Form 8-K - Current report

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, 2024

SideChannel, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-28745		86-0837077
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

146 Main 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 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(b) 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

OTC 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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 19, 2024, SideChannel, Inc. (the “Company”), received a letter of resignation (the “Resignation Letter”) from its Director, Kevin Powers.

Mr. Power’s resignation is effective as of the date of the filing of the next quarterly report, for the period ended March 31, 2024, which was May 7, 2024. On May 6, 2024, the resignation was announced to the Board of Directors during a scheduled Board of Directors meeting and was not a result of any disagreement on any matter relating to the Company’s operations, policies, or practices.

A copy of the Resignation Letter is filed herewith as Exhibit 17.1 and the description of the Resignation Letter contained herein is qualified in its entirety by reference to the full text of the Resignation Letter which is incorporated by reference into this Item 5.02. In accordance with the requirements of Item 5.02(a) of Form 8-K, the Company has provided Mr. Powers with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits.

Exhibit No.		Description

17.1		Resignation Letter of Kevin Powers, dated April 19, 2024.
104		Cover 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: May 7, 2024	By:	/s/ Brian Haugli
	Name:	Brian Haugli
	Title:	Chief Executive Officer

Exhibit 17.1

Hi Debbie and Brian:

As we discussed in separate conversations, I will be resigning from the Board of Directors of SideChannel. My resignation is not based on any disagreement (or any issue for that matter) with the Management team and/or the Board of Directors. Rather, I have varying opportunities that I want to pursue for which I could not if I remained on the Board of Directors.

As discussed and agreed upon with Brian, my resignation will be effective after our next quarterly report filing with the SEC.

Thanks again for the opportunity to serve on the Board of SideChannel and work with such a great team!

Best,

Kevin

Kevin R. Powers, J.D.

Founder and Director, MS in Cybersecurity Policy & Governance Programs, Boston College

Assistant Professor of the Practice, Boston College Law School

Assistant Professor of the Practice, Business Law & Society Dept., Carroll School of Management

Cover	May 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 2024
Entity File Number	000-28745
Entity Registrant Name	SideChannel, Inc.
Entity Central Index Key	0001022505
Entity Tax Identification Number	86-0837077
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	146 Main Street
Entity Address, Address Line Two	Suite 405
Entity Address, City or Town	Worcester
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01608
City Area Code	(508)
Local Phone Number	925-0114
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SDCH
Entity Emerging Growth Company	false