UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 23, 2026, SideChannel, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to vote on the following matter:
Proposal No. 1: To approve the amendment of the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to reduce the number of shares of common stock authorized for issuance from 681,000,000 to 13,100,000 shares and to reduce the number of shares of preferred stock authorized for issuance from 10,000,000 to 1,000,000 shares, and to approve a certificate of amendment to the Certificate of Incorporation to effectuate such reductions (“Proposal No. 1”)
As of July 24, 2026, the record date for determination of stockholders entitled to notice of, and to vote at, the Special Meeting (the “Record Date”), there were 4,572,757 shares of common stock outstanding. At the Special Meeting, holders of 2,843,743 shares of common stock were represented in person or by proxy, constituting a quorum. The final voting results with respect to Proposal No. 1 are set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 2,680,894 | 162,791 | 58 | - |
As disclosed in the Company’s proxy statement relating to the Special Meeting, Proposal No. 2 (the adjournment proposal) was submitted for the purpose of adjourning the Special Meeting if necessary to permit further solicitation of proxies in the event that there were insufficient votes to approve Proposal No. 1. Because Proposal No. 1 received sufficient votes for approval, the condition for the adjournment proposal did not occur. Therefore, Proposal No. 2 was rendered moot and was not presented for action at the Special Meeting.
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: September 25, 2026 | By: | /s/ Brian Haugli |
| Name: | Brian Haugli | |
| Title: | Chief Executive Officer | |