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): July 15, 2025
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 7.01. Regulation FD Disclosure.
On July 15, 2025, SideChannel, Inc. (the “Company”) issued a press release announcing the deployment of its proprietary software product, Enclave, with a municipal government in Arizona. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by the registrant on July 15, 2025. | |
| 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: July 15, 2025 | By: | /s/ Brian Haugli |
| Name: | Brian Haugli | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
SideChannel’s Enclave Zero Trust Software Selected to Modernize Cyber Defenses for Major Arizona City, Protecting Vital Infrastructure
WORCESTER, MA / ACCESS Newswire / July 15, 2025 – SideChannel, Inc. (OTCQB:SDCH) (“SideChannel”), a leader in cybersecurity software and services, today announced that a major Arizona city has selected its Enclave platform to modernize and secure its municipal networks. The rollout includes more than 1,700 Enclave agents and further exemplifies the growing momentum behind Enclave as a trusted cybersecurity solution for federal, state, and local government agencies.
Municipalities across the country remain targets for ransomware and data breaches. In recent years, cities have experienced 911 dispatch, water billing, and court system shutdowns. Police and city data has been stolen and leaked online. Contingency plans have been invoked to keep services online and to protect public health. Recovery costs for three recently reported incidents were estimated at $7 million, $8.5 million, and $19 million. The constant threat to municipal network infrastructures puts taxpayers at real risks. Enclave’s zero trust solution was purpose-built to prevent and mitigate these threats.
The Information Security Officer of the Arizona city who has recently selected Enclave stated, “Enclave represents another tool in the city’s layered approach to cybersecurity, helping us advance our technological capabilities while reducing risk across critical city services. By adding Enclave’s zero-trust microsegmentation and asset visibility to our existing controls, we can advance our zero-trust initiatives in a practical, manageable way, providing secure, policy-driven access that protects resident data and ensures essential city operations remain resilient against evolving cyber threats.”
With Enclave, the city gains deep visibility into critical systems, insulates systems from attack, and replaces outdated tools with a streamlined, modern cybersecurity solution. Enclave delivers comprehensive network security, identity management, and threat prevention through microsegmentation, asset intelligence, and integrated security controls. Its zero-trust capability enables granular policy enforcement, proactive vulnerability discovery, and hardened segmentation—all with low overhead and rapid deployment.
“This city’s leadership joins a growing number of public sector organizations turning to Enclave to strengthen their defenses. Enclave is not just security software. It’s a full modernization of how cities protect and control their most vital assets” said David Menichello, Chief Revenue Officer of SideChannel.
This deployment builds on Enclave’s momentum following its recent selection by a second branch of the U.S. Department of Defense. From military-grade networks to municipal infrastructure, Enclave is proving its value in protecting some of the most targeted and critical systems in the United States.
This engagement reflects SideChannel’s broader mission: delivering elite-level cybersecurity capabilities once reserved for large enterprises to the organizations and agencies that need them most.
To learn more about Enclave, visit www.sidechannel.com/enclave.
About SideChannel
SideChannel helps emerging and mid-market companies protect their assets. Founded in 2019, we deliver comprehensive cybersecurity plans through a series of actions branded SideChannel Complete.
SideChannel deploys a combination of skilled and experienced talent and technological tools to offer layered defense strategies supported by battle-tested processes. SideChannel also offers Enclave, a network infrastructure platform that eases the journey from zero to zero-trust. Learn more at sidechannel.com.
Investors and shareholders are encouraged to receive press releases and industry updates by subscribing to the investor email newsletter and following SideChannel on X and LinkedIn.
Investor Contact
Ryan
Polk
ir@sidechannel.com
Forward-Looking Statements
This press release may contain forward-looking statements, including information about management’s view of SideChannel’s future expectations, plans and prospects. In particular, when used in the preceding discussion, the words “believes”, “hopes”, “expects”, “intends”, “plans”, “anticipates”, “potential”, “could”, “should” or “may”, and similar conditional expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance.
Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause SideChannel’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. These risk factors include, but are not limited to: that we have incurred net losses since inception, our need for additional funding, the substantial doubt about our ability to continue as a going concern, and the terms of any future funding we raise; our dependence on current management and our ability to attract and retain qualified employees; competition for our products; our ability to develop and successfully introduce new products, improve current products and innovate; unpredictability in our operating results; our ability to retain existing licensees and add new licensees; our ability to manage our growth; our ability to protect our intellectual property (IP), enforce our IP rights and defend against claims that we infringed on the IP of others; the risk associated with the concentration of our cash in one financial institution at levels above the amount protected by FDIC insurance; and other risk factors included from time to time in documents we file with the Securities and Exchange Commission, including, but not limited to, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These reports are available at www.sec.gov.
Other unknown or unpredictable factors also could have material adverse effects that could cause actual results to differ materially from those projected or represented in the forward-looking statements. Further, factors that we do not presently deem material as of the date of this release may become material in the future. The forward-looking statements included in this press release are made only as of the date hereof. SideChannel cannot guarantee future results, levels of activity, performance, or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, SideChannel undertakes no obligation to update these forward-looking statements after the date of this release, except as required by law, nor any obligation to update or correct information prepared by third parties.