الإحصائيات الأساسية
| CIK | 1022505 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SideChannel, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| August 20, 2025 |
SideChannel Debuts Threat Intelligence Labs at DEF CON 33 Exhibit 99.1 SideChannel Debuts Threat Intelligence Labs at DEF CON 33 WORCESTER, MA / ACCESSWIRE / August 20 , 2025 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, debuted its Threat Intelligence Labs, Threat Mitigation platform, and related services at DEF CON 33 in Las Vegas. The new Insider T |
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| August 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-28745 SideChannel, Inc. |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| August 13, 2025 |
Exhibit 99.1 SideChannel Reports Third Quarter Results Financial results conference call on Wednesday, August 13 @ 4:30 P.M. ET WORCESTER, MA / ACCESSWIRE / August 13 , 2025 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced its financial results for the third quarter of the fiscal y |
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| July 15, 2025 |
Exhibit 99.1 SideChannel’s Enclave Zero Trust Software Selected to Modernize Cyber Defenses for Major Arizona City, Protecting Vital Infrastructure WORCESTER, MA / ACCESS Newswire / July 15, 2025 – SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leader in cybersecurity software and services, today announced that a major Arizona city has selected its Enclave platform to modernize and secure its m |
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| July 15, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 17, 2025 |
Exhibit 99.1 SideChannel Wins Second Department of Defense Software Contract SideChannel’s Enclave Software to Increase DoD Intelligence Network Security WORCESTER, MA / ACCESSWIRE / June 17, 2025 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leader in modern cybersecurity technology and services solutions, today announced the deployment of its Enclave zero trust software by a second service |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-28745 SideChannel, Inc |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 7, 2025 |
Exhibit 99.1 SideChannel Reports Second Quarter Results Financial results conference call on Wednesday, May 7 @ 4:30 P.M. ET WORCESTER, MA / ACCESSWIRE / May 7, 2025 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced its financial results for the second fiscal year quarter ended Marc |
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| March 13, 2025 |
LAURA ANTHONY, ESQ. CRAIG D. LINDER, ESQ.* JOHN CACOMANOLIS, ESQ.** Associates and OF COUNSEL: CHAD FRIEND, ESQ., LLM MICHAEL R. GEROE, ESQ., CIPP/US*** JESSICA HAGGARD, ESQ. **** christopher t. hines ***** PETER P. LINDLEY, ESQ., CPA, MBA JOHN LOWY, ESQ.****** STUART REED, ESQ. LAZARUS ROTHSTEIN, ESQ. SVETLANA ROVENSKAYA, ESQ.******* HARRIS TULCHIN, ESQ. ******** WWW.ALCLAW.COM WWW.SECURITIESLAWB |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-28745 Side |
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| February 19, 2025 |
SideChannel Attending 2025 Global Force Symposium March 25 – 27 in Huntsville, Alabama Exhibit 99.1 SideChannel Attending 2025 Global Force Symposium March 25 – 27 in Huntsville, Alabama WORCESTER, MA / ACCESSWIRE / February 19, 2025 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced it will be an attendee and exhibitor at the 2025 Global Force Symposium hosted by the |
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| February 19, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 14, 2025 |
Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 5, 2025 |
Exhibit 99.1 SideChannel Reports First Quarter Results Financial results conference call on Wednesday, February 5 @ 4:30 P.M. ET WORCESTER, MA / ACCESSWIRE / February 5, 2025 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced its financial results for the first quarter of the fiscal |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-28745 SideChannel, |
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| January 21, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| January 21, 2025 |
Recon Infosec Partners with SideChannel to Offer More Comprehensive Cybersecurity Solutions EX-99.1 2 ex99-1.htm Exhibit 99.1 Recon Infosec Partners with SideChannel to Offer More Comprehensive Cybersecurity Solutions Worcester, MA — Tuesday, January 21st 2025 — Recon Infosec and SideChannel (OTCQB:SDCH) are excited to announce a new partnership, which gives Recon Infosec’s clients access to SideChannel’s virtual Chief Information Security Officer (vCISO) services and gives SideChannel’s |
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| December 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 13, 2024 |
EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of September 30, 2024, SideChannel, Inc. (the “Company”) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.001 per share (“Common Stock”). Description of Common |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28745 SideChannel, Inc. (Exact |
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| December 13, 2024 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Incorporation SCS, Inc. Massachusetts |
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| December 5, 2024 |
Exhibit 99.1 SideChannel Achieves Full Year Cash Provided by Operations Financial results conference call on Thursday, December 5 @ 4:30 P.M. ET WORCESTER, MA / ACCESSWIRE / December 5, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced its financial results for the fiscal year |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| November 26, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 26, 2024 |
Exhibit 99.1 SideChannel, Inc. Announces Financial Results & Corporate Update Conference Call Fiscal Year 2024 Conference Call on December 5, 2024 at 4:30 pm ET WORCESTER, MA / ACCESSWIRE / November 26, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, announced a change in its schedule for re |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| October 31, 2024 |
SideChannel Wins Major Contract with Large DoD Agency to Implement Zero Trust Communications Exhibit 99.1 For Immediate Release SideChannel Wins Major Contract with Large DoD Agency to Implement Zero Trust Communications Boston, MA, October 29, 2024 – SideChannel, the creator of the innovative zero-trust network microsegmentation solution Enclave, is proud to announce an initial contract win with a prominent defense research and development organization within the U.S. Department of Defen |
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| September 27, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) SideChannel, Inc. |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 to Registration Number 333-260463 and POST-EFFECTIVE AMENDMENT NO. 1 to Registration Statement No. 333-265892 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 86-0837077 (State or other jurisdiction |
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| September 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 9, 2024 |
