{"url_path":"/sec/sdch/proxy/2026-01-02/000149315226000103","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-01-02","source_url":"https://www.sec.gov/Archives/edgar/data/1022505/0001493152-26-000103-index.html","accession_number":"0001493152-26-000103","cik":"0001022505","ticker":"SDCH","issuer_name":"SideChannel, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1022505/0001493152-26-000103-index.html","primary_entity_key":"0001022505","primary_entity_name":"SideChannel, Inc."},"word_count":18167,"has_tables":true,"body_markdown":"false\n0001022505\nDEF 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EXCHANGE COMMISSION**\n\n**Washington,\nD.C. 20549**\n\n \n\n**SCHEDULE 14A******\n\n \n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities\nExchange Act of 1934**\n\n \n\nFiled\nby the Registrant ☒\n\nFiled\nby a Party other than the Registrant ☐\n\nCheck\nthe appropriate box:\n\n \n\n☐\nPreliminary\nProxy Statement\n\n☐\n**Confidential,\nfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n☒\nDefinitive\nProxy Statement\n\n☐\nDefinitive\nAdditional Materials\n\n☐\nSoliciting\nMaterial under §240.14a-12\n\n \n\n \n\n**SideChannel, Inc.**\n\n(Name\nof Registrant as Specified In Its Charter)\n\n \n\n \n\n(Name\nof Person(s) Filing Proxy Statement, if other than the Registrant)\n\n \n\nPayment\nof Filing Fee (Check the appropriate box):\n\n \n\n☒\nNo\nfee required\n\n \n \n\n☐\nFee\ncomputed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n \n\n \n(1)\nTitle\nof each class of securities to which transaction applies:\n\n \n \n \n\n \n(2)\nAggregate\nnumber of securities to which transaction applies:\n\n \n \n \n\n \n(3)\nPer\nunit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the\nfiling fee is calculated and state how it was determined):\n\n \n \n \n\n \n(4)\nProposed\nmaximum aggregate value of transaction:\n\n \n \n \n\n \n(5)\nTotal\nfee paid:\n\n \n \n \n\n \n\n☐\nFee\npaid previously with preliminary materials.\n\n \n \n\n☐\nCheck\nbox if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting\nfee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its\nfiling.\n\n \n\n \n(1)\nAmount\nPreviously Paid:\n\n \n \n \n\n \n(2)\nForm,\nSchedule or Registration Statement No.:\n\n \n \n \n\n \n(3)\nFiling\nParty:\n\n \n \n \n\n \n(4)\nDate\nFiled:\n\n \n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**SIDECHANNEL,\nINC.**\n\n**146\nMain Street, Suite 405**\n\n**Worcester,\nMA 01608**\n\n \n\n**NOTICE\nOF ANNUAL MEETING OF STOCKHOLDERS**\n\n**To\nBe Held on February 12, 2026**\n\n \n\nDear\nStockholder:\n\n \n\nWe\nare pleased to invite you to attend the annual meeting of stockholders (the “Annual Meeting”) of SideChannel, Inc. (the “Company”),\nwhich will be held on February 12, 2026, at 9:00 a.m. Eastern time at the Company’s office at 146 Main Street, Suite 405, Worcester,\nMA 01608, for the following purposes:\n\n \n\n \n1.\nTo\nelect five members to our Board of Directors (“Board”);\n\n \n \n \n\n \n2.\nTo approve the amendment of the Company’s certificate\nof incorporation, as amended, to effectuate a reverse stock split of the Company’s outstanding shares of common stock, at a\nratio of no less than 1-for-2 and no more than 1-for-200, with such ratio to be determined by our Board in its sole discretion;\n\n \n \n \n\n \n3.\nTo\nratify the appointment of RBSM, LLP as our independent registered public accounting firm for our fiscal year ending September 30,\n2026; and\n\n \n \n \n\n \n4.\nTo\ntransact such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof.\n\n \n\nThe\nBoard has fixed the close of business on December 19, 2025 (the “Record Date”) as the record date for a determination of\nstockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s) or postponement(s) thereof.\n\n \n\n**If\nYou Plan to Attend**\n\n \n\nPlease\nnote that space limitations make it necessary to limit attendance of the Annual Meeting to our stockholders. Registration and seating\nwill begin at 8:30 a.m. Eastern time.