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The rest of the crew…..
https://sidechannel.com/about/team/
Mike Waters
Principal Consultant
Mike Waters has more than 20 years broad experience in information technology and cyber security. As a CISO, he built the cyber security defenses for a major global defense and intelligence contractor from the ground up. He has provided strategic and tactical consulting for multinational defense contractors, manufacturers, law firms, and software companies.
Mike is particularly skilled in helping clients achieve both regulatory compliance and real security. He has led and managed teams of managers, consultants, incident responders and analysts.
He has a Masters Degree in Computer Science from Johns Hopkins University and holds a CISSP certification.
Miguel San Mateo
EVP
Miguel is a management consultant and security practitioner with over 2 decades of experience, he also recently led business intelligence and enterprise security efforts at a large healthcare system based in the Pacific Northwest. Most recently, he was involved with a healthcare start-up in the medical device and services segment.
Miguel is a Board Advisor (Board Member Emeritus) of the San Francisco Bay Area InfraGard Chapter after he served on the Board of Directors from 2018-2019. Miguel was also previously the Chapter President and served on the Board of Directors of the Oregon InfraGard, a partnership between the FBI and the private sector, which aims to prevent, detect, mitigate and investigate attacks on the nation’s financial infrastructure and other critical infrastructures, and is also a member of the US Secret Service Electronic Crimes Task Force (USSS ECTF) established in 2001 with the USA Patriot Act, with the common purpose of the prevention, detection, mitigation, and aggressive investigation of attacks on the nation’s financial and critical infrastructures.
Principal Consultant
For the last 25 years Bill Roberts has built out a comprehensive cyber security programs and continued as a leader in all aspects of information technology within the Life Sciences sector. He has extensive experiences with security, privacy, and compliance Frameworks, such as NIST CSF, HIPAA, SOX ITGC and GDPR. In addition, he has participated in 10+ M&A due diligence and integration projects including 2 divestitures of company assets.
He has most recently served as the VP, IS & CISO for Hologic, Inc a global medical device company where he established Hologic’s Cyber Security and IT Compliance Programs. In addition, he led the Infrastructure Services, International IS and served in IS Divisional Leadership role for the Surgical Division.
Previously to Hologic he was VP of IS for Cytyc Corporation which was acquired by Hologic in October 2007. At Cytyc he managed Global IT as the company grew from 140 employees to over 1500 and revenue of $40 million to over $750 Million.
Joe Klein
EVP
Joe Klein is a cybersecurity executive with 20+ years of experience working to improve the overall security posture of organizations and ensure the confidentiality, integrity, and availability of IT infrastructure. Seasoned at serving as a trusted advisor to senior executives, Mr. Klein is skilled at assessing cybersecurity maturity, long-term strategic planning, security product evaluations, project management, incident response planning (IRP), data protection, identity & access management, and security awareness training.
He has previously served as CISO for the financial technology SasS company, Billtrust, as well as the industrial battery manufacturing firm, EnerSys.
Mr. Klein has earned a Master’s Degree in Cybersecurity from the University of Delaware, a Masters Degree in Information Systems from Drexel University and holds both CISSP and PMP certifications.
How can you not be excited when you read the bios of our crew?
Stephen Dye
Principal Consultant
Stephen M. Dye is a published author and cyber security professional who helps organizations operate more securely and safely through his expertise in architectural risk analysis, threat modeling, secure code development lifecycle, Cyber frameworks and Federal Government standards. Stephen was the CISO for NTT DATA Federal, a contractor to the DoD and Intelligence Community. Stephen also held various senior leadership positions at commercial and federal contractors to include Synopsis, DRT, Inc, Tapestry Technologies, Accenture and Booz Allen supporting Tier-1 banks, Insurance companies, the DoD, DoJ, USDA and FDA. Stephen authored two books on secure software development and GPS and Machine to Machine (M2M) communications. Stephen authored and published the DoD’s Secure Technical Implementation Guide (STIG) for the AirWatch Mobile Device Manager (MDM) and a Security Requirements Guide (SRG) for developing Mobile Apps for which a whitepaper was also published by Elsevier. Stephen earned his Bachelor’s Degree in Electrical and Electronic Engineering from Bromley College of Technology in Kent, England, is C|EH, CompTIA Security+, ITIL V3, IC Agile and Scrum Manager certified. Stephen also obtained certificates from the Johnson school of business at Cornell with a Certificate in Executive Leadership in 2011, and an MIT Honor Code Certificate for Cybersecurity: Technology, Application and Policy, in 2015.
Should see filing on or before September 15 according to the CC.
Why would Al Carlson give two hoots what The shareprice is or how many shares are traded???
Thought I'd share a YouTube link that obviously shows a bit more views than the LinkedIn pages.
Good to hear. Like I say, I’m not a savvy investor. Obviously was taken by the old regime. But Tom Wilkinson has turned this into one hellova chance to make some serious money. I can’t say it enough….Thank you Tom.
#itsadreamcometrue
I’m nowhere near a savvy investor but I took advantage of the low prices between .08 and .10 to buy hundreds of thousands of shares. In doing so I have lowered my average price per share down low enough to make either a small profit at the current price or a huge amount of money as this move upward.
I’m a believer in the reverse merger and I am grateful for Tom Wilkinson for taking us from mdlg past Ron Coby and took us straight through to Brian and SideChannel.
Quote……Do the current shareholders realize that the probability to cash out of their position for a profit is next to impossible?
#thereisnonegative
I’m looking at the difference between Ron Coby and Brian and Chasteen on LinkedIn…… Ron Coby is still crying about being passed by for CEO for Chasteen and now is crying about Brian being at the helm.
Ron Coby has a BS from Cleveland State. He has a grand total of 81 connections. He says he is currently an Investment Banker and HedgeFund Consultant but doesn’t list a place of employment so one could assume he doesn’t even have a job.
Brian Haugli has two pages of accomplishments. He has 13,227 followers. He has tons of respect by his fellow friends and business associates.
David Chasteen also has two pages of accomplishments. He has 1,845 followers. David is an amazing individual and very accomplished.
I’m thinking that Tom Wilkinson made a great decision when he kicked Ron Coby to the curb. Ron had zero idea on how to run Cipherloc. Tom put Chasteen at the helm and Cipherloc never looked back. Poor Ron Coby was left at the curb with nothing but his busted up pride.
Quote…. Haugli talks a lot but doesn’t seem to make his points well. I would bet that he really enjoys hearing himself talk. Do clients enjoy his ad nauseam rhetoric? YouTube videos don’t show that he has a following. Maybe a current or former SDCH client can share their experience(s).
Ron Coby can’t clean bathrooms for SideChannel let alone run the company. Yet he bashes the company and it’s officers repeatedly. It’s no secret he is still upset about being fired by Tom.
Actual Shareholders that presented their email addresses to be able to listen to the Conference Call can make decisions on the brains these two guys have. The CC was definitely enlightening and shows just how much these guys are working for those of us that are actually Shareholders.
#Shareholdersknowthetruth
I guess time will tell. As we move forward things will become more and more clear I'm sure. Chasteen was instrumental in developing Enclave and also bringing this merger together. I think actual shareholders will be able to decide how they feel about these two guys when they listen to them.