Dutch Schwartz Joins SideChannel to Lead the Company’s New Cloud Security and Architecture Practice Exhibit 99.1 Dutch Schwartz Joins SideChannel to Lead the Company’s New Cloud Security and Architecture Practice Worcester, MA — September 9, 2024 — SideChannel, a leading provider of comprehensive cybersecurity solutions, is excited to announce the appointment of Dutch Schwartz as Vice President of Cloud Services, where he will spearhead the Cloud Security and Architecture practice. Schwartz brin |
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| August 7, 2024 |
Exhibit 99.1 SideChannel Continues Positive Quarterly Cash Flow from Operations Financial results conference call on Wednesday, August 7 @ 4:30 P.M. ET WORCESTER, MA / ACCESSWIRE / August 7, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced its financial results for the three a |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28745 SideChanne |
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| August 7, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File N |
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| July 25, 2024 |
SideChannel Strengthens Leadership Team with Key Promotions and New Hires Exhibit 99.1 FOR IMMEDIATE RELEASE SideChannel Strengthens Leadership Team with Key Promotions and New Hires WORCESTER, MA / ACCESSWIRE / July 25, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel” or the “Company”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced the promotion of Matt Klein to Chief Operating Officer (COO) and |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 7, 2024 |
Exhibit 99.1 SideChannel Reports Positive Quarterly Cash Flow from Operations Trailing twelve month revenue exceeds $7 million; Revenue up 15.8% year-to-date WORCESTER, MA / ACCESSWIRE / May 7, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced its financial results for the thre |
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| May 7, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 7, 2024 |
Resignation Letter of Kevin Powers, dated April 19, 2024. Exhibit 17.1 Hi Debbie and Brian: As we discussed in separate conversations, I will be resigning from the Board of Directors of SideChannel. My resignation is not based on any disagreement (or any issue for that matter) with the Management team and/or the Board of Directors. Rather, I have varying opportunities that I want to pursue for which I could not if I remained on the Board of Directors. As |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-28745 SideChannel, Inc |
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| May 2, 2024 |
Exhibit 99.1 SideChannel, Inc. Announces Financial Results & Corporate Update Conference Call Second Quarter Conference Call & webcast on May 7, 2024 at 4:30 pm ET WORCESTER, MA / ACCESSWIRE / May 2, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, announced a change in its schedule for relea |
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| May 2, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 21, 2024 |
SideChannel Announces New Board of Directors Appointments and Re-Election of Chairwoman Exhibit 99.1 FOR IMMEDIATE RELEASE SideChannel Announces New Board of Directors Appointments and Re-Election of Chairwoman Worcester, MA – February 21, 2024 – SideChannel, Inc. (OTCQB:SDCH) (“SideChannel” or the “Company”), a leading provider of cybersecurity services and technology to emerging and middle market companies, is delighted to announce the appointment of two esteemed professionals, Gen |
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| February 21, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 20, 2024 |
Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-28745 SideChannel, |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| February 7, 2024 |
Exhibit 99.1 SideChannel Reports Continued Quarterly Revenue Growth Financial results conference call on Wednesday, February 7 @ 4:30 P.M. EST WORCESTER, MA / ACCESSWIRE / February 7, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced its financial results for the three months e |
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| February 1, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| February 1, 2024 |
Exhibit 99.1 SideChannel, Inc. Announces 2024 Schedule for Financial Results & Corporate Update Conference Calls First Quarter Conference Call & webcast on February 7, 2024 at 4:30 pm ET WORCESTER, MA / ACCESSWIRE / February 1, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a provider of cybersecurity services and technology to emerging and middle market companies, announced its schedule f |
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| January 30, 2024 |
SideChannel Announces Key Promotions to Fuel Growth and Success Exhibit 99.1 FOR IMMEDIATE RELEASE SideChannel Announces Key Promotions to Fuel Growth and Success WORCESTER, MA / ACCESSWIRE / January 30, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced the promotion of three of its outstanding team members, further strengthening its leader |
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| January 30, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| January 9, 2024 |
Exhibit 99.1 New Analyst Coverage Initiated on SideChannel Cybersecurity Innovator SideChannel Gains Wall Street Attention WORCESTER, MA / ACCESSWIRE / January 9, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced that Trickle Research has initiated research coverage of SideChan |
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| January 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 5) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIDECHANNEL, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Warrants to Purchase Common Stock with an Exercise Price of $0.36 (Title of Class of Securities) N/A (CUSIP Numbe |
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| December 27, 2023 |
EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of September 30, 2023, SideChannel, Inc. (the “Company”) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.001 per share (“Common Stock”). Description of Common |
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| December 27, 2023 |
SideChannel Exchanges 2021 Warrants for Common Stock and New Warrants Exhibit 99.1 SideChannel Exchanges 2021 Warrants for Common Stock and New Warrants WORCESTER, MA / ACCESSWIRE / December 27, 2023 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, announced the successful completion of a tender offer with holders of certain 2021 warrants. On November 7, 2023, SideC |
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| December 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28745 SideChannel, Inc. (Exact |
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| December 27, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 SideChannel, Inc. |
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| December 27, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Incorporation SCS, Inc. Massachusetts |
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| December 21, 2023 |
Email from Chief Financial Officer Announcing 4th Amendment * Exhibit 99(a)(1)(M) To: 2021 Investor Warrant Holder From: Ryan Polk Subject: SideChannel Warrant Exchange Offer Amended with Clarifying Statements in Response to Questions from the SEC Date: December 21, 2023 The purpose of this email is to inform you of amendments we have made to the Offer to Exchange your 2021 Investor Warrants for common stock and new warrants. |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 4) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIDECHANNEL, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Warrants to Purchase Common Stock with an Exercise Price of $0.36 (Title of Class of Securities) N/A (CUSIP Numbe |
