q, so I'm limited in my responses (as a reference, this will be standard going forward as we enter this time each quarter).
NIST did identify the standard for PQC, but they haven't finalized it yet. Enclave has the capability to include different encryption algorithms. This would allow customers to select the algorithm they want to use to secure their environment, network, and/or traffic as they microsegment. We will be advancing the availability of PQC in Enclave as part of our current R&D roadmap.
From the Abstract:
Now that the NIST PQE standard has been identified, shouldn’t Side Channel currently be deploying their FIPS certified offering to their customer base? If they possess a truly quantum-ready solution, why don’t we hear more about it from Corporate? Or I could be wrong about the AES algorithm? Please provide some color, Brian, or others who are in the know. TiA.
On a TA note, the stock is creeping towards its 50 day MA. Sellers are exhausted, me thinks. Float is getting soaked up. Nice.
I was able to buy a little bit more myself
I'm proud to say that I bought alot more yesterday and today
I understand your frustration. It's warranted.
Also keep in mind less than $10k traded hands today. Stocks during this phase move wildly in both directions. I'm not sure if SDCH has a PR dept. . . or maybe it's just reserved :)
Looking ahead, I except a top line revenue increase of 30-40% (if inline with current performance). Yearly revs of roughly $8-10M creates tremendous opportunity. A nascent cybersecurity stock trading 1:1 with revs, combined with a 30-40% growth rate is unheard of. More commonly a 5-10x multiple (at least) is the norm.
Let's do the numbers:
5x revs: .25 cent share price
10x revs: .50 cent s/p (~$75M market cap)
This assumes there's no dilution. Since they have a few $million in the bank I don't foresee any reason to dilute. M&A might happen but I would expect those moves to be accretive.
As for CEO Mr. Haugli’s ethics, the BSA motto includes “being an honorable citizen of strong character.” A friend shared he was an Eagle Scout (btw that's no easy task). I know two Eagle Scouts. One is an exec with a F500 and the other is an incredibly skilled craftsman (and a real gent to boot).
I don't know the CEO but he strikes me as honest and forthright. And for our sake, let's hope I'm right!
NOT INVESTMENT ADVICE. DO YOUR OWN DD.
I wonder how MDLG and Carlson are doing?
.
Just checked price for the first time in weeks... $.066
Six point six cents. Didn't think it could go any lower than eight cents. Please tell me, do we need to reach bottom first before we can climb? Is this the bottom?
It sucks to realize we are all a bunch of suffering fools, just like Brian Haugli stated when he joined this board. Thanks, Brian, for everything you have done to keep stock price from tanking further. While we are all suffering, how is your bank account doing? Are you on track to meet your big bonus? Do you have a conscience? Any sense of duty? Have you ever considered forfeiting the bogus bonus due to your performance on stock price being so bad? How is it you continue to enrich yourself while the shareholders pockets are being shaken for nearly every penny of value?
They have to report by may 15
I'm guessing they will report in early/mid-May.
They just closed q2 on March 31, how could they file a 10q so quickly? What's the conference call info? There's nothing on the site about that.
Keeping someone like Wilkinson, a CPA by profession, made a lot of sense because of the merger with Side Channel. Accounting issues (among other things) often arise when companies merge or change hands, so it is helpful to have previous leadership available for guidance / support.
I meant to ask that last part as a question. Why keep Tom on if this is a new company, what would he transition? It's more my lack of experience seeing anything about board changes, so could be normal. It's positive in my view what SideChannel is doing. Hopefully more news comes out.
Thanks Knicks. You are correct in every respect.
it wasn't monthly and looks like it's similar to the director pay while he's a consultant through the end of the year. The 500k rsu were already awarded and now get vested. keeping him around for knowledge and transition, but not as a board member.
Mr. Wilkinson shall receive (i) three $15,000 installments to be paid on June 30, 2023, September 30, 2023, and December 31, 2023, respectively, and (ii) immediate vesting of 500,000 restricted stock units awarded to Mr. Wilkinson on July 2, 2022 which were previously scheduled to vest pro-ratably over three years from June 1, 2023 through June 1, 2025.
It’s been public now for quite awhile. She’s from IBM and a quality Chairperson.
