SideChannel (SDCH) Proxy filing summary

Executive summary

• Special meeting scheduled for September 23, 2026, to vote on key amendments to the certificate of incorporation.

• Board recommends reducing authorized common stock from 681,000,000 to 13,100,000 and preferred stock from 10,000,000 to 1,000,000.

• Reduction aims to align with capital needs, reduce franchise tax, and mitigate dilution risk.

• No changes to issued or outstanding shares; no current plans to issue additional stock beyond existing equity plans and warrants.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment to decrease authorized shares of common and preferred stock.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit proxies for Proposal 1.

• Both proposals require a majority vote of shares present or represented by proxy.

• Board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• Board retains discretion to delay or abandon the amendment even if approved by shareholders.

• Transparent governance emphasized by submitting adjournment proposal to shareholders.

• No substantial interest in the proposals by officers or directors.