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| December 20, 2023 |
SideChannel, Inc. Summary Financial Data (In thousands) Consolidated Balance Sheet Data United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| December 11, 2023 |
Email from Chief Financial Officer Announcing the At Least 65% Requirement * Exhibit 99(A)(1)(L) |
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| December 11, 2023 |
Email from Chief Executive Officer to 2021 Investor Warrant Holders * Exhibit 99(A)(1)(K) |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIDECHANNEL, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Warrants to Purchase Common Stock with an Exercise Price of $0.36 (Title of Class of Securities) N/A (CUSIP Numbe |
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| December 4, 2023 |
Exhibit 99(a)(1)(H) OFFER TO EXCHANGE COMMON STOCK FOR CERTAIN OUTSTANDING WARRANTS OF SIDECHANNEL, INC. |
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| December 4, 2023 |
Email from Chief Financial Officer Regarding Amended Offer to Exchange * Exhibit 99(a)(1)(I) |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIDECHANNEL, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Warrants to Purchase Common Stock with an Exercise Price of $0.36 (Title of Class of Securities) N/A (CUSIP Numbe |
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| December 4, 2023 |
Filing Fee Table Amended December 1, 2023 * Exhibit 107 Calculation of Filing Fee Tables SC TO-I (Form Type) SideChannel, Inc. |
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| December 4, 2023 |
2023 Warrant Exchange Offer Break-even Analysis * Exhibit (99)(a)(1)J |
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| December 1, 2023 |
United States Securities and Exchange Commission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| November 14, 2023 |
Exhibit 99(a)(1)(F) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIDECHANNEL, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Warrants to Purchase Common Stock with an Exercise Price of $0.36 (Title of Class of Securities) N/A (CUSIP Numbe |
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| November 14, 2023 |
Warrant Exchange Offer Presentation * Exhibit 99(a)(1)(G) |
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| November 7, 2023 |
Notice of Withdrawal for the 2021 Investor Warrants.* Exhibit 99(a)(l)(C) NOTICE OF WITHDRAWAL FOR 2021 INVESTOR WARRANTS SIDECHANNEL, INC. |
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| November 7, 2023 |
Exhibit 99(a)(1)(A) OFFER TO EXCHANGE COMMON STOCK FOR CERTAIN OUTSTANDING WARRANTS OF SIDECHANNEL, INC. |
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| November 7, 2023 |
Letter from the Chief Financial Officer of the Company to the Holders of 2021 Investor Warrants* Exhibit 99(a)(l)(E) |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIDECHANNEL, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Warrants to Purchase Common Stock with an Exercise Price of $0.36 (Title of Class of Securities) N/A (CUSIP Number of Warrants) Rya |
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| November 7, 2023 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table FORM F-1 (Form Type) SIDECHANNEL, INC. |
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| November 7, 2023 |
Form of $0.36 Warrant with Five Year Term Issued in 2021.* Exhibit 99(d)(1) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| November 7, 2023 |
2023 Common Stock Purchase Warrant * Exhibit 99(a)(l)(D) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| November 7, 2023 |
Letter of Transmittal for the 2021 Investor Warrants.* Exhibit 99(a)(1)(B) LETTER OF TRANSMITTAL FOR THE 2021 INVESTOR WARRANTS Representing Warrants Issued to Certain Investors from March 31, 2021 through April 16, 2021 Exercisable for Shares of Common Stock at an Exercise Price of $0. |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| November 3, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 SideChannel, Inc. |
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| November 3, 2023 |
Notice of Withdrawal of the Offer to the Holders of the Warrants (November 3, 2023) Exhibit 10.1 |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIDECHANNEL, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer) Warrants to Purchase Common Stock with an Exercise Price of $1.00 Warrants to Purchase Common Stock with an Exerci |
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| November 3, 2023 |
Exhibit (a)(1)(J) |
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| September 20, 2023 |
Exhibit (a)(1)(I) |
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| September 20, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 SideChannel, Inc. |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIDECHANNEL, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer) Warrants to Purchase Common Stock with an Exercise Price of $1.00 Warrants to Purchase Common Stock with an Exerci |
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| August 25, 2023 |
Form of $0.18 Warrant with Ten Year Term Issued in 2021.* Exhibit (d)(2) Warrant #PA-04-2021-27 PURCHASE WARRANT Issued to: [Warrantholder] Exercisable to Purchase [Quantity] Shares of Common Stock of Cipherloc Corporation Issue Date: April 16, 2021 Expiration Date: April 16, 2031 THE WARRANT REPRESENTED BY THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. |
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| August 25, 2023 |
Letter of Transmittal for the Paulson Warrants.* Exhibit 99(a)(1)(B) LETTER OF TRANSMITTAL FOR THE PAULSON PLACEMENT AGENT WARRANTS Representing Warrants Exercisable for Shares of Common Stock at an Exercise Price of $1. |
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| August 25, 2023 |
Form of $1.00 Warrant with Ten Year Term Issued in 2018.* Exhibit (d)(1) |
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| August 25, 2023 |
Form of $0.36 Warrant with Five Year Term Issued in 2021.* EXHIBIT (d)(3) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| August 25, 2023 |
Notice of Withdrawal for the Investor Warrants.* Exhibit 99(a)(l)(E) NOTICE OF WITHDRAWAL FOR INVESTOR WARRANTS SIDECHANNEL, INC. Offer to Exchange Common Stock for Warrants exercisable at a price of $0.36 per Share for Common Stock of SideChannel, Inc. THE OFFER TO EXCHANGE AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 19, 2023 UNLESS THE OFFER TO EXCHANGE IS EXTENDED. The undersigned acknowledges receipt of the off |
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| August 25, 2023 |
Letter from the Chief Financial Officer of the Company to the Holders of Warrants Exhibit 99(a)(l)(F) |
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| August 25, 2023 |
Letter of Transmittal for the Investor Warrants.* Exhibit 99(a)(1)(C) LETTER OF TRANSMITTAL FOR THE INVESTOR WARRANTS Representing Warrants Issued to Certain Investors from March 31, 2021 through April 16, 2021 Exercisable for Shares of Common Stock at an Exercise Price of $0. |
