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Poised for a huge upward move here.
This is the year of the huge expansion of SideChannel.
#legitimate
I've never been so positive.
This is definitely a when and no longer an if.
Once again I personally thank you Brian. This venture has been crazy to say the least and now we will have a 4 Star General on our board. One word comes to mind about what our company is now..... LEGIT.
Thank you for posting Brian, we all appreciate your transparency.
My votes will be yes across the board also.
1.1 million shares traded before 11am.
Something tells me we are getting noticed. ;)
Share price is crazy.
https://www.linkedin.com/posts/brianhaugli_sdch-sidechannel-inc-10-k-2023-12-27-activity-7145904180610703360-zuyw?utm_source=share&utm_medium=member_ios
I might add that there are some interesting comments to this post by Brian.
SideChannel Exchanges 2021 Warrants for Common Stock and New Warrants
WORCESTER, MA / ACCESSWIRE / December 27, 2023 / SideChannel, Inc. (OTCQB:SDCH) ("SideChannel"), a leading provider of cybersecurity services and technology to emerging and middle market companies, announced the successful completion of a tender offer with holders of certain 2021 warrants.
On November 7, 2023, SideChannel announced a tender offer to 101 investors who collectively possess 55.5 million warrants issued in 2021 with an exercise price of $0.36 and expiration dates between March 31, 2026 and April 16, 2026. The tender offer closed at 5:00 p.m., Eastern Time, on December 26, 2023, with 76 investors receiving, on a combined basis, approximately 7.3 million shares of common stock and 17.4 million new warrants in exchange for tendering 43.5 million 2021 warrants (78.4% of the total 2021 warrants).
"Our growth and industry leadership are positioning SideChannel for strategic opportunities. The 2021 warrants contain toxic terms that limit our options and impede our ability to take advantage of these opportunities. We have alternatives for working around the roadblocks presented by these warrants that don't involve the warrant holders, but we chose to work with these investors on a solution and we are appreciative of their support," said Brian Haugli, SideChannel's CEO. He added, "We are mindful of the patience investors have had with our company as we work through the merger and continue advancing Enclave. Our tender offer allows these investors to get immediate value from their 2021 warrants and increase their potential to benefit from our future successes."
The common stock issued through this tender offer represents approximately 3.3% of the total outstanding shares after the tender offer. The new warrants received by investors have an $0.18 exercise price, expire on December 31, 2028, have no restrictions on a cashless exercise, and feature an automatic conversion into common stock if the bid price exceeds $0.36 for 30 consecutive days.
About SideChannel
SideChannel helps emerging and mid-market companies protect their assets. Founded in 2019, the Company delivers comprehensive cybersecurity plans through a series of actions branded, SideChannel Complete.
SideChannel deploys a combination of skilled and experienced talent, and technological tools to offer layered defense strategies supported by battle-tested processes. SideChannel also offers Enclave; a network infrastructure platform that eases the journey from zero to zero-trust. Learn more at sidechannel.com.
Investors and shareholders are encouraged to receive to press releases and industry updates by subscribing to the investor email newsletter and following SideChannel on X and LinkedIn.
SideChannel
146 Main Street, Suite 405
Worcester, MA 01608
Investor Contact
Ryan Polk
ir@sidechannel.com
All I want for Christmas is a blow out Q.
Please.
Looking forward to seeing what changes we will see in our Board of Directors. Maybe the update will come in our soon to be released Q?
I think we are at the low point. Nowhere but up from here.
Looking forward to a strong Q....probably next week.
Loaded up again yesterday. I only see an upside from here. I've averaged down tremendously from the old nsct days.
Good luck to everyone and wishing everyone a Very Merry Christmas and a Happy New Year.
Heavy trading today.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SIDECHANNEL, INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))
Warrants to Purchase Common Stock with an Exercise Price of $0.36
(Title of Class of Securities)
N/A
(CUSIP Number of Warrants)
Ryan Polk
Chief Financial Officer
SideChannel, Inc.
146 Main Street, Suite 405
Worcester, MA 01608
Phone: (508) 925-0114
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
with a copy to:
Michael E. Storck, Esq. Paul J. Schulz, Esq. Lippes Mathias LLP
50 Fountain Plaza, Suite 1700
Buffalo, New York 14202
(716) 853-5100
CALCULATION OF FILING FEE
Transaction valuation* $4,463,442.48; Amount of filing fee* $658.80
* Estimated for purposes of calculating the amount of the filing fee only. SideChannel, Inc. (“SideChannel” or the “Company”) is offering to holders of certain of its warrants, as more fully described herein, the opportunity to exchange such warrants for shares of the Company’s common stock, par value $0.001 per share (“Shares” or “Common Stock”) by tendering six (6) warrants with an exercise price of $0.36 in exchange for one (1) share of our Common Stock and to exchange such warrants for new warrants (“New Warrant” or “New Warrants”) by tendering two and one-half (2.5) warrants with an exercise price of $0.36 in exchange for one (1) New Warrant. The amount of the filing fee assumes that all outstanding warrants that are the subject of the offer will be exchanged and is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction value was determined assuming that all warrants to purchase SideChannel’s Common Stock eligible to participate in the Offer are exchanged, and that the approximately 9,276,824 Shares issued as a result of the Offer have an aggregate value of $463,841.20 calculated based on the average of the low and high trading price on October 31, 2023 which was $0.05, and that the approximately 22,219,896 New Warrants issued as a result of the Offer have an aggregate value of $3,999,581.28 calculated using an exercise price of $0.18.
