SideChannel vote approves 13.1M common-share limit

The amendment received 2,680,894 votes for, 162,791 against and 58 abstentions.

Available on EDGAR 09/25/2026 - 04:36 PM EDT Accepted by SEC EDGAR 09/25/2026 - 04:30 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Authorized common shares: 681,000,000 before; 13,100,000 after Authorized preferred shares: 10,000,000 before; 1,000,000 after Votes for Proposal No. 1: 2,680,894 votes +4 more

7 metrics

Authorized common shares 681,000,000 before; 13,100,000 after Amounts in the approved certificate amendment

Authorized preferred shares 10,000,000 before; 1,000,000 after Amounts in the approved certificate amendment

Votes for Proposal No. 1 2,680,894 votes Special meeting

Votes against Proposal No. 1 162,791 votes Special meeting

Abstentions on Proposal No. 1 58 votes Special meeting

Common shares outstanding 4,572,757 shares As of July 24, 2026, the record date

Common shares represented 2,843,743 shares At the September 23, 2026 special meeting; constituted a quorum

Key Terms

certificate of incorporation, record date, quorum, adjournment proposal

4 terms

certificate of incorporation regulatory

"amendment of the Company’s certificate of incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

record date regulatory

"July 24, 2026, the record date for determination"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

quorum regulatory

"constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

adjournment proposal regulatory

"Proposal No. 2 (the adjournment proposal)"

An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SDCH stockholders approve?

SDCH stockholders approved reducing authorized common shares from 681,000,000 to 13,100,000 and authorized preferred shares from 10,000,000 to 1,000,000. The vote was 2,680,894 for, 162,791 against and 58 abstentions.

How many SDCH common shares were outstanding on the record date?

There were 4,572,757 shares of common stock outstanding as of July 24, 2026, the record date for stockholders entitled to notice of and to vote at the September 23, 2026 special meeting.

What was SDCH's adjournment proposal for?

The proposal would have allowed the special meeting to be adjourned if necessary to permit further proxy solicitation if there were insufficient votes to approve the share-authorization amendment. Because the amendment received sufficient votes, the adjournment proposal was not presented for action.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 23, 2026

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 5.07. Submission of Matters to a Vote of Security Holders.

On September 23, 2026, SideChannel, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to vote on the following matter:

Proposal No. 1: To approve the amendment of the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to reduce the number of shares of common stock authorized for issuance from 681,000,000 to 13,100,000 shares and to reduce the number of shares of preferred stock authorized for issuance from 10,000,000 to 1,000,000 shares, and to approve a certificate of amendment to the Certificate of Incorporation to effectuate such reductions (“Proposal No. 1”)

As of July 24, 2026, the record date for determination of stockholders entitled to notice of, and to vote at, the Special Meeting (the “Record Date”), there were 4,572,757 shares of common stock outstanding. At the Special Meeting, holders of 2,843,743 shares of common stock were represented in person or by proxy, constituting a quorum. The final voting results with respect to Proposal No. 1 are set forth below:

For		Against		Abstain		Broker Non-Votes
2,680,894		162,791		58		-

As disclosed in the Company’s proxy statement relating to the Special Meeting, Proposal No. 2 (the adjournment proposal) was submitted for the purpose of adjourning the Special Meeting if necessary to permit further solicitation of proxies in the event that there were insufficient votes to approve Proposal No. 1. Because Proposal No. 1 received sufficient votes for approval, the condition for the adjournment proposal did not occur. Therefore, Proposal No. 2 was rendered moot and was not presented for action at the Special Meeting.

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: September 25, 2026	By:	/s/ Brian Haugli
	Name:	Brian Haugli
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB