8-K
SideChannel, Inc. (SDCH)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): February 12, 2026
SideChannel,Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28745 | 86-0837077 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
146Main Street, Suite 405, Worcester, MA 01608
(Address of principal executive offices) (Zip Code)
(508)925-0114
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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. ☐
Item2.02. Results of Operations and Financial Condition.
On February 17, 2026, SideChannel, Inc. (the “Company”) issued a press release providing information about its operating and financial results for the quarter ended December 31, 2025. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The information included in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item5.07. Submission of Matters to a Vote of SecurityHolders.
On February 12, 2026, the Company held an annual meeting of stockholders (the “2026 Annual Meeting”) to vote on the following matters:
| ● | Proposal<br> No. 1. – Election of five members to the Company’s Board of Directors (“Board”);<br> and |
|---|---|
| ● | Proposal<br> No. 3. – Ratification of the appointment of RBSM, LLP as our independent registered<br> public accounting firm for our fiscal year ending September 30, 2026. |
As previously disclosed:
| (i) | Proposal<br> No. 2 (relating to the amendment of the Company’s certificate of incorporation, as<br> amended, to effectuate a reverse stock split of the Company’s outstanding shares of<br> common stock, at a ratio of no less than 1-for-2 and no more than 1-for-200, with such ratio<br> to be determined by the Board in its sole discretion), was withdrawn prior to the 2026 Annual<br> Meeting; and |
|---|---|
| (ii) | After<br> the close of trading on January 22, 2026, the Company effectuated a 1-for-52 reverse stock<br> split of the Company’s outstanding shares of common stock (the “Reverse Split”). |
The Reverse Split was previously approved by stockholders at the Company’s annual meeting of stockholders held on February 12, 2025. The Reverse Split did not affect the voting rights of stockholders, the number of votes entitled to be cast by any stockholder at the 2026 Annual Meeting, or the manner in which votes were tabulated by the Company’s transfer agent. For clarity and consistency with the Company’s current capital structure, the Company has disclosed share information in this Current Report on Form 8-K as adjusted to reflect the Reverse Split.
There were 231,229,054 (4,446,713 on a post-Reverse Split basis) shares of common stock outstanding as of December 10, 2025, the record date for determination of stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting. At the 2026 Annual Meeting, 180,536,044 (3,471,847 on a post-Reverse Split basis) shares of common stock, representing 78.08% of the eligible voting shares, were present in person or by proxy. Accordingly, a quorum was present at the 2026 Annual Meeting.
ProposalNo. 1 – Election of Directors
Stockholders voted to elect the five nominees for director named below to the Board, in accordance with the voting results below:
| For | Withhold | Broker Non-Votes | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nominee | Pre-<br><br> <br>Reverse<br><br> <br>Split | Post-<br><br> <br>Reverse<br><br> <br>Split | Pre-<br><br> <br>Reverse<br><br> <br>Split | Post-<br><br> <br>Reverse<br><br> <br>Split | Pre-<br><br> <br>Reverse<br><br> <br>Split | Post-<br><br> <br>Reverse<br><br> <br>Split | ||||||
| Robert Brown | 146,465,713 | 2,816,649 | 543,212 | 10,447 | 33,527,119 | 644,753 | ||||||
| Brian Haugli | 146,395,713 | 2,815,303 | 613,212 | 11,793 | 33,527,119 | 644,753 | ||||||
| Nick Hnatiw | 146,469,546 | 2,816,723 | 539,379 | 10,373 | 33,527,119 | 644,753 | ||||||
| Hugh Regan, Jr. | 146,449,349 | 2,816,334 | 559,576 | 10,762 | 33,527,119 | 644,753 | ||||||
| Anna Seacat | 146,445,071 | 2,816,252 | 563,854 | 10,844 | 33,527,119 | 644,753 |
ProposalNo. 3 – Ratification of Independent Registered Public Accounting Firm
Stockholders voted to approve ratification of the appointment of RBSM, LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2026, in accordance with the voting results below:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pre-<br><br> <br>Reverse<br><br> <br>Split | Post-<br><br> <br>Reverse<br><br> <br>Split | Pre-<br><br> <br>Reverse<br><br> <br>Split | Post-<br><br> <br>Reverse<br><br> <br>Split | Pre-<br><br> <br>Reverse<br><br> <br>Split | Post-<br><br> <br>Reverse<br><br> <br>Split | Pre-<br><br> <br>Reverse<br><br> <br>Split | Post-<br><br> <br>Reverse<br><br> <br>Split | ||||||||
| 179,892,548 | 3,459,473 | 462,674 | 8,898 | 180,822 | 3,478 | - | - |
Item9.01. Financial Statements and Exhibits.
