---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-22-018698"
form_type: "8-K"
ticker: "SDCH"
cik: "0001022505"
company_name: "SideChannel, Inc."
filed_at: "2022-07-06T23:59:59+00:00"
generated_at: "2026-06-24T20:16:46.501284+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Cipherloc completes acquisition of SideChannel, changes name to SideChannel Inc., appoints Haugli as CEO

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-22-018698
- form_type: 8-K
- ticker: SDCH
- cik: 0001022505
- company_name: SideChannel, Inc.
- filed_at: 2022-07-06T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 2.01, 3.02, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1022505/000149315222018698/0001493152-22-018698-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1022505/000149315222018698/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-22-018698
- JSON: https://secwatch.observer/filing/0001493152-22-018698.json
- Plain text: https://secwatch.observer/filing/0001493152-22-018698.txt

## Key facts
- Executive change
  Brian Haugli was appointed as President and Chief Executive Officer at SideChannel, Inc..
  - Action: appointed
  - Role: President and Chief Executive Officer
  source text: Brian Haugli was appointed as President and Chief Executive Officer of the Company
  evidence_url: https://www.sec.gov/Archives/edgar/data/1022505/000149315222018698/0001493152-22-018698-index.htm
- Executive change
  David Chasteen resigned as Director at SideChannel, Inc..
  - Action: resigned
  - Role: Director
  source text: each of David Chasteen and Sammy Davis resigned as members of the Company’s Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1022505/000149315222018698/0001493152-22-018698-index.htm
- Executive change
  Deborah MacConnel was elected as Director at SideChannel, Inc..
  - Action: elected
  - Role: Director
  source text: The Board elected each of Deborah MacConnel and Kevin Powers to serve as members of the Company’s Board effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1022505/000149315222018698/0001493152-22-018698-index.htm
- Executive change
  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
  source text: Mr. Chasteen will remain with the Company as Executive Vice President of Sales and Marketing
  evidence_url: https://www.sec.gov/Archives/edgar/data/1022505/000149315222018698/0001493152-22-018698-index.htm
- Executive change
  David Chasteen resigned as President and Chief Executive Officer at SideChannel, Inc..
  - Action: resigned
  - Role: President and Chief Executive Officer
  source text: David Chasteen resigned from his position as President and Chief Executive Officer of the Company
  evidence_url: https://www.sec.gov/Archives/edgar/data/1022505/000149315222018698/0001493152-22-018698-index.htm
- Executive change
  Sammy Davis resigned as Director at SideChannel, Inc..
  - Action: resigned
  - Role: Director
  source text: each of David Chasteen and Sammy Davis resigned as members of the Company’s Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1022505/000149315222018698/0001493152-22-018698-index.htm
- Executive change
  Kevin Powers was elected as Director at SideChannel, Inc..
  - Action: elected
  - Role: Director
  source text: The Board elected each of Deborah MacConnel and Kevin Powers to serve as members of the Company’s Board effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1022505/000149315222018698/0001493152-22-018698-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.