\n\n \n\nFor\nadmission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license\nor passport, and proof of stock ownership as of the Record Date, such as the enclosed proxy card or a brokerage statement reflecting\nstock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. Your vote at the\nAnnual Meeting is especially important. If you do not plan on attending the Annual Meeting, please vote, date, and sign the enclosed\nproxy and return it in the business envelope provided. Even if you do plan to attend the Annual Meeting, we recommend that you vote your\nshares at your earliest convenience in order to ensure your representation at the Annual Meeting.\n\n \n\n**If\nyou have questions or need assistance voting your shares, please contact Computershare, our transfer agent, by calling 1-866-595-6048.**\n\n \n\nDated:\nJanuary 2, 2026\nBy\nthe Order of the Board of Directors,\n\n \n \n\n \n*/s/\nRyan Polk*\n\n \nRyan\nPolk\n\n \n*Secretary\nof the Board of Directors*\n\n \n\n**Whether\nor not you expect to attend the Annual Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure\nthe presence of a quorum at the Annual Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional\nsolicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by\nmail. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy\nis revocable at your option. Your vote is important, so please act today!**\n\n \n\n \n\n \n\n \n\n \n\n**SIDECHANNEL,\nINC.**\n\n**146\nMain Street, Suite 405**\n\n**Worcester,\nMA 01608**\n\n \n\n**PROXY\nSTATEMENT FOR THE**\n\n**ANNUAL\nMEETING OF STOCKHOLDERS**\n\n**TO\nBE HELD ON FEBRUARY 12, 2026**\n\n \n\nThe\nBoard of Directors (the “Board”) of SideChannel, Inc. (the “Company”) is soliciting your proxy to vote at the\nannual meeting of stockholders (the “Annual Meeting”) to be held on February 12, 2026, at 9:00 a.m. Eastern time at 146 Main\nStreet, Suite 405, Worcester, MA 01608, including at any adjournments or postponements of the Annual Meeting.\n\n \n\nOur\nBoard is asking you to vote your shares by completing, signing, and returning a proxy card or by voting over the Internet. If you attend\nthe Annual Meeting in person, you may vote at the Annual Meeting even if you have previously returned a proxy card. Please note, however,\nthat if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain\na proxy issued in your name from that record holder as described in more detail below.\n\n \n\n**INTERNET\nAVAILABILITY OF PROXY MATERIALS**\n\n \n\nAs\npermitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our annual report available\nto our stockholders primarily via the Internet, rather than mailing printed copies of these materials to each stockholder. We believe\nthat this process will expedite stockholders’ receipt of the proxy materials, lower the costs of the Annual Meeting, and help to\nconserve natural resources. On or about January 2, 2026, we intend to begin mailing to each stockholder a Notice of Internet Availability\nof Proxy Materials (the “Notice”) containing instructions on how to access and review the proxy materials, including our\nproxy statement and our annual report, on the Internet and how to access an electronic proxy card to vote on the Internet or by telephone.\nThe Notice also contains instructions on how to receive a paper copy of the proxy materials. If you receive the Notice by mail, you will\nnot receive a printed copy of the proxy materials unless you request one. If you receive the Notice by mail and would like to receive\na printed copy of our proxy materials, please follow the instructions included in the Notice. Only stockholders who owned our common\nstock on December 19, 2025 (the “Record Date”) are entitled to vote at the Annual Meeting.\n\n \n\n \n\n**Important\nNotice Regarding the Availability of Proxy Materials**\n\n**for\nthe Annual Meeting of Stockholders to be Held on February 12, 2026:**\n\n \n\n**The\nNotice of Meeting, Proxy Statement, and our 2025 Annual Report on Form 10-K are available at:**\n\n \n\n**www.edocumentview.com/SDCH**\n\n \n\n \n\n \n\n \n\n \n\n**QUESTIONS\nAND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING**\n\n \n\n**What\nis a proxy?