UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition
On August 13, 2025, SideChannel, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025, as reported on its Form 10-Q, filed with the Securities and Exchange Commission on August 13, 2025.
Item 7.01. Regulation FD Disclosure.
A copy of a press release announcing the financial results is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this current report on Form 8-K.
The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by the registrant on August 13, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SideChannel, Inc. | ||
| Date: August 13, 2025 | By: | /s/ Brian Haugli |
| Name: | Brian Haugli | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
SideChannel Reports Third Quarter Results
Financial results conference call on Wednesday, August 13 @ 4:30 P.M. ET
WORCESTER, MA / ACCESSWIRE / August 13 , 2025 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced its financial results for the third quarter of the fiscal year ended September 30, 2025.
Fiscal Year 2025 Third Quarter Highlights
| ● | Revenue of $1.8 million; $70 thousand or 3.8% less than Fiscal Year (“FY”) 2024 third quarter revenue. | |
| ● | Gross margin of 47.0%; 190 bps lower than 48.9% for FY 2024 third quarter. | |
| ● | Operating expenses increased $47 thousand, or 4.5%, compared to FY 2024 third quarter. | |
| ● | Net loss of $261 thousand or $0.00 per share versus a net loss of $146 thousand or $0.00 per share in FY 2024 third quarter. | |
| ● | Cash, cash equivalents, and short-term investments decreased by $46 thousand from September 30, 2024, to an ending balance of $1.2 million at June 30, 2025. | |
| ● | Trailing twelve-month revenue was $7.5 million as of June 30, 2025. | |
| ● | Trailing twelve-month revenue retention was 61.4% as of June 30, 2025. |
Summary of Fiscal Year 2025 Year to Date Results (Nine Months Ended June 30, 2025)
| ● | Revenue of $5.6 million; $69 thousand or 1.3% more than FY 2024. | |
| ● | Gross margin of 47.5%; equal to FY 2024. | |
| ● | Operating expenses decreased $103 thousand, or 3.1%, compared to FY 2024. | |
| ● | Net loss of $510 thousand or $0.00 per share versus a net loss of $645 thousand or $0.00 per share in FY 2024. |
Management Comments
Commenting on the results for the quarter ended June 30, 2025, Brian Haugli, President and Chief Executive Officer of SideChannel, said, “Enclave, our Zero Trust software platform, is gaining strong traction with two Department of Defense clients already onboard and clear opportunities to expand both within these organizations and into additional DoD agencies. We are focused on building on this momentum to capture more of this high-value market.”
Haugli continued, “At DEFCON 33, we also launched our Insider Threat program, led by Vice President Lauren Trujillo, which leverages Enclave’s Zero Trust capabilities to help clients identify, contain, and mitigate risks from within their organizations. Early client interest has been encouraging, and we see this as a powerful complement to Enclave’s broader security benefits.”
“With growing adoption in critical markets and an expanded vCISO services portfolio, we are well positioned to modernize and strengthen the cybersecurity defenses of our clients while driving long-term growth for SideChannel.”
SideChannel will host a conference call on August 13, 2025, at 4:30 P.M. Eastern Time to discuss its third quarter results and provide an update on the Company’s initiatives.
CALL INFORMATION
| Date: | Wednesday August 13, 2025, at 4:30 P.M. Eastern Standard Time. |
| Dial In: | Toll Free: 888-506-0062 |
| International: 973-528-0011 | |
| Participant Access Code: 229937 |
A webcast of the call will also be available: https://www.webcaster4.com/Webcast/Page/2071/51582
Participants may register in advance for the call using the webcast link.
The call will include management remarks and a live question and answer session. Questions may be submitted prior to the meeting using [email protected].
The Company’s Form 10-Q for the quarter ended June 30, 2025, was filed with the Securities and Exchange Commission and is available at https://investors.sidechannel.com/sec-filings.
Financial tables follow.