Sidechannel is in great hands from top to bottom.
It’s my understanding that Mr. Wilkinson will continue to draw a modest salary during the transition to the new chairman of the board. If memory serves, it’s somewhere in the neighborhood of 4 to 5 months. So, Mr. Wilkinson’s monthly $15K ? will end soon . . . or maybe it already has?
Some may not be aware that Wilkinson received 500,000 shares (at .18c ?) which was part of the negotiation/ transfer of leadership. At today’s stock price that equates to roughly $30k. I’m guessing Tom Wilkinson sees his considerable time arranging for the eventual merger / sale with Cipherloc is worth more than $30k.
i saw on the 12/30/22 8k and 2/21 DEF 14A that Tom was leaving as chair and the board entirely. I get the sense theres an overtly negative view here that won't look at public data.
still not seeing the updates to this page. guess there's more accurate information elsewhere. should we not view this page as accurate going forward?
Wilkinson replaced by Chairwoman, secretly made a Consultant?
Investor Relations/Marketing/Communications
Investor Brand Network (IBN)
8033 Sunset Blvd., Suite 1037
Los Angeles, CA 90046
Securities Counsel
Lippes Mathias
Albany, NY 12207
Message in reply to:
What was updated? Looks like just the common shares outstanding. Still shows Tom listed and as chair, the IR team doesn't look right.
What was updated? Looks like just the common shares outstanding. Still shows Tom listed and as chair, the IR team doesn't look right.
Intro page updated. Bid is still low.
It’s important to know where SDCH came from, to appreciate where it’s going.
Best of luck to everyone!
why is this still here? who updates the board intro language? a lot looks old, like the board, shares, and investor relation people.
Does anyone know what happened to the advisory board? Are they still advising?
No, John no longer is working with the company after the merger last year. The team in place can be found here: https://sidechannel.com/about/team/
The Board can be found here: https://investors.sidechannel.com/corporate-governance
Anyone know if John Heltzel, an advisor with Los Altos, remains on the Side Channel payroll, post merger?
March 30, 2023 12:28 PM
SideChannel rolls out new products for Zero Trust cybersecurity initiatives
--News Direct--
SideChannel CEO Brian Haugli joins Proactive's Natalie Stoberman to share how the company has been expanding its cybersecurity offerings.
SideChannel creates top-tier cybersecurity programs for mid-market companies to help them protect their assets. SideChannel's team of C-suite-level information security officers possess a combined experience of over 400 years in the industry. To date, SideChannel has created more than 50 multilayered cybersecurity programs for its clients.
CONTACT DETAILS
Proactive Investors
+1 604-688-8158
na-editorial@proactiveinvestors.com
View source version on newsdirect.com: https://newsdirect.com/news/sidechannel-rolls-out-new-products-for-zero-trust-cybersecurity-initiatives-574960631
Business Description: SideChannel, Inc. (the “Company” or “SideChannel”). Effective July 5, 2022, the Company changed its name to “SideChannel, Inc.” following its acquisition of SideChannel, Inc., a Massachusetts corporation, on July 1, 2022. SideChannel is committed to creating top-tier cybersecurity programs for mid-market companies to help them protect their assets.
Our mission is to make cybersecurity easy and accessible for mid-market companies, a market that we believe is currently underserved. We believe that our cybersecurity offerings will identify and develop cybersecurity, privacy and risk management solutions for our customers. We anticipate that our target customers will continue to need cost effective security solutions. We intend to provide more tech-enabled services to address the needs of our customers, including third-party risk management, due diligence, privacy, threat intelligence, and managed end-point security solutions. To supplement our legacy licensing program, we are building our own applications that we intend to sell directly to enterprises and managed security service providers. Enclave our first internally launched product, is designed to be an easy-to-use platform for organizations that are seeking to control communication between devices; and to fully encrypt traffic between those devices. Enclave is designed to provide a simple and cost-effective solution for multiple devices, as compared to current complex cost-prohibitive solutions, which we believe require technical personnel to operate. Enclave is designed to make microsegmentation available to everyone at a low cost, and with minimum technical administration.
