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.

• Board recommends voting in favor of all proposals, including the reverse stock split to facilitate 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, approving a reverse stock split (ratio 1-for-2 to 1-for-200), and ratifying RBSM, LLP as the independent auditor.

• Board may fill two board vacancies after the meeting.

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

Board of directors and corporate governance

• Board set at seven members; five nominees up for election, with two vacancies to be filled later.

• Four directors are considered independent under Nasdaq rules.

• Audit Committee is chaired by Hugh Regan, with responsibilities including oversight of financial reporting, internal controls, and related party transactions.

• No compensation or nominating committees; board may establish other committees as needed.

• Code of Ethics applies to all directors, officers, and employees.