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| August 25, 2023 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table FORM F-1 (Form Type) SIDECHANNEL, INC. |
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| August 25, 2023 |
Warrant Exchange Offer Webinar Presentation* Exhibit 99.(a)(1)(G) |
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| August 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIDECHANNEL, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer) Warrants to Purchase Common Stock with an Exercise Price of $1.00 Warrants to Purchase Common Stock with an Exercise Price of $0.36 |
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| August 25, 2023 |
Offer to Exchange Common Stock for Certain Outstanding Warrants.* Exhibit 99(a)(1)(A) OFFER TO EXCHANGE COMMON STOCK FOR CERTAIN OUTSTANDING WARRANTS OF SIDECHANNEL, INC. |
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| August 25, 2023 |
Executed Letter of Transmittal Confirmation* Exhibit 99.(a)(1)(H) |
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| August 25, 2023 |
Notice of Withdrawal for the Paulson Warrants.* Exhibit 99(a)(l)(D) NOTICE OF WITHDRAWAL OF PAULSON PLACEMENT AGENT WARRANTS SIDECHANNEL, INC. |
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| August 22, 2023 |
Letter of Transmittal for the Investor Warrants.* Exhibit 99(a)(1)(C) LETTER OF TRANSMITTAL FOR THE INVESTOR WARRANTS Representing Warrants Issued to Certain Investors from March 31, 2021 through April 16, 2021 Exercisable for Shares of Common Stock at an Exercise Price of $0. |
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| August 22, 2023 |
Notice of Withdrawal for the Investor Warrants.* Exhibit 99(a)(l)(E) NOTICE OF WITHDRAWAL FOR INVESTOR WARRANTS SIDECHANNEL, INC. Offer to Exchange Common Stock for Warrants exercisable at a price of $0.36 per Share for Common Stock of SideChannel, Inc. THE OFFER TO EXCHANGE AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 19, 2023 UNLESS THE OFFER TO EXCHANGE IS EXTENDED. The undersigned acknowledges receipt of the off |
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| August 22, 2023 |
Letter from the Chief Financial Officer of the Company to the Holders of Warrants Exhibit 99(a)(l)(F) |
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| August 22, 2023 |
Notice of Withdrawal for the Paulson Warrants.* Exhibit 99(a)(l)(D) NOTICE OF WITHDRAWAL OF PAULSON PLACEMENT AGENT WARRANTS SIDECHANNEL, INC. |
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| August 22, 2023 |
Form of $1.00 Warrant with Ten Year Term Issued in 2018.* Exhibit (d)(1) |
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| August 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIDECHANNEL, INC. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer) Warrants to Purchase Common Stock with an Exercise Price of $1.00 Warrants to Purchase Common Stock with an Exercise Price of $0.36 |
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| August 22, 2023 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table FORM F-1 (Form Type) SIDECHANNEL, INC. |
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| August 22, 2023 |
Exhibit 99(a)(1)(A) OFFER TO EXCHANGE COMMON STOCK FOR CERTAIN OUTSTANDING WARRANTS OF SIDECHANNEL, INC. |
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| August 22, 2023 |
Letter of Transmittal for the Paulson Warrants.* Exhibit 99(a)(1)(B) LETTER OF TRANSMITTAL FOR THE PAULSON PLACEMENT AGENT WARRANTS Representing Warrants Exercisable for Shares of Common Stock at an Exercise Price of $1. |
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| August 22, 2023 |
Form of $0.18 Warrant with Ten Year Term Issued in 2021.* Exhibit (d)(2) Warrant #PA-04-2021-27 PURCHASE WARRANT Issued to: [Warrantholder] Exercisable to Purchase [Quantity] Shares of Common Stock of Cipherloc Corporation Issue Date: April 16, 2021 Expiration Date: April 16, 2031 THE WARRANT REPRESENTED BY THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. |
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| August 22, 2023 |
Form of $0.36 Warrant with Five Year Term Issued in 2021.* EXHIBIT (d)(3) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-28745 SideChannel, Inc. |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 SideChannel, Inc. |
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| June 27, 2023 |
Exhibit 99.1 Dear Stockholder: We are pleased to announce that Computershare Trust Company, N.A. (“Computershare”) has been appointed as the stock transfer agent and registrar for SideChannel, Inc. (SDCH), effective June 26, 2023. Please review the information that follows with regard to providing or updating your information with Computershare as this change takes effect. Accessing Your Shares |
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| June 15, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 SideChannel, Inc. |
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| May 9, 2023 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 SideChannel, Inc. |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-28745 SideChannel, Inc |
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| May 5, 2023 |
Exhibit 10.1 To: Rachel Darrow, Accountant From: Brian Haugli, CEO Date: April 28, 2023 Subject: Compensation Changes for Ryan Polk Effective with the April 30, 2023 payroll, Ryan Polk’s annual base compensation is being increased from $150,000 to $175,000. This increase is retroactive to October 1, 2022 and a catch-up amount should be included in the April 30 payroll to reflect the retroactive ap |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 SideChannel, Inc. |
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| February 21, 2023 |
SideChannel Announces Annual Meeting Results Deborah MacConnel Named as Chairwoman Exhibit 99.1 SideChannel Announces Annual Meeting Results Deborah MacConnel Named as Chairwoman WORCESTER, Mass., Feb. 21, 2023 (GLOBE NEWSWIRE) — via InvestorWire — SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a provider of cybersecurity products and services to emerging, middle-market and enterprise companies, today announces the results of its annual meeting of stockholders, held Feb. 15, 20 |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 SideChannel, Inc. |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-28745 SideChannel, |
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| January 6, 2023 |
DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 30, 2022 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 SIDECHANNEL, INC. INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (the “Agreement”) is entered into by and between SideChannel, Inc., a Delaware corporation (the “Company”), and Thomas W Wilkinson, CPA, PLLC, a Texas professional limited liability company (“Wilkinson”) this 28th day of December, 2022, and is effective as of February 15, 2023 |
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| December 28, 2022 |
PRE 14A 1 formpre14-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| December 20, 2022 |