The amount of the filing fee, calculated in accordance with Rule 0-11(b) under the Exchange Act, equals $147.60 per million dollars of the transaction valuation.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
? Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
? third-party tender offer subject to Rule 14d-1.
? issuer tender offer subject to Rule 13e-4.
? going-private transaction subject to Rule 13e-3.
? amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ?
SCHEDULE TO-I
Amendment No. 3
This Amendment No. 3 (this “Amendment”) amends the Tender Offer Statement (together with any amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on November 7, 2023 by SideChannel, Inc., a Delaware corporation (the “Company” or “SideChannel”).
This Schedule TO relates to the offer by the Company to holders of certain of the Company’s outstanding warrants (“2021 Investor Warrants”). The offer is made upon the terms and subject to the conditions set forth in the Company’s offer to exchange, dated November 6, 2023 (the “Offer to Exchange” or “Offer”), and in the related Offer to Exchange materials which are filed as Exhibits (a)(1)(B), (a)(1)(C), (a)(1)(F) and (a)(1)(H) to this Schedule TO (which the Offer to Exchange and related Offer to Exchange materials, as amended or supplemented from time to time, collectively constitute the “Offer Materials”).
The 55,549,615 2021 Investor Warrants subject to our Offer to Exchange consist of warrants to purchase an aggregate of 55,549,615 Shares issued to certain investors in 2021 with a five (5) year term and with an exercise price of $0.36. Under the Offer to Exchange, the holders of the 2021 Investor Warrants will be entitled to receive one (1) share of Common Stock for each six (6) 2021 Investor Warrants exchanged (“Investor Exchange Ratio for Stock”) and one (1) New Warrant (attached as Exhibit (a)(1)(F)) for each two and one half (2.5) 2021 Investor Warrants exchanged, exercisable for five (5) years at an exercise price of $0.18 per share (“Investor Exchange Ratio for Warrants”). The Investor Exchange Ratio for Stock and the Investor Exchange Ratio for Warrants are collectively referred to as the “Investor Exchange Ratios.” The “Offer Period” is the period commencing on November 6, 2023 and ending at 5:00 p.m., Eastern Time, on December 15, 2023, or such later date to which the Company may extend the Offer (the “Expiration Date”). If all of the 2021 Investor Warrants are tendered, the Company will issue approximately 9,267,824 Shares and 22,219,896 New Warrants. The Investor Exchange Ratios were selected by the Company in order to provide the holders of the 2021 Investor Warrants with an incentive to exchange the 2021 Investor Warrants.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and 11
The Offer to Exchange and Items 1 through 9 and 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Exchange, are hereby amended by adding the following text thereto:
“On December 11, 2023, the Company decided to waive the all or nothing requirement stated in the Offer to Exchange and provide 2021 Investor Warrant holders ten (10) business days to respond to this amendment. As such, the Company extended the Expiration Date of the Offer. The Offer was previously scheduled to expire at 5:00 p.m., Eastern Time, on December 15, 2023. The Expiration Date has been extended until 5:00 p.m. Eastern Time on December 26, 2023.
The Company will close the Offer on the Expiration Date and intends to issue the Shares and New Warrants to 2021 Investor Warrant holders who have submitted Letters of Transmittal by the Expiration Date on or before December 28, 2023.
The Company has indicated that as of 5:00 p.m., Eastern Time, on Friday December 8, 2023, approximately 37,512,388 warrants had been validly tendered into and not validly withdrawn from The Offer, representing approximately 67.5% of the Warrants.”
Amendments to the Offer to Exchange and Exhibits to the Schedule TO
The references to “all” 2021 Investor Warrants set forth in the Offer to Exchange (Exhibit (a)(1)(H)) and the related Exhibits to this Schedule TO each as amended by prior amendments to the Schedule TO, are hereby replaced with “at least 65%”.
Exhibit (a)(1)(K), Email from the Chief Executive Offer to 2021 Investor Warrant Holders, has been added to the Schedule TO.
