SideChannel Inc (SDCH)

[vCISO]

Small Company Offering and Sale of Securities Without Registration (d)

Source: Edgar (US Regulatory)
o NoneEntity Type
0001022505
American Mortgage Company
National Scientific Corporation
Cloud Medical Doctor Software Corporation
NATIONAL SCIENTIFIC CORP/AZ

x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
CIPHERLOC Corp
Jurisdiction of Incorporation/OrganizationTEXAS
Year of Incorporation/Organization
x Over Five Years Ago
o Within Last Five Years (Specify Year)
o Yet to Be Formed



2. Principal Place of Business and Contact Information
Name of Issuer
CIPHERLOC Corp
Street Address 1 Street Address 2
6836 BEE CAVE ROAD BUILDING 1, SUITE 279
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
AUSTIN TEXAS 78746 [phone]



3. Related Persons
Last Name First Name Middle Name
Wilkinson Tom
Street Address 1 Street Address 2
6836 Bee Caves Road Building 1, Suite 279
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78746
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)

Last Name First Name Middle Name
Ambrose Anthony
Street Address 1 Street Address 2
6836 Bee Caves Road Building 1, Suite 279
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78746
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)

Last Name First Name Middle Name
Chasteen David
Street Address 1 Street Address 2
6836 Bee Caves Road Building 1, Suite 279
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78746
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)

Last Name First Name Middle Name
Davis Sammy
Street Address 1 Street Address 2
6836 Bee Caves Road Building 1, Suite 279
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78746
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)


Last Name First Name Middle Name
Polk Ryan
Street Address 1 Street Address 2
6836 Bee Caves Road Building 1, Suite 279
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78746
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)

Last Name First Name Middle Name
Hnatiw Nick
Street Address 1 Street Address 2
6836 Bee Caves Road Building 1, Suite 279
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78746
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)




4. Industry Group
o Agriculture Health Care o Retailing
Banking & Financial Services o Biotechnology o Restaurants
o Commercial Banking o Health Insurance Technology
o Insurance o Hospitals & Physicians o Computers
o Investing o Pharmaceuticals o Telecommunications
o Investment Banking o Other Health Care x Other Technology
o Pooled Investment Fund

Travel
o Other Banking & Financial Services o Manufacturing o Airlines & Airports
Real Estate o Lodging & Conventions
o Commercial o Tourism & Travel Services
o Construction o Other Travel
o REITS & Finance o Other
o Residential
o Other Real Estate
o Business Services
Energy
o Coal Mining
o Electric Utilities
o Energy Conservation
o Environmental Services
o Oil & Gas
o Other Energy


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
x $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
o Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506(b)
o Rule 504 (b)(1)(ii) o Rule 506(c)
o Rule 504 (b)(1)(iii) o Securities Act Section 4(a)(5)
o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale 2021-03-31 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities x Option, Warrant or Other Right to Acquire Another Security
x Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)



10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No

Clarification of Response (if Necessary)


11. Minimum Investment
Minimum investment accepted from any outside investor $ 25000 USD

12. Sales Compensation
Recipient Recipient CRD Number o None
PAULSON INVESTMENT COMPANY LLC 5670
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None

Street Address 1 Street Address 2
40 WALL STREET 39TH FLOOR
City State/Province/Country ZIP/Postal Code
NEW YORK NEW YORK 10005
State(s) of Solicitation x All States o Foreign/Non-US





13. Offering and Sales Amounts
Total Offering Amount $ 10000000 USD o Indefinite
Total Amount Sold $ 9998928 USD
Total Remaining to be Sold $ 1072 USD o Indefinite

Clarification of Response (if Necessary)
Cipherloc has closed the equity raise and will not issue equity for the remaining potential $1,072.


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 108


15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $ 1334861 USD o Estimate
Finders' Fees $ 0 USD o Estimate

Clarification of Response (if Necessary)
In addition to sales commissions, 10 year warrants were granted to purchase 15% of the shares sold in the offering (i.e., warrants to purchase 8,332,440 shares).


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$ 435000 USD o