SideChannel (SDCH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 12, 2025, to elect five directors, ratify the auditor, and approve a reverse stock split at a ratio between 1-for-2 and 1-for-200, at the Board's discretion.

• Board recommends voting in favor of all proposals, including the reverse stock split aimed at potential uplisting to NYSE American or Nasdaq.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying RBSM, LLP as auditor for FY 2025, and amending the certificate of incorporation for a reverse stock split.

• The reverse stock split is intended to help meet listing requirements for NYSE American or Nasdaq, but the Board retains discretion on timing and ratio.

• Shareholder proposals and director nominations for the next annual meeting must be submitted by September 2, 2025, following specific bylaw and SEC requirements.

Board of directors and corporate governance

• Board consists of seven members, with five nominees up for election and two current vacancies.

• Deborah MacConnel serves as Chairwoman; Brian Haugli is CEO; three directors are considered independent.

• Audit Committee is chaired by Hugh Regan, meets four times annually, and oversees financial reporting and compliance.

• No compensation or nominating committees; Board may establish additional committees as needed.