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): December 3, 2025
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 December 3, 2025, SideChannel, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the year ended September 30, 2025. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item7.01 Regulation FD Disclosure
The information included in this Item 7.01, 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.
Item9.01 Financial Statements and Exhibits
(a) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release issued by the registrant on December 3, 2025. |
| 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> December 3, 2025 | By: | /s/ Brian Haugli |
| Name: | Brian<br> Haugli | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
SideChannelAnnounces Preliminary Fiscal Year 2025 Results
Financialresults conference call on Wednesday, December 3 @ 4:30 P.M. ET
WORCESTER,MA / ACCESSWIRE / December 3, 2025 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced its preliminary, unaudited financial results for the fiscal year ended September 30, 2025.
PreliminaryFiscal Year 2025 Highlights
| ● | Revenue<br> of $7.4 million; $49 thousand or 70 bps lower than Fiscal Year (“FY”) 2024 revenue. |
|---|---|
| ● | Gross<br> margin of 47.7% equal to FY 2024 gross margin. |
| ● | Operating<br> expenses of $4.4 million decreased $50 thousand, or 1.1%, compared to FY 2024 operating expenses. |
| ● | Net<br> loss of $892 thousand or $0.00 per share versus a net loss of $904 thousand or $0.00 per share in FY 2024. |
| ● | Revenue<br> retention of 63.6%; 560 bps lower than 69.2% for FY 2024. |
| ● | Cash,<br> cash equivalents, and short-term investments decreased by $130 thousand from September 30, 2024, to an ending balance of $1.2 million<br> at September 30, 2025. |
ManagementComments
Commenting on the results for the fiscal year ended September 30, 2025, Brian Haugli, President and Chief Executive Officer of SideChannel, said, “We made focused investments in selling and marketing this year and saw encouraging progress toward achieving multiple quarters of Enclave revenue growth. Fiscal year 2025 was a year of disciplined execution across both our services organization and our Enclave business. We continued our emphasis on increasing Enclave adoption by expanding awareness of how Enclave’s novel approach to microsegmentation and network security provides a significantly cost-effective alternative for mid-market and enterprise clients.”
Haugli continued, “With our expanding service portfolio, we are well-positioned to meet the needs of organizations seeking options beyond our core vCISO offering. As the economic uncertainty stabilizes and tailwinds emerge for cybersecurity risk management, such as the Pentagon’s rollout of CMMC standards, we are positioned for renewed growth in our services business line.
Our partner-led sales motion advanced during the year as more partners introduced Enclave to their clients, supporting our view that the platform’s capabilities address a broad set of zero-trust and microsegmentation needs. Enclave’s product roadmap, combined with the reach of our partner network and our established services foundation, supports our confidence in the opportunities ahead.”
CALLINFORMATION
| Date: | Wednesday<br> December 3, 2025, 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: 878142 |
A webcast of the call will also be available: https://www.webcaster4.com/Webcast/Page/2071/51584
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 annual report for the year ended September 30, 2025, will be timely filed on Form 10-K with the Securities and Exchange Commission upon completion of the audit.
Financialtables follow.
SIDECHANNEL,INC.
CONSOLIDATEDSTATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
| Twelve Months<br> Ended | ||||||
|---|---|---|---|---|---|---|
| September<br> 30, | ||||||
| 2025 | 2024 | |||||
| (Unaudited) | ||||||
| Revenues | $ | 7,351 | $ | 7,400 | ||
| Cost of revenues | 3,847 | 3,868 | ||||
| Gross profit | 3,504 | 3,532 | ||||
| Operating expenses | ||||||
| General and administrative | 2,894 | 3,155 | ||||
| Selling and marketing | 966 | 771 | ||||
| Research<br> and development | 562 | 546 | ||||
| Total<br> operating expenses | 4,422 | 4,472 | ||||
| Operating loss | (918 | ) | (940 | ) | ||
| Other income, net | 40 | 41 | ||||
| Net loss before income tax expense | (878 | ) | (899 | ) | ||
| Income<br> tax expense | 14 | 5 | ||||
| Net<br> loss after income tax expense | $ | (892 | ) | $ | (904 | ) |
| Net loss per common share<br> – basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted average common shares outstanding –<br> basic and diluted | 229,097,973 | 222,078,462 |
SIDECHANNEL,INC.
CONSOLIDATEDBALANCE SHEETS
(In thousands, except share and per share data)
| September<br> 30, 2024 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets | |||||
| Cash and cash<br> equivalents | 1,065 | $ | 1,045 | ||
| Short-term investments | 100 | 250 | |||
| Accounts receivable, net | 553 | 732 | |||
| Deferred costs | - | 150 | |||
| Prepaid<br> expenses and other current assets | 374 | 385 | |||
| Total current assets | 2,092 | 2,562 | |||
| Fixed assets | 17 | 33 | |||
| Goodwill | 1,356 | 1,356 | |||
| Total<br> assets | 3,465 | $ | 3,951 | ||
| LIABILITIES & STOCKHOLDERS’<br> EQUITY | |||||
| Current liabilities | |||||
| Accounts payable and accrued<br> liabilities | 515 | $ | 729 | ||
| Deferred revenue | 801 | 515 | |||
| Income<br> taxes payable | 6 | 3 | |||
| Total current liabilities | 1,322 | 1,247 | |||
| Total liabilities | 1,322 | 1,247 | |||
| Commitments and contingencies | |||||
| Common stock, 0.001 par value, 681,000,000 shares authorized; 231,229,054<br> and 225,975,331 shares issued and outstanding as of September 30, 2025, and September 30, 2024, respectively | 231 | 226 | |||
| Additional paid-in capital | 22,647 | 22,321 | |||
| Accumulated deficit | (20,735 | ) | (19,843 | ) | |
| Total<br> stockholders’ equity | 2,143 | 2,704 | |||
| Total<br> liabilities and stockholders’ equity | 3,465 | $ | 3,951 |
All values are in US Dollars.
AboutSideChannel
SideChannel helps emerging and mid-market companies protect their assets. Founded in 2019, we deliver 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 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 of SideChannel’s futureexpectations, plans and prospects. 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. Examplesof 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 SideChannel’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 Annual Reports on Form 10-K, QuarterlyReports on Form 10-Q and Current Reports on Form 8-K. These reports are 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.