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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): July 25, 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 |
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. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
July 25, 2024, SideChannel, Inc. (the “Company”) appointed Matt Klein as the Company’s Chief Operating Officer.
Mr. Klein, age 52, joined the Company in 2022 as a Principal Consultant. Prior to joining SideChannel, Mr. Klein was a Field Chief Information
Security Officer at Coalfire from 2020 to 2022 and a Senior Manager at Optiv from 2018 to 2020.
The
Company does not deem Mr. Klein to be an “executive officer,” as such term is defined in Rule 3b-7, promulgated under the
Securities Exchange Act of 1934, as amended.
Item
7.01. Regulation FD Disclosure.
On
July 25, 2024, the Company issued a press release
announcing Mr. Klein’s appointment, as well as the hiring of David Barton as the Company’s new Vice President of
Product. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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
(a)
Exhibits.
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:
July 25, 2024 |
By:
|
/s/
Brian Haugli |
|
Name:
|
Brian
Haugli |
|
Title:
|
Chief
Executive Officer |
Exhibit
99.1
FOR
IMMEDIATE RELEASE
SideChannel
Strengthens Leadership Team with Key Promotions and New Hires
WORCESTER,
MA / ACCESSWIRE / July 25, 2024 / SideChannel, Inc. (OTCQB:SDCH) (“SideChannel” or the “Company”),
a leading provider of cybersecurity services and technology to emerging and middle market companies, today announced the promotion
of Matt Klein to Chief Operating Officer (COO) and the addition of David Barton as the Company’s new Vice President of Product.
These strategic moves are aimed at bolstering the Company’s growth and success by further strengthening its leadership team.
Matt
Klein Promoted to COO
In
his new role as COO, Mr. Klein will be responsible for growing SideChannel’s delivery and services team, ensuring the Company
continues to meet the increasing demand for its comprehensive cybersecurity solutions. Reporting directly to SideChannel’s
CEO Brian Haugli, Mr. Klein’s leadership will be crucial in driving operational excellence and enhancing client satisfaction.
David
Barton Joins as VP of Product
In
addition, SideChannel is pleased to welcome Mr.
Barton as the Company’s new Vice President of Product, also reporting to Mr. Haugli. Mr. Barton will focus
on driving sales of SideChannel’s Enclave solution, a zero-trust network microsegmentation software product. His expertise in product
management and sales will be pivotal in expanding the market presence of Enclave and advancing SideChannel’s position as a leader
in the cybersecurity industry.
Mr.
Haugli expressed his enthusiasm for the new appointments,
stating, “We are thrilled to promote Matt Klein to COO and welcome David Barton to our team. Matt has been an invaluable asset
to SideChannel, and his promotion is a testament to his dedication and exceptional leadership. We are equally excited to have David onboard.
His extensive experience and vision for product growth will be instrumental as we continue to innovate and deliver top-tier cybersecurity
solutions to our clients.”
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 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
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. 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. 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 SideChannel’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 Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on
Form 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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