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): May 7, 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, 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. ☐
Item2.02. Results of Operations and Financial Condition
On May 7, 2025, SideChannel, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025, as reported in the Form 10-Q, filed May 7, 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 May 7, 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> May 7, 2025 | By: | /s/ Brian Haugli |
| Name: | Brian<br> Haugli | |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
SideChannelReports Second Quarter Results
Financialresults conference call on Wednesday, May 7 @ 4:30 P.M. ET
WORCESTER,MA / ACCESSWIRE / May 7, 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 second fiscal year quarter ended March 31, 2025.
FiscalYear 2025 Second Quarter Highlights
| ● | Revenue<br> of $1.9 million; $33 thousand or 1.7% less than Fiscal Year (“FY”) 2024 second quarter revenue. |
|---|---|
| ● | Gross<br> margin of 49.7%; 470 bps higher than 45.0% for FY 2024 second quarter. |
| ● | Operating<br> expenses decreased $126 thousand, or 11.2%, compared to FY 2024 fiscal year second quarter. |
| ● | Net<br> loss of $54 thousand or $0.00 per share versus a net loss of $253 thousand or $0.00 per share in FY 2024 second quarter. |
| ● | Cash,<br> cash equivalents, and short-term investments increased by $49 thousand from September 30, 2024, to an ending balance of $1.3 million<br> at March 31, 2025. |
| ● | Trailing<br> twelve-month revenue was $7.5 million as of March 31, 2025. |
| ● | Trailing<br> twelve-month revenue retention was 62.4% as of March 31, 2025. |
Summaryof Fiscal Year 2025 Year-to-date Results (Six Months Ended March 31, 2025)
| ● | Revenue<br> of $3.7 million; $139 thousand, or 3.8%, more than FY 2024. |
|---|---|
| ● | Gross<br> margin of 47.7%; 90 bps higher than 46.8% for FY 2024. |
| ● | Operating<br> expenses decreased $150 thousand, or 6.7%, compared to FY 2024. |
| ● | Net<br> loss of $249 thousand or $0.00 per share versus a net loss of $499 thousand or $0.00 per share in FY 2024. |
ManagementComments
Commenting on the results for the quarter ending March 31, 2025, Brian Haugli, President and Chief Executive Officer of SideChannel, said, “Our second quarter results indicate we are having success with our strategic objectives to first 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, “While this quarter reflects a year-over-year decline in retained revenue from vCISO Services—primarily due to the prior loss of a small number of high-value clients—we are now well-positioned for growth. These client departures largely occurred in the second half of the prior fiscal year, and their impact has now cycled through our results. Importantly, our renewed focus and strategic investments in selling and marketing are yielding stronger engagement and a growing pipeline. We expect these efforts will drive sustainable revenue growth and further our long-term objectives.”
SideChannel will host a conference call on May 7, 2025, at 4:30 P.M. Eastern Time to discuss its second quarter results and provide an update on the Company’s initiatives.
CALLINFORMATION
| Date: | Wednesday,<br> May 7, 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: 851103 |
A webcast of the call will also be available: https://www.webcaster4.com/Webcast/Page/2071/51581
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 March 31, 2025, was filed with the Securities and Exchange Commission and is available at https://investors.sidechannel.com/sec-filings.
Financialtables follow.
SIDECHANNEL,INC.
CONDENSEDCONSOLIDATED STATEMENT OF OPERATIONS
(Inthousands, except share and per share data)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | $ | 1,894 | $ | 1,927 | $ | 3,802 | $ | 3,663 | ||||
| Cost of revenues | 953 | 1,059 | 1,987 | 1,950 | ||||||||
| Gross profit | 941 | 868 | 1,815 | 1,713 | ||||||||
| Operating expenses | ||||||||||||
| General and administrative | 655 | 849 | 1,315 | 1,558 | ||||||||
| Selling and marketing | 227 | 156 | 494 | 425 | ||||||||
| Research and development | 120 | 123 | 273 | 249 | ||||||||
| Total operating expenses | 1,002 | 1,128 | 2,082 | 2,232 | ||||||||
| Operating loss | (61 | ) | (260 | ) | (267 | ) | (519 | ) | ||||
| Other income, net | 9 | 8 | 22 | 21 | ||||||||
| Net loss before income tax expense | (52 | ) | (252 | ) | (245 | ) | (498 | ) | ||||
| Income tax expense | 2 | 1 | 4 | 1 | ||||||||
| Net loss | $ | (54 | ) | $ | (253 | ) | $ | (249 | ) | $ | (499 | ) |
| Net loss per common share – basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted average common shares outstanding – basic and diluted | 227,909,648 | 222,773,052 | 226,955,202 | 218,653,945 |
SIDECHANNEL,INC.
CONDENSEDCONSOLIDATED BALANCE SHEETS
(Inthousands, except share and per share data)
| September 30, 2024 | |||||
|---|---|---|---|---|---|
| (Unaudited) | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 1,244 | $ | 1,045 | ||
| Short-term investments | 100 | 250 | |||
| Accounts receivable, net | 808 | 732 | |||
| Deferred costs | 60 | 150 | |||
| Prepaid expenses and other current assets | 471 | 385 | |||
| Total current assets | 2,683 | 2,562 | |||
| Fixed assets | 25 | 33 | |||
| Goodwill | 1,356 | 1,356 | |||
| Total assets | 4,064 | $ | 3,951 | ||
| LIABILITIES & STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | 601 | $ | 729 | ||
| Deferred revenue | 852 | 515 | |||
| Income taxes payable | 2 | 3 | |||
| Total current liabilities | 1,455 | 1,247 | |||
| Total liabilities | 1,455 | 1,247 | |||
| Commitments and contingencies (Note 14) | |||||
| Common stock, 0.001 par value, 681,000,000 shares authorized; 231,229,054 and 225,975,331 shares issued and outstanding as of March 31, 2025, and September 30, 2024 | 231 | 226 | |||
| Additional paid-in capital | 22,470 | 22,321 | |||
| Accumulated deficit | (20,092 | ) | (19,843 | ) | |
| Total stockholders’ equity | 2,609 | 2,704 | |||
| Total liabilities and stockholders’ equity | 4,064 | $ | 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.