SideChannel, Inc. 8-K

What Happened
SideChannel, Inc. announced a reverse stock split of its common stock at a ratio of 1-for-52. The board approved the 1-for-52 ratio on August 21, 2025, and the company filed a Certificate of Amendment on January 12, 2026. The amendment will be effective for Delaware law purposes at 4:00 p.m. ET on January 22, 2026 (after market close on the OTCQB), and the company’s common stock is expected to begin trading on a post-reverse-split basis at market open on January 23, 2026. The company filed a Certificate of Correction on January 16, 2026 to clarify that any fractional shares resulting from the reverse split will be rounded up to the nearest whole share.

Key Details

• Stockholder approval: original amendment authorizing a reverse split ratio between 1-for-2 and 1-for-200 was approved at the February 12, 2025 annual meeting.
• Board action: Board selected a 1-for-52 reverse split on August 21, 2025.
• Effective timing: Certificate of Amendment filed Jan 12, 2026; effective for state law on Jan 22, 2026 at 4:00 p.m. ET; trading post-split expected Jan 23, 2026.
• Fractional shares: Certificate of Correction clarifies fractional shares will be rounded up to the nearest whole share.
• No change to authorized shares or par value of common stock; the change is a reclassification of issued and outstanding shares and occurs automatically—no action required by shareholders.

Why It Matters
A reverse stock split reduces the number of outstanding shares and increases the per-share price proportionally. For investors, this is a corporate action that changes share count and price but does not change the company’s overall market value, authorized share count, or par value. The rounding-up of fractional shares means small shareholders will receive whole shares rather than cash or rounded-down fractions. Trading will reflect the new share count starting on Jan 23, 2026, so investors should see their holdings adjusted automatically by brokers after the market close on Jan 22.