(a) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of the registrant issued on February 17, 2026. |
| 104 | Cover<br> 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:<br> February 17, 2026 | By: | /s/ Brian Haugli |
| Name: | Brian<br> Haugli | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
SideChannelReports FY 2026 First Quarter Results
Financialresults conference call on Tuesday, February 17 @ 4:30 P.M. ET
WORCESTER,MA / ACCESSWIRE / February 17, 2026 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel” or the “Company”), a leading provider of cybersecurity services and technology to emerging to enterprise companies, today announced its financial results for the first quarter of the fiscal year ending September 30, 2026 (“FY 2026”).
FY2026 First Quarter Highlights
| ● | Revenue<br> of $1.8 million, representing $134 thousand, or 7.0%, less than fiscal year ended September 30, 2025 (“FY 2025”) first<br> quarter revenue of $1.9 million. |
|---|---|
| ● | Gross<br> margin of 51.2%, 540 basis points higher than 45.8% gross margin for FY 2025. |
| ● | Operating<br> expenses increased $229 thousand, or 21.2%, compared to FY 2025. |
| ● | Net<br> loss of $396 thousand, or $0.09 per share, versus net loss of $195 thousand, or $0.04 per share, in FY 2025. |
| ● | Trailing<br> twelve-month revenue retention of 65.2% as of December 31, 2025, compared to 63.6% as of September 30, 2025. |
| ● | Cash,<br> cash equivalents, and short-term investments decreased by $570 thousand from September 30, 2025, to an ending balance of $595 thousand<br> at December 31, 2025. |
SideChannel will host a conference call on February 17, 2026, at 4:30 P.M. Eastern Time to discuss its FY 2026 first quarter results and provide an update on the Company’s initiatives.
ManagementComments
Commenting on the results for the quarter ended December 31, 2025, Brian Haugli, SideChannel’s President, Chief Executive Officer and Chairman of the Board, said, “Jamie Wolf, our Chief Marketing Officer, is providing excellent leadership to our Enclave marketing campaign. Her presence fills a gap we identified in effectively telling the Enclave story to our target market. Ms. Wolf is being supported by Anna Seacat, a recent addition to our Board. Our increased participation in strategic partnerships, relevant industry events, and speaking opportunities have been the catalysts for potential customers exploring how Enclave solves critical business challenges, such as business email compromise and certificate lifecycle management.”
Mr. Haugli continued, “We have been addressing our declining revenue through improvements in our marketing and selling personnel and processes. It will take time for these improvements to translate into revenue impacts, but we are seeing the precursors to revenue growth in our marketing KPIs and in our sales pipeline. We expect to reduce our annual operating costs by $930 thousand during the balance of FY 2026 to extend our cash runway and bolster our investments in Enclave marketing.”
HaugliAppointed Chairman
Mr. Haugli was appointed Chairman of the Board effective February 12, 2026. Mr. Haugli succeeds Deborah MacConnel, who previously announced her retirement from the Board. Ms. MacConnel presided over the Board through the Company’s 2026 Annual Meeting of stockholders held on February 12, 2026. The Board also appointed Ms. Seacat as a member of the Audit Committee, effective February 12, 2026.
CALLINFORMATION
| Date: | Tuesday<br> February 17, 2026, at 4:30 P.M. Eastern Time |
|---|---|
| Dial In: | Toll<br> Free: 888-506-0062 |
| International:<br> 973-528-0011 | |
| Participant<br> Access Code: 835324 |
A webcast of the call will also be available: https://www.webcaster5.com/Webcast/Page/2071/53378
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 ir@sidechannel.com.
The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, is expected to be filed today with the Securities and Exchange Commission and will be available at https://investors.sidechannel.com/sec-filings.
Financialtables follow.
SIDECHANNEL,INC.
CONDENSEDCONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2025 | 2024 | |||||
| Revenues | $ | 1,774 | $ | 1,908 | ||
| Cost of revenues | 865 | 1,034 | ||||
| Gross profit | 909 | 874 | ||||
| Operating expenses | ||||||
| General and administrative | 677 | 660 | ||||
| Selling and marketing | 457 | 267 | ||||
| Research and development | 175 | 153 | ||||
| Total operating expenses | 1,309 | 1,080 | ||||
| Operating loss | (400 | ) | (206 | ) | ||
| Other income, net | 7 | 13 | ||||
| Net loss before income tax expense | (393 | ) | (193 | ) | ||
| Income tax expense | 3 | 2 | ||||
| Net loss | $ | (396 | ) | $ | (195 | ) |
| Net loss per common share – basic and diluted | $ | (0.09 | ) | $ | (0.04 | ) |
| Weighted average common shares outstanding – basic and diluted | 4,446,713 | 4,346,574 |
The Company’s weighted average common shares outstanding and net loss per common share – basic and diluted for the three months ended December 31, 2025, and December 31, 2024, have been retroactively restated for the 52:1 reverse stock split that became effective on January 22, 2026.
