8-K

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): May 7, 2024

SideChannel,Inc.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On April 19, 2024, SideChannel, Inc. (the “Company”), received a letter of resignation (the “Resignation Letter”) from its Director, Kevin Powers.

Mr. Power’s resignation is effective as of the date of the filing of the next quarterly report, for the period ended March 31, 2024, which was May 7, 2024. On May 6, 2024, the resignation was announced to the Board of Directors during a scheduled Board of Directors meeting and was not a result of any disagreement on any matter relating to the Company’s operations, policies, or practices.

A copy of the Resignation Letter is filed herewith as Exhibit 17.1 and the description of the Resignation Letter contained herein is qualified in its entirety by reference to the full text of the Resignation Letter which is incorporated by reference into this Item 5.02. In accordance with the requirements of Item 5.02(a) of Form 8-K, the Company has provided Mr. Powers with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.

Item9.01 Financial Statements and Exhibits

(a) Exhibits.

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.

Exhibit17.1

Hi Debbie and Brian:

As we discussed in separate conversations, I will be resigning from the Board of Directors of SideChannel. My resignation is not based on any disagreement (or any issue for that matter) with the Management team and/or the Board of Directors. Rather, I have varying opportunities that I want to pursue for which I could not if I remained on the Board of Directors.

As discussed and agreed upon with Brian, my resignation will be effective after our next quarterly report filing with the SEC.

Thanks again for the opportunity to serve on the Board of SideChannel and work with such a great team!

Best,

Kevin

KevinR. Powers, J.D.

Founderand Director, MS in Cybersecurity Policy & Governance Programs, Boston College

AssistantProfessor of the Practice, Boston College Law School

AssistantProfessor of the Practice, Business Law & Society Dept., Carroll School of Management