Subsidiaries of the Registrant. Exhibit 22.1 Exhibit 22.1 Subsidiaries of the Registrant SideChannel, Inc. (?SideChannel?), a Delaware corporation, owns these subsidiaries. ? SCS, Inc. (Massachusetts corporation) is wholly owned by SideChannel. |
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| December 20, 2022 |
EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of September 30, 2022, SideChannel, Inc. (the ?Company?) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): its common stock, par value $0.001 per share (?Common Stock?). Description of Common |
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| December 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28745 SideChannel, Inc. (Name |
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| September 12, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 1, 2022 Date of Report (Date of Earliest Event Reported) SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State of incorporation) (Commission File Number |
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| September 12, 2022 |
SIDECHANNEL, INC. PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2022 EX-99.3 4 ex99-3.htm Exhibit 99.3 SIDECHANNEL, INC. PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2022 (UNAUDITED) SCS, Inc. Historical Cipherloc Corporation Historical Pro Forma Adjustments Ref. Note Pro forma Combined ASSETS Current assets Cash and cash equivalents $ 428,904 $ 3,588,912 $ — $ 4,017,816 Accounts receivable, net 535,648 — — 535,648 Unbilled revenue 12,600 — — 12,600 De |
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| September 12, 2022 |
Exhibit 99.4 FOR IMMEDIATE RELEASE SideChannel, Inc. Reports Acquiree Pre-acquisition Financial Results for the Nine Months Ended June 30, 2022 WORCESTER, MA ? September 12, 2022 ? On July 1, 2022, SideChannel, Inc. a provider of cybersecurity services and technology to middle market companies, was acquired by Cipherloc Corporation. The combined entity changed its name to SideChannel, Inc. (?SideC |
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| September 12, 2022 |
SCS, INC. AUDITED BALANCE SHEETS Exhibit 99.2 SCS, INC. AUDITED BALANCE SHEETS September 30, 2021 September 30, 2020 ASSETS Current assets Cash and cash equivalents $ 347,682 $ 491,210 Accounts receivable, net 178,113 175,461 Unbilled revenue 306,677 68,193 Total current assets 832,472 734,864 Fixed assets 880 1,320 Total assets $ 833,352 $ 736,184 LIABILITIES & STOCKHOLDERS? EQUITY Current liabilities Accounts payable and accrue |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File N |
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| August 4, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE SideChannel, Inc. Expands Board of Directors to Six Members The cybersecurity company welcomes two new members of its Board of Directors, former inTEST CFO Hugh Regan Jr. and SideChannel?s new CEO Brian Haugli WORCESTER, MA ? August 4, 2022 ? SideChannel, Inc. (OTCQB:SDCH) (?SideChannel?), a provider of cybersecurity services and technology to middle market compa |
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| July 6, 2022 |
EX-3.1 2 ex3-1.htm Exhibit 3.1 |
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| July 6, 2022 |
Exhibit 99.1 Cipherloc Completes Acquisition, Announces Name Change to SideChannel Inc. Appoints Haugli as CEO, Expands Board AUSTIN, TX ? July 5, 2022 ? Cipherloc Corporation (OTCQB:CLOK) (?Cipherloc?), a developer of advanced encryption technology, today announced that it has completed the acquisition of SideChannel Inc. (?SideChannel?), a cybersecurity services company providing virtual Chief I |
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| July 6, 2022 |
Exhibit 10.1 SIDECHANNEL, INC. EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into this July 1, 2022, to be effective as of the Effective Date as defined below between SIDECHANNEL, INC., a Delaware corporation (the ?Company?), and Brian Haugli (?Executive?) (each of the Company and Executive are referred to herein as a ?Party?, and collectively ref |
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| July 6, 2022 |
Independent Contractor Agreement by and between the Company and Sammy Davis dated July 1, 2022 Exhibit 10.2 CIPHERLOC CORPORATION INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (the ?Agreement?) is entered into by and between Cipherloc Corporation, a Delaware corporation (the ?Company?), and Sammy Davis DrPH (?Consultant?) and is effective as of July 1, 2022 (the ?Effective Date?). 1. Consulting Relationship. During the term of this Agreement set forth in Section 4, |
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| July 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2022 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 6, 2022 |
Exhibit 3.2 |
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| July 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 Information Statement Required Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder Cipherloc Corporation (Exact Name of Registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) Commission File Number (IRS Employer |
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| July 5, 2022 |
CLOK / Cipherloc Corp / Haugli Brian Wayne Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) Information To Be Included In Statements Filed Pursuant To Rule 13d-1(A) And Amendments Thereto Filed Pursuant To Rule 13d-2(A) Under the Securities Exchange Act of 1934 (Amendment No. )* Cipherloc Corporation (Name of Issuer) Common Stock. par value $0.001 (Title of Class of Securities) 637479106 ( |
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| June 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) Cipherloc Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
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| June 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cipherloc Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 86-0837077 (I.R.S. Employer Identification No.) 6836 Bee Cave Road, Bldg. 1, S#279 Austin, Texas (Address of princ |
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| May 18, 2022 |
Exhibit 99.1 Cipherloc Agrees to Acquire SideChannel Inc. Expanding Cybersecurity Service and Product Offering Acquisition Expected to Provide Access to Complementary Growth Markets AUSTIN, TX ? May 18, 2022 ? Cipherloc Corporation (OTCQB:CLOK) (?Cipherloc?), a developer of advanced encryption technology, today announced that it has entered into an agreement to acquire SideChannel Inc. (?SideChann |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 Cipherloc Corporation (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission File |
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| May 18, 2022 |
Exhibit 10.1 [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EQUITY SECURITIES PURCHASE AGREEMENT DATED AS OF MAY 16, 2022 BY AND AMONG CIPHERLOC CORPORATION, AND SIDECHANNEL, INC., AND THE SELLERS NAMED THEREIN, AND BRIAN HAUGLI, AS THE SELLER REPRESENTATIVE Table of Cont |
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| May 18, 2022 |
Investor Presentation dated May 18, 2022. Exhibit 99.2 |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 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 Cipherloc Corporation (E |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 December 31, 2021 ? 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 Cipherloc Corporation |