SIDECHANNEL, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | 1,776 | $ | 1,846 | $ | 5,578 | $ | 5,509 | ||||||||
| Cost of revenues | 941 | 944 | 2,928 | 2,894 | ||||||||||||
| Gross profit | 835 | 902 | 2,650 | 2,615 | ||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | 715 | 778 | 2,030 | 2,336 | ||||||||||||
| Selling and marketing | 242 | 137 | 736 | 562 | ||||||||||||
| Research and development | 146 | 141 | 419 | 390 | ||||||||||||
| Total operating expenses | 1,103 | 1,056 | 3,185 | 3,288 | ||||||||||||
| Operating loss | (268 | ) | (154 | ) | (535 | ) | (673 | ) | ||||||||
| Other income, net | 9 | 8 | 31 | 29 | ||||||||||||
| Net loss before income tax expense | (259 | ) | (146 | ) | (504 | ) | (644 | ) | ||||||||
| Income tax expense | 2 | - | 6 | 1 | ||||||||||||
| Net loss | $ | (261 | ) | $ | (146 | ) | $ | (510 | ) | $ | (645 | ) | ||||
| Net loss per common share – basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted average common shares outstanding – basic and diluted | 231,229,054 | 225,032,119 | 228,380,169 | 220,770,171 | ||||||||||||
SIDECHANNEL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
June 30, 2025 | September 30, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 1,149 | $ | 1,045 | ||||
| Short-term investments | 100 | 250 | ||||||
| Accounts receivable, net | 759 | 732 | ||||||
| Deferred costs | 15 | 150 | ||||||
| Prepaid expenses and other current assets | 453 | 385 | ||||||
| Total current assets | 2,476 | 2,562 | ||||||
| Fixed assets | 20 | 33 | ||||||
| Goodwill | 1,356 | 1,356 | ||||||
| Total assets | $ | 3,852 | $ | 3,951 | ||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 530 | $ | 729 | ||||
| Deferred revenue | 882 | 515 | ||||||
| Income taxes payable | 4 | 3 | ||||||
| Total current liabilities | 1,416 | 1,247 | ||||||
| Total liabilities | 1,416 | 1,247 | ||||||
| Commitments and contingencies (Note 14) | ||||||||
| Common stock, $0.001 par value, 681,000,000 shares authorized; 231,229,054 and 225,975,331 shares issued and outstanding as of June 30, 2025, and September 30, 2024 | 231 | 226 | ||||||
| Additional paid-in capital | 22,558 | 22,321 | ||||||
| Accumulated deficit | (20,353 | ) | (19,843 | ) | ||||
| Total stockholders’ equity | 2,436 | 2,704 | ||||||
| Total liabilities and stockholders’ equity | $ | 3,852 | $ | 3,951 | ||||
About SideChannel
SideChannel helps emerging and mid-market companies protect their assets. Founded in 2019, we deliver comprehensive cybersecurity plans through a series of actions branded SideChannel Complete.
SideChannel deploys a combination of skilled and experienced talent and technological tools to offer layered defense strategies supported by battle-tested processes. SideChannel also offers Enclave, a network infrastructure platform that eases the journey from zero to zero-trust. Learn more at sidechannel.com.
Investors and shareholders are encouraged to receive press releases and industry updates by subscribing to the investor email newsletter and following SideChannel on X and LinkedIn.
You may contact us at:
SideChannel
146 Main Street, Suite 405
Worcester, MA 01608
Investor Contact
Ryan Polk
Forward-Looking Statements
This press release may contain forward-looking statements, including information about management’s view of SideChannel’s future expectations, plans and prospects. In particular, when used in the preceding discussion, the words “believes”, “hopes”, “expects”, “intends”, “plans”, “anticipates”, “potential”, “could”, “should” or “may”, and similar conditional expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance.
Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause SideChannel’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. These risk factors include, but are not limited to: that we have incurred net losses since inception, our need for additional funding, the substantial doubt about our ability to continue as a going concern, and the terms of any future funding we raise; our dependence on current management and our ability to attract and retain qualified employees; competition for our products; our ability to develop and successfully introduce new products, improve current products and innovate; unpredictability in our operating results; our ability to retain existing licensees and add new licensees; our ability to manage our growth; our ability to protect our intellectual property (IP), enforce our IP rights and defend against claims that we infringed on the IP of others; the risk associated with the concentration of our cash in one financial institution at levels above the amount protected by FDIC insurance; and other risk factors included from time to time in documents we file with the Securities and Exchange Commission, including, but not limited to, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These reports are available at www.sec.gov.
Other unknown or unpredictable factors also could have material adverse effects that could cause actual results to differ materially from those projected or represented in the forward-looking statements. Further, factors that we do not presently deem material as of the date of this release may become material in the future. The forward-looking statements included in this press release are made only as of the date hereof. SideChannel cannot guarantee future results, levels of activity, performance, or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, SideChannel undertakes no obligation to update these forward-looking statements after the date of this release, except as required by law, nor any obligation to update or correct information prepared by third parties.