**\n\n \n\nA\nproxy is the legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone\nas your proxy in a written document, that document is also called a proxy or a proxy card. By completing, signing, and returning the\naccompanying proxy card, you are designating the individuals identified on the proxy card as your proxy for the Annual Meeting and you\nare authorizing those individuals to vote your shares at the Annual Meeting as you have instructed on the proxy card. This way, your\nshares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we urge you to vote\nin one of the ways described below so that your vote will be counted even if you are unable or decide not to attend the Annual Meeting.\n\n \n\n**What\nis a proxy statement?**\n\n \n\nA\nproxy statement is a document that we are required by regulations of the SEC to give you when we ask you to sign a proxy card designating\nthe individuals identified on the proxy card to vote on your behalf.\n\n \n\n**Why\ndid you send me this proxy statement?**\n\n \n\nWe\nsent you this proxy statement and proxy card because our Board is soliciting your proxy to vote at the Annual Meeting and any adjournment(s)\nand postponement(s) thereof. This proxy statement summarizes information related to your vote at the Annual Meeting. All stockholders\nwho find it convenient to do so are cordially invited to attend the Annual Meeting. However, you do not need to attend the meeting to\nvote your shares. Instead, you may simply complete, sign and return the proxy card by mail or vote over the Internet or by phone.\n\n \n\nOn\nor about January 2, 2026, we intend to begin mailing to each stockholder a Notice of Internet Availability of Proxy Materials\ncontaining instructions on how to access and review the proxy materials, including our proxy statement and our annual report, on the\nInternet and how to access an electronic proxy card to vote on the Internet. Only stockholders who owned our common stock on the Record\nDate are entitled to vote at the Annual Meeting.\n\n \n\n**What\nDoes it Mean if I Receive More than one set of proxy materials?**\n\n \n\nIf\nyou receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please\ncomplete, sign, and return each proxy card to ensure that all of your shares are voted.\n\n \n\n**How\ndo I attend the Annual Meeting?**\n\n \n\nThe\nAnnual Meeting will be held on February 12, 2026, at 9:00 a.m. Eastern time at 146 Main Street, Suite 405, Worcester, MA 01608. Information\non how to vote in person at the Annual Meeting is discussed below.\n\n \n\n \n\n \n\n \n\n**Who\nis Entitled to Vote?**\n\n \n\nThe\nBoard has fixed the close of business on December 19, 2025, as the Record Date for the determination of stockholders entitled to notice\nof, and to vote at, the Annual Meeting or any adjournment(s) or postponement(s) thereof. On the Record Date, there were\n231,229,054 shares of common stock, $0.001 par value per share, outstanding. Each share of common stock is entitled to one vote\nthat may be cast on each proposal that may come before the Annual Meeting.\n\n \n\n**What\nis the Difference Between Holding Shares as a Record Holder and as a Beneficial Owner (Holding Shares in Street Name)?**\n\n \n\nIf\nyour shares are registered in your name with our transfer agent, Computershare Limited, you are the “record holder” of those\nshares. If you are a record holder, a Notice of Internet Availability of Proxy Materials with instructions on how to obtain these proxy\nmaterials was provided directly to you by the Company.\n\n \n\nIf\nyour shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner”\nof those shares held in “street name.” If your shares are held in street name, the Notice has been forwarded to you by that\norganization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual\nMeeting. As the beneficial owner, you have the right to instruct this organization on how to vote your shares. See “How Will my\nShares be Voted if I Give No Specific Instruction?” below for information on how shares held in street name will be voted without\ninstructions provided.\n\n \n\n**Who\nMay Attend the Annual Meeting?