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| February 14, 2022 |
Cipherloc Launches Enclave Micro-segmentation Platform Exhibit 99.1 Cipherloc Launches Enclave Micro-segmentation Platform AUSTIN, TX ? February 14, 2022 ? Cipherloc Corporation (OTCQB:CLOK) (?Cipherloc?), a developer of advanced encryption technology, today announced the launch of Cipherloc Enclave, its newest commercial-ready product. Cipherloc Enclave is a micro-segmentation product designed as an easy-to-use Zero Trust platform designed for organi |
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| February 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 Cipherloc Corporation (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission |
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| January 5, 2022 |
Cipherloc Corporation 6836 Bee Cave Road Bldg. 1, S#279 Austin, TX 78746 January 5, 2022 CORRESP 1 filename1.htm Cipherloc Corporation 6836 Bee Cave Road Bldg. 1, S#279 Austin, TX 78746 January 5, 2022 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Fowler Re: Cipherloc Corporation Amendment No. 1 to Post-Effective Amendment No. 1 to Form S-1 Registration Statement Filed December 30, 2021 File No. 333-255629 Ladie |
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| January 3, 2022 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2022 Cipherloc Corporation (Exact name of registrant as specified in its charter) Delaware 000-28745 86-0837077 (State or other jurisdiction of incorporation) (Commission F |
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| January 3, 2022 |
Letter, dated January 3, 2022, from Briggs & Veselka Co. to the Securities and Exchange Commission. EX-2.1 2 ex2-1.htm Exhibit 2.1 January 3, 2022 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Cipherloc Corporation’s Current Report on Form 8-K dated January 3, 2022, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with other statements ma |
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| December 30, 2021 |
As filed with the Securities and Exchange Commission on December 30, 2021 As filed with the Securities and Exchange Commission on December 30, 2021 Registration No. |
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| December 21, 2021 |
Executive Offer Letter accepted by David Chasteen Exhibit 10.11 |
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| December 21, 2021 |
EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of September 30, 2021, Cipherloc Corporation (the ?Company?) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): its common stock, par value $0.01 per share (?Common Stock?). Description of Comm |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28745 Cipherloc Corporation (N |
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| December 21, 2021 |
Employment Agreement with Nick Hnatiw EX-10.8 3 ex10-8.htm Exhibit 10.8 |
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| November 9, 2021 |
Articles of Incorporation of Cipherloc Corporation as amended Exhibit 3.1 \ |
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| November 9, 2021 |
EX-10.21 5 ex10-21.htm Exhibit 10.21 |
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| November 9, 2021 |
EX-10.20 4 ex10-20.htm Exhibit 10.20 |
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| November 9, 2021 |
As filed with the Securities and Exchange Commission on November 9, 2021 As filed with the Securities and Exchange Commission on November 9, 2021 Registration No. |
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| October 25, 2021 |
As filed with the Securities and Exchange Commission on October 22, 2021 S-8 1 forms-8.htm As filed with the Securities and Exchange Commission on October 22, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIPHERLOC CORPORATION (Exact name of registrant as specified in its charter) Delaware 86-0837077 (State or other jurisdiction of incorporation or organi |
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| October 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2021 Cipherloc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No. |
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| October 12, 2021 |
Exhibit 10.2 APPENDIX A CIPHERLOC CORPORATION 2021 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Cipherloc Corporation 2021 Omnibus Equity Incentive Plan (the ?Plan?). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essen |
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| October 12, 2021 |
Exhibit 10.1 CIPHERLOC CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into this 30th day of September 2021, to be effective as of the Effective Date as defined below between Cipherloc Corporation, a Texas corporation (the ?Company?), and Ryan Polk (?Executive?) (each of the Company and Executive are referred to herein as a ?Party?, and |
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| September 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2021 Cipherloc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction of incorporation or organization) (Commission File Number) IRS Employer Identification No. |
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| September 30, 2021 |
EX-3.2 3 ex3-2.htm Exhibit 3.2 CIPHERLOC CORPORATION BYLAWS ADOPTED: SEPTEMBER 10, 2021 CIPHERLOC CORPORATION BYLAWS ARTICLE 1. OFFICES Section 1.1 Registered Office Section 1.2 Other Offices ARTICLE 2. MEETINGS OF STOCKHOLDERS Section 2.1 Annual Meeting Section 2.2 Special Meetings Section 2.3 Time and Place of Special Meetings Section 2.4 Notice Section 2.5 Quorum Section 2.6 Adjournment Section |
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| September 30, 2021 |
Exhibit 4.1 Cipherloc Corporation DESCRIPTION OF COMMON STOCK The following is a summary of certain provisions of Delaware law and the material terms of our common stock as contained in the Certificate of Incorporation (the ?charter?)of Cipherloc Corporation, a Delaware Corporation (the ?Company?) and the Company?s Bylaws (the ?bylaws?). The following descriptions do not purport to be complete sta |
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| September 30, 2021 |
Certificate of Incorporation of Cipherloc Corporation (a Delaware Corporation) EX-3.1 2 ex3-1.htm Exhibit 3.1 |
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| September 17, 2021 |
Delaware Certificate of Merger, filed on September 16, 2021 Exhibit 3.2 |
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| September 17, 2021 |
Texas Certificate of Merger, filed on September 16, 2021 EX-3.1 3 ex3-1.htm Exhibit 3.1 |
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| September 17, 2021 |
Exhibit 2.1 |
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| September 17, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 Cipherloc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction of incorporation or organization) (Commission File Number) IRS Employer Identification No. |
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| September 14, 2021 |
Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 Cipherloc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction (Commission IRS Employer of incorporation or organization) File Number) Identification No. |
