Sign in

SDCH on OTC

SideChannel, Inc.

SideChannel, Inc. is an American computer processing and data preparation services company.1 It is headquartered in Worcester, Massachusetts.1 Its shares trade on OTC under the symbol SDCH.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$7.4MRevenue, fiscal 20252
-$892.0KNet income, fiscal 20252

Compare with Datacentrex, Inc., HeartCore Enterprises, Inc. or BioScience Health Innovations, Inc., or pick any stock.

  • TickerSDCH on OTC1
  • IndustryServices-Computer Processing & Data Preparation1
  • HeadquartersWorcester, Massachusetts1
  • Incorporated inDE3
  • Business address146 Main Street, Suite 405, Worcester, Ma 016083
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation

See how the biggest companies compare on our leaderboards

We anticipate that we will need to increase our staffing in the foreseeable future.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

47.7%Gross margin2
-12.5%Operating margin2
-12.1%Net margin2
-0.7%Revenue growth, 20252
-41.6%Return on equity2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

vCISO Services brought in 56% of the revenue SideChannel, Inc. broke down this way in fiscal 2025.

  1. vCISO Services$4.1M256%down 15% from 2024
  2. Cybersecurity Software and Services$3.3M244%up 26% from 2024
Products and services by year
Products and services20242025
vCISO Services$4.8M$4.1M
Cybersecurity Software and Services$2.6M$3.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue52¢$3.8M
  • Research and development8¢$562.0K
  • Other costs40¢$2.9M
  • Income tax0¢$14.0K

Out of $7.4M in revenue.2 The company lost money this year.

Financial statements

Revenue678910112$7.4M in 2025+2224% since 2018
0$2.0M$4.0M$6.0M$8.0M2018: $316.2K$316.2K20182019: $46.6K$46.6K2019−85%2020: $48.0K$48.0K2020+3%2021: $2.8M$2.8M2021+5733%2022: $4.8M$4.8M2022+71%2023: $6.6M$6.6M2023+37%2024: $7.4M$7.4M2024+13%2025: $7.4M$7.4M2025−1%
Gross profit678910112$3.5M in 2025+1443% since 2018
0$1.0M$2.0M$3.0M$4.0M2018: $227.0K$227.0K20182019: $46.6K$46.6K2019−79%2020: $48.0K$48.0K2020+3%2021: $1.3M$1.3M2021+2530%2022: $2.3M$2.3M2022+84%2023: $3.3M$3.3M2023+44%2024: $3.5M$3.5M2024+6%2025: $3.5M$3.5M2025−1%
Operating income678910112-$918.0K in 2025−71% since 2018
-$15.0M-$10.0M-$5.0M0$5.0M2018: -$3.1M-$3.1M20182019: -$6.8M-$6.8M2019+119%2020: -$6.9M-$6.9M2020+1%2021: $510.0K$510.0K20212022: -$11.6M-$11.6M20222023: -$7.4M-$7.4M2023−36%2024: -$940.0K-$940.0K2024−87%2025: -$918.0K-$918.0K2025−2%
Net income678910112-$892.0K in 2025−80% since 2018
-$15.0M-$10.0M-$5.0M0$5.0M2018: -$4.4M-$4.4M20182019: -$6.8M-$6.8M2019+55%2020: -$7.0M-$7.0M2020+2%2021: $513.0K$513.0K20212022: -$11.8M-$11.8M20222023: -$7.0M-$7.0M2023−41%2024: -$904.0K-$904.0K2024−87%2025: -$892.0K-$892.0K2025−1%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-09-302024-09-30
Revenues$7.4M$7.4M
Cost of revenues$3.8M$3.9M
Gross profit$3.5M$3.5M
General and administrative$2.9M$3.2M
Selling and marketing$966.0K$771.0K
Research and development$562.0K$546.0K
Total operating expenses$4.4M$4.5M
Operating loss-$918.0K-$940.0K
Other income, net$40.0K$41.0K
Net loss before income tax expense-$878.0K-$899.0K
Income tax expense$14.0K$5.0K
Net loss after income tax expense-$892.0K-$904.0K
Net income (loss) per common share - basic$0.00$0.00
Net income (loss) per common share - diluted$0.00$0.00
Weighted average common shares outstanding - basic229.1M shares222.1M shares
Weighted average common shares outstanding - diluted229.1M shares222.1M shares

Compare SideChannel, Inc. with another company

Corporate structure

SideChannel, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of SideChannel, Inc.

