SideChannel Inc (SDCH)

[22rover]

Good for you, vCiso. I think you'll be rewarded handsomely.

[vCISO]

Not only would I not sell, I have been an active buyer.

[candyldy]

I have been investing since 2000, finally seeing light at the end of the tunnel. There is no way I would sell now

[candyldy]

Conference call/earnings call on Tuesday may 7. Changed from may 8. 430 est. Should be good

[22rover]

Some of these sellers have been in this name for a long time and with a cost basis over a buck, they just want out. They don't care that the stock trades 1x revenues. They don't care about increasing margins or new products / services. Fewer and fewer of these type of sellers remain.

[vCISO]

22over....I totally agree. On the same note, I just can't comprehend why anyone would sell at this point.

[22rover]

Don't fret.

200,000 shares traded below .04cents.

$8K.

Chumpechange.

100,000 shares traded around .05cents.

You can move this stock 25% with about $10k

Yes, it's ridiculous.

Earning report imminent.

The Board and C-Suite are far too experienced to be satisfied with a $8M market cap company.

Things will change.

[vCISO]

Wtf

[candyldy]

New youtube is out. Cisolife!!

[vCISO]

https://www.sec.gov/ix?doc=/Archives/edgar/data/1022505/000149315224014645/form8-k.htm

[22rover]

To some, this might seem like an insignificant filing—no big deal, right? But…

Under what circumstances might stock be preferred to cash?

Any guesses?

Well, it appears the Board considers company stock to be more valuable than cash, at least in the long run.

Thee Board understands.

Earnings / CC in about a month. Should be interesting.

[22rover]

8-K released ‘tis afternoon (4/15)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 9, 2024, by unanimous vote of the Board of Directors (the “Board”) of SideChannel, Inc. (the “Company”) passed the following resolutions:

1. The Board has determined to eliminate two of the Committees of the Board of Directors including:

The Compensation Committee comprised of the following directors: Robert Brown, Deborah MacConnel, and Kevin Powers

The Nomination and Corporate Governance Committee comprised of the following directors: James Hansen, Brian Haugli, Deborah MacConnel, Kevin Powers, and Hugh Regan, Jr.

2. The Board has determined to eliminate all cash compensation paid to its directors.

3. The Board has determined to eliminate all stock compensation paid to its directors. No agreements have been entered for this arrangement but are forthcoming.

4. The Board has determined to implement an equity incentive plan for its directors.

5. The Board has determined to compensate Director Hugh Regan, Jr. at a rate of $7,500 per quarter for services provided as chair of the Audit Committee. No agreements have been entered for this arrangement, but are forthcoming.

[vCISO]

As always Brian, we appreciate your transparency on this board.

[BrianHaugli]

Thoughts on the new monthly investor newsletter?

Didn't get it? Read the blog version and sign up at the link to receive this monthly as an email. It will include a note from myself and our CFO, Ryan along with upcoming events, industry news, and other info. We anticipate this sending out ever month around the end of each month.

https://sidechannel.com/investor-newsletter/sidechannel-sdch-march-2024-investor-newsletter/

[22rover]

Always good to see…

$SDCH new insider buying: 52500 shares. http://insiderbuyingselling.com/?t=SDCH

Stock recently moved ahead of the 200-day moving average. Locating stock — at these levels — is not easy.

[vCISO]

https://www.cnn.com/2024/03/19/politics/cyberattacks-water-systems-us/index.html?soc_src=aolapp


Brian, are we bidding on these government contracts??

[vCISO]

Nice to know our CEO is buying stock. But holy ship he owns a ton of stock.

[vCISO]

I just bought 100000 shares last week.

Im a believer.

#SideChannel

[BrianHaugli]

So you hear it from me first ;) SideChannel CEO buys $3,675 in company stock

https://www.investing.com/news/stock-market-news/sidechannel-ceo-buys-3675-in-company-stock-93CH-3342756

[vCISO]

https://www.linkedin.com/posts/sidechannelsecurity_enclave-from-sidechannel-vpn-replacement-activity-7174826417841426432-68Fl?utm_source=share&utm_medium=member_ios


Our CTO

[Stock_Barber]

Sorry, but pump and dumpers of complete CRAP like yourself... do not deserve to be be taken seriously IN ANY REGARD!

That said... I have no issues with SideChannel.

🤡

[Mojocash]

Give me a break! You tried to deny many from monstereous profits .002. To .10. Relentlessly. Do you have issues with this ticker now?

[Stock_Barber]

I have never criticized the company since Brian took over, have I?

I genuinely hope you are able to recover some of what the previous 2 management teams did to your investment!

[Stock_Barber]

And where is BANT now? A couple more reverse splits and back down to under 2 cents!

OBVIOUSLY I was right that it was a POS!

All those poor bagholders...

☠️

[vCISO]

I bought a huge load at the bottom. Contrary to some advice that was given. I'm happy as hell and here for the long haul. With these purchases, I am finally averaged at a very nice number.

I have a feeling several others have followed me.

