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): February 5, 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**, 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. ☐
Item2.02. Results of Operations and Financial Condition
On February 5, 2025, SideChannel, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2024, as reported in the 10-Q, filed February 5, 2025.
Item7.01. Regulation FD Disclosure.
A copy of a press release announcing the financial results is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this current report on Form 8-K.
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 Release issued by the registrant on February 5, 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> February 5, 2025 | By: | /s/ Brian Haugli |
| Name: | Brian<br> Haugli | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
SideChannelReports First Quarter Results
Financialresults conference call on Wednesday, February 5 @ 4:30 P.M. ET
WORCESTER,MA / ACCESSWIRE / February 5, 2025 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced its financial results for the first quarter of the fiscal year ended September 30, 2025.
FiscalYear 2025 First Quarter Highlights
| ● | Revenue<br> of $1.9 million; 9.9% greater than Fiscal Year (“FY”) 2024 first quarter revenue of $1.7 million. |
|---|---|
| ● | Gross<br> margin of 45.8%; 290 bps lower than 48.7% for FY 2024. |
| ● | Operating<br> expenses decreased $24 thousand, or 2.1%, compared to FY 2024. |
| ● | Net<br> loss of $195 thousand or $0.00 per share versus a net loss of $246 thousand or $0.00 per share in FY 2024. |
| ● | Cash,<br> cash equivalents, and short-term investments increased by $75 thousand from September 30, 2024, to an ending balance of $1.4 million<br> at December 31, 2024. |
| ● | Trailing<br> twelve-month revenue grew to $7.6 million as of December 31, 2024. |
| ● | Trailing<br> twelve-month revenue retention was 66.1% as of December 31, 2024. |
ManagementComments
Commenting on the results for the quarter ending December 31, 2024, Brian Haugli, President and Chief Executive Officer of SideChannel, said, “Our strategic objectives are first to drive Enclave adoption, second to continue landing new vCISO clients, and third to expand the placement our cybersecurity risk reduction solutions at existing clients.”
Haugli continued, “Last year, we began announcing additions to our selling and marketing team. This activity continued during the first quarter of our new fiscal year, and I anticipate more additions during the remainder of fiscal year 2025. These investments reflect our commitment to accelerating our revenue growth using our existing cash on hand as well as cash flow provided by operations.”
SideChannel will host a conference call on February 5, 2025, at 4:30 P.M. Eastern Time to discuss its first quarter results and provide an update on the Company’s initiatives.
CALLINFORMATION
| Date: | Thursday<br> February 5, 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: 542920 |
A webcast of the call will also be available: https://www.webcaster4.com/Webcast/Page/2071/51580
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 Form 10-Q for the quarter ended December 31, 2024, was filed with the Securities and Exchange Commission and is available at https://investors.sidechannel.com/sec-filings.
Financialtables follow.
SIDECHANNEL,INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2024 | 2023 | |||||
| Revenues | $ | 1,908 | $ | 1,736 | ||
| Cost of revenues | 1,034 | 891 | ||||
| Gross profit | 874 | 845 | ||||
| Operating expenses | ||||||
| General and administrative | 660 | 709 | ||||
| Selling and marketing | 267 | 269 | ||||
| Research and development | 153 | 126 | ||||
| Total operating expenses | 1,080 | 1,104 | ||||
| Operating loss | (206 | ) | (259 | ) | ||
| Other income, net | 13 | 13 | ||||
| Net loss before income tax expense | (193 | ) | (246 | ) | ||
| Income tax expense | 2 | - | ||||
| Net loss after income tax expense | $ | (195 | ) | $ | (246 | ) |
| Net loss per common share – basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted average common shares outstanding – basic and diluted | 226,021,806 | 214,578,923 |
SIDECHANNEL, INC.
CONDENSEDCONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| September 30, 2024 | |||||
|---|---|---|---|---|---|
| (Unaudited) | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 1,120 | $ | 1,045 | ||
| Short-term investments | 250 | 250 | |||
| Accounts receivable, net | 585 | 732 | |||
| Deferred costs | 105 | 150 | |||
| Prepaid expenses and other current assets | 289 | 385 | |||
| Total current assets | 2,349 | 2,562 | |||
| Fixed assets | 29 | 33 | |||
| Goodwill | 1,356 | 1,356 | |||
| Total assets | 3,734 | $ | 3,951 | ||
| LIABILITIES & STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | 590 | $ | 729 | ||
| Deferred revenue | 519 | 515 | |||
| Income taxes payable | 5 | 3 | |||
| Total current liabilities | 1,114 | 1,247 | |||
| Total liabilities | 1,114 | 1,247 | |||
| Commitments and contingencies | |||||
| Common stock, 0.001 par value, 681,000,000 shares authorized; 226,331,731 and 225,975,331 shares issued and outstanding as of December 31, 2024, and September 30, 2024, respectively. | 226 | 226 | |||
| Additional paid-in capital | 22,432 | 22,321 | |||
| Accumulated deficit | (20,038 | ) | (19,843 | ) | |
| Total stockholders’ equity | 2,620 | 2,704 | |||
| Total liabilities and stockholders’ equity | 3,734 | $ | 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.