**\n\n \n\nOnly\nrecord holders and beneficial owners of our common stock, or their duly authorized proxies, may attend the Annual Meeting. If your shares\nof common stock are held in street name, you will need to provide a copy of a brokerage statement or other documentation reflecting your\nstock ownership as of the Record Date.\n\n \n\n**What\nam I Voting on?**\n\n \n\nThere\nare three matters scheduled for a vote:\n\n \n\n \n1.\n\nTo\nelect five members to our Board;\n\n \n \n \n\n \n2.\nTo approve the amendment of the Company’s certificate\nof incorporation, as amended (the “Certificate of Incorporation”), to effectuate a reverse stock split of the Company’s\noutstanding shares of common stock, at a ratio of no less than 1-for-2 and no more than 1-for-200, with such ratio to be determined\nby our Board in its sole discretion (the “Reverse Stock Split”); and\n\n \n \n \n\n \n3.\n\nTo\nratify the appointment of RBSM, LLP (“RBSM”) as our independent registered public accounting firm for the fiscal\nyear ending September 30, 2026 (“Fiscal 2026”).\n\n \n\n**What\nif another matter is properly brought before the Annual Meeting?**\n\n \n\nThe\nBoard knows of no other matters that will be presented for consideration at the Annual Meeting. The proxy also has discretionary authority\nto vote to adjourn the Annual Meeting, including for the purpose of soliciting votes in accordance with our Board’s recommendations.\nIf any other matters are properly brought before the Annual Meeting, it is the intention of the person named in the accompanying proxy\nto vote on those matters in accordance with his best judgment.\n\n \n\n**How\nDo I Vote?**\n\n \n\n**MAIL**\n \n**INTERNET**\n\nSend\nyour signed proxy card or voter instruction card to:\n\nProxy Services\n\nC/O Computershare Investor Services\n\nPO Box 43101\n\nProvidence, RI 02940-5067\n \n\nClick\nthis link:\n\n \n\n*www.envisionreports.com/SDCH*\n\n \n\n \n\n \n\n \n\n**Stockholders\nof Record**\n\n \n\nIf\nyou are a registered stockholder, you may vote by mail, Internet, phone or online at the Annual Meeting by following the instructions\nin the Notice. You also may submit your proxy by mail by following the instructions included with your proxy card. The deadline for submitting\nyour proxy by Internet is 11:59 p.m. Eastern Time on February 11, 2026. Our Board’s designated proxies identified in the proxy\ncard, will vote your shares according to your instructions. If you attend the Annual Meeting, you also will be able to vote your shares\nat the meeting up until the time the polls are closed.\n\n \n\n**Beneficial\nOwners of Shares Held in Street Name**\n\n \n\nIf\nyou are a street name holder, your broker or nominee firm is the legal, registered owner of the shares, and it may provide you with the\nNotice. Follow the instructions on the Notice to access our proxy materials and vote or to request a paper or email copy of our proxy\nmaterials. The materials include a voting instruction card so that you can instruct your broker or nominee how to vote your shares. Please\ncheck the Notice or voting instruction card or contact your broker or other nominee to determine whether you will be able to deliver\nyour voting instructions by Internet in advance of the meeting and whether, if you attend the Annual Meeting, you will be able to vote\nyour shares at the meeting up until the time the polls are closed.\n\n \n\nAll\nshares entitled to vote and represented by a properly completed and executed proxy received before the Annual Meeting and not revoked\nwill be voted at the Annual Meeting as instructed in a proxy delivered before the Annual Meeting. We provide Internet proxy voting to\nallow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions.\nHowever, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access\nproviders and telephone companies.\n\n \n\nIMPORTANT:\nIf you vote by Internet, please DO NOT mail your proxy card.\n\n \n\n**How\nMany Votes do I Have?**\n\n \n\nOn\neach matter to be voted upon, you have one vote for each share of common stock you own as of the close of business on the Record Date.\n\n \n\n**Is\nMy Vote Confidential?