Quote....Maybe Haugli and Chasteen don’t present well
As CEO, what did Chasteen do for Cipherloc (CLOK), aka Side Channel (SDCH)? From the disclosures, the answer seems to indicate that he did nothing of value. Seems odd that someone with all of his “accolades” couldn’t move the needle in a positive direction.
Haugli talks a lot but doesn’t seem to make his points well. I would bet that he really enjoys hearing himself talk. Do clients enjoy his ad nauseam rhetoric? YouTube videos don’t show that he has a following. Maybe a current or former SDCH client can share their experience(s).
Is it too early to know whether or not SDCH can “retain” customers?
These chaps are responsible for driving sales. Will they both continue to sell ciso services?
I know one thing….. David Chasteen is definitely NO DUMMY.
His accolades are amazing. He’s also one tough son of a bitch.
Brian ain’t no slouch either.
I would never say anything bad about Chasteen…. But that’s just me.
#simplyamazing
Excellent to listen to Chasteen and Brian……
Definitely a buying situation. Then sell and put your feet on the sand.
Quote….. What to do? Buy/sell, put head in sand??
From Trent Bowlings LinkedIn account…..
“Could not be more excited to share that I'm joining SideChannel as the Vice President of sales.
Really looking forward to working with Brian Haugli and David Chasteen. We're going to take SideChannel to the next level.
Stay tuned for more in the next few days!”
Good post. Agreed.
#nothinbutthetruth
Enclave is a viable product being used by SideChannel per the press release.
"We appreciate the trust our clients place in us to help them secure their assets," said Brian Haugli, Chief Executive Officer. "We are also thrilled to add the Enclave product and its powerful capabilities to SideChannel's diverse vCISO delivery platform as we continue to expand our capabilities in the middle market. We continue investing in our delivery team and tools to drive continued growth."
I suggest anyone with doubt listen to the Webcast listed on SideChannels website.
Quote…..
Until someone qualified to benchmark Cipherloc against their competition ACTUALLY BUYS IT... everything else is just words and promises!
Of course it works... but does it actually fill a niche of some sort that other well known and trusted products do not?
We have seen ZERO evidence that it does!
#justthetruth
I love that they followed up the filing with the PR explaining the filing and also explaining when we will see numbers from SideChannel as a public company.
#fullexposure
#thetruthwillsetyoufree
Brian says otherwise…
"We appreciate the trust our clients place in us to help them secure their assets," said Brian Haugli, Chief Executive Officer. "We are also thrilled to add the Enclave product and its powerful capabilities to SideChannel's diverse vCISO delivery platform as we continue to expand our capabilities in the middle market. We continue investing in our delivery team and tools to drive continued growth."
Quote……
WORLD HAS EVER PURCHASED CIPHERLOC'S AMAZING BREAK THROUGH TECHNOLOGY, SO MAYBE IT WASN"T ALL IT WAS CRACKED UP TO BE. IF IT REALLY WAS SO GREAT, WOULDN"T CIPHERLOC HAVE BEEN ABLE TO SELL THE COMPANY & TECHNOLOGY FOR BILLIONS RATHER THAN GIVE IT AWAY TO BRIAN HAUGLI AND HIS INTEREST-CONFLICTED CRONIES CHASTEEN & HNATIW?
So if that's the case, THAT NO MONEY HAS BEEN MADE ON CIPHERLOC TECHNOLOGY AND MAY NEVER, then what could be other potential motivating factors for Brian Haugli "SELLING" SideChannel to Cipherloc, demoting his Buddy/SideChannel Partner/SideChannel Employee/Cipherloc CEO David Chasteen from the top position in Cipherloc so he could assume it, making Chasteen Director of Sales even though Chasteen has zero sales experience and never made a sale while running Cipherloc, then right after the take over of Cipherloc was complete, renaming it to... SideChannel? Any ideas out there?
SideChannel, Inc. Reports Fiscal Third Quarter 2022 Financial Results and Provides Corporate Update
Press Release | 08/15/2022
WORCESTER, MA / ACCESSWIRE / August 15, 2022 / SideChannel, Inc. (OTCQB:SDCH) ("SideChannel"), a provider of cybersecurity services and technology to middle market companies, today announced its financial results for the quarter ended June 30, 2022 and filed its Form 10-Q. The Company will host a conference call and webcast at 5:00 pm Eastern Daylight Time.
Monday, August 15, 2022 at 5:00 pm EDT
Dial: +1-203-518-9765
Conference ID: SCF222
Webcast: https://sidechannel.com/ then "About", "Investors", "Events & Presentations"
SideChannel also announced today that since the acquisition, it has signed 8 contracts with clients with an estimated combined total annual revenue value of $850,000.00.
"We appreciate the trust our clients place in us to help them secure their assets," said Brian Haugli, Chief Executive Officer. "We are also thrilled to add the Enclave product and its powerful capabilities to SideChannel's diverse vCISO delivery platform as we continue to expand our capabilities in the middle market. We continue investing in our delivery team and tools to drive continued growth."
SideChannel's financial report filed today for the three- and nine-month periods ending June 30, 2022 contains only the legacy Cipherloc Corporation results. The financial flings do not include the income statement and balance sheet of the privately held SideChannel, Inc., which was acquired by Cipherloc on July 1, 2022. Following the acquisition, the combined entity adopted the name of SideChannel, Inc. and changed its stock ticker symbol to SDCH. The Company reported a cash balance of $3.6 million as of June 30, 2022 and a net loss of $2.8 million for the nine months ended June 30, 2022 compared to a net loss of $2.3 million for the nine months ending June 30, 2021. The fiscal year 2022 operating expenses include $479,000 of acquisition related costs. Cash used in operations through June of fiscal year 2022 decreased to $2.2 million from $2.6 million for the same nine month period in fiscal year 2021. The Company also noted that it anticipates the SideChannel acquisition will mitigate operating losses going forward.
The Company's fiscal fourth quarter ending September 30, 2022 will be the first reporting period to include the results from the acquisition of SideChannel announced on July 5, 2022. Previously, SideChannel announced annual revenue of $2.6 million for the fiscal year ended September 30, 2021, a 114% increase from $1.2 million in revenue the prior fiscal year. The Company expects to disclose pro forma consolidated results through a Form 8K-A by September 15, 2022. The pro forma period will include the full fiscal year ending September 30, 2021 and the nine months ended June 30, 2022.
About SideChannel
SideChannel is committed to creating top-tier cybersecurity programs for mid-market companies to help them protect their assets. SideChannel employs what it believes to be the field's most skilled and experienced talent to harden these companies' defenses against cybercrime, in its many forms. 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 multi-layered cybersecurity programs for its clients. Learn more at sidechannel.com.
