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)
(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
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
