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): January 21, 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><br><br> <br>of<br> incorporation) | (Commission<br><br> <br><br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br><br><br> <br>Identification<br> No.) |
146Main Street**, Suite405** , 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. ☐
Item7.01. Regulation FD Disclosure.
On January 21, 2025, SideChannel, Inc. (“Company”) issued a press release announcing a partnership with Recon Infosec which gives Recon Infosec’s clients access to SideChannel’s virtual Chief Information Security Officer services and gives SideChannel’s clients access to Recon’s Managed Security Operations services. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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
(a) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release issued by the registrant on January 21, 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: | January<br> 21, 2025 | By: | /s/ Brian Haugli |
| Name: | Brian<br> Haugli | ||
| Title: | Chief<br> Executive Officer |
Exhibit99.1
ReconInfosec Partners with SideChannel to Offer More Comprehensive Cybersecurity Solutions
Worcester,MA — Tuesday, January 21^st^ 2025 — Recon Infosec and SideChannel (OTCQB:SDCH) are excited to announce a new partnership, which gives Recon Infosec’s clients access to SideChannel’s virtual Chief Information Security Officer (vCISO) services and gives SideChannel’s clients access to Recon’s Managed Security Operations services. Through this collaboration, Recon’s clients can tap into SideChannel’s extensive vCISO network to help them assess, strengthen, and run their information security programs and SideChannel’s clients can benefit from robust Active Defense of their existing Information Technology environment.
“Risk Management, Network Operations, and Security Operations are the 3 pillars of cybersecurity. SideChannel vCISO and professional services support Risk Management. Recon provides the best managed security operations on the planet. We are thrilled to partner with each other to support Network Operations teams of all sizes,” said Recon’s CEO, Bob Drobish.
SideChannel is a leading provider of cybersecurity services and technology to emerging and middle market companies. Their offerings include vCISO services, a zero-trust network solution Enclave, compliance tools, and privacy enhancement. SideChannel caters to a diverse range of sectors, including healthcare, finance, technology, and more, providing both strategic and practical cybersecurity support.
SideChannel’s VP of Partnerships, David Menichello, commented on today’s announcement, “This partnership is a great example of a “better together” story. SideChannel is a best-in-class provider of security strategy, leadership, and risk management services, but clients also need reliable and effective security operations. With Recon’s Managed Security Operations and SideChannel’s GRC services, clients get the end-to-end support required for a balanced cybersecurity program.”
Both Recon and SideChannel clients win with this partnership by being able to extend the quality and reach of their programs and devote more time to running their businesses.
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 to 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
info@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.