  • SideChannel, Inc. Worcester, Massachusetts
    • SCS, Inc. Subsidiary · Massachusetts, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What SideChannel, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$17.0K2 Sep 30, 2025$33.0K2 Sep 30, 2024−48.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$6.0K2 Sep 30, 2024$42.0K11 Sep 30, 2023−85.7%
Marketable securities, current$100.0K2 Sep 30, 2025$250.0K2 Sep 30, 2024−60.0%
Deposits held (banks)$424.0K2 Sep 30, 2025

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.4M2 Sep 30, 2025$1.4M2 Sep 30, 20240%

Properties, in its own words

On December 10, 2021, we entered into a lease for approximately 500 square feet of office space at 146 Main Street in Worcester, Massachusetts, with the option to renew annually. The annual renewal date is January 1st. Our current lease payment is $986 per month. The lease allows for a two percent (2%) increase effective at the beginning of each renewal period. We anticipate the lease payment to be $1,006 per month during calendar year 2026.

Item 2 of the 10-K filed Dec 18, 2025.5

Leadership

Who has led SideChannel, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Michael A. Grollman2006–2009
  2. Andrew Borene2019
  3. David Chasteen2021
  4. Brian Wayne Haugli2022–now

Chair

  1. Michael A. Grollman2006–2009

President

  1. Graham L. Clark2006–2009

Chief financial officer

  1. Ryan Polk2021–now
2010201520202025
Board members and other officers (13)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorTom Wilkinson named Jul 7, 202232

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • SCS, Inc. Massachusetts4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • CIPHERLOC CorpApr 27, 2015 to Jul 5, 20223
  • NATIONAL SCIENTIFIC CORP/AZApr 21, 1998 to Apr 13, 20153

Timeline

  1. Oct 6, 20268-K Bylaws or fiscal year changed33
  2. Sep 25, 20268-K Shareholder vote34
  3. Aug 7, 20268-K Executive or director change35
  4. Aug 3, 20268-K Bylaws or fiscal year changed36
  5. May 12, 20268-K Results of operations; Regulation FD disclosure37
  6. Mar 31, 20268-K Regulation FD disclosure38
  7. Feb 17, 20268-K Results of operations; Shareholder vote39
  8. Jan 27, 20268-K Regulation FD disclosure40
  9. Jan 22, 20268-K Regulation FD disclosure; Other events41
  10. Jan 16, 20268-K Bylaws or fiscal year changed42
  11. Dec 10, 20258-K Executive or director change43
  12. Dec 9, 20258-K Executive or director change; Other events44
  13. Jul 5, 2022New chief executive Brian Wayne Haugli becomes CEO14
  14. Nov 10, 2021New chief executive David Chasteen becomes CEO15
  15. Nov 29, 2019New chief executive Andrew Borene becomes CEO16
  16. Apr 10, 2006New chief executive Michael A. Grollman becomes CEO17

Calendar

When it reported results

  1. May 12, 2026Reported quarterly or annual results37
  2. Feb 17, 2026Reported quarterly or annual results39
  3. Dec 3, 2025Reported quarterly or annual results45
  4. Aug 13, 2025Reported quarterly or annual results46
  5. May 7, 2025Reported quarterly or annual results47
  6. Feb 5, 2025Reported quarterly or annual results48
  7. Dec 5, 2024Reported quarterly or annual results49
  8. Aug 7, 2024Reported quarterly or annual results50

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

213 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 58 major events, 95 insider forms, 1 large holders, 2 private raises, 36 other. The latest 20:

  1. Oct 6, 20268-K EDGAR
  2. Sep 25, 20268-K EDGAR
  3. Aug 13, 2026DEF 14A EDGAR
  4. Aug 12, 202610-Q EDGAR
  5. Aug 7, 20268-K EDGAR
  6. Aug 3, 20268-K EDGAR
  7. Jul 28, 2026PRE 14A EDGAR
  8. Jun 25, 20264 EDGAR
  9. Jun 25, 20263 EDGAR
  10. May 12, 202610-Q EDGAR
  11. May 12, 20268-K EDGAR
  12. Mar 31, 20268-K EDGAR
  13. Mar 18, 20264 EDGAR
  14. Mar 18, 20264 EDGAR
  15. Mar 18, 20264 EDGAR
  16. Feb 17, 202610-Q EDGAR
  17. Feb 17, 20268-K EDGAR
  18. Feb 11, 2026DEFA14A EDGAR
  19. Jan 27, 20268-K EDGAR
  20. Jan 22, 20268-K EDGAR

