SideChannel sets 1-for-52 reverse stock split
SideChannel, Inc. is implementing a 1-for-52 reverse stock split of its common stock.
Rhea-AI Filing Summary
SideChannel, Inc. is implementing a 1-for-52 reverse stock split of its common stock. At 4:00 p.m. ET on January 22, 2026, each block of 52 pre-split shares will automatically convert into one share, with any fractional share rounded up to the nearest whole share.
The reverse split will reduce the number of outstanding common shares from approximately 231.2 million to approximately 4.4 million, while leaving the authorized share count and par value unchanged. The company’s common stock, quoted on the OTCQB, is expected to begin trading on a post-split basis at market open on January 23, 2026.
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Insights
SideChannel consolidates equity 1-for-52, sharply cutting share count.
SideChannel, Inc. is executing a 1-for-52 reverse stock split, effective at 4:00 p.m. ET on January 22, 2026. Every 52 shares of common stock will be reclassified into one share, with fractional positions rounded up to the nearest whole share. After this action, outstanding common shares will decline from about 231.2 million to about 4.4 million.
The company states that the reverse split does not change the authorized number of common shares or the par value, so this is a consolidation of existing equity rather than a change in overall authorization. Economically, reverse splits are designed to adjust share price and share count without altering total market value, although actual market reaction depends on investor perception and subsequent company performance.
The filing notes that post-split trading on the OTCQB is expected to begin on January 23, 2026. Holders will see fewer shares at a proportionally higher per-share price, while any fractional shares are rounded up, slightly increasing holdings for accounts that would otherwise have fractions.
8-K Event Classification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On January 22, 2026, SideChannel, Inc. (the “Company”) issued a press release announcing its upcoming 1-for-52 reverse stock split of the Company’s common stock (the “Reverse Stock Split”). The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of 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, 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 8.01. Other Events.
The Reverse Stock Split is expected to become effective at 4:00 p.m. ET on January 22, 2026, after the close of trading on the OTCQB, such that the Company’s common stock will begin trading on a post-Reverse Stock Split basis at market open on January 23, 2026.
At 4:00 p.m. ET on January 22, 2026, each 52 shares of issued and outstanding common stock (collectively, the “Pre-Split Common Stock”) will automatically, and without any action on the part of the holder thereof, be reclassified such that each 52 shares of Pre-Split Common Stock will become one share of common stock, with any resulting fractional shares common stock being rounded up to the nearest whole share of common stock. The Reverse Stock Split will not affect the authorized number of shares of common stock or the par value of the common stock.
As a result of the Reverse Stock Split, the number of outstanding shares of common stock will be reduced from approximately 231.2 million shares to approximately 4.4 million shares. The Company’s post-Reverse Stock Split common stock CUSIP number will be 17253H209.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release of the registrant issued on January 22, 2026. | |
| 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: January 22, 2026 | By: | /s/ Brian Haugli |
| Name: | Brian Haugli | |
| Title: | Chief Executive Officer | |