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): December 27, 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, Suite 405, 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. ☐
Item7.01. Regulation FD Disclosure.
On December 27, 2023, SideChannel, Inc. (the “Company”) issued a press release announcing the final results of the Tender Offer filed with the Securities and Exchange Commission on November 7, 2023.
The information included in this Current Report on Form 8-K, 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 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
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by the registrant on December 27, 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: December 27, 2023
| SIDECHANNEL, INC. | |
|---|---|
| By: | /s/ Brian Haugli |
| Brian<br> Haugli | |
| Chief<br> Executive Officer |
Exhibit99.1
SideChannelExchanges 2021 Warrants for Common Stock and New Warrants
WORCESTER,MA / ACCESSWIRE / December 27, 2023 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, announced the successful completion of a tender offer with holders of certain 2021 warrants.
On November 7, 2023, SideChannel announced a tender offer to 101 investors who collectively possess 55.5 million warrants issued in 2021 with an exercise price of $0.36 and expiration dates between March 31, 2026 and April 16, 2026. The tender offer closed at 5:00 p.m., Eastern Time, on December 26, 2023, with 76 investors receiving, on a combined basis, approximately 7.3 million shares of common stock and 17.4 million new warrants in exchange for tendering 43.5 million 2021 warrants (78.4% of the total 2021 warrants).
“Our growth and industry leadership are positioning SideChannel for strategic opportunities. The 2021 warrants contain toxic terms that limit our options and impede our ability to take advantage of these opportunities. We have alternatives for working around the roadblocks presented by these warrants that don’t involve the warrant holders, but we chose to work with these investors on a solution and we are appreciative of their support,” said Brian Haugli, SideChannel’s CEO. He added, “We are mindful of the patience investors have had with our company as we work through the merger and continue advancing Enclave. Our tender offer allows these investors to get immediate value from their 2021 warrants and increase their potential to benefit from our future successes.”
The common stock issued through this tender offer represents approximately 3.3% of the total outstanding shares after the tender offer. The new warrants received by investors have an $0.18 exercise price, expire on December 31, 2028, have no restrictions on a cashless exercise, and feature an automatic conversion into common stock if the bid price exceeds $0.36 for 30 consecutive days.
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 meaningof the Act and are subject to the safe harbor created by the Act and otherwise. Examples of forward-looking statements include, amongothers, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financialperformance.
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.