Sec Form 13D Filing - MANCHESTER MANAGEMENT CO LLC filing for SideChannel Inc. (SDCH) - 2020-10-05

James E. Besser

c/o Manchester Management PR, LLC

53 Palmeras Street
Caribe Plaza Building, 6^th Floor

San Juan, Puerto Rico, 00901

Telephone Number: (617) 399-1741

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

The funds for the purchase of the 3,561,000 Shares beneficially owned by Manchester Management and Manchester Company came from the working capital of Manchester Explorer and JEB Partners. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 2,261,000 Shares directly owned by Manchester Explorer came from the working capital of Manchester Explorer. The net investment costs (including commissions, if any) of the Shares directly owned by Manchester Explorer is approximately $2,320,815.44. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 1,300,000 Shares directly owned JEB Partners came from the working capital of JEB Partners. The net investment costs (including commissions, if any) of the Shares directly owned by JEB Partners is approximately $ 1,300,000. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 300,000 Shares directly owned by Mr. Besser came from Mr. Besser's personal funds. The net investment costs (including commissions, if any) of the Shares directly owned by Mr. Besser is approximately $1,300,000. No borrowed funds were used to purchase the Shares.

Manchester Management is hereby providing notice of our intent to restore proper corporate governance to Cipherloc Corporation. It is our strong belief, based upon external validation by expert sources, that the company and its technology show great promise and that this promise has been dramatically jeopardized by the negligence, incompetence, and proven malfeasance of the former CEO, Michael De la Garza and his associates and that his firing for cause was well justified. We seek to allow Cipherloc to realize its potential and put in place the management, structure, and employees it needs to succeed beginning with the removal of Michael De La Garza from the board of directors and any role at the company.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market transactions or privately negotiated transactions. The Reporting Persons may also communicate with the Issuer’s management, the Board and other holders of Shares from time to time.

As of the date hereof, Manchester Management and Manchester Company may be deemed to be the beneficial owner of 3,561,000 Shares, constituting 12.5% of the Shares, based on 28,505,196 Shares outstanding as adjusted for warrants beneficially owned by Manchester Management. Manchester Management and Manchester Company each has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 3,561,000 Shares. Manchester Management and Manchester Company each has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 3,561,000 Shares.

As of the date hereof, Manchester Explorer may be deemed to be the beneficial owner of 2,261,000 Shares, constituting 7.9% of the Shares, based on 28,505,196 Shares outstanding beneficially owned by Manchester Explorer. Manchester Explorer has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 2,261,000 Shares. Manchester Explorer has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 2,261,000 Shares.

As of the date hereof, JEB Partners may be deemed to be the beneficial owner of 1,300,000 Shares, constituting 4.6% of the Shares, based on 28,505,196 Shares outstanding beneficially owned by JEB Partners. JEB Partners has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 1,300,000 Shares. JEB Partners has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 1,300,000 Shares.

As of the date hereof, Mr. Besser may be deemed to be the beneficial owner of 3,861,000 Shares, constituting 13.5% of the Shares, based on 28,505,196 Shares outstanding beneficially owned by Mr. Besser. Mr. Besser has the sole power to vote or direct the vote of 300,000 Shares and the shared power to vote or direct the vote of 3,561,000 Shares. Mr. Besser has the sole power to dispose or direct the disposition of 300,000 Shares and the shared power to dispose or direct the disposition of 3,561,000 Shares.

There have been no transactions in the Shares of the Issuer by the Reporting Person in the last 60 days.

The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer.

Manchester Explorer holds 2,000,000 warrants, JEB Partners holds 1,300,000 warrants and Mr. Besser holds 300,000 warrants, each that expire on 7/24/2023 and are subject to a blocker provision such that they cannot be exercised until ownership of the Reporting Persons in the aggregate is below 4.99% as further described in the Form 8-K filed by the Issuer on October 2, 2020 and exhibits thereto.