Forward-Looking Statements
This press release may contain forward-looking statements, including information about management's view of SideChannel's future expectations, plans and prospects, including within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "believes", "hopes", "expects", "intends", "plans", "anticipates", or "may", and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act and otherwise. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of SideChannel, its divisions and concepts to be materially different than those expressed or implied in such statements. These risk factors include, but are not limited to, our ability to satisfy the closing conditions of the acquisition, our ability to integrate the operations of SideChannel into our company; that we have incurred net losses since inception, our need for additional funding, the substantial doubt about our ability to continue as a going concern, and the terms of any future funding we raise; that COVID-19 has materially adversely affected our operations and may continue to have a material adverse impact on our operating results in the future; our dependence on current management and our ability to attract and retain qualified employees; competition for our products; our ability to develop new products, improve current products and innovate; unpredictability in our operating results; our ability to retain existing licensees and add new licensees; our ability to manage our growth; our ability to protect our intellectual property (IP), enforce our IP rights and defend against claims that we infringed on the IP of others; and other risk factors included from time to time in documents SideChannel files with the Securities and Exchange Commission, including, but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. These reports are available at www.sec.gov. Other unknown or unpredictable factors also could have material adverse effects on SideChannel's future results. The forward-looking statements included in this press release are made only as of the date hereof. SideChannel cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, SideChannel undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by SideChannel. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Investor Contact:
Matt Kreps
Darrow Associates Investor Relations
214-597-8200
mkreps@darrowir.com
SOURCE: SideChannel, Inc.
Conference Call link…. https://www.webcaster4.com/Webcast/Page/2071/46321
So not true!! The technology is very solid and Brian explains its existence and its future in the Conference Call.
https://www.webcaster4.com/Webcast/Page/2071/46321
Stockbarber Quote…..
Very true... I knew the Cipherloc technology was a joke from day one... and repeatedly said so!
#thetruthwillsetyoufree
Obviously didn’t give the company an email address to listen to the CC. Brian is one hellova new boss. SideChannel will take us to a new level. Giving the company an email address leads to the vulnerability of disguise.
Quote….
Nothing plus nothing means nothing...
I don't get it. What are shareholders waiting for? An accelerated dissolution??
Shareholders lose. When would shareholders win??
Well that was a truly amazing Confrence Call. To say the least.
#thetruththewholetruthandnothingbutthetruth
Whats cool is Real Shareholders get to log into the Conference Call and see just what Brian has up his sleeves for us holder's of stock.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
For the transition period from ___________ to ___________
Commission File No. 000-28745
SideChannel, Inc.
(Exact name of registrant as specified in its charter)
Delaware 86-0837077
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6836 Bee Cave Rd, Bldg. 1, S#279
Austin, TX
78746
(Address of principal executive offices) (Zip Code)
(508) 925-0114
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes ? No ?
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ? No ?
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ? Accelerated filer ?
Non-Accelerated filer ? Smaller reporting company ?
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. ?
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).
Yes ? No ?
As of August 12, 2022, the registrant had 148,445,832 shares of common stock outstanding.
SIDECHANNEL, INC.
INDEX TO FORM 10-Q FILING
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2022 and 2021
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Condensed Balance Sheets as of June 30, 2022, and September 30, 2021 3
Condensed Statements of Operations for the three and nine months ended June 30, 2022, and 2021 4
Condensed Statements of Cash Flows for the nine months ended June 30, 2022, and 2021 5
Statement of Stockholders’ Equity (Deficit) for the three and nine months ended June 30, 2022, and 2021 6
Notes to Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14
Item 3 Quantitative and Qualitative Disclosures About Market Risk 17
Item 4. Controls and Procedures 17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 1A. Risk Factors 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Mining Safety Disclosures 19
Item 5 Other Information 19
Item 6. Exhibits 19
Signatures 20
2
Table of Contents
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SIDECHANNEL, INC.
CONDENSED BALANCE SHEETS
June 30, 2022 September 30, 2021
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents $ 3,588,912 $ 5,783,994
Deferred costs 180,000 180,000
Prepaid expenses 28,187 279,832
Total current assets 3,797,099 6,243,826
Deferred costs 375,000 510,000
Total assets $ 4,172,099 $ 6,753,826
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 611,723 $ 1,462,732
Accrued compensation 175,000 25,000
Total current liabilities 786,723 1,487,732
Total liabilities 786,723 1,487,732
Commitments and contingencies
Stockholders’ equity
Common stock, $0.001 par value, 681,000,000 shares authorized; 88,445,832 and 82,927,311 shares outstanding; and 101,860,646 and 96,342,125 issued as of June 30, 2022, and September 30, 2021, respectively 101,860 96,342
Treasury stock, at cost, 13,414,814 and 13,414,814 shares as of June 30, 2022 and September 30, 2021, respectively (590,000 ) (590,000 )
Additional paid-in capital 78,237,430 77,290,643
Accumulated deficit (74,363,914 ) (71,530,891 )
Total stockholders’ equity 3,385,376 5,266,094
Total liabilities and stockholders’ equity $ 4,172,099 $ 6,753,826
See accompanying notes to these unaudited condensed financial statements.
3
Table of Contents
SIDECHANNEL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
June 30, June 30,
2022 2021 2022 2021
Revenues $ 198 $ — $ 449 $ 15,417
Cost of revenues — — — —
Gross profit 198 — 449 15,417
Operating expenses
General and administrative 1,107,310 197,534 2,183,340 1,748,398
Selling and marketing 82,548 — 188,316 56,250
Research and development 191,258 169,098 461,816 465,974
Total operating expenses 1,381,116 366,632 2,833,472 2,270,622
Operating loss (1,380,918 ) (366,632 ) (2,833,023 ) (2,255,205 )
Other income (expense)
Miscellaneous income — 192,052 — 192,052
Interest expense — (1,000 ) — (1,000 )
Net loss $ (1,380,918 ) $ (175,580 ) $ (2,833,023 ) $ (2,064,153 )
Net loss per common share – basic and diluted $ (0.02 ) $ (0.00 ) $ (0.03 ) $ (0.05 )
Weighted average common shares outstanding – basic and diluted 87,824,392 81,076,516 85,240,812 45,408,375
See accompanying notes to these unaudited condensed financial statements.
4
Table of Contents
SIDECHANNEL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
June 30,
2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,833,023 ) $ (2,064,153 )
Adjustments to reconcile net loss to net cash flows used in operating activities:
Amortization 135,000 —
PPP loan forgiveness — (192,052 )
Stock-based compensation 84,305 (4,400 )
Impairment loss on ROU assets (gain on early termination of operating lease) — (441,597 )
Changes in operating assets and liabilities:
Prepaid expenses and other 251,645 450,257
Accounts payable and accrued liabilities (8,009 ) (315,842 )
Accrued compensation 175,000 16,912
Deferred revenue — (15,417 )
Net cash used in operating activities (2,195,082 ) (2,566,292 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets — —
Net cash used in investing activities — —
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock — (40,000 )
Proceeds from PPA loan — —
Repayment PPA loan — (173,378 )
Purchase of preferred stock — (10,000 )
Proceeds from the issuance of common stock, net of costs — 8,558,339
Net cash provided by financing activities — 8,334,961
INCREASE (DECREASE) IN CASH (2,195,082 ) 5,768,669
CASH, BEGINNING OF PERIOD 5,783,994 1,079,839
CASH, END OF PERIOD $ 3,588,912 $ 6,848,508
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for services, previously in accrued expenses $ 854,000 $ —
Shares issued for legal settlement expenses $ 14,000 $ —
See accompanying notes to these unaudited condensed financial statements.
