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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): December 27, 2023
SideChannel,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-28745 |
|
86-0837077 |
(State
or other jurisdiction |
|
(Commission
|
|
(IRS
Employer |
of
incorporation or organization) |
|
File
Number) |
|
Identification
No.) |
146
Main 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
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:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
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
of each class |
|
Trading
Symbol(s) |
|
Name
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. ☐
Item
7.01. Regulation FD Disclosure.
On
December 27, 2023, SideChannel, Inc. (the “Company”) issued a press release announcing the final results of the Tender Offer
filed with the Securities and Exchange Commission on November 7, 2023.
The
information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended,
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.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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:
December 27, 2023
|
SIDECHANNEL,
INC. |
|
|
|
By: |
/s/
Brian Haugli |
|
|
Brian
Haugli |
|
|
Chief
Executive Officer |
Exhibit
99.1
SideChannel
Exchanges 2021 Warrants for Common Stock and New Warrants
WORCESTER,
MA / ACCESSWIRE / December 27, 2023 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leading provider of cybersecurity
services and technology to emerging and middle market companies, announced the successful completion of a tender offer with holders of
certain 2021 warrants.
On
November 7, 2023, SideChannel announced a tender offer to 101 investors who collectively possess 55.5 million warrants issued in 2021
with an exercise price of $0.36 and expiration dates between March 31, 2026 and April 16, 2026. The tender offer closed at 5:00 p.m.,
Eastern Time, on December 26, 2023, with 76 investors receiving, on a combined basis, approximately 7.3 million shares of common stock
and 17.4 million new warrants in exchange for tendering 43.5 million 2021 warrants (78.4% of the total 2021 warrants).
“Our
growth and industry leadership are positioning SideChannel for strategic opportunities. The 2021 warrants contain toxic terms that limit
our options and impede our ability to take advantage of these opportunities. We have alternatives for working around the roadblocks presented
by these warrants that don’t involve the warrant holders, but we chose to work with these investors on a solution and we are appreciative
of their support,” said Brian Haugli, SideChannel’s CEO. He added, “We are mindful of the patience investors have had
with our company as we work through the merger and continue advancing Enclave. Our tender offer allows these investors to get immediate
value from their 2021 warrants and increase their potential to benefit from our future successes.”
The
common stock issued through this tender offer represents approximately 3.3% of the total outstanding shares after the tender offer. The
new warrants received by investors have an $0.18 exercise price, expire on December 31, 2028, have no restrictions on a cashless exercise,
and feature an automatic conversion into common stock if the bid price exceeds $0.36 for 30 consecutive days.
About
SideChannel
SideChannel
helps emerging and mid-market companies protect their assets. Founded in 2019, the Company delivers 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 to press releases and industry updates by subscribing to the investor email newsletter
and following SideChannel on X and LinkedIn.
SideChannel
146
Main Street
Suite
405
Worcester,
MA 01608
Investor
Contact
Ryan
Polk
ir@sidechannel.com
Forward-Looking
Statements
This
press release may contain forward-looking statements, including information about management’s view of SideChannel’s future
expectations, plans and prospects, subject to the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the
“Act”). 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 within the meaning
of the Act and are subject to the safe harbor created by the Act and otherwise. Examples of 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.
Because
forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause SDCH’s
actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. These
risk factors include, but are not limited to: that we have incurred net losses since inception, our need for additional funding, the
substantial doubt about our ability to continue as a going concern, and the terms of any future funding we raise; our dependence on current
management and our ability to attract and retain qualified employees; competition for our products; our ability to develop and successfully
introduce new products, improve current products and innovate; unpredictability in our operating results; our ability to retain existing
licensees and add new licensees; our ability to manage our growth; our ability to protect our intellectual property (IP), enforce our
IP rights and defend against claims that we infringed on the IP of others; the risk associated with the concentration of our cash in
one financial institution at levels above the amount protected by FDIC insurance; and other risk factors included from time to time in
documents we file with the Securities and Exchange Commission, including, but not limited to, our Forms 10-K, 10-Q and 8-K. These reports
are available at www.sec.gov.
Other
unknown or unpredictable factors also could have material adverse effects that could cause actual results to differ materially from those
projected or represented in the forward-looking statements. Further, factors that we do not presently deem material as of the date of
this release may become material in the future. The forward-looking statements included in this press release are made only as of the
date hereof. SideChannel cannot guarantee future results, levels of activity, performance, or achievements. Accordingly, you should not
place undue reliance on these forward-looking statements. Finally, SideChannel undertakes no obligation to update these forward-looking
statements after the date of this release, except as required by law, nor any obligation to update or correct information prepared by
third parties.
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