IR Page: https://investors.sidechannel.com/
IR Email: ir@sidechannel.com
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The CEO, directors, and officers of the Company will hold office until additional members or officers are duly elected. The background and principal occupations of the directors and officers of the Company are as follows:
Debbie MacConnel, Chairwoman of the Board, Independent Director, has been involved in the computer industry for 34 years, retiring recently from the IBM Corporation after 28 years. Prior to her retirement, Ms. MacConnel was instrumental in transforming information technology for IBM’s human resources function, which supported up to 450,000 employees. Ms. MacConnel’s team at IBM was also responsible for transforming the succession planning process for executive selection and promotion, along with enhancing the processes for mergers and acquisition management and talent acquisition. Ms. MacConnel qualifies as an independent member of the Company’s Board of Directors. LinkedIn bio: https://www.linkedin.com/in/debbie-macconnel/
Brian Haugli, Director, President & Chief Executive Officer, has been the CEO of SideChannel since September 2017. Since October 2020, Mr. Haugli has been the founder of RealCISO, a cybersecurity risk assessment SaaS platform, and has been the creator and host of #CISOlife YouTube and Podcast since August 2019. Mr. Haugli was an Adjunct Professor at Boston College from June 2020 through January 2022, an advisor to Zscaler from September 2019 to 2020, and worked for the Hanover Group from May 2015 to April 2019, most recently as VP, Chief Security Officer. LinkedIn bio: https://www.linkedin.com/in/brianhaugli/
Ryan Polk, Chief Financial Officer, brings more than 25 years of experience in executive and financial roles at companies ranging from emerging growth to the Fortune 500. Mr. Polk has been the principal of Perissos Partners, an executive consulting firm, since June 2017. While at Perissos, Mr. Polk served in CFO roles at Generation Next and Cellpoint Corporation. From July 2011 to May 2017, Mr. Polk served in executive roles in the portfolio companies owned by Lacy Diversified, a family office based in Indianapolis, IN which actively managed investments in distribution, light manufacturing, and supply chain management with combined revenue approaching $2 billion. He also led the mergers and acquisition team for Lacy. From August 2008 to June 2011, Mr. Polk served as the Vice President for Corporate Financial Planning and Analysis for Brightpoint, a publicly traded, Fortune 500 mobile device logistics company, based in Indianapolis, IN prior to its sale to Ingram Micro. He began his career at Ernst & Young in the firm’s tax consulting group. Mr. Polk earned a Bachelor of Science in Accounting and Industrial Management from Purdue University – Krannert School of Management in 1990. Mr. Polk is also a certified public accountant (inactive). LinkedIn bio: https://www.linkedin.com/in/ryan-polk/
Hugh Regan, Independent Director, recently retired from his role as Secretary, Treasurer and Chief Financial Officer of inTEST Corporation, a publicly traded manufacturer of capital equipment used in the semiconductor industry and other markets, and currently works as a private consultant to businesses, assisting them with various strategic issues. Mr. Regan served in his roles at inTEST for just over 25 years, from April 1996 until June 2021. From 1985 to April 1996, Mr. Regan served in various financial capacities for Value Property Trust, a publicly traded real estate investment trust, including Vice President of Finance from 1989 to September 1995 and Chief Financial Officer from September 1995 until April 1996. Mr. Regan qualifies as an independent member of the Company’s Board of Directors and will serve as the Chairperson of the Company’s Audit Committee. LinkedIn bio: https://www.linkedin.com/in/hugh-regan-50a1201/
Kevin Powers, Independent Director, is the founder and director of the Master of Science in Cybersecurity Policy and Governance Programs at Boston College and is an Assistant Professor of the Practice at Boston College Law School and in Boston College’s Carroll School of Management’s Business Law and Society Department. Mr. Powers is also a Cybersecurity Research Affiliate at the MIT Sloan School of Management, and he has taught courses at the U.S. Naval Academy, where he was also the Deputy General Counsel to the Superintendent. Mr. Powers qualifies as an independent member of the Company’s Board of Directors. LinkedIn bio: https://www.linkedin.com/in/kevin-powers-54893a8/
5/17/22 - 87,560,647
4/3/23 - 149,571,281
11/24/23 - 214,041,082
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