5
Table of Contents
SIDECHANNEL, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
Common Stock Treasury Additional Paid-in Accumulated Stockholders’
For the Nine Months ended June 30, 2022 Shares Amount Stock Capital Deficit Equity
Balance at September 30, 2021 96,342,125 $ 96,342 $ (590,000 ) $ 77,290,643 $ (71,530,891 ) $ 5,266,094
Stock compensation expense — — — 84,305 — 84,305
Shares issued for services 4,744,448 4,744 — 849,256 — 854,000
Shares issued for RSU vesting 574,073 574 — (574 ) — —
Shares issued for legal settlement 200,000 200 — 13,800 — 14,000
Net loss — — — (2,833,023 ) $ (2,833,023 )
Balance at June 30, 2022 101,860,646 $ 101,860 $ (590,000 ) $ 78,237,430 $ (74,363,914 ) $ 3,385,376
Common Stock Treasury Additional Paid-in Accumulated Stockholders’
For the Three Months ended June 30, 2022, Shares Amount Stock Capital Deficit Equity
Balance at March 31, 2022 100,975,461 $ 100,975 $ (590,000 ) $ 78,171,578 $ (72,982,996 ) $ 4,699,557
Stock compensation expense — — — 32,737 — 32,737
Shares issued for services 111,112 111 — 19,889 — 20,000
Shares issued for RSU vesting 574,073 574 — (574 ) — —
Shares issued for legal settlement 200,000 200 — 13,800 — 14,000
Net loss — — — (1,380,918 ) $ (1,380,918 )
Balance at June 30, 2022 101,860,646 $ 101,860 $ (590,000 ) $ 78,237,430 $ (74,363,914 ) $ 3,385,376
Preferred Stock Common Stock Treasury Additional Paid-in Accumulated Stockholders’
For the Nine Months ended June 30, 2021 Shares Amount Shares Amount Stock Capital Deficit Equity
Balance at September 30, 2020 1,000,000 $ 10,000 40,792,510 $ 40,792 $ (550,000 ) $ 68,787,854 $ (68,426,608 ) $ (137,962 )
Stock compensation expense — — — — — (4,400 ) — (4,400 )
Preferred and treasury shares acquired (1,000,000 ) (10,000 ) — — (40,000 ) — — (50,000 )
Issuance of common stock, net of issuance costs — — 55,549,615 55,550 — 8,502,789 — 8,558,339
Net loss — — — — — — (2,064,153 ) $ (2,064,153 )
Balance at June 30, 2021
— $ — 96,342,125 $ 96,342 $ (590,000 ) $ 77,286,243 $ (70,490,761 ) $ 6,301,824
Preferred Stock Common Stock Treasury Additional Paid-in Accumulated Stockholders’
For the Three Months ended June 30, 2021, Shares Amount Shares Amount Stock Capital Deficit Equity
Balance at March 31, 2021 — $ — 76,550,452 $ 76,550 $ (590,000 ) $ 74,329,715 $ (70,315,181 ) $ 3,501,084
Stock compensation expense — — — — (84,055 ) — (84,055 )
Issuance of common stock, net of issuance costs — — 19,791,673 19,792 — 3,040,583 — 3,060,375
Net loss — — — — — (175,580 ) $ (175,580 )
Balance at June 30, 2021 — $ — 96,342,125 $ 96,342 $ (590,000 ) $ 77,286,243 $ (70,490,761 ) $ 6,301,824
See accompanying notes to these unaudited condensed financial statements.
6
Table of Contents
SIDECHANNEL, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2022, AND 2021
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS
SideChannel, Inc. (the “Company” or “SideChannel”), formerly Cipherloc Corporation, was incorporated in the State of Texas on June 22, 1953, under the name “American Mortgage Company.” Effective August 27, 2014, the Company changed its name to “Cipherloc Corporation.” 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 (See Note 7 – Subsequent Events). Prior to September 30, 2021, the Company was a Texas corporation. The Company became a Delaware corporation effective September 30, 2021.
The Company is a provider of cybersecurity services and technology to middle market companies. The Company’s website is www.sidechannel.com.
On August 2, 2022, the Company changed its ticker symbol from CLOK to SDCH.
NOTE 2 - BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying interim unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the Company’s opinion, it has included all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation.
The Company’s operating results for the nine months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2022. The Company has omitted notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the fiscal year ended September 30, 2021. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended September 30, 2021 included within the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company’s cash includes cash on hand and cash in the bank. The balance of such accounts, at times, may exceed federally insured limits, as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insures these deposits up to $250,000. As of June 30, 2022, $3,338,912 of the Company’s cash balance was uninsured. The Company has not experienced any losses related to uninsured cash balances.
Basic and Diluted Net Loss per Common Share
The Company computes its basic net loss per share by dividing the net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting that number by the amount of time that the applicable shares were outstanding. Diluted net loss per share reflects the potential dilution that could occur if vested stock options, warrants, and other commitments of the Company to issue shares of common stock were exercised, resulting in the issuance of additional shares of common stock that would share in the earnings of the Company. As of June 30, 2022, the Company had no shares of preferred stock outstanding.
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The Company’s diluted loss per share was the same as the basic loss per share for the periods in which the Company incurred net losses since the inclusion of potential common stock equivalents would be anti-dilutive due to the Company’s net loss. For the three months and nine months ended June 30, 2022, the Company excluded from the calculation of diluted loss per share warrants to purchase 79,461,481 shares of its common stock, and 1,981,484 shares of its common stock issued pursuant to restricted stock units because the effect of including those shares would be anti-dilutive. During the three and nine months ended June 30, 2021, the Company excluded from the calculation of diluted loss per share warrants to purchase 79,461,481 shares of common stock because the effect of including those shares would be anti-dilutive.
Reclassification
The common stock and additional paid in capital line items on the balance sheet have been reclassified to be comparable to the current period’s presentation. The reclassification reflects the difference in the par value of the Company’s common stock when it was a Texas corporation, prior to September 30, 2021, and the par value of the Company’s common stock after it became a Delaware corporation, on September 30, 2021.
Research and Development Costs
The Company expenses all research and development costs, including patent and software development costs.
Revenue Recognition
The Company recognizes revenues in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” including a series of amendments, issued by the Financial Accounting Standards Board (“FASB”).
Central to the Company’s revenue recognition guidance is a five-step revenue recognition model that requires reporting entities to:
1. Identify the contract,
2. Identify the performance obligations of the contract,
3. Determine the transaction price of the contract,
4. Allocate the transaction price to the performance obligations, and
5. Recognize revenue when the performance obligations are satisfied.
The Company accounts for a promise to provide a customer with a right to access the Company’s intellectual property as a performance obligation satisfied over time, because the customer will simultaneously receive and consume the benefit from access to the Company’s intellectual property as the performance occurs.
Software License Agreements
The Company executed a software license agreement with Castle Shield Holdings, LLC (“Castle Shield”) during the fiscal year ended September 30, 2020. That agreement includes an auto-renewing annual term. The Company did not receive any payments from Castle Shield during the fiscal year ended September 30, 2021. The Company recognized $449 in licensing revenues from Castle Shield during the nine months ended June 30, 2022.