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| September 14, 2021 |
Cipherloc Announces Results of Annual Meeting EX-99.2 2 ex99-2.htm Exhibit 99.2 Cipherloc Announces Results of Annual Meeting AUSTIN, TX – September 14, 2021 – Cipherloc Corporation (OTCQB:CLOK) (“Cipherloc”), a developer of advanced encryption technology, today announced the results of its annual meeting of stockholders held September 13, 2021. At the annual meeting, stockholders: ● Elected Anthony Ambrose, Sammy Davis, David Chasteen and To |
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| August 16, 2021 |
Employment Agreement with Nick Hnatiw dated July 14, 2021 Exhibit 10.6 |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2021 ? 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 Cipherloc Corporation (Ex |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] |
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| July 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] |
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| July 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2021 Cipherloc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No. |
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| July 28, 2021 |
Exhibit 10.1 |
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| July 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] |
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| June 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] 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 Cipherloc Corporatio |
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| May 11, 2021 |
CIPHERLOC CORPORATION 119,431,669 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-255629 PROSPECTUS CIPHERLOC CORPORATION 119,431,669 Shares of Common Stock This prospectus relates to the resale by the selling shareholders named herein of up to 119,431,669 shares of common stock, par value $0.01 per share, which we refer to as common stock, of Cipherloc Corporation, which we refer to as us, we, the Company, the Registrant or |
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| May 4, 2021 |
May 4, 2021 Mr. Mitchell Austin VIA EDGAR Office of Technology Division of Corporation Finance U.S. Securities and Exchange Commission Washington D.C. 20549 Phone: (202) 551-3574 Re: Cipherloc Corporation Form S-1 Registration Statement File No. 333-255629 Acceleration Request Request Date: Friday, May 7, 2021 Request Time: 11:00 a.m. Eastern Time (or as soon thereafter as practicable) Dear Mr. Au |
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| April 30, 2021 |
Articles of Incorporation of Cipherloc Corporation, as amended EX-3.1 2 ex3-1.htm ARTICLES AND AMENDMENTS Exhibit 3.1 \ |
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| April 30, 2021 |
EX-10.20 5 ex10-20.htm Exhibit 10.20 |
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| April 30, 2021 |
As filed with the Securities and Exchange Commission on April 29, 2021 Registration No. |
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| April 30, 2021 |
EX-10.21 6 ex10-21.htm Exhibit 10.21 |
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| April 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 21, 2021 |
Form of Purchase Warrant Issued to Placement Agent and its Assigns dated April 16, 2021 Exhibit 4.2 Warrant #PA-04-2021-27 PURCHASE WARRANT Issued to: Paulson Investment Company, LLC Exercisable to Purchase 1,365,175 Shares of Common Stock of Cipherloc Corporation Issue Date: April 16, 2021 Expiration Date: April 16, 2031 THE WARRANT REPRESENTED BY THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SE |
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| April 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2021 Cipherloc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction of incorporation or organization) (Commission File Number) IRS Employer Identification No. |
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| April 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 CipherLoc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction of incorporation or organization) (Commission File Number) IRS Employer Identification No. |
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| April 8, 2021 |
Form of Lock-Up Agreement (March 2021 Offering) EX-10.3 5 ex10-3.htm Exhibit 10.3 FORM OF LOCK-UP AGREEMENT , 2021 CipherLoc Corporation 6836 Bee Cave Road, Bldg. 1, S#279 Austin, TX 78746 Re: Securities Purchase Agreement by and among the Company and the Purchasers Ladies and Gentlemen: Reference is made by this lock-up agreement (this “Lock-Up Agreement”) to that certain Securities Purchase Agreement, dated , 2021 (the “Purchase Agreement”), |
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| April 8, 2021 |
EX-10.1 3 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2021, by and between Cipherloc Corporation, a Texas corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the ter |
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| April 8, 2021 |
EX-10.2 4 ex10-2.htm Exhibit 10.2 EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2021, by and between Cipherloc Corporation, a Texas corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant |
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| April 8, 2021 |
Exhibit 10.5 |
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| April 8, 2021 |
EX-4.1 2 ex4-1.htm Exhibit 4.1 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PUR |
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| April 8, 2021 |
EX-10.4 6 ex10-4.htm Exhibit 10.4 |
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| March 5, 2021 |
EX-3.1 2 ex3-1.htm Exhibit 3.1 |
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| March 5, 2021 |
EX-3.4 5 ex3-4.htm Exhibit 3.4 |
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| March 5, 2021 |
EX-3.5 6 ex3-5.htm Exhibit 3.5 |
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| March 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2021 CipherLoc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction of incorporation or organization) (Commission File Number) IRS Employer Identification No. |
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| March 5, 2021 |
EX-3.3 4 ex3-3.htm Exhibit 3.3 |
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| March 5, 2021 |
EX-3.6 7 ex3-6.htm Exhibit 3.6 |
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| March 5, 2021 |
EX-3.2 3 ex3-2.htm Exhibit 3.2 |
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| March 5, 2021 |
Exhibit 3.8 |
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| March 5, 2021 |
Exhibit 3.7 |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period from N/A to N/A Commission File No. 000-28745 Cipherloc Corporatio |
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| January 20, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (this “Agreement”) is made as of January 11, 2021, by and between CipherLoc Corporation, a Texas corporation (“CipherLoc” or the “Company”), on one hand, and the Carmel Trust (the “Trust”), the Carmel Trust II (“Trust II”), James LaGanke, individually (“LaGanke”) a |
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| January 20, 2021 |