#mdlgwasacon
#brianismyhero
#legit

[Mojocash]

No, just noticing a pattern with you. You bashed b*ant from .002 to .10. Learn to zip it. 🤫

[Stock_Barber]

So you bought at the bottom and sold already at the high, eh?

Sure...

🤡

[Mojocash]

They always are. You miss enormous gains.

[Stock_Barber]

My post was stupid?

Are you defending MDLG?

FACT: I was 100% correct about him from the get-go!

[Mojocash]

It's up 300% from your stupid post!!!

[candyldy]

I did see an ad for sidechannel when I was playing games on my phone

[vCISO]

So, I spent 17 hours in the car yesterday traveling home from Florida. I listened to XM Radio all the way. I listened to commercials the whole way. Some were repetitive, but they definitely made me think. Should SideChannel explore the idea of advertising like this? Would it be an easy way to expand, or would it be too much trouble? I was just wondering.

[vCISO]

https://www.linkedin.com/posts/dmitriy-sokolovskiy_ww3-standwithukraine-standwithisrael-activity-7167529181541560320-1fFF?utm_source=share&utm_medium=member_android

[22rover]

I noticed that as well. As I posted previously, there seems to be little inventory at these levels. Ipso facto, buyers will likely need to pay up. Have a nice weekend.

[vCISO]

And then just like that....

[vCISO]

No volume 3 days in a row. Sad

[22rover]

“Well, I guess if a person never quit when the going got tough, they wouldn't have anything to regret for the rest of their life. But good luck to you Peter. I'm sure this decision won't haunt you forever."

- Lance Armstrong.

[BrianHaugli]

Bold indeed.

Bold Strategies Cotton GIFfrom Bold Strategies GIFs

[vCISO]

Strong Statement

[22rover]

The following should be highlighted, in bold, italicized and underlined:

“We are poised for unprecedented growth and innovation, driven by our strengthened leadership team.”

[vCISO]

SideChannel Announces New Board of Directors Appointments and Re-Election of Chairwoman



Worcester, MA – February 21, 2024 – SideChannel, Inc. (OTCQB:SDCH) (“SideChannel” or the “Company”), a leading provider of cybersecurity services and technology to emerging and middle market companies, is delighted to announce the appointment of two esteemed professionals, General (Retired) Robert Brown, and Mr. James Hansen, to its Board of Directors. The Company also announces the addition of Mr. Nick Hnatiw, the company’s Chief Technology Officer, to the Board, and the re-election of Deborah MacConnel as Chairwoman of the Board. These strategic appointments and re-election underscore SideChannel’s dedication to leadership excellence and innovation in addressing cybersecurity challenges.



General (Retired) Robert Brown brings a wealth of leadership and national security experience to the board. His distinguished military career, culminating as a four-star general and his final command of the United States Army Pacific, highlights his exemplary commitment to service and strategic acumen. General Brown’s involvement with the Association of the United States Army (AUSA) as Chief Executive Officer and his recent appointment as the Chairman of the Armed Services YMCA (ASYMCA) Board further highlight his dedication to supporting military communities and enhancing national security.



Mr. James Hansen joins the board with an impressive background in the cybersecurity sector. His recent role as CEO of a leading cybersecurity software company, coupled with his tenure as President and COO at Swimlane and COFENSE, underscores his deep understanding of the cybersecurity challenges facing organizations today. Mr. Hansen’s experience as a co-founder and COO of Mandiant (now part of Google “GOOG”) demonstrates his expertise in managing high-stakes cyber incidents and his commitment to advancing cybersecurity resilience.



Mr. Nick Hnatiw, who has served as SideChannel’s Chief Technology Officer since November 2020, joins the Board with over 15 years of experience in creating cutting-edge software technologies. His leadership in developing security solutions and his prior roles supporting U.S. Cyber Command and Intelligence Agencies solidify his expertise in cybersecurity and technology innovation.



Deborah MacConnel has been re-elected as Chairwoman of the Board, continuing her leadership role in steering the strategic direction of SideChannel. Her re-election reflects the board’s confidence in her leadership and her significant contributions to the company’s success.



Brian Haugli, CEO of SideChannel, shared his enthusiasm about these developments: “The addition of General Brown, Mr. Hansen, and Mr. Hnatiw to our Board, alongside the re-election of Deborah MacConnel as Chairwoman, marks a significant milestone for SideChannel. General Brown’s strategic insights, Mr. Hansen’s cybersecurity acumen, and Mr. Hnatiw’s technological expertise, under the continued guidance of Chairwoman MacConnel, will be invaluable as we navigate the evolving cybersecurity landscape. We are poised for unprecedented growth and innovation, driven by our strengthened leadership team.”



The appointments and re-election are effective immediately, with the new board members actively contributing to SideChannel’s mission of providing advanced cybersecurity solutions to protect against emerging threats.



For more information about SideChannel and its solutions, please visit https://sidechannel.com.

[vCISO]

A seriously heavy duty Board of Directors.

