SideChannel cuts authorized common shares to 13.1M
SideChannel, Inc. amended its certificate of incorporation on October 1, 2026, reducing authorized common stock from 681,000,000 shares to 13,100,000 shares and authorized preferred stock from 10,000,000 shares to 1,000,000 shares.
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Rhea-AI Filing Summary
SideChannel, Inc. amended its certificate of incorporation on October 1, 2026, reducing authorized common stock from 681,000,000 shares to 13,100,000 shares and authorized preferred stock from 10,000,000 shares to 1,000,000 shares.
8-K Event Classification
Key Figures
Key Terms
authorized for issuance financial
certificate of amendment regulatory
certificate of incorporation regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 1, 2026, SideChannel, Inc. (the “Company”) filed a certificate of amendment (the “Amendment”) to the Company’s certificate of incorporation, as amended, with the Secretary of State of the State of Delaware. The Amendment had the effect of (i) decreasing the number of shares of the Company’s common stock authorized for issuance from 681,000,000 to 13,100,000, and (ii) decreasing the number of shares of the Company’s preferred stock authorized for issuance from 10,000,000 to 1,000,000.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation. | |
| 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: October 6, 2026 | By: | /s/ Brian Haugli |
| Name: | Brian Haugli | |
| Title: | Chief Executive Officer | |