Cipherloc Announces Resignation of Zeynep Young from Board of Directors EX-99.1 3 ex99-1.htm Exhibit 99.1 Cipherloc Announces Resignation of Zeynep Young from Board of Directors AUSTIN, TX – January 19, 2021 – Cipherloc Corporation (OTCQB:CLOK) (“CipherLoc”), a developer of advanced encryption technology, today announced that Zeynep Young has resigned her role as an independent director in order to take a new leadership role. “Zeynep stepped in during a critical junct |
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| January 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2021 CipherLoc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction of incorporation or organization) (Commission File Number) IRS Employer Identification No. |
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| January 20, 2021 |
Cipherloc Settles Litigation, Reclaims Additional Shares EX-99.2 4 ex99-2.htm Exhibit 99.2 Cipherloc Settles Litigation, Reclaims Additional Shares AUSTIN, TX – January 20, 2021 – Cipherloc Corporation (OTCQB:CLOK) (“CipherLoc”), a developer of advanced encryption technology, today announced the return of 127,500 common shares and 1 million preferred shares, which were convertible into 1.5 million common shares, as part of a settlement with the estate o |
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| December 29, 2020 |
EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of September 30, 2020, Cipherloc Corp. (the “Company”) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.01 per share (“Common Stock”). Description of Common Sto |
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| December 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to N/A Commission File Number: 000-28745 Cipherloc Co |
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| November 25, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2020 Cipherloc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction of incorporation or organization) (Commission File Number) IRS Employer Identification No. |
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| November 25, 2020 |
Cipherloc Appoints Nick Hnatiw as CTO Exhibit 99.1 Cipherloc Appoints Nick Hnatiw as CTO AUSTIN, TX – November 24, 2020 – Cipherloc Corporation (OTCQB:CLOK) (“CipherLoc”), a developer of advanced encryption technology, announced the appointment of Nick Hnatiw as Chief Technology Officer, bringing additional leadership experience in the information security, department of defense and commercial communities to Cipherloc. “As we continue |
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| November 18, 2020 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2020 CipherLoc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction of incorporation or organization) (Commission File Number) IRS Employer Identification No. |
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| November 18, 2020 |
Cipherloc Approved as Johnson Controls Subcontractor Exhibit 99.1 Cipherloc Approved as Johnson Controls Subcontractor AUSTIN, TX – November 18, 2020 – Cipherloc Corporation (OTCQB:CLOK) (“CipherLoc”), a developer of advanced encryption technology, announced that it has been approved as an authorized subcontractor for the Building Technologies & Solutions (BT&S) business unit of Johnson Controls. “We are excited to be approved as an authorized JCI s |
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| October 23, 2020 |
Executive Agreement dated October 19, 2020 between Cipherloc Corporation and David Chasteen Exhibit 10.1 EXECUTIVE AGREEMENT FOR CIPHERLOC CORPORATION This Agreement (the “Agreement”) is entered into October 19, 2020, by and between CIPHERLOC CORPORATION (“the Company”) and David Chasteen (“Executive”). Executive is an at-will employee of the Company. The provisions of the Offer Letter are incorporated by reference into this document. Additionally, the Company wishes to provide Executive |
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| October 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2020 CipherLoc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction of incorporation or organization) (Commission File Number) IRS Employer Identification No. |
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| October 23, 2020 |
Offer Letter, dated October 29, 2020, between Cipherloc Corporation and David Chasteen Exhibit 10.2 October 19, 2020 David Chasteen Dear David, CipherLoc Corporation (“CipherLoc”), a dynamic company in the data encryption market, is pleased to offer you an opportunity to join our exciting and diverse team as we innovate and establish polymorphic encryption as the market standard for quantum resistant data encryption. The following letter of offer will detail the specifics regarding |
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| October 5, 2020 |
CLOK / Cipherloc Corp. / MANCHESTER MANAGEMENT CO LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| October 2, 2020 |
Amendment Agreement, dated September 30, 2020, by and between the Company and James Besser Exhibit 10.3 AMENDMENT AGREEMENT This Amendment Agreement (this “Amendment”), entered into and effective as of September 30, 2020 (the “Effective Date”), is made to that certain Warrant to Purchase Common Stock, dated as of June 11, 2018 (the “Warrant Agreement”), issued by CipherLoc Corporation, a Texas corporation (the “Company”), in favor of James Besser, an individual (“Holder” and together wi |
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| October 2, 2020 |
Exhibit 10.1 AMENDMENT AGREEMENT This Amendment Agreement (this “Amendment”), entered into and effective as of September 30, 2020 (the “Effective Date”), is made to that certain Warrant to Purchase Common Stock, dated as of June 11, 2018 (the “Warrant Agreement”), issued by CipherLoc Corporation, a Texas corporation (the “Company”), in favor of Manchester Explorer, LP, a Delaware limited partnersh |
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| October 2, 2020 |
Amendment Agreement, dated September 30, 2020, by and between the Company and JEB Partners, LP Exhibit 10.2 AMENDMENT AGREEMENT This Amendment Agreement (this “Amendment”), entered into and effective as of September 30, 2020 (the “Effective Date”), is made to that certain Warrant to Purchase Common Stock, dated as of June 11, 2018 (the “Warrant Agreement”), issued by CipherLoc Corporation, a Texas corporation (the “Company”), in favor of JEB Partners, LP, a Delaware limited partnership (“Ho |
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| October 2, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2020 CipherLoc Corporation (Exact name of registrant as specified in its charter) Texas 000-28745 86-0837077 (State or other jurisdiction of incorporation or organization) (Commission File Number) IRS Employer Identification No. |
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| September 1, 2020 |
Settlement Agreement, dated August 28, 2020 Exhibit 10.1 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (this “Agreement”) is made as of August 28, 2020, by and between CipherLoc Corporation, a Texas corporation (“CipherLoc” or the “Company”), Thomas Wilkinson, an individual (“Wilkinson”) and Anthony Ambrose, an individual (“Ambrose”) on one hand, and Michael De La Garza, an individual ( |