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Effect of Recently Issued Amendments to Authoritative Guidance
The Financial Accounting Standards Board (“FASB”) issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been several ASUs to date that amend the original text of the ASCs. Other than those discussed below, the Company believes those ASUs issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance removes certain exceptions to the general principles in Topic 740 and enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company adopted ASU 2019-12 on October 1, 2021, and the adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows.
In January 2020, the FASB issued guidance to clarify certain interactions between the guidance to account for equity securities, the guidance to account for investments under the equity method of accounting, and the guidance to account for derivatives and hedging. The new guidance clarifies the application of measurement alternatives and the accounting for certain forward contracts and purchased options to acquire investments. The Company adopted this guidance on October 1, 2021, and the adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this guidance will have a material impact on its financial position, results of operations or cash flows.
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In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses, which requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s), to present the net carrying value at the amount expected to be collected on the financial asset. The guidance is effective for fiscal years beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), which delays the effective date of the pronouncement for public business entities that are smaller reporting companies, as defined by the SEC, to fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of this guidance will have a material impact on its financial position, results of operations or cash flows.
In November 2021, the FASB issued ASU 2021-10, Government Assistance, which provided guidance to increase the transparency of government assistance received by an entity by requiring disclosures relating to the accounting policy, nature of the assistance, and the effect of the assistance on the financial statements. The Company is required to adopt the guidance in the first quarter of its fiscal year 2023. Early adoption is permitted. The Company does not expect the adoption of this guidance will have a material impact on its financial position, results of operations or cash flows.
In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt with Conversion and Other Options, for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features in the instruments are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments will typically be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. The amendments in ASU 2020-06 are designed to provide financial statement users with a simpler and more consistent starting point to perform analyses across entities. The amendments also improve the operability of the guidance and reduce, to a large extent, the complexities in the accounting for convertible instruments and the difficulties with the interpretation and application of the relevant guidance.
Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The Company adopted ASU 2020-06 on October 1, 2021, which adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.
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NOTE 4– COMMITMENTS AND CONTINGENCIES
Litigation
The Company is currently not involved in any litigation that it believes could have a material adverse effect on its financial condition or results of operations.
In December 2017, Robert LeBlanc filed a petition against the Company and Michael De La Garza, the Company’s former Chief Executive Officer and President, in the 20th Judicial District for Hays County, Texas (Cause No. 18-0005). Mr. LeBlanc sought damages against the Company exceeding $1 million, but less than $10 million. On May 19, 2022, Mr. LeBlanc entered into a joint settlement agreement with the Company, the Company’s directors and officer’s liability carrier, and Mr. De La Garza. As part of this settlement agreement, the Company paid Mr. LeBlanc $109,432 in cash and issued him 200,000 shares of the Company’s common stock in exchange for his release of the Company from all past and future liabilities associated with this matter.
In April 2020, Eric Marquez, the former Secretary/Treasurer and Chief Financial Officer of the Company, and certain other plaintiffs filed a lawsuit against the Company and Michael De La Garza, the Company’s former Chief Executive Officer and President, in the 20th Judicial District for Hays County, Texas (Cause No. 20-0818). The lawsuit alleges causes of action for fraud against Mr. De La Garza (for misrepresentations allegedly made by Mr. De La Garza); breach of contract, for alleged breaches of Mr. Marquez’s alleged oral employment agreement with the Company, which Mr. Marquez claims required the Company to pay him cash and issue him shares of the Company’s stock; unjust enrichment; quantum meruit; and rescission of certain stock purchases made by certain of the plaintiffs, as well as requests for declaratory relief. Damages sought exceed $1,000,000. The Company believes it has made all required payments and delivered all required shares of stock to the plaintiffs. The case is currently being defended by the Company. The Company believes it has meritorious defenses to the allegations, and the Company intends to continue to vigorously defend the litigation.
Leases
As of June 30, 2022, the Company had no financial obligations for facility lease agreements, except as set forth below.
Prior to December 1, 2021, Tom Wilkinson, the Company’s Chairman of the Board, provided the Company with the use of office space that he rents, located at 6836 Bee Caves Road, Building 1, Suite 279, Austin, TX 78746, for its corporate headquarters. After December 1, 2021, the Company entered into a month-to-month lease agreement for this office space with Nolen & Associates, under which the Company pays Nolen & Associates $500 per month in rent.
The Company’s rent expense totaled $1,500 and $3,641 for the three and nine months ended June 30, 2022, and $170,265 and $306,453 for the three and nine months ended June 30, 2021, respectively.
NOTE 5 – DEBT
On April 6, 2020, the Company submitted an application for a $365,430 loan under the Paycheck Protection Program sponsored by the U.S. Small Business Administration (the “SBA Loan”). On April 12, 2020, the SBA Loan application was approved, and the Company received the loan proceeds on April 22, 2020. The SBA Loan matured on April 12, 2022.
On January 29, 2021, the Company filed for partial forgiveness of $192,052 of the SBA Loan, which was approved on June 11, 2021. The Company’s reductions in staff that occurred in 2020 prevented the Company from qualifying for forgiveness of the entire principal balance of the SBA Loan.
On April 15, 2021, the Company placed the entire $365,430 principal balance of the SBA Loan, plus an additional $1,000, into an escrow account. Upon receiving the partial forgiveness of the SBA Loan described above, the Company paid the remaining balance of the SBA Loan, using funds in the escrow account. The Company transferred the remaining balance of the escrow account to the Company’s operating account. The balance of the SBA Loan was $0 as of September 30, 2021.
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NOTE 6 - STOCKHOLDERS’ EQUITY
The Company’s certificate of incorporation authorizes the issuance of up to 681,000,000 shares of common stock and 10,000,000 shares of blank check preferred stock, each with a par value of $0.001 per share. As of June 30, 2022, the Company had 88,445,832 shares of common stock outstanding, and had no shares of preferred stock outstanding.
Common Stock
During the nine months ended June 30, 2022, the Company issued 5,518,521 shares of its common stock as described below.
Beginning with the last quarter of the Company’s fiscal year ended September 30, 2021, the Company’s board of directors elected to have each of its members receive one-half of such member’s quarterly compensation in the form of shares of the Company’s common stock, instead of cash. At its meeting in April 2021, the Company’s board of directors also approved a one-time award of 100,000 shares of the Company’s common stock to each member of the board of directors, subject to the pending approval of the Company’s Equity Incentive Compensation Plan by the Company’s stockholders. The Company received that approval at the Company’s annual meeting of stockholders held in September 2021. As a result, the members of the Company’s board of directors have received a total of 744,448 shares of the Company’s common stock through the grants described above. The Company issued the shares for the one-time awards, and the fiscal year 2021 fourth quarter awards, totaling 411,112 shares, on January 13, 2022. The Company issued the remaining shares for the fiscal year 2022, totaling 111,112 shares, on each of January 31, 2022, March 28, 2022 and June 15, 2022.