Nice job Brian

[vCISO]

Form 8-K - Current report
Source: Edgar (US Regulatory)





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): February 15, 2024







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)



[phone]

(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
Common Stock, par value $0.001 per share SDCH OTC Markets Group (OTCQB)


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 February 15, 2024, SideChannel, Inc. (the “Company”) held its 2024 virtual annual meeting of stockholders (the “Annual Meeting”) to vote on the following matters:



1.


To elect to one-year terms as Directors of the Company the nominees listed in the Company’s Proxy Statement dated January 5, 2024.



2.
To ratify the Audit Committee’s selection of RBSM, LLP as the Independent Registered Accounting Firm of the Company for the year ended September 30, 2024.



3.
To approve a nonbinding advisory vote on the frequency of future nonbinding advisory votes on the Company’s executive compensation program.



At the Annual Meeting, there were present in person or by proxy 172,901,179 shares of the Company’s common stock, representing more than 80.75% of the total outstanding eligible votes. The final voting results for each proposal are as follows:



1. Election of Directors:



Each of the following seven nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and have qualified.



Nominee For Against Abstain
Broker

Non-Votes

Robert Brown 127,848,287 0 3,138,401 41,914,491
James Hansen 127,800,318 0 3,186,370 41,914,491
Brian Haugli 128,033,041 0 2,953,647 41,914,491
Nick Hnatiw 127,850,266 0 3,136,422 41,914,491
Deborah MacConnel 128,629,884 0 2,356,804 41,914,491
Kevin Powers 128,744,584 0 2,242,104 41,914,491
Hugh Regan, Jr. 128,794,584 0 2,192,104 41,914,491


On the basis of this vote, each of the seven nominees was elected to a one-year term as a Director of the Company.







2. Ratification of the Company’s Independent Auditors:



Stockholders ratified the appointment of RBSM, LLP as the independent auditors of the Company for the fiscal year ending September 30, 2024, in accordance with the voting results listed below.



For Against Abstain Broker Non-Votes
169,430,438 1,490,211 1,980,530 41,914,491


169,430,438 of the shares voting at this meeting in person or by proxy voted in favor. On the basis of this vote, the Audit Committee’s selection of RBSM, LLP as the Independent Registered Public Accounting Firm of the Company for the year ending September 30, 2024, was ratified.



3. To approve a nonbinding advisory vote on the frequency of future nonbinding advisory votes on the Company’s executive compensation program:



For Against Abstain Broker Non-Votes
126,721,199 3,084,129 1,181,360 41,914,491


126,721,199 of the shares voting at this meeting in person or by proxy voted in favor. On the basis of this vote, the nonbinding advisory vote to approve a nonbinding advisory vote on the Company’s executive compensation program received a plurality of the votes and was approved.



Item 9.01 Financial Statements and Exhibits



(a) Exhibits.



Exhibit No. Description
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: February 20, 2024 By: /s/ Brian Haugli
Name: Brian Haugli
Title: Chief Executive Officer



Cover
Feb. 15, 2024
Cover [Abstract]
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 15, 2024
Entity File Number 000-28745
Entity Registrant Name SideChannel, Inc.
Entity Central Index Key 0001022505
Entity Tax Identification Number 86-0837077
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 146 Main Street
Entity Address, Address Line Two Suite 405
Entity Address, City or Town Worcester
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01608
City Area Code (508)
Local Phone Number 925-0114
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol SDCH
Entity Emerging Growth Company false

[22rover]

251 shares (a whopping $10) changed hands. Someone was clearly a bit nervous. ;)

When volume arrives—and it will eventually—things might get interesting.

In the meantime, sit back and let this management team continue to execute.

After all, they are doing everything right, including cutting costs and increasing the top line, which is reflected in expanded margin growth. Plus, with ~ $1M in the back, there's no sign of dilution.

Patience, in my opinion, will be rewarded.

[BrianHaugli]

Yes, today we welcome 3 new board members and re-elected Debbie as Chairwoman.

https://investors.sidechannel.com/board-of-directors

Our Bylaws call for the slate of Directors to be put forward for each year. As such, we reestablish each committee membership, committee chair, and Chair of the Board after the new Board is in place.

[22rover]

That’s a great reminder. Today’s annual meeting will include a welcoming of three new board members. I forget, are they voting for a new Chairman too or is that position status quo?

[candyldy]

Does anyone know how to listen in on the meeting tomorrow?

[22rover]

Looked over the 10-Q but haven't listened to the call yet. Revenue jumped a little, which was good, though not surprising to see, given the recent trajectory.

With the pivot towards belt-tightening vis a vis sales force cuts, a sprint towards break-even this year is definitely in the cards. I'm wondering if they might be able to rollout Enclave (post-beta) to enterprise customers? Anyone have thoughts on that possibility?

On the stock side, there are simply no sellers under .18 cents imo. DD on your own, of course.

[candyldy]

If you were listening on speaker, you had to pick up headset/turn off speaker to chime in. They said that

[candyldy]

Great call. Good results for the quarter very positive for the future