The 213 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

5 open-market trades by officers, directors and large owners since October 2021: 5 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 15, 2024Haugli Brian WayneChief Executive OfficerBuy52,500$0.07$3.7KForm 4
May 15, 2023Haugli Brian WayneChief Executive OfficerBuy1,000$0.08$80Form 4
Mar 6, 2023Haugli Brian WayneChief Executive OfficerBuy500$0.07$35Form 4
Feb 10, 2023Haugli Brian WayneChief Executive OfficerBuy5,000$0.11$550Form 4
Jan 6, 2023Haugli Brian WayneChief Executive OfficerBuy150$0.10$15Form 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. May 4, 2023Raised $11.2 million in a private offering of equity Form D: 5 investors so far Form D
  2. Jul 1, 2022Raised $10.8 million in a private offering of equity Form D: 5 investors so far Form D

SEC filer profile

How SideChannel, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSideChannel, Inc.1
  • CIK0001022505
  • Employer ID (EIN)86-08370775
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsSeptember 301
  • Industry code (SIC)7374 Services-Computer Processing & Data Preparation1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address146 Main Street, Suite 405, Worcester, MA 016081
  • Phone512-649-77001
  • Shares outstanding4,572,757 as of Aug 12, 202613
  • Public float$5.0M as of Mar 31, 20255
  • AuditorRBSM LLP, Houston, Texas PCAOB ID 587; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceApr 21, 19981
  • Filings630 in all: 4 (154), 8-K (134), 10-Q (56), D/A (31), 10QSB (25), 3 (25), 10-K (18), 424B3 (14)1
    All 46 form types

    DEF 14A (13), NT 10-Q (13), D (11), NT 10-K (10), UPLOAD (9), 10-Q/A (8), 4/A (8), S-8 (8), 10-K/A (7), CORRESP (7), PRE 14A (7), SC TO-I/A (7), 10KSB (6), 10QSB/A (6), REGDEX (5), SB-2/A (5), 8-K/A (4), DEFA14A (4), SC 13G/A (4), EFFECT (3), POS AM (3), SC TO-I (3), 10KSB40 (2), REGDEX/A (2), S-1 (2), SB-2 (2), SC 13D (2), SC 13G (2), 10KSB/A (1), 10KSB40/A (1), 10SB12G (1), 10SB12G/A (1), DEF 14C (1), NT 10-K/A (1), NT 10-Q/A (1), S-1/A (1), SC 13D/A (1), SC 14F1 (1)

  • Latest filingsAnnual report (10-K) Dec 18, 2025
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Aug 13, 2026
    Latest 8-K (8-K) Oct 6, 2026

Risk factors and legal proceedings

The risks SideChannel, Inc. names in Item 1A of its 10-K filed Dec 18, 2025: 46 risks under these headings, as written.5

