8-K - SDCH - Equibles

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): September 19, 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. ☐

Item8.01 Other Events

On September 19, 2023 SideChannel, Inc. (the “Company”) extended the expiration date of the previously announced tender offer made to certain warrant holders to exchange warrants for shares of common stock from 5:00 p.m. EDT on September 19, 2023 to 5:00 p.m. EDT on November 1, 2023 (as so extended, and as may be further extended).

The Company has indicated that as of 5:00 p.m. Eastern Time on September 19, 2023, approximately 23,452,785 warrants had been validly tendered into and not validly withdrawn from the Offer, representing approximately 42.2% of the Warrants.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
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: September 20, 2023

SIDECHANNEL,<br> INC.
By:	/s/ Ryan Polk
	Ryan<br> Polk
	Chief<br> Financial Officer