{"url_path":"/sec/sdch/8-k/2026-01-16/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-16","source_url":"https://www.sec.gov/Archives/edgar/data/1022505/0001493152-26-002560-index.html","accession_number":"0001493152-26-002560","cik":"0001022505","ticker":"SDCH","issuer_name":"SideChannel, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1022505/0001493152-26-002560-index.html","primary_entity_key":"0001022505","primary_entity_name":"SideChannel, Inc."},"word_count":498,"has_tables":true,"body_markdown":"**Item\n5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nAs\npreviously reported, on February 12, 2025 at the annual meeting of stockholders, the stockholders of SideChannel, Inc. (the “Company”)\napproved and adopted an amendment to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”),\nto effectuate a reverse stock split of the Company’s outstanding shares of common stock, at a ratio of no less than 1-for-2 and\nno more than 1-for-200, with such ratio to be determined by the Company’s board of directors (the “Board”) in its sole\ndiscretion. On August 21, 2025, the Board approved a reverse stock split at a ratio of 1-for-52 (the “Reverse Split”). On\nJanuary 12, 2026, the Company filed a certificate of amendment to its Certificate of Incorporation (the “Certificate of Amendment”)\nwith the Secretary of State of the State of Delaware to effectuate the Reverse Split. The Certificate of Amendment will be effective\nfor state law purposes at 4:00 p.m. ET on January 22, 2026, after the close of trading on the OTCQB, such that the Company’s common\nstock is expected to begin trading on a post-Reverse Split basis at market open on January 23, 2026.\n\n \n\nThe\nforegoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to\nthe full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference\nherein.\n\n \n\nOn\nJanuary 16, 2026, the Company filed a certificate of correction to the Certificate of Amendment (the “Certificate of Correction”)\nto correct a scrivener’s error in the Certificate of Amendment. The Certificate of Amendment indicated that any fractional shares\nresulting from the Reverse Split would be rounded “to the nearest whole share” of common stock, rather than providing that\nany fractional shares would be rounded “up to the nearest whole share” of common stock, as the Company intended.\n\n \n\nAccordingly,\nat 4:00 p.m. ET on January 22, 2026, after the close of trading on the OTCQB, each 52 shares of issued and outstanding common stock (collectively,\nthe “Pre-Split Common Stock”) will automatically, and without any action on the part of the holder thereof, be reclassified\nsuch that each 52 shares of Pre-Split Common Stock will become one share of common stock, with any resulting fractional shares common\nstock being rounded up to the nearest whole share of common stock. The Company’s common stock is expected to begin trading on a\npost-Reverse Split basis at market open on January 23, 2026. The Reverse Split will not affect the authorized number of shares of common\nstock or the par value of the common stock.\n\n \n\nThe\nforegoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference\nto the full text of the Certificate of Correction, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated\nby reference herein."}