8-K
SideChannel, Inc. (SDCH)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February15, 2023
SideChannel,Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28745 | 86-0837077 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | IRS<br> Employer |
| of<br> incorporation or organization) | File<br> Number) | Identification<br> No.) |
146Main Street**, Suite405** , Worcester
,
MA
01608
(Address of principal executive offices)
Registrant’s telephone number, including area code: (508)
925-0114
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Checkthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | SDCH | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item5.07 Submission of Matters to a Vote of Security Holders
On February 15, 2023, SideChannel, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The record date fixed by the Board of Directors (“Board”) for stockholders entitled to notice of and to vote at the meeting was December 23, 2022. At the close of business on December 23, 2022, there were 148,724,056 shares of common stock of the Company issued and outstanding along with 100 shares of Series A Preferred stock of the Company issued and outstanding. The combined total number of shares eligible to vote was 148,724,156.
A total of 119,846,018 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on January 6, 2023, are as follows:
Proposal1. Two (2) nominees for director were elected to serve until the 2023 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the two (2) directors was as follows:
| Directors | For | Against | Abstain | Broker<br> Non Vote | ||||
|---|---|---|---|---|---|---|---|---|
| Anthony<br> Ambrose | 83,498,364 | 0 | 446,186 | 35,901,468 | ||||
| Kevin<br> Powers | 83,498,325 | 0 | 446,225 | 35,901,468 |
Proposal2. The appointment of RBSM, LLP as the Company’s independent registered public accounting firm for its fiscal year ended September 30, 2023 was ratified and approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstain | Broker<br> Non Vote | ||||
|---|---|---|---|---|---|---|---|
| 119,423,038 | 394,481 | 28,499 | 0 |
Proposal3. Discretionary authority was granted to our Board (i) to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of 1-for-2 to a maximum of a 1-for-100 split, with the exact ratio to be determined by our Board in its sole discretion; and (ii) effect the reverse stock split, if at all, within two years of the date the proposal was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstain | Broker<br> Non Vote | ||||
|---|---|---|---|---|---|---|---|
| 115,048,564 | 4,374,874 | 422,578 | 2 |
Item8.01 Other Events.
Appointmentof Board Chairwoman
The Board unanimously elected Ms. Deborah MacConnel as its Chairwoman at is meeting on February 15, 2023.
Ms. MacConnel joined the Board on July 1, 2022 and has been involved in the computer industry for 34 years, retiring recently from International Business Machines Corporation (“IBM”) (NYSE: IBM) after 28 years. Prior to her retirement, Ms. MacConnel was instrumental in transforming information technology for IBM’s human resources function, which supported up to 450,000 employees. Ms. MacConnel’s team at IBM was also responsible for transforming the succession planning process for executive selection and promotion, along with enhancing the processes for mergers and acquisition management and talent acquisition. Ms. MacConnel has a Bachelor of Science degree in Business Administration from the University of Texas.
Appointmentof Board Committee Chairs
Also at its February 15, 2023 meeting, the Board elected:
| ● | Hugh<br> Regan to continue in his role as Audit Committee Chairman. |
|---|---|
| ● | Kevin<br> Powers as the Compensation Committee Chairman. |
| ● | Anthony<br> Ambrose to continue in his role as Nomination and Corporate Governance Committee Chairman. |
PressRelease
On February 21, 2023, the Company issued a press release announcing the results of the Annual Meeting and the election of Ms. MacConnel as the Chairwoman of the Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
InvestorDay Video Conference Replay
A replay of SideChannel’s Investor Day is available at https://investors.sidechannel.com/events-presentations. The information in this Form 8-K is a summary only and is subject to and qualified by the entire Investor Day as streamed.
Item9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> release dated February 21, 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Dated: February 21, 2023
| SIDECHANNEL,<br> INC. | |
|---|---|
| By: | /s/ Ryan Polk |
| Ryan<br> Polk | |
| Chief<br> Financial Officer |
Exhibit99.1
SideChannelAnnounces Annual Meeting Results
DeborahMacConnel Named as Chairwoman
WORCESTER,Mass., Feb. 21, 2023 (GLOBE NEWSWIRE) — via InvestorWire — SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a provider of cybersecurity products and services to emerging, middle-market and enterprise companies, today announces the results of its annual meeting of stockholders, held Feb. 15, 2023, and summarizes highlights from its Investor Day broadcast on Feb. 15, 2023.