SIDECHANNEL,INC.
CONDENSEDCONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| September 30, 2025 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 495 | $ | 1,065 | ||
| Short-term investments | 100 | 100 | |||
| Accounts receivable, net | 686 | 553 | |||
| Prepaid expenses and other current assets | 328 | 374 | |||
| Total current assets | 1,609 | 2,092 | |||
| Fixed assets | 13 | 17 | |||
| Goodwill | 1,356 | 1,356 | |||
| Total assets | 2,978 | $ | 3,465 | ||
| LIABILITIES & STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | 445 | $ | 515 | ||
| Deferred revenue | 677 | 801 | |||
| Income taxes payable | 9 | 6 | |||
| Total current liabilities | 1,131 | 1,322 | |||
| Total liabilities | 1,131 | 1,322 | |||
| Commitments and contingencies | |||||
| Common stock, 0.001 par value, 681,000,000 shares authorized; 4,446,713 shares issued and outstanding as of December 31, 2025, and September 30, 2025, | 4 | 4 | |||
| Additional paid-in capital | 22,974 | 22,874 | |||
| Accumulated deficit | (21,131 | ) | (20,735 | ) | |
| Total stockholders’ equity | 1,847 | 2,143 | |||
| Total liabilities and stockholders’ equity | 2,978 | $ | 3,465 |
All values are in US Dollars.
AboutSideChannel
Our mission is to make cybersecurity simple and accessible for mid-market and emerging companies, a market that we believe is currently underserved. We believe that our cybersecurity product and service offerings provide cybersecurity and privacy risk management solutions for our customers. We anticipate that our target customers will continue to need cost-effective security solutions. We continue to expand our catalogue of services and solutions to address the cybersecurity needs of our customers, including virtual Chief Information Security Officer (“vCISO”), cyber program strategy, zero trust, third-party risk management, compliance readiness, cloud security services, privacy, threat intelligence, managed end-point security solutions, and cybersecurity awareness.
We are marketing and selling Enclave, a proprietary software product that simplifies important cybersecurity tasks to achieve “microsegmentation.” By combining zero trust network access with certificate management and machine identity, Enclave seamlessly creates a unified security architecture that eliminates traditional network vulnerabilities. This integration enables IT teams to enforce precise access policies based on verified machine identities. Certificate-based identities allow a simplified management for any certificate-based communication, while the zero trust framework continuously validates every connection attempt. This powerful combination delivers robust security without the typical management overhead, allowing organizations to implement sophisticated microsegmentation strategies with remarkable simplicity and minimal resource requirements. 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
InvestorContact
Ryan Polk
ir@sidechannel.com
Forward-LookingStatements
Thispress release may contain forward-looking statements, including information about management’s view ofSideChannel’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”, andsimilar conditional expressions are intended to identify forward-looking statements. Examples of forward-lookingstatements include, among others, statements relating to future sales, earnings, cash flows, results of operations, usesof cash and other measures of financial performance.
Becauseforward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause SideChannel’s actualresults and financial condition to differ materially from those expressed or implied in the forward-looking statements. These riskfactors include, but are not limited to: that we have incurred net losses since inception, our need for additional funding, the substantialdoubt about our ability to continue as a going concern, and the terms of any future funding we raise; our ability to grow revenues fromour Enclave product; our dependence on current management and our ability to attract and retain qualified employees; competition forour products; our ability to develop and successfully introduce new products, improve current products and innovate; unpredictabilityin our operating results; our ability to retain existing licensees and add new licensees; our ability to manage our growth; our abilityto protect our intellectual property (IP), enforce our IP rights and defend against claims that we infringed on the IP of others; therisk associated with the concentration of our cash in financial institutions 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 notlimited to, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These reports are availableat www.sec.gov.
Otherunknown or unpredictable factors also could have material adverse effects that could cause actual results to differ materially fromthose projected or represented in the forward-looking statements. Further, factors that we do not presently deem materialas of the date of this release may become material in the future. The forward-looking statements included in this press release are madeonly 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 updatethese forward-looking statements after the date of this release, except as required by law, nor any obligation to update or correct informationprepared by third parties.