Exhibit (a)(1)(L), Email from the Chief Financial Officer Announcing the At Least 65% Requirement, has been added to the Schedule TO.
Item 12. Exhibits.
Exhibit Description
(a)(1)(K) Email from Chief Executive Officer to 2021 Investor Warrant Holders *
(a)(1)(L) Email from Chief Financial Officer Announcing the At Least 65% Requirement *
* Filed herewith.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
SIDECHANNEL, INC.
Date: December 11, 2023 By: /s/ Ryan Polk
Name: Ryan Polk
Title: Chief Financial Officer
ATTACHMENTS / EXHIBITS
ex99a1k.htm
ex99al.htm
I posted it
Today SideChannel welcomes Aaron Ansari to the team!
Aaron possesses extensive technical expertise in #cybersecurity, honed through years of experience in the financial services sector. His current role as a Principal Consultant (vCISO) for SideChannel involves providing strategic oversight and implementation of comprehensive cybersecurity strategies for various organizations. Aaron's technical acumen is rooted in his more than a decade-long tenure as a security professional, particularly in the financial services industry.
During his time at BMW Financial Services, he held the position of Chief Security Architect, where he was responsible for the formulation and implementation of information security (IS) application security policies, standards, and guidelines. His duties included managing application compliance within the BMW group, and he also acted as a subject matter expert, ensuring that key vendors and partners adhered to BMW's stringent security practices.
Prior to BMW, Aaron further developed his application security (AppSec) expertise through various roles at JPMorgan Chase & Co. (JPMC), Cardinal Health, and Huntington Banks. At JPMC, he spearheaded the application security management for several security groups, covering areas like customer deposits platform, business continuity and disaster recovery (BC&DR) planning, and risk management for applications, including some aspects of internal auditing. At Cardinal Health, he was instrumental in the global installation and management of intrusion detection systems and conducted Health Insurance Portability and Accountability Act (HIPAA) audits.
Hoodoo, it's not fair to go back to pre SideChannel days. This is a totally different company now. Earnings speak for themselves. I encourage all to just look at the past Qs and do your own DD.
Been a minute. I am Interested in your current evaluation of SideChannel.
Intro has been updated. Lmk if you can think of anything else that needs to be corrected. Once we have new board members, I will update that.
Something tells me this might just be the year that we see some major movement.
It's been a long , long ride for the old longs.
I will get it updated
Happy Thanksgiving to everyone. Maybe this will be the year for all the beaten up longs. Have a wonderful day.
Excellent answers. This my friend is why most shareholders are happy with this company and its future. Transparency is well deserved and considered very important. Thank you again for following and posting on this thread.
Brian, This still doesn't address the question of should SideChannel buy Realciso and increase revenues?
It's not a personal attack on the company. Just asking if SideChannel and its shareholders would benefit from this?
Maybe I have this completely wrong. I've been wrong a million times. But as a pretty large shareholder in this company I feel like it begs to be asked.
We all want what's best for the shareholders here.
Thank you for your input.
I’m interested in thoughts about why RealCISO is not part of SideChannel. Brian kept it separate when he took over Cipherloc. I can understand that it was a separate company. Should Sidechannel take it over, buy it, record its revenue and be a better company for it? I’d love to hear everyone’s thoughts. Sometimes I feel like Brian is double dipping so to speak. I mean I love Brian and I feel great about the future of our company but shouldn’t we be looking for reasons why our share price is so stagnant? Is Brian the right guy to be CEO? Are there bigger contracts that we should be looking for? Are we doing enough marketing? Do we have the right sales people? Obviously Brian is very educated in this cyber space, but is he the right guy to be our leader and CEO? Again, I am very excited about this company and it’s upside potential and I’m so happy that those of us from way back will finally someday receive our rewards for sticking with it, but it’s difficult to see our share price so low. Thoughts?
Obviously we are all upset with the .04 share price. Just looking for thoughts from others here.
Brian , I would love to hear your thoughts also.
Suggestion to everyone holding shares of SideChannel. We as shareholders can help our sales team by simply REPOSTING all of the daily post from Brian and SideChannel on LinkedIn and Facebook and other social media sites. Let's make the phones ring !!!
Has there ever been any press releases about new contracts?
This is painful at .05 ask
Has there ever been any press releases about new contracts?
This is painful at .05 ask
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I've been buying and buying and buying.
This gem has to explode.
You are right about a red hot sector.
Brian is obviously a cyber genius.
Do we have enough of a sales force yet?
Revenue has to be screaming!!!!!
It's just hard to be here throughout all of the terrible years without losing just a little patience.
I'm here for the long haul.
To be perfectly honest, I thought we would be way past .05 by this point. It’s discouraging to say the least. But…..I’m here for the long haul. Nobody is getting rich here by selling shares that’s for sure. I want to believe in this team.