Atthe company’s annual meeting of stockholders:
| ● | Elected<br> Anthony Ambrose and Kevin Powers to the board of directors. |
|---|---|
| ● | Ratified<br> the appointment of RBSM, LLP as the company’s independent auditor. |
| ● | Granted<br> discretionary authority to the board of directors to combine outstanding shares of SideChannel’s common stock into a lesser<br> number of outstanding shares, with the exact ratio to be determined by the board of directors within a range of 1-for-2 to<br> a maximum of 1-for-100. |
Duringthe company’s live-streamed investor day, CEO Brian Haugli and CFO Ryan Polk:
| ● | Described<br> the factors underpinning the growing demand for SideChannel’s cybersecurity program leadership. |
|---|---|
| ● | Invited<br> three employees to tell their stories illustrating SideChannel’s winning value proposition for cybersecurity professionals. |
| ● | Emphasized<br> SideChannel’s focus on revenue relationships, evidenced by the Company’s trailing 12-month revenue. |
| ● | Reiterated<br> SideChannel’s recently announced quarterly revenue growth of 26% on a quarter-over-quarter basis and 48% when compared to the<br> prior year. |
“We appreciate the stockholder approval of our annual meeting proposals. We are committed to increasing direct engagement with our stockholders and were pleased with the participation at our investor day,” said Brian Haugli.
Haugli added, “Our team is delivering meaningful leadership to our clients, and we want our stockholders to understand why mid-market companies appreciate what we do and why cybersecurity professionals love being on the SideChannel team.”
A replay of SideChannel’s Investor Day is available here.
SideChannel also held a meeting of its board of directors on Feb. 15, 2023, at which Deborah MacConnel was elected chairwoman. MacConnel’s career in technology and software started at Adobe. She recently retired from IBM, where she led global sales teams and led the transformation of IBM’s internal processes in human resources.
“We value Deborah’s experience in building successful, customer-focused teams at global technology companies. We are fortunate to have her influence our go-to-market strategies and culture,” Haugli said.
“SideChannel is doing something special,” MacConnel commented. “They are focused on solving a significant challenge for mid-market companies, and I look forward to working with the other members of the board to support and monitor SideChannel’s progress.”
AboutSideChannel
SideChannel is committed to creating top-tier cybersecurity programs for mid-market companies to help them protect their assets. SideChannel employs what it believes to be skilled and experienced talent to harden these companies’ defenses against cybercrime in its many forms. SideChannel’s team of C-suite-level information security officers possesses a combined experience of over 400 years in the industry. To date, SideChannel has created more than 50 multilayered cybersecurity programs for its clients. Learn more at sidechannel.com.
Interested investors and stockholders are encouraged to sign up for press releases and industry updates by registering for email alerts at https://investors.sidechannel.com/alerts and by following SideChannel on Twitter and LinkedIn.
SideChannel
146 Main St. Suite 405
Worcester, MA 01608
InvestorContact
Scott McGowan
InvestorBrandNetwork (IBN)
310-299-1717
ir@sidechannel.com
MediaContact
Jamie Szwiec
STiR-communications
954-647-0052
jamie@stir-communications.com
Forward-LookingStatements
This press release may contain forward-looking statements, including information about management’s view of SideChannel’s future expectations, plans and prospects, subject to the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the “Act”). In particular, when used in the preceding discussion, the words “believes,” “hopes,” “expects,” “intends,” “plans,” “anticipates” or “may,” and similar conditional expressions, are intended to identify forward-looking statements within the meaning of the Act and are subject to the safe harbor created by the Act and otherwise. Any statements made in this news release, other than those of historical fact, about an action, event or development are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of SideChannel to be materially different than those expressed or implied in such statements. These risk factors include, but are not limited to, our ability to integrate the operations of the acquired company into our company; 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; that COVID-19 has materially adversely affected our operations and may continue to have a material adverse impact on our operating results in the future; 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; 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 Forms 10-K, 10-Q and 8-K. These reports are available at www.sec.gov. Other unknown or unpredictable factors also could have material adverse effects on SideChannel’s future results. 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.
CorporateCommunications:
InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
Editor@InvestorBrandNetwork.com