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. is calling an annual stockholder meeting on February 12, 2026 to elect five Directors, approve a reverse stock split, and ratify RBSM, LLP as independent auditor for the year ending September 30, 2026.
Stockholders of record at the close of business on December 19, 2025, when 231,229,054 common shares were outstanding, are entitled to one vote per share. The Board is asking investors to authorize a reverse stock split of outstanding common stock at a ratio between 1-for-2 and 1-for-200, with the exact ratio to be set later in the Board’s sole discretion. The company states this step is intended to support a potential future uplisting from the OTCQB to NYSE American or Nasdaq by helping meet minimum bid price requirements, although there is no assurance the split will be effected or that any uplisting will occur.
The proxy also outlines the current Board and committee structure, director independence, Fiscal 2025 director fees, and executive pay, including significant use of restricted stock units that vest over time to align compensation with company performance and stockholder value.
SideChannel, Inc. is a Delaware-based cybersecurity advisory and software company focused on mid-market and emerging businesses. It provides virtual Chief Information Security Officer (vCISO) services and cybersecurity software and services, including its proprietary Enclave platform for zero trust network segmentation and machine-identity-based access control.
For the year ended September 30, 2025, research and development spending was $562 thousand and selling and marketing expenses were $966 thousand, reflecting continued investment in Enclave and client acquisition. As of September 30, 2025, the company had 23 full-time employees and approximately 15 independent contractors, and an accumulated deficit of $20.7 million. Management believes existing cash will fund operations through at least December 2026, but the company may need additional capital, which could dilute existing stockholders.
SideChannel’s common stock trades on the OTCQB, with an aggregate market value of non‑affiliate common equity of approximately $5.0 million on March 31, 2025 based on a $0.04 share price and 231,229,054 shares outstanding as of December 17, 2025. The filing highlights intense competition from larger cybersecurity vendors, dependence on consulting and vCISO services, thin trading and penny stock status, warrant anti‑dilution provisions, and previously identified internal control weaknesses as key risks.
SideChannel, Inc. is registering an additional 14,196,898 shares of common stock on Form S-8 for issuance under its Cipherloc Corporation 2021 Omnibus Equity Incentive Plan. The plan includes an automatic annual increase each January 1 through the plan’s initial ten-year term, up to 5% of shares outstanding on an as-converted basis or a smaller amount set by the board. For 2025, the board approved the full 5% increase of 14,196,898 shares, following a 2024 increase of 13,599,334 shares. These new shares are in addition to 8,000,000, 8,186,106 and 13,599,334 shares previously registered for the same plan on earlier S-8 filings.
SideChannel, Inc. announced that Board member and Chairwoman Deborah MacConnel plans to retire from the Board. She informed the company on December 9, 2025, that she will remain as a director and Chairwoman until the company’s next annual stockholders meeting, after which she will not stand for re-election.
The company states that her departure is not due to any disagreement with management, the Board, or the company on matters related to operations, policies, or practices. In recognition of her tenure and contributions, SideChannel will allow the vesting of 333,667 restricted stock units (RSUs) from an award granted on December 23, 2024, which were originally scheduled to vest on March 1, 2026. The remaining 333,667 RSUs from that award will be forfeited.
SideChannel, Inc. reported that on December 8, 2025, it appointed Anna Seacat to its board of directors. She has more than a decade of marketing and technology leadership experience across cybersecurity, enterprise software, and regulated industries, including serving as Chief Marketing Officer of DeepSeas from December 2022 to June 2025 and prior senior roles at Proxy, Ascension, and IBM. The company highlights her work launching cybersecurity offerings and an AI-based IoT platform, as well as her use of design-thinking to explain complex technologies to customers. Ms. Seacat will receive $3,750 in cash for each fiscal quarter in which she serves on the board. The company states that she has no family relationships with current directors or executives and no related party transactions requiring disclosure. On December 9, 2025, SideChannel issued a press release announcing her appointment.
SideChannel, Inc. reported that it has issued a press release with preliminary financial results for the year ended September 30, 2025. The company furnished this press release as Exhibit 99.1 to a current report, giving investors an early look at its annual performance before final audited figures are available. The information is furnished under Items 2.02 and 7.01 of the report and is not treated as filed for certain liability purposes under U.S. securities laws.
SideChannel, Inc. (SDCH) furnished a Regulation FD update announcing two commercial leadership appointments. The company named Jamie Wolf as Chief Marketing Officer to drive brand visibility, go-to-market strategy, and partner ecosystem engagement. It also appointed Rick Dill as Account Executive to focus on expanding the enterprise footprint of Enclave, SideChannel’s flagship security platform.
The disclosure was provided under Item 7.01 (Regulation FD) and includes a press release attached as Exhibit 99.1. Information provided under Item 7.01 is furnished, not filed.
SideChannel, Inc. filed a current report to share a corporate leadership update. On October 8, 2025, the company announced the appointment of Jerod Brennen as Vice President – Cybersecurity Advisor, a role focused on supporting the success of Enclave, its flagship security platform. The related press release dated October 8, 2025 is furnished as Exhibit 99.1.