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 22, 2026
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, Suite 405, 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 22, 2026, SideChannel, Inc. (the “Company”) issued a press release announcing its upcoming 1-for-52 reverse stock split of the Company’s common stock (the “Reverse Stock Split”). The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of 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, 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.
Item8.01. Other Events.
The Reverse Stock Split is expected to become effective at 4:00 p.m. ET on January 22, 2026, after the close of trading on the OTCQB, such that the Company’s common stock will begin trading on a post-Reverse Stock Split basis at market open on January 23, 2026.
At 4:00 p.m. ET on January 22, 2026, each 52 shares of issued and outstanding common stock (collectively, the “Pre-Split Common Stock”) will automatically, and without any action on the part of the holder thereof, be reclassified such that each 52 shares of Pre-Split Common Stock will become one share of common stock, with any resulting fractional shares common stock being rounded up to the nearest whole share of common stock. The Reverse Stock Split will not affect the authorized number of shares of common stock or the par value of the common stock.
As a result of the Reverse Stock Split, the number of outstanding shares of common stock will be reduced from approximately 231.2 million shares to approximately 4.4 million shares. The Company’s post-Reverse Stock Split common stock CUSIP number will be 17253H209.
Item9.01 Financial Statements and Exhibits
(a) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of the registrant issued on January 22, 2026. |
| 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> January 22, 2026 | By: | /s/ Brian Haugli |
| Name: | Brian<br> Haugli | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
SideChannelAnnounces Reverse Stock Split
WORCESTER,MA / ACCESSWIRE / January 22, 2026 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity services and technology from emerging to enterprise companies, today announced that its Board of Directors has approved a reverse stock split of the Company’s common stock at a ratio of 1-for-52 (the “Reverse Stock Split”). The Reverse Stock Split is expected to become effective at 4:00 P.M. Eastern Time on January 22, 2026, after the close of trading on the OTCQB, and the Company’s common stock is expected to begin trading on a post-Reverse Stock Split basis on the OTCQB under the same ticker symbol “SDCH” at market open on January 23, 2026.
Brian Haugli, CEO of SideChannel, said, “This action reflects our commitment to position SideChannel for growth and to allow a broader range of institutions to invest in our common stock, potentially increasing trading volume and liquidity of our stock. We appreciate our shareholders giving us authorization to effectuate the Reverse Stock Split and our board agreeing to take this step.”
Upon effectiveness of the Reverse Stock Split, each 52 shares of SideChannel’s issued and outstanding common stock (collectively, the “Pre-Split Common Stock”) will automatically be reclassified such that each 52 shares of Pre-Split Common Stock will become one share of common stock, with any resulting fractional shares of common stock being rounded up to the nearest whole share of common stock. The Reverse Stock Split will reduce the number of issued and outstanding shares of common stock from approximately 231.2 million shares to approximately 4.4 million shares. The Reverse Stock Split will not affect the authorized number of shares of common stock or the par value of the common stock.
The Reverse Stock Split is intended to increase the per-share trading price of the Company’s common stock and improve the marketability and liquidity of the stock, although the long- and near-term effect of the Reverse Stock Split upon the market price of the common stock cannot be predicted with any certainty. The Reverse Stock Split will also apply to common stock issuable upon the exercise or conversion of outstanding equity awards and warrants with corresponding adjustments to the applicable exercise or conversion prices and number of shares, in accordance with the terms of each instrument.
Registered stockholders holding certificated shares will receive information from the Company’s transfer agent regarding the process for exchanging Pre-Split Common Stock certificates for book-entry statements or new stock certificates representing post-Reverse Stock Split shares, if applicable. Stockholders who hold their shares in “street name” through a bank, broker, or other nominee will not need to take any action in connection with the Reverse Stock Split.
For more information about SideChannel and its solutions, please visit https://sidechannel.com.
AboutSideChannel
SideChannel helps emerging to enterprise 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.