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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 28, 2023

 

 

SideChannel, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-28745   86-0837077
(State or other jurisdiction   (Commission   IRS Employer
of incorporation or organization)   File Number)   Identification No.)

 

146 Main Street, Suite 405, Worcester, MA 01608

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (508) 925-0114

 

 

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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:

 

☐ 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(g) 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   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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 5.02 Compensatory Arrangements of Certain Officers

 

On April 28, 2023 the compensation changed for Ryan Polk, our Chief Financial Officer. Mr. Polk’s annual base compensation increased from $150,000 to $175,000 with an effective date of October 1, 2022 and a retroactive adjustment to be included in his April 30, 2023 payroll.

 

The April 30, 2023 compensation change includes an increase in the annual equity incentive compensation amount from $50,000 to $150,000. Mr. Polk is eligible for his next annual equity incentive compensation grant on June 1, 2023.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Ryan Polk 2023 Compensation Change Authorization
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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.

 

Dated: May 4, 2023

 

  SIDECHANNEL, INC.
     
  By: /s/ Ryan Polk
    Ryan Polk
    Chief Financial Officer

 

 

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