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 or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

146 Main 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement 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. ☐

Item 2.02. 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.

Item 7.01 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.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by the registrant on December 3, 2025.
104		Cover 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: December 3, 2025	By:	/s/ Brian Haugli
	Name:	Brian Haugli
	Title:	Chief Executive Officer

Exhibit 99.1

SideChannel Announces Preliminary Fiscal Year 2025 Results

Financial results 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.

Preliminary Fiscal Year 2025 Highlights

	●	Revenue of $7.4 million; $49 thousand or 70 bps lower than Fiscal Year (“FY”) 2024 revenue.
	●	Gross margin of 47.7% equal to FY 2024 gross margin.
	●	Operating expenses of $4.4 million decreased $50 thousand, or 1.1%, compared to FY 2024 operating expenses.
	●	Net 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 retention of 63.6%; 560 bps lower than 69.2% for FY 2024.
	●	Cash, cash equivalents, and short-term investments decreased by $130 thousand from September 30, 2024, to an ending balance of $1.2 million at September 30, 2025.

Management Comments

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.”

CALL INFORMATION

Date:	Wednesday December 3, 2025, at 4:30 P.M. Eastern Standard Time.

Dial In:	Toll Free: 888-506-0062
	International: 973-528-0011
	Participant 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 [email protected].

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.

Financial tables follow.

SIDECHANNEL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

	Twelve Months Ended
	September 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 and development		562			546
Total operating expenses		4,422			4,472
Operating loss		(918	)		(940	)

Other income, net		40			41
Net loss before income tax expense		(878	)		(899	)

Income tax expense		14			5
Net loss after income tax expense	$	(892	)	$	(904	)
Net loss per common share – basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding – basic and diluted		229,097,973			222,078,462

SIDECHANNEL, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	September 30, 2025			September 30, 2024
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	1,065		$	1,045
Short-term investments		100			250
Accounts receivable, net		553			732
Deferred costs		-			150
Prepaid expenses and other current assets		374			385
Total current assets		2,092			2,562

Fixed assets		17			33
Goodwill		1,356			1,356
Total assets	$	3,465		$	3,951

LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	515		$	729
Deferred revenue		801			515
Income 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 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 stockholders’ equity		2,143			2,704
Total liabilities and stockholders’ equity	$	3,465		$	3,951

About SideChannel

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

Investor Contact

Ryan Polk

[email protected]

Forward-Looking Statements

This press release may contain forward-looking statements, including information about management’s view of SideChannel’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”, and similar conditional expressions are intended to identify forward-looking statements. 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.

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause SideChannel’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. These risk factors include, but are not limited to: that we have incurred net losses since inception, our need for additional funding, the substantial doubt about our ability to continue as a going concern, and the terms of any future funding we raise; our dependence on current management and our ability to attract and retain qualified employees; competition for our products; our ability to develop and successfully introduce new products, improve current products and innovate; unpredictability in our operating results; our ability to retain existing licensees and add new licensees; our ability to manage our growth; our ability to protect our intellectual property (IP), enforce our IP rights and defend against claims that we infringed on the IP of others; the risk associated with the concentration of our cash in one financial institution 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 not limited to, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These reports are available at www.sec.gov.

Other unknown or unpredictable factors also could have material adverse effects that could cause actual results to differ materially from those projected or represented in the forward-looking statements. Further, factors that we do not presently deem material as of the date of this release may become material in the future. The forward-looking statements included in this press release are made only 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 update these forward-looking statements after the date of this release, except as required by law, nor any obligation to update or correct information prepared by third parties.