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 7, 2024
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 |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | SDCH | OTC<br> Markets Group (OTCQB) |
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 7, 2024, SideChannel, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2023, as reported in the 10-Q, filed February 7, 2024.
Item7.01. 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.
Item9.01 Financial Statements and Exhibits
(a) Exhibits.
| Exhibit No. | Description |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| 99.1 | Press Release issued by the registrant on February 7, 2024. |
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 7, 2024 | By: | /s/ Brian Haugli |
| Name: | Brian<br> Haugli | |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
SideChannelReports Continued Quarterly Revenue Growth
Financialresults conference call on Wednesday, February 7 @ 4:30 P.M. EST
WORCESTER,MA / ACCESSWIRE / February 7, 2024 / 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 three months ended December 31, 2023.
FirstQuarter FY 2024 Highlights
| ● | Revenue of $1.7 million; grew 12.3% versus the first quarter<br>of FY 2023 and 4.6% sequentially. |
|---|---|
| ● | Gross margin of 48.7% versus<br> 56.0% in the first quarter of FY 2023 and 51.6% for the fourth quarter of FY 2023. |
| ● | Operating expenses decreased<br> $368,000 or 25.0% compared to the first quarter of FY 2023 and $68,000 or 5.8% sequentially. |
| ● | Net loss of $246,000 or $0.00<br> per share. |
| ● | Trailing twelve-month revenue<br> reached $6.8 million as of December 31, 2023. |
| ● | Revenue retention was 72.7%<br> for the trailing twelve months ended December 31, 2023. |
| ● | Cash was $819,000 as of December<br> 31, 2023; cash used in operations during the quarter of $184,000. |
ManagementComments
Commenting on the fiscal first quarter ended December 31, 2023, Brian Haugli, President and Chief Executive Officer of SideChannel said, “In May 2023, we announced that our primary focus was to pursue positive cash flow from operations, and I am pleased to see our continued progress toward that goal. If the current trends continue, we expect to achieve this objective during this fiscal year. When we transition from burning cash to generating cash on a quarterly basis, I anticipate that we will renew our investments in marketing and selling activities.”
“We still consider Enclave to be in a beta phase with managed, incremental adoption by select customers. Our beta program is providing valuable feedback and insight that we intend to use in our go-to-market strategy for Enclave, which combines critical risk management tools supported by a simple, efficient management console.” said Haugli.
SideChannel will host a conference call on February 7 at 4:30 P.M. Eastern Time to discuss its first quarter results and provide an update on the Company’s initiatives.
FIRSTQUARTER CALL INFORMATION
| Date: | Wednesday,<br> February 7, 2024 at 4:30 P.M. Eastern Standard Time. |
|---|---|
| Dial In: | Toll<br> Free: 888-506-0062 |
| International:<br> 973-528-0011 | |
| Participant<br> Access Code: 235453 |
A webcast of the call will also be available: https://www.webcaster4.com/Webcast/Page/2071/49677
Participants may register in advance for the call using the webcast link.
The conference call will include management remarks and a live question and answer session. The conference call host will provide participants with instructions for joining the queue to asks questions at the conclusion of management remarks. Questions may also be submitted prior to the meeting using ir@sidechannel.com.
FirstQuarter 2024 Review
The first quarter Form 10-Q is accessible in its entirety at https://investors.sidechannel.com/sec-filings.
| In thousands, except shares and per share data | Three Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | ||||||||||||||||||
| **** | 12/31/2023 | **** | 12/31/2022 | **** | **** | % | **** | 9/30/2023 | **** | **** | % | **** | |||||||
| Revenue | $ | 1,736 | $ | 1,546 | 12.3 | % | $ | 1,659 | 4.6 | % | |||||||||
| Gross profit | 845 | 865 | ) | -2.3 | % | 856 | ) | -1.3 | % | ||||||||||
| Gross margin | 48.7 | % | 56.0 | % | 51.6 | % | |||||||||||||
| Operating expenses | 1,104 | 1,472 | ) | -25.0 | % | 1,172 | ) | -5.8 | % | ||||||||||
| Impairment Charges | - | - | 4,940 | ) | -100 | % | |||||||||||||
| Operating loss | (259 | ) | (607 | ) | (5,256 | ) | |||||||||||||
| Net loss | (246 | ) | (602 | ) | (4,870 | ) | |||||||||||||
| Net loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | ) | $ | (0.02 | ) | |||||||||
| Weighted average common shares outstanding – basic and diluted | 214,578,923 | 148,733,860 | 213,574,059 |
All values are in US Dollars.
| **** | As of<br><br> <br><br><br> <br><br> <br>December 31, 2023 | As of<br> <br>September 30, 2023 | ||
|---|---|---|---|---|
| Cash | $ | 819 | $ | 1,053 |
| Current Assets | 2,145 | 2,448 | ||
| Current Liabilities | 760 | 954 |
AboutSideChannel
SideChannel helps emerging and mid-market companies protect their assets. Founded in 2019, the Company delivers 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 to press releases and industry updates by subscribing to the investor email newsletter and following SideChannel on X and LinkedIn.
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 of SideChannel’s futureexpectations, 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”, “potential”, “could”, “should”or “may”, and similar conditional expressions are intended to identify forward-looking statements within the meaning of theAct and are subject to the safe harbor created by the Act and otherwise. 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.
Becauseforward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause SDCH’sactual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Theserisk factors include, but are not limited to: that we have incurred net losses since inception, our need for additional funding, thesubstantial doubt about our ability to continue as a going concern, and the terms of any future funding we raise; our dependence on currentmanagement and our ability to attract and retain qualified employees; competition for our products; our ability to develop and successfullyintroduce new products, improve current products and innovate; unpredictability in our operating results; our ability to retain existinglicensees and add new licensees; our ability to manage our growth; our ability to protect our intellectual property (IP), enforce ourIP rights and defend against claims that we infringed on the IP of others; the risk associated with the concentration of our cash inone financial institution at levels above the amount protected by FDIC insurance; and other risk factors included from time to time indocuments we file with the Securities and Exchange Commission, including, but not limited to, our Forms 10-K, 10-Q and 8-K. These reportsare available at www.sec.gov.
Otherunknown or unpredictable factors also could have material adverse effects that could cause actual results to differ materially from thoseprojected or represented in the forward-looking statements. Further, factors that we do not presently deem material as of the date ofthis release may become material in the future. The forward-looking statements included in this press release are made only as of thedate hereof. SideChannel cannot guarantee future results, levels of activity, performance, or achievements. Accordingly, you should notplace undue reliance on these forward-looking statements. Finally, SideChannel undertakes no obligation to update these forward-lookingstatements after the date of this release, except as required by law, nor any obligation to update or correct information prepared bythird parties.