**\n\n \n\nYes,\nyour vote is confidential. Only the inspector of elections, individuals who help with processing and counting your votes and persons\nwho need access for legal reasons will have access to your vote. This information will not be disclosed, except as required by law.\n\n \n\n**What\nConstitutes a Quorum?**\n\n \n\nTo\ncarry on business at the Annual Meeting, we must have a quorum. A quorum is present when a majority of the shares entitled to vote, as\nof the Record Date, are represented in person or by proxy. Thus, 115,614,528 shares must be represented in person or by proxy\nto have a quorum at the Annual Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted\non your behalf by your broker, bank, or other nominee) or if you vote in via the Internet or person at the Annual Meeting. Abstentions\nand broker non-votes will be counted towards the quorum requirement. Shares owned by the Company are not considered outstanding or considered\nto be present at the Annual Meeting. If there is not a quorum at the Annual Meeting, either the chairperson of the Annual Meeting or\nour stockholders entitled to vote at the Annual Meeting may adjourn the Annual Meeting.\n\n \n\n**How\nWill my Shares be Voted if I Give No Specific Instruction?**\n\n \n\nWe\nmust vote your shares as you have instructed. If there is a matter on which a stockholder of record has given no specific instruction\nbut has authorized us generally to vote the shares, they will be voted as follows:\n\n \n\n \n1.\n\n“For”\nthe election of the Board of Directors’ five nominees to our Board;\n\n \n \n \n\n \n2.\n“For” approval of the amendment of the Certificate\nof Incorporation to effectuate the Reverse Stock Split; and\n\n \n \n \n\n \n3.\n\n“For”\nthe ratification of the appointment of RBSM as our independent registered public accounting firm for Fiscal 2026.\n\n \n\n \n\n \n\n \n\nThis\nauthorization would exist, for example, if a stockholder of record merely signs, dates, and returns the proxy card but does not indicate\nhow the stockholder’s shares are to be voted on one or more proposals. If other matters properly come before the Annual Meeting\nand you do not provide specific voting instructions, your shares will be voted at the discretion of the Board’s designated proxies.\n\n \n\nIf\nyour shares are held in street name, see “What is a Broker Non-Vote?” below regarding the ability of banks, brokers, and\nother such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion.\n\n \n\n**How\nare Votes Counted?**\n\n \n\nVotes\nwill be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the election of Directors,\n“For,” “Withhold” and broker non-votes; and, with respect to the other proposals, votes “For” and\n“Against,” abstentions and broker non-votes. With respect to the election of Directors, only shares that are voted in favor\nof the nominee will be counted toward the achievement of a plurality and, as a result, where a stockholder properly withholds authority\nto vote for a particular nominee, such shares will not be counted toward such nominee’s or any other nominee’s achievement\nof a plurality.\n\n \n\n**What\nis a Broker Non-Vote?**\n\n \n\nA\n“broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with\nrespect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares,\nand (2) the broker lacks the authority to vote the shares at their discretion.\n\n \n\n**What\nis an Abstention?**\n\n \n\nAn\nabstention is a stockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted\nas shares present and entitled to vote at the Annual Meeting. Generally, unless provided otherwise by applicable law, our amended and\nrestated bylaws (the “Bylaws”) provide that an action of our stockholders (other than the election of Directors) is approved\nif a majority of the number of shares of stock present at the meeting (either in person or by proxy) vote in favor of the proposal. Therefore,\nif a stockholder abstains from voting on Proposal No. 3, for example, such shares are considered present at the Annual Meeting for such\nproposal but, since they are not affirmative votes for the proposal, they will have the same effect as votes against the proposal.\n\n \n\n**How\nmany votes are required to approve each proposal?