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SideChannel (SDCH) investor relations material

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SideChannel Proxy Filing summary

Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.
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Proxy Filing summary2 Jan, 2026

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.

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Frequently asked questions

SideChannel Inc. specializes in offering cybersecurity services and technology primarily to mid-market companies. The organization prides itself on creating comprehensive cybersecurity programs through its proprietary approach, SideChannel Complete. This suite of services is designed to meet the specific needs of businesses across various sectors and ensure compliance with relevant standards. SideChannel Inc. provides a broad spectrum of cybersecurity solutions, including Virtual Chief Information Security Officer (vCISO) services, the zero-trust network solution Enclave, and RealCISO, a platform for cyber assessments and remediation recommendations. These products and services cater to a diverse range of industries such as healthcare, finance, technology, and defense contractors. The company is headquartered in Worcester, MA, and its shares are listed on the OTCQB market.

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