8-K
SideChannel, Inc. (SDCH)
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): June 26, 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
SideChannel, Inc. (the “Company”) has appointed Computershare Trust Company, N.A. (“Computershare”) as its transfer agent and stockholder support provider, effective June 26, 2023. All of the Company’s directly held shares of common stock were transferred from Pacific Stock Transfer to Computershare’s platform. A form of the Company’s letter that will be sent to its stockholders is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 8.01, including Exhibit 99.1, is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
Item9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Form of Stockholder Letter Regarding Transfer Agent Change on June 26, 2023 |
| 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: June 27, 2023
| SIDECHANNEL,<br> INC. | |
|---|---|
| By: | /s/ Ryan Polk |
| Ryan<br> Polk | |
| Chief<br> Financial Officer |
Exhibit99.1
Dear Stockholder:
We are pleased to announce that Computershare Trust Company, N.A. (“Computershare”) has been appointed as the stock transfer agent and registrar for SideChannel, Inc. (SDCH), effective June 26, 2023. Please review the information that follows with regard to providing or updating your information with Computershare as this change takes effect.
AccessingYour Shares
If you already have an existing Computershare account under the same name and Tax ID as shown on the enclosed statement, your SideChannel,Inc. shares will be automatically added to your account on Investor Center, Computershare’s online and mobile portal to your stock portfolio.
On the other hand, if you do not have a Computershare account, simply register your account today at the website, located at www-us.computershare.com/investor. You will need to use your ‘Account Number’, which can be found on the enclosed statement.
Managing your stock ownership is easy and efficient with Computershare’s Investor Center, where you can view account details, update account information, enroll in direct deposit, perform transactions, and opt-in to receive electronic communications and SMS text messaging. For security purposes, stockholders that are businesses, fiduciary entities, or trusts will be limited to view-only access.
NeedHelp?
Howto Videos: www-us.computershare.com/Investor/#Help/FAQ
FAQs: www-us.computershare.com/Investor/#Help/HowToVideos
TaxCertification
If your account is not tax certified, enclosed you will find a W-9 or W-8 BEN tax form. Please complete the form and return it to Computershare in the envelope provided. Please note that if you are a foreign stockholder, you will be required to recertify your tax identification number (TIN) using the W-8 BEN tax form. A quick and easy way to certify your TIN is to visit www-us.computershare.com/investor.
| (508)<br> 925-0114 | 146<br> Main St, Suite 405, Worcester, MA 01608 | www.sidechannel.com |
|---|
OutstandingChecks
We encourage you to cash any outstanding checks that you have in your possession by July 26, 2023. After this date you will not be able to cash any checks previously issued by the previous agent and will need to contact Computershare for replacement after July26, 2023.
ContactingComputershare
Please direct your inquiries and transaction requests to Computershare using the options below:
| Website: | www.computershare.com/us | |
|---|---|---|
| Telephone<br> inquiries: | 1-888-888-8888,<br> option 1 (U.S.) | |
| 1-888-888-8888,<br> option 1 (non-U.S.) | ||
| E-mail<br> inquiries: | web.queries@computershare.com | |
| Broker<br> inquiries: | 1-866-690-8162,<br> option 1 (U.S.) | |
| 1-781-575-4019,<br> option 1 (non-U.S.) | ||
| Written<br> requests: | By<br> Mail: | By<br> Overnight Delivery: |
| --- | --- | --- |
| Computershare | Computershare | |
| P.O.<br> Box 43006 | 150<br> Royall St., Suite 101 | |
| Providence<br> RI 02940-3006 | Canton<br> MA 02021 | |
| Sincerely, | ||
| --- | ||
| Ryan Polk | ||
| Chief Financial Officer, SideChannel, Inc. | ||
| (508)<br> 925-0114 | 146<br> Main St, Suite 405, Worcester, MA 01608 | www.sidechannel.com |
| --- | --- | --- |