  • Risks Related to Our Common Stock
  • The market price for our common stock has been volatile, and you may not be able to sell our stock at a favorable price, or at all.
  • Substantial sales of our common stock, or the perception that such sales might occur, could depress the market price of our common stock.
  • Holders of our common stock have a risk of potential dilution if we issue additional shares of common stock in the future.
  • The anti-dilutive rights of certain warrants could result in significant dilution to our existing stockholders and/or require us to issue a substantially greater number of shares, which may adversely affect the market price of our common stock.
  • Certain warrants issued in 2021 inhibit our access to equity capital, if we should need it, which may limit our ability to grow and maintain our competitiveness.
  • The purchase agreement related to our 2021 private placement includes covenants that we must comply with, or we may suffer potential monetary and other penalties.
  • Our common shares are thinly traded, and in the future may continue to be thinly traded, and you may be unable to sell your shares at or near ask prices or at all, if you need to sell your shares to raise money or otherwise desire to liquidate such shares.
  • Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.
  • Our common stock is subject to restrictions on sales by broker-dealers and penny stock rules, which may be detrimental to investors.
  • Because our common stock is quoted on the OTCQB instead of a national exchange, our investors may have difficulty selling their stock or may experience negative volatility on the market price of our common stock.
  • Our charter allows us to issue “blank check” preferred stock and establish its terms, conditions, rights, powers and preferences without stockholder approval.
The other 35 risks
  • We have never paid or declared any dividends on our common stock.
  • If securities or industry analysts do not initiate research coverage on us and, if initiated, fail to publish research or reports, or publish unfavorable research or reports, about our business, our stock price and trading volume may decline.
  • The sale of shares of our common stock by our directors and officers may adversely affect the market price for our common stock.
  • The ability of our executive officers and directors to control our business may limit or eliminate other stockholders’ ability to influence corporate affairs.
  • Risks Related to Our Industry
  • Economic uncertainty may pressure our customers to reduce their IT and cybersecurity spending.
  • Current global financial conditions have been characterized by increased volatility, which could negatively impact our business, prospects, liquidity and financial condition.
  • Inflation and geo-political events increase the risk that we are unable to achieve and maintain profitable operations.
  • Risks Related to Our Financial Position and Need for Capital
  • We have incurred net losses and may never achieve profitability.
  • Our ability to continue as a going concern may depend upon our ability to raise additional capital and such capital may not be available on acceptable terms, or at all.
  • If we can raise additional funding, we may be required to do so on terms that are dilutive to our stockholders.
  • We will continue to incur increased costs as a result of being a reporting company and, given our limited capital resources, such additional costs may have an adverse impact on our profitability.
  • We may apply working capital and future funding to uses that ultimately do not improve our operating results or increase the market price of our securities.
  • Risks Related to our Business and Results of Operations
  • We depend significantly upon the continued involvement of our present management and on our ability to attract and retain talented employees.
  • We rely on third-party software for certain essential financial and operational services. Failure, outages or disruption in services, systems and infrastructure supplied by third parties could negatively affect our business, financial condition and financial results.
  • We previously identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
  • If we do not effectively manage our growth, our business resources and systems may become strained, and we may be unable to increase revenue growth.
  • Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.
  • If we do not effectively expand and train our direct sales force, we may be unable to add new customers or retain and increase sales to our existing customers, and our business will be adversely affected.
  • Our future revenue and operating results will depend significantly on our ability to retain clients and customers and the ability to add new clients and customers. Any decline in our retention rates or failure to add new clients and customers will harm our business prospects and operating results.
  • Our growth depends in part on the success of our strategic relationships with third parties.
  • If we experience a decline in billing, delays and/or defaults in payments, we could be unable to recover all expenditures, and our operating margins may decline.
  • We face intense competition, especially from larger, well-established companies, and we may lack sufficient financial or other resources to maintain or improve our competitive position. We may lose market share to our competitors, which could adversely affect our business, financial condition, and results of operations.
  • We have limited experience with some of our pricing models, particularly for our newer products and solutions as well as bundled sales of our products and solutions, and we may not accurately predict the long-term rate of paying customer adoption or renewal, or the impact these will have on our revenue or results of operations.
  • Competitive pricing pressure may reduce our gross profits and adversely affect our financial results.
  • Our largest revenue stream is providing consulting services. If we are unable to attract and retain qualified personnel, our business could be harmed.
  • If we do not accurately predict, prepare for, and respond promptly to rapidly evolving technological and market developments and successfully manage product introductions and transitions to meet changing needs in the cybersecurity technology market, our competitive position, financial results, and prospects will be harmed.
  • Delays in product development or failure to introduce new and improved offerings could harm our revenues and competitive position.
  • Failures, defects, or vulnerabilities in our complex products and services could harm our reputation, reduce sales, and expose us to legal or financial liability.
  • Claims, litigation, government investigations, and other proceedings may adversely affect our business and results of operations.
  • The success of our business depends in part on our ability to protect and enforce our intellectual property rights.
  • Claims by others that we infringe their proprietary technology or other rights, or other lawsuits asserted against us, could result in significant costs and substantially harm our business, financial condition, results of operations and prospects.
  • We are subject to changing laws and regulations, of which failure to comply could subject us to fines and penalties.
  • Failure to comply with laws and regulations applicable to government contracting, or to meet the unique requirements and constraints of government customers, could harm our reputation and ability to secure or maintain public sector business.
  • Governmental restrictions on the sale of our products and services in non-U.S. markets could negatively affect our business, financial condition, and financial results.
  • Cyberattacks and security vulnerabilities could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position.

Legal proceedings

As of the filing date of this Annual Report on Form 10-K, there are no material pending legal proceedings. From time to time, we may be involved in ordinary routine litigation incidental to our business, to which we are a party or which our property is the subject. In addition, none of our officers, directors, affiliates or 5% stockholders (or any associates thereof) is a party averse to us, or has a material interest adverse to us, in any material proceeding.

Recently Settled Litigation

In April 2021, Eric Marquez, the former Secretary/Treasurer and Chief Financial Officer of Cipherloc Corporation, and certain other plaintiffs, filed a lawsuit against Cipherloc Corporation and Michael De La Garza, Cipherloc’s former Chief Executive Officer and President, in the 20th Judicial District for Hays County, Texas (Cause No. 20-0818). We executed a settlement agreement with the plaintiffs on December 13, 2024, resulting in the dismissal of the lawsuit with prejudice on January 2, 2025. The settlement agreement requires the Company to issue the plaintiffs a combined 356,400 shares of common stock and pay a total of $95 thousand in cash in six equal, quarterly installments of approximately $16 thousand each, beginning by January 1, 2025, and ending by April 1, 2026. The expenses associated with this settlement were included in our results for the fiscal year ended September 30, 2024. Four payments totaling approximately $63 thousand have been made and 356,400 shares of common stock have been issued as of September 30, 2025.

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51