Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our
common stock is traded on the over-the-counter market and is quoted on the OTCQB Venture Market run by OTC Markets Group under the symbol
“SDCH.”
The
OTC Markets Group is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides
information on current “bids” and “asks,” as well as volume information. The trading of securities on the OTC
Markets is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which
may have a negative effect on the market price of our common stock.
The
following table sets forth, for the periods indicated the high and low closing bid quotations for our common stock. These quotations
represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions.
Low
High
Fiscal Year
2022
First Quarter (October 1, 2021 to December 31, 2021)
$ 0.07
$ 0.19
Second Quarter (January 1, 2022 to March 31, 2022)
$ 0.08
$ 0.14
Third Quarter (April 1, 2022 to June 30, 2022)
$ 0.07
$ 0.10
Fourth Quarter (July 1, 2022 to September 30, 2022)
$ 0.08
$ 0.16
Fiscal Year
2023
First Quarter (October 1, 2022 to December 31, 2022)
$ 0.09
$ 0.14
Second Quarter (January 1, 2023 to March 31, 2023)
$ 0.04
$ 0.12
Third Quarter (April 1, 2023 to June 30, 2023)
$ 0.04
$ 0.11
Fourth Quarter (July 1, 2023 to September 30, 2023)
$ 0.05
$ 0.10
Fiscal Year
2024
First Quarter (October 1, 2023 to December 31, 2023) (1)
$ 0.03
$ 0.07
(1) Through December 18, 2023
As
of September 30, 2023, there were 213,854,781 shares of our common stock issued and outstanding, and there were approximately 3,100 record
holders of our common stock.
Also
as of September 30, 2023, there were zero (0) shares of Series A Preferred Stock issued and outstanding .
Dividends
We
have never declared any dividends on our common stock; however, prior to December 29, 2021, we operated as a limited liability company
(“LLC”) and made distributions of profits to LLC members. There were equity distributions to LLC members of $461,000
when we operated as an LLC during fiscal year 2022.
Our
Board of Directors does not intend to declare dividends in the foreseeable future. The declaration, payment, and amount of any
future dividends will be made at the discretion our Board of Directors, and will depend upon, among other things, the results of our
operations, cash flows and financial condition, operating and capital requirements, and such other factors as our Board of Directors
consider relevant at that time. We currently expect to use all available funds to finance the future development and expansion of
our business, and we do not anticipate paying dividends on our common stock in the foreseeable future.
Transfer
Agent
The
Transfer Agent and Registrar for our common stock is Computershare Limited located in Canton, Massachusetts.
38
Recent
Sales of Unregistered Securities
Except
as previously disclosed in Form 8-K dated May 9, 2023, respecting the issuance of 62,016,618 shares of common stock in the Business Combination,
and as previously disclosed in the Form 8-K dated June 15, 2023, respecting the issuance of 100 shares of common stock upon the conversion
of the outstanding 100 shares of Series A Preferred Stock, there have been no sales of unregistered securities during the year ended
September 30, 2023.
Please
refer to the information contained in Item 1. Business under the caption “Business Combination Between Cipherloc Corporation and
SideChannel, Inc. (now known as SCS, Inc.)” of this Form 10-K with respect to shares of our equity securities issued during the
twelve-month period ended September 30, 2022.
ITEM
6. RESERVED