SideChannel (SDCH) Proxy filing summary

Executive summary

• Special meeting scheduled for September 23, 2026, to vote on key proposals affecting capital structure.

• Board recommends reducing authorized shares to better align with current and future capital needs and reduce franchise tax obligations.

• Proxy materials are primarily distributed electronically to expedite delivery and reduce costs.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to amend the certificate of incorporation to reduce authorized common shares from 681,000,000 to 13,100,000 and preferred shares from 10,000,000 to 1,000,000.

• Proposal 2 allows adjournment of the meeting to solicit additional proxies if necessary.

• 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 authorized share reduction even after shareholder approval.

• Transparent governance is emphasized by submitting adjournment as a formal proposal.

• Procedures for shareholder proposals and director nominations are outlined, requiring advance written notice.