**\n\n \n\nThe\ntable below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted:\n\n \n\n**Proposal**\n \n**Votes\nRequired**\n \n**Voting\nOptions**\n \n**Impact\nof “Withhold” or “Abstain” Votes**\n\nProposal\nNo. 1: Election of Directors\n \nThe\nplurality of the votes cast. This means that the nominees receiving the highest number of affirmative “FOR” votes will\nbe elected as Directors.\n \n“FOR”\nor “WITHHOLD”\n \nNone\n\n \n \n \n \n \n \n \n\nProposal No. 2: Amendment of Certificate of Incorporation to Effectuate Reverse\nStock Split\n \nThe affirmative vote of the holders of a majority in voting power of the votes\nwhich could be cast affirmatively or negatively at the Annual Meeting by the holders entitled to vote thereon.\n \n“FOR,” “AGAINST” or “ABSTAIN”\n \nAgainst (1)\n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\nProposal\nNo. 3: Ratification of Appointment of Independent Registered Public Accounting Firm\n \nThe\naffirmative vote of the holders of a majority in voting power of the votes which could be cast affirmatively or negatively at the\nAnnual Meeting by the holders entitled to vote thereon.\n \n“FOR,”\n“AGAINST” or “ABSTAIN”\n \nAgainst\n(1)\n\n \n\n(1)\n\nA\nvote marked as an “Abstention” is a vote that could be cast at the Annual Meeting and, therefore, will be treated as\na vote against the proposal.\n\n \n\n \n\n \n\n \n\n**What\nAre the Voting Procedures?**\n\n \n\nIn\nvoting by proxy with regard to the election of Directors, you may vote in favor of the nominee or withhold your votes as to the nominee.\nWith regard to other proposals, you may vote in favor of or against the proposal, or you may abstain from voting on the proposal. You\nshould specify your respective choices on the accompanying proxy card or your vote instruction form.\n\n \n\n**Is\nMy Proxy Revocable?**\n\n \n\nYou\nmay revoke your proxy and reclaim your right to vote at any time before your proxy is voted by giving written notice to the Corporate\nSecretary of the Company by delivering a properly completed, later-dated proxy card or vote instruction form or by voting in person at\nthe Annual Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed\nto: SideChannel, Inc., 146 Main Street, Suite 405, Worcester, MA 01608, Attention: Corporate Secretary. Your most current proxy\ncard or Internet proxy is the one that will be counted.\n\n \n\n**Who\nis Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?**\n\n \n\nAll\nof the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid\nby us. In addition to the solicitation by mail, proxies may be solicited by our Directors, officers, and other employees, personally\nor by telephone, facsimile, or email. Such persons will receive no compensation for their services in connection with these solicitation\nactivities other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees, and\nfiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse\nsuch persons for reasonable out of pocket expenses incurred by them in forwarding solicitation materials. If you have any questions or\nrequire any assistance with completing your proxy, please contact Computershare by telephone at 1-866-595-6048.\n\n \n\n**Do\nI Have Dissenters’ Rights of Appraisal?**\n\n \n\nStockholders\ndo not have appraisal rights under Delaware law or under our governing documents with respect to Proposal No. 1 (Election of Directors),\nProposal No. 2 (Amendment of Certificate of Incorporation to Effectuate Reverse Stock Split), or Proposal No. 3 (Ratification\nof Appointment of Independent Registered Public Accounting Firm).\n\n \n\n**How\ncan I Find out the Results of the Voting at the Annual Meeting?**\n\n \n\nPreliminary\nvoting results will be announced at the Annual Meeting. In addition, final voting results will be disclosed in a Current Report on Form\n8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available\nto us in time to file a Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file a Form 8-K to publish\npreliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to publish the final\nresults.\n\n \n\n \n\n \n\n \n\n**PROPOSAL\nNO. 1**\n\n \n\n**ELECTION\nