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): April9, 2024
SideChannel,
Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28745 | 86-0837077 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of 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 |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | SDCH | OTC<br> Markets Group (OTCQB) |
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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On April 9, 2024, by unanimous vote of the Board of Directors (the “Board”) of SideChannel, Inc. (the “Company”) passed the following resolutions:
| 1. | The<br> Board has determined to eliminate two of<br> the Committees of the Board of Directors including: |
|---|---|
| The Compensation Committee comprised of the following directors: Robert Brown,<br> Deborah MacConnel, and<br> Kevin Powers | |
| The Nomination and Corporate Governance Committee comprised of the following directors: James<br> Hansen, Brian Haugli, Deborah MacConnel, Kevin<br> Powers, and Hugh Regan, Jr. | |
| 2. | The<br> Board has determined to eliminate all cash compensation paid to its directors. |
| 3. | The<br> Board has determined to eliminate all stock compensation paid to its directors. No agreements have been entered for this arrangement<br> but are forthcoming. |
| 4. | The<br> Board has determined to implement an equity incentive plan for its directors. |
| 5. | The<br> Board has determined to compensate Director<br> Hugh Regan, Jr. at a rate of $7,500 per quarter for services provided as chair of the Audit Committee.<br> No agreements have been entered for this arrangement,<br> but are forthcoming. |
Item9.01 Financial Statements and Exhibits
(a) Exhibits.
| Exhibit No. | Description |
|---|---|
| 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> April 15, 2024 | By: | /s/ Brian Haugli |
| Name: | Brian<br> Haugli | |
| Title: | Chief<br> Executive Officer |