SideChannel, Inc. (SDCH) filings document the public-company record of an OTCQB cybersecurity services and technology provider. Form 8-K reports cover operating and financial results, Regulation FD releases on Enclave platform capabilities and AI-supported operations, amendments to corporate charter documents, and capital-structure actions including a 1-for-52 reverse stock split.
Proxy and governance filings describe stockholder voting matters, board elections, director appointments and departures, independent auditor ratification, compensation arrangements and related governance disclosures. The filing record also documents common-stock structure, fiscal-year reporting periods, material-event exhibits and recurring disclosures tied to SideChannel’s vCISO services, SideChannel Complete cybersecurity planning and Enclave platform business.
SideChannel, Inc. stockholders approved a certificate amendment to reduce authorized common shares from 681,000,000 to 13,100,000 and authorized preferred shares from 10,000,000 to 1,000,000. The proposal received 2,680,894 votes for, 162,791 against and 58 abstentions. Because it received sufficient votes for approval, the conditional adjournment proposal was not presented for action.
SideChannel, Inc. is calling a special stockholder meeting on September 23, 2026 to seek approval of a major reduction in authorized share capital. The proposal would amend the certificate of incorporation to cut authorized common stock from 681,000,000 to 13,100,000 shares and preferred stock from 10,000,000 to 1,000,000 shares, for a total of 14,100,000 authorized shares. As of the July 24, 2026 record date, 4,572,757 common shares were outstanding, which will not change if the amendment is filed. The board cites better alignment with capital needs, lower potential dilution, and significantly reduced Delaware franchise taxes as reasons for the change, noting 2025 taxes of $4,450 and estimated taxes of about $200,000 per year for 2026 and 2027 without the amendment versus approximately $100,000 for 2026 and $4,000 for 2027 if implemented. A second proposal would allow adjournment of the meeting, if necessary, to solicit additional proxies to approve the share reduction.
SideChannel, Inc. reported for the quarter and nine months ended June 30, 2026. Revenue was $1.8 million for the quarter, essentially flat year over year, and $5.1 million for the nine months, down 7.7% from 2025. vCISO Services declined while Cybersecurity Software and Services grew.
Gross margin improved to 54.9% for the quarter and 53.2% for the nine months, reflecting a higher contribution from the Enclave platform and better utilization of service staff. The company posted a quarterly net loss of $134 thousand and a nine‑month net loss of $974 thousand, larger than the prior‑year losses, and used $839 thousand in operating cash.
Cash and cash equivalents were $326 thousand and working capital was $15 thousand at June 30, 2026, with no debt outstanding. Management disclosed that recurring losses, limited liquidity and forecasted cash needs raise substantial doubt about the ability to continue as a going concern without new financing or significant cost reductions. A 1‑for‑52 reverse stock split became effective in January 2026, and certain restrictive warrants expired, while previously identified material weaknesses in internal control over financial reporting remained unremediated.
SideChannel, Inc. reported that on August 2, 2026, Robert Brown resigned from its Board of Directors. The company states that his resignation was not the result of any disagreement with its operations, policies, or practices known to an executive officer. Following his departure, the Board consists of four directors, while the authorized Board size remains seven, leaving three vacancies.
SideChannel, Inc. filed a Certificate of Withdrawal with the Delaware Secretary of State on July 27, 2026, removing the previously established Series A preferred stock designation. As of that date, no shares of Series A preferred stock were outstanding, so this class of preferred stock was eliminated.
The previously designated Series A preferred shares were returned to the pool of authorized preferred stock, which may be designated and issued in new series as determined by the Board of Directors. The Certificate of Withdrawal is provided as an exhibit to the report.
SideChannel, Inc. is calling a special stockholder meeting on September 23, 2026 to vote primarily on a major reduction in its authorized capital. The board seeks approval to amend the certificate of incorporation to cut authorized common stock from 681,000,000 to 13,100,000 shares and authorized preferred stock from 10,000,000 to 1,000,000 shares. Existing outstanding shares and stockholder rights would not change.
As of the July 24, 2026 record date, 4,572,757 common shares were outstanding, with 219,962 shares reserved under the 2021 Omnibus Equity Incentive Plan, 372,222 shares issuable from RSUs, and 601,439 from warrants. The board states that the current authorization far exceeds foreseeable needs, raises dilution concerns, and significantly increases Delaware franchise tax costs. The company paid about $4,450 for 2025 and estimates roughly $200,000 annually for 2026 and 2027 without the change, versus about $100,000 for 2026 and $4,000 for 2027 if the reduction is implemented.
Stockholders will also vote on a proposal allowing adjournment of the meeting to solicit more proxies if support for the amendment is initially insufficient. Directors and officers as a group beneficially own 2,109,117 shares, or 46.1% of the common stock, and the board unanimously recommends voting “FOR” both proposals.
SideChannel, Inc. director Anna Marie Seacat received an equity grant in the form of restricted stock units. She was awarded 21,154 RSUs on June 22, 2026, as approved by the Board of Directors, at a grant value of $1.912 per unit.
The award vests over time: 7,051 RSUs are scheduled to vest on each of March 31, 2027 and March 31, 2028, and 7,052 RSUs vest on March 31, 2028. Following this grant, Seacat’s reported direct holdings from this award total 21,154 units, reflecting a routine, compensation-related acquisition rather than an open-market purchase.
SideChannel, Inc. director Anna Marie Seacat has filed a Form 3, which is an initial statement of beneficial ownership of securities. The filing does not report any stock transactions or current holdings, and serves mainly to formally register her status as a director with the SEC.
SideChannel, Inc. reported weaker results for the quarter and six months ended March 31, 2026, with revenue of $1.6M for the quarter and $3.4M year-to-date, down 16.8% and 11.9% from the prior-year periods. The company posted a quarterly net loss of $444K and a six‑month net loss of $840K, with an accumulated deficit of $21.6M.
Gross margin improved to 53.5% for the quarter and 52.3% year-to-date, helped by higher‑margin Enclave software and better utilization of service staff. However, cash and cash equivalents fell to $311K, and management disclosed that recurring losses, limited liquidity, and forecasted cash needs raise “substantial doubt” about SideChannel’s ability to continue as a going concern without new capital or major cost cuts.
During the period, the company completed a 1‑for‑52 reverse stock split, leaving 4,572,757 common shares outstanding as of March 31, 2026, and allowed certain restrictive 2021 warrants to expire, which management says provides more flexibility to pursue future financing.
SideChannel, Inc. reported weaker results for its FY 2026 second quarter ended March 31, 2026. Revenue was $1.576 million, down from $1.894 million in the prior-year quarter, while gross margin improved to 53.5% from 49.7%. Operating expenses rose to $1.291 million from $1.002 million, driving an operating loss of $448 thousand and a net loss of $444 thousand, compared with a net loss of $54 thousand a year earlier. For the first six months, revenue was $3.350 million versus $3.802 million and net loss widened to $840 thousand from $249 thousand. Cash and cash equivalents fell to $311 thousand as of March 31, 2026, from $1.065 million at September 30, 2025. Management highlighted higher marketing and partnership spending, improving trailing twelve-month revenue retention to 66.8% and supporting margin gains, and plans to grow recurring revenue from its Enclave cybersecurity platform.