On July 23, 2021, the Company entered into a four year financial advisory and consulting agreement with Paulson Investment Company, LLC (“Paulson”). Pursuant to that agreement, at the Company’s request, Paulson provides the following services: (a) familiarizing itself with the Company’s business, assets and financial condition; (b) assisting the Company in developing strategic and financial objectives; (c) assisting the Company in increasing its exposure in the software industry; (d) assisting the Company in increasing its profile in the investment and financial community through introductions to analysts and potential investors, participation in investment conferences and exploitation of reasonably available media opportunities; € identifying potentially attractive merger and acquisition opportunities; (f) reviewing possible innovative financing opportunities and (g) rendering other financial advisory services as may be reasonably requested by the Company. The Paulson agreement may be terminated prior to the end of the four year term by either party, as provided in the agreement with Paulson. As compensation for the services provided by Paulson under the agreement, on March 20, 2022, the Company issued to Paulson and three of its employees a total of 4,000,000 shares of the Company’s common stock. The shares of common stock issued to Paulson and its employees were valued at $720,000 as of the date of the consulting agreement. The Company capitalized the value of the common shares issued to Paulson as deferred contract costs, which the Company is amortizing to expense straight-line over the four year contract term.
On June 1, 2022, the Company issued a total of 574,073 shares of the Company’s common stock to four employees pursuant to the vesting of restricted stock units held by those employees.
On June 6, 2022, the Company entered into the mediated settlement agreement with Robert LeBlanc described above. Pursuant to that agreement, the Company issued a total of 200,000 shares of the Company’s common stock to Mr. LeBlanc.
Restricted Common Stock Units
On October 22, 2021, the Company entered into restricted stock unit award agreements with four employees and one contractor. Under those agreements, the Company granted a total of 2,000,001 shares of restricted stock. The restricted stock unit awards vest in three equal tranches on the next three anniversaries of the date of the applicable award agreements. The value of the issued shares of restricted stock was $260,000, based upon the $0.13 per share market price of the Company’s common stock on the date of grant.
On June 1, 2022, the Company entered into restricted stock unit award agreements with two employees. Under those agreements, the Company granted a total of 555,556 shares of restricted stock. The granted restricted stock vests in three equal tranches on the next three anniversaries of the date of the applicable award agreements. The value of the granted restricted stock was $53,889, based upon the $0.10 per share market price of the Company’s common stock on the date of grant. For the nine months ended June 30, 2022, the Company recorded $84,305 in stock compensation expense related to the restricted unit award agreements described above.
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NOTE 7 – SUBSEQUENT EVENTS
On July 1, 2022 (the “Closing Date”), the Company completed its acquisition of all of the outstanding equity securities of SideChannel, Inc., a Massachusetts corporation (the “Subsidiary”), in exchange for shares of the Company’s equity securities (the “Acquisition”), pursuant to an Equity Securities Purchase Agreement, dated May 16, 2022 (the “Purchase Agreement”). The Acquisition was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2022.
Pursuant to the Purchase Agreement, on the Closing Date, the former shareholders of the Subsidiary (the “Sellers”) exchanged all of their equity securities in the Subsidiary for a total of 59,900,000 shares of the Company’s common stock (the “First Tranche Shares”), and 100 shares of the Company’s newly designated Series A Preferred Stock, $0.001 par value (the “Series A Preferred Stock”). The Sellers are entitled to receive up to an additional 59,900,000 shares of the Company’s common stock (the “Second Tranche Shares” and together with the First Tranche Shares and the Series A Preferred Stock, the “Shares”) at such time that the operations of the Subsidiary, as a subsidiary of the Company, achieves at least $5.5 million in revenue (the “Milestone”) for any twelve-month period occurring after the Closing Date and before the 48-month anniversary of the execution of the Purchase Agreement.
On the Closing Date, the Sellers acquired approximately 40.4% of the Company’s outstanding common stock. If the Subsidiary achieves the Milestone, and the Sellers are issued the Second Tranche Shares, and assuming that there is no other change in the number of shares outstanding prior to the issuance of the Second Tranche Shares, the Sellers will hold a total of approximately 57.5% of the Company’s outstanding common stock. The number of the Second Tranche Shares may be reduced or increased, based upon whether the Subsidiary’s working capital as of the Closing Date was less than or more than zero. The number of the Second Tranche Shares may also be subject to adjustment based upon any successful indemnification claims made by the Company pursuant to the Purchase Agreement.
The Shares are subject to a Lock-Up/Leak-Out Agreement, pursuant to which, subject to certain exceptions, the Sellers may not directly or indirectly offer to sell, or otherwise transfer, any of the Shares for twenty-four months after the Closing Date without the prior written consent of the Company. Notwithstanding the foregoing, pursuant to the Lock-Up/Leak-Out Agreement, each of the Sellers may sell up to 20% of their Shares beginning twelve months after the Closing Date, and the remaining 80% of their shares of Common Stock beginning twenty-four months after the Closing Date. The Company is currently performing a formal valuation of the acquisition, including an analysis of any purchase price adjustments, and a review of the assts and liabilities acquired to determine appropriate fair values.
On July 1, 2022, Sammy Davis and David Chasteen resigned from the Company’s Board of Directors (the “Board”). On that same date, the Board appointed Deborah MacConnel and Kevin Powers to fill the vacancies resulting from those resignations. On that same date, the Board expanded the number of members of the Board by two members and approved the appointments of Brian Haugli and Hugh Regan to fill the vacancies caused by the expansion, to be effective on July 19, 2022. Ms. MacConnel, Mr. Powers, and Mr. Regan are considered independent directors. As of July 19, 2022, the total number of members of the Board was six (6), including four (4) independent directors.
On July 1, 2022, the Board appointed Brian Haugli to the position of Chief Executive Officer of the Company, following the resignation of David Chasteen from that position. Mr. Chasteen assumed the role of Executive Vice President of the Company on that same date.
On July 1, 2022, the Board approved the Company’s entry into restricted stock unit award agreements with two employees and five members of the Board. Under those agreements, the Company granted a total of 2,705,556 shares of restricted stock. The restricted stock awards vest in three equal tranches on the next three anniversaries of the date of the applicable awards. The total value of the shares of restricted stock awarded was $270,556, based upon the market price of $0.10 per share of the Company’s common stock on the grant date.
On July 5, 2022, the Company filed a Schedule 14-F Information Statement with the Securities and Exchange Commission disclosing the change in the majority of the members of the Board.
On July 5, 2022, the Company changed its name to SideChannel, Inc., the same name as the Subsidiary The Company is in the process of changing the name of the Subsidiary.
On August 2, 2022 the Company changed its ticker symbol from CLOK to SDCH.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements in our Management’s Discussion and Analysis of Financial Condition and Results of Operations, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, and elsewhere in this Current Report on Form 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Overview
With our acquisition of SideChannel, Inc., a Massachusetts corporation, on July 1, 2022, we expanded our capabilities to include providing cybersecurity programs to mid-market companies, which are designed to help those companies protect their assets. With the additional of SideChannel, we now employ what we believe to be among the market’s most skilled and experienced talent to help our clients to improve their defenses against cybercrime. With the SideChannel acquisition, we now have over 20 C-suite level information security officers, who possess combined experience of over 400 years in the industry. To date, SideChannel has created over 50 multi-layered cybersecurity programs for its clients.
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.
We believe that our customers, and prospective customers, in the mid-market will favor our approach, as it provides them with an efficient way to work with a single vendor to manage and oversee their cybersecurity programs. We also believe that our approach will reduce our customers’ overall security costs and streamline their ability to increase their sales, reduce regulatory risks and monitor their risk posture.
