8-K
filed July 6, 2022, 7:59 PM ET
ticker SDCH
CIK 0001022505
M&A
confidence high
sentiment positive
materiality 0.85
Cipherloc completes acquisition of SideChannel, changes name to SideChannel Inc., appoints Haugli as CEO
SideChannel, Inc.
- Acquired SideChannel for 59.9M common shares and 100 Series A Preferred; additional 59.9M shares contingent on $5.5M revenue milestone within 48 months.
- Sellers hold ~40.4% of common stock post-closing; could reach ~57.5% if milestone met; lock-up prohibits sales for 24 months, up to 20% after 12 months.
- Name changed to SideChannel, Inc. effective July 1, 2022; Brian Haugli appointed CEO; David Chasteen becomes EVP Sales and Marketing with $100K severance.
- Board expanded to six: Deborah MacConnel and Kevin Powers appointed; Hugh Regan and Haugli to join later; Chasteen and Sammy Davis resigned as directors.
- New Series A Preferred stock (100 shares) grants holders four board seats (majority) until mandatory conversion upon milestone or liquidation.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Brian Haugli was appointed as President and Chief Executive Officer at SideChannel, Inc..
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
Brian Haugli was appointed as President and Chief Executive Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Chasteen resigned as Director at SideChannel, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David Chasteen and Sammy Davis resigned as members of the Company’s Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Deborah MacConnel was elected as Director at SideChannel, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
The Board elected each of Deborah MacConnel and Kevin Powers to serve as members of the Company’s Board effective immediately
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Chasteen was appointed as Executive Vice President of Sales and Marketing at SideChannel, Inc..
- Action
- appointed
- Role
- Executive Vice President of Sales and Marketing
Exact text from the filing
Mr. Chasteen will remain with the Company as Executive Vice President of Sales and Marketing
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Chasteen resigned as President and Chief Executive Officer at SideChannel, Inc..
- Action
- resigned
- Role
- President and Chief Executive Officer
Exact text from the filing
David Chasteen resigned from his position as President and Chief Executive Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Sammy Davis resigned as Director at SideChannel, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David Chasteen and Sammy Davis resigned as members of the Company’s Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kevin Powers was elected as Director at SideChannel, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
The Board elected each of Deborah MacConnel and Kevin Powers to serve as members of the Company’s Board effective immediately
View on SEC.gov
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