SideChannel (SDCH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 12, 2026, to elect five directors, approve a reverse stock split, and ratify the independent auditor for fiscal 2026.

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

• Voting is open to shareholders of record as of December 19, 2025, with multiple voting methods available.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, approving a reverse stock split (ratio 1-for-2 to 1-for-200), and ratifying RBSM, LLP as the independent auditor.

• The reverse stock split aims to facilitate a potential uplisting to NYSE American or Nasdaq.

• Shareholder proposals and director nominations must comply with advance notice and SEC rules.

Board of directors and corporate governance

• Board set at seven members, with five nominees up for election and two vacancies expected post-meeting.

• Board leadership structure separates Chair and CEO roles; a new Chair will be elected after the meeting.

• Four directors are considered independent under Nasdaq rules.

• Audit Committee is active, chaired by Hugh Regan, and meets regulatory requirements.

• All directors attended at least 75% of meetings in fiscal 2025.