We believe that we provide a full range of cybersecurity solutions through our in-house delivery capabilities, and through our network of subcontractors. We work with our clients to help them select the right cybersecurity tools, products, and solutions. We believe that our use of subcontractors allows us to quickly move directly into implementation of projects, which we believe reduces the risk to our customer. Our subcontractors also provide us with sales leads and referrals, and may resell our services to their own client base. We believe that this allows us to maximize our sales efforts, reduce expense of sales, and gain new customers.
Prior to our acquisition of SideChannel, we offered our customers a license to use our Polymorphic Encryption Core (“PEC”), which is a secure, advanced polymorphic data-in-motion product. Recently, one licensee, Castle Shield, began to report early-stage product sales from its software tools that contain our PEC.
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. On February 14, 2022, we announced the launch of Enclave, our first internally developed product.
Enclave is a product 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 micro-segmentation available to everyone at a low cost, and with minimum technical administration.
The Enclave platform is available through a free plan or a fee per user plan, designed to fit the needs of the two types of end users of the platform. The free plan will give individual users the ability to use the platform for hobby and educational purposes. The fee per user plan will focus on business users, allowing them to have a more private experience that addresses security and optimization gaps that we believe many companies face in today’s ever-changing technology environment.
We anticipate that we will need between $2.0 million and $2.7 million of cash to cover our operating expenses for the next twelve months. We expect to cover those expenses with the net proceeds we received from a private placement of our securities in the first quarter of our fiscal year 2021. We further anticipate that the SideChannel acquisition may mitigate or reduce our use of cash for operating expenses. We intend to manage our business such that our current cash reserves will be sufficient to allow us to reach positive cash flow from our operations, but we cannot assure you that will occur.
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Results of Operations
Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021
Our revenue was $198 for the three months ended June 30, 2022, compared to zero revenue for the three months ended June 30, 2021. The revenue in fiscal 2022 was related to our licensing agreement with Castle Shield.
Our general and administrative expense was $1,107,310 for the three months ended June 30, 2022, compared to $197,534 for the three months ended June 30, 2021, an increase of $909,776, or 461%. The increase was driven by several factors including: (i) $479,075 in costs related to the SideChannel acquisition; (ii) an increase in headcount related expenses of $335,232; and (iii) a $45,000 increase in the amortization of deferred costs related to private placement fees. The increase in general and administrative expense was partially offset by (i) a reduction of $441,597 as a result of a recognized gain related to the write-off of remaining right-of-use (ROU) assets and operating lease liability after the early termination of our final operating lease; and (ii) decreases in other items, including a reduction of $192,732 in legal expense, as well as a decrease of $168,765 in rent expense.
Our selling and marketing expenses were $82,548 for the three months ended June 30, 2022, compared to zero for the three months ended June 30, 2021. Our sales and marketing expenses in fiscal 2022 include (i) consultant expenses of $37,500, (ii) $34,875 in brand and website marketing costs, and (iii) stock compensation expense of $10,173.
Our research and development expenses were $191,258 for the three months ended June 30, 2022, compared to $169,098 for the three months ended June 30, 2021, an increase of $22,160 or 13%. The increase was primarily due to a $58,020 increase in development expenses, as well as a $26,672 increase in personnel related costs. These increases were partially offset by a $62,532 decrease in consultant expenses.
Our other income (expense) was zero for the three months ended June 30, 2022, compared to other income of $191,052 for the three months ended June 30, 2021. The other income in fiscal 2021 was related to the Paycheck Protection Program, or PPP, partial loan forgiveness we received, partially offset by a minor amount of interest expense.
Nine Months Ended June 30, 2022, Compared to Nine Months Ended June 30, 2021
Our revenue was $449 for the nine months ended June 30, 2022, compared to $15,417 for the nine months ended June 30, 2021, a decrease of $14,968, or 97%. The reduction in our revenue in fiscal 2022 was due to low sales activity from our licensees during the nine months ended June 30, 2022.
Our general and administrative expense was $2,183,340 for the nine months ended June 30, 2022, compared to $1,748,398 for the nine months ended June 30, 2021, an increase of $434,942, or 25%. The increase in our general and administrative expense was driven by several factors including: (i) $479,075 in SideChannel acquisition related costs in fiscal 2022; (ii) an increase in headcount related expenses of $232,384; and (iii) a $135,000 increase in the amortization of deferred costs related to private placements fees. These increases in general and administrative expense were partially offset by decreases in other items, including (i) a reduction of $441,597 in general and administrative expense in fiscal 2021 as a result of a gain we recognized related to the write-off of our remaining right-of-use (ROU) assets and an operating lease liability after the early termination of our final operating lease; (ii) a reduction of $356,602 in legal expense; (iii) a decrease of $302,811 in rent expense and (iv) a decrease in professional fees of $165,485.
Our selling and marketing expense was $188,316 for the nine months ended June 30, 2022, compared to $56,250 for the nine months ended June 30, 2021, an increase of $132,066, or 235%. The increase in our sales and marketing expense was the result of several factors including: (i) an increase of $112,500 in consultant expenses; and (ii) an increase of $64,625 in brand and website marketing costs. These increased selling and marketing expenses were partially offset by a $45,059 decrease in headcount related costs during fiscal 2021 that were not incurred in the current fiscal year.
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Our research and development expense were $461,816 for the nine months ended June 30, 2022, compared to $465,974 for the nine months ended June 30, 2021, a decrease of $4,158 or 1%. The slight reduction in our research and development expense was primarily the result of a $134,786 decrease in consulting related costs, resulting from the spending reductions we initiated during the prior fiscal year. This cost reduction was partially offset by an increase in payroll related expense of $72,608 and an increase of $58,020 in product development expenses.
Our other income (expense) was zero for the nine months ended June 30, 2022, compared to other income of $191,052 for the nine months ended June 30, 2021. The other income in fiscal 2021 was related to the partial forgiveness of our PPP loan, partially offset by a minor amount of interest expense.
Liquidity and Capital Resources
We had an accumulated deficit of $74,363,914 as of June 30, 2022. We expect to continue to incur expenses, and generate continued operating losses, until we can generate revenues that are sufficient to cover our expected ongoing expenses. We anticipate that our operating expenses for the next twelve months will require between $2.0 million and $2.7 million of cash. We expect to cover those expenses with some of the net proceeds we received from a private placement of our equity securities in the first quarter of our fiscal year 2021. We further anticipate the SideChannel acquisition will mitigate or reduce our use of cash for operating expenses. We intend to manage our business so that our current cash reserves will be sufficient to allow us to reach positive cash flow from our operations, but we cannot assure you that will occur. We do not currently have access to any credit facilities and we cannot guarantee that we will be able to access any credit facilities if needed.
On June 30, 2022, we had cash and cash equivalents of $3,588,912, primarily representing proceeds from the private placement of shares of our common stock in March and April of 2021.
As of June 30, 2022, we had working capital of $3,010,376, compared to working capital of $4,756,094 as of September 30, 2021.
Cash Flows
The following table summarizes, for the periods indicated, selected items in our condensed Statements of Cash Flows:
Nine Months Ended
June,
2022 2021
Net cash provided by (used in):
Operating activities $ (2,195,082 ) $ (2,566,292 )
Investing activities $ — $ —
Financing activities $ — $ 8,334,961
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Operating Activities.
For the nine months ended June 30, 2022, we recorded a net loss of $2,833,023. Our net cash used in operating activities during this period was $2,195,082. During the nine months ended June 30, 2022, we had non-cash charges of $135,000 for amortization of deferred costs related to private placement fees. In addition, we recorded $84,305 of stock-based compensation expense during the period. Our prepaid expenses declined by $251,645, reflecting the amortization of those prepaid expenses during fiscal 2022. We also settled $854,000 of our accounts payable and accrued liabilities through the issuance of 4,744,448 shares of our common stock to our creditors. We issued another 200,000 shares of our common stock to cover $14,000 in legal settlement expenses. Our accrued compensation expense increased by $175,000 during fiscal 2022 as a result of bonuses paid to our employees as of June 30, 2022.
Investing Activities. We had no investing activities during the nine months ended June 30, 2022.
Financing Activities. We had no financing activities during the nine months ended June 30, 2022.
Off-Balance Sheet Arrangements
During the nine months ended June 30, 2022, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our interests.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Our management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions. As of June 30, 2022, there have been no significant changes to the accounting estimates and assumptions that we have deemed critical in the past. Our critical accounting estimates and assumptions are more fully described in our Annual Report on Form 10-K for our fiscal year 2021.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item, as we are a “smaller reporting company,” as defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report, at the reasonable assurance level.
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Changes in Internal Control over Financial Reporting
During the nine months ended June 30, 2022, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions regarding significant deficiencies and material weaknesses.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that our management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.
Such current litigation or other legal proceedings are described in, and incorporated by reference into, this “Part II - Item 1. Legal Proceedings” from “Part I - Item 1. Financial Statements” in the notes to financial statements in “Litigation” in Note 4 – Commitments and Contingencies. We believe that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of current litigation or other legal claims could change in light of the discovery of facts not presently known to us, or by decisions of judges, juries or other finders of fact, that are not in accord with our evaluation of the possible liability or outcome of such litigation or claims.
Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters are resolved against us in a reporting period for amounts in excess of our expectations, our financial condition and operating results for that reporting period could be materially adversely affected.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended September 30, 2021, filed with the Securities and Exchange Commission on December 21, 2021, under the heading “Risk Factors.” [Should these be updated to reflect the acquisition?]
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Sales of Securities
Except as set forth below, we had no unregistered sales of our securities during the quarter ended June 30, 2022, and from the period from June 30, 2022 to the filing date of this Report, that have not previously been disclosed in our Quarterly Reports on Form 10-Q or in a Current Report on Form 8-K. On July 6, 2022, we filed a Current Report on From 8-K disclosing that we had issued the First Tranche Shares and the Series A Preferred Stock to the Sellers pursuant to the terms of the Purchase Agreement, as described above. The First Tranche Shares and the Series A Preferred Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit
No.
Description Form File No. Exhibit
Filing
Date
Filed/Furnished Herewith
31.1* Certification of Principal Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X
31.2* Certification of Principal Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X
32.1** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X
32.2** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. XBRL Instance Document X
101.SCH* Inline XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Schema Document X
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Label Linkbase Document X
101.LAB* Inline XBRL Taxonomy Extension Presentation Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document X
104* Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set X
* Filed herewith.
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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 thereunto duly authorized.
SideChannel, Inc.
Date: August 15, 2022 By: /s/ Brian Haugli
Brian Haugli
Chief Executive Officer
(Principal Executive Officer)
SideChannel, Inc.
Date: August 15, 2022 By: /s/ Ryan Polk
Ryan Polk
Chief Financial Officer
(Principal Accounting/Financial Officer)
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Exhibit 31.1
Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
I, Brian Haugli, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SideChannel, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, which involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 15, 2022 By: /s/ Brian Haugli
Name: Brian Haugli
Title: Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
I, Ryan Polk, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SideChannel, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, which involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 15, 2022 By: /s/ Ryan Polk
Name: Ryan Polk
Title: Chief Financial Officer
(Principal Financial/Accounting Officer)
Exhibit 32.1
CERTIFICATIONS
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (A) and (B) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, Brian Haugli, Principal Executive Officer of SideChannel, Inc., a Delaware corporation (the “Company”), hereby certify, to my knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
Date: August 15, 2022 By: /s/ Brian Haugli
Name: Brian Haugli
Title: Chief Executive Officer
(Principal Executive Officer)
Great article posted on LinkedIn by Brian. Speaks loudly about his vision and integrity!!
I sure do like the way this is shaping up. Excited to hear what our leaders have to say on Monday.
https://www.linkedin.com/pulse/three-seats-table-brian-haugli/?trackingId=YVrqvNpiAaWhTb8U35cuRg%3D%3D
I am very happy with the fact that Brian is doing a Conference Call this quick. It shows his integrity and that he has his shareholders interest at hand. I’m looking forward to hearing from him. I’m definitely interested in hearing about our technology and where it fits in with his plans. I’m also interested in his plan to take SideChannel to a larger trading platform. Is the nasdaq in our future and how does he see this happening?
#thetruththewholetruthnothingbutthetruth
This is the questions that I sent in for Brian. I suggest shareholders take advantage of the chance to be heard by sending in questions.
It's been a big discussion on IHub on whether or not the cipherloc technology even works and if it does...is SideChannel going to be using it and touting it's ability to be quantum proof. Also what will SideChannel have to do to be able to move to another exchange. What are the requirements to be able to move to another exchange.
Dial: +1-203-518-9765
Conference ID: SCF222
Webcast: https://sidechannel.com/ then "About," Investors, "Events & Presentations"
Q&A: The call will include management remarks and a Q&A session comprised of questions submitted in advance. Questions will be aggregated and read on the call for management to address as part of the teleconference event. Questions must be submitted to mkreps@darrowir.com no later than 4:00 pm Eastern Time on Friday, August 12 for inclusion.
WORCESTER, MA / ACCESSWIRE / August 9, 2022 / SideChannel, Inc. (OTCQB:SDCH) ("SideChannel"), a provider of cybersecurity services and technology to middle market companies, announced that it will release its financial results for the quarter ended June 30, 2022 after the market close on Monday, August 15 and will also host a conference call and webcast at 5:00 pm Eastern Daylight Time on August 15, 2022.
Tuesday, August 15, 2022 at 5:00 pm EDT
Dial: +1-203-518-9765
According to Milton the tech works and is easily adaptable…..
Stockbarbers Quote…. Very true... I knew the Cipherloc technology was a joke from day one... and repeatedly said so!
#thetruththewholetruthnothingbutthetruth
This should be the number one question asked of , or addressed by Brian when he decides to have a Conference Call for shareholders of stock. I’m definitely interested in knowing about the technology and if it’s being used and implemented. I’m curious why it’s not on the website anywhere. Either we are going to be pleasantly surprised or we are not when this question is answered…..but either way the question of “does the tech actually work” will be answered.
Stockbarbers Quote…. Very true... I knew the Cipherloc technology was a joke from day one... and repeatedly said so!
I enjoy the day to day postings of our CEO. Its hard no to get excited about this new merger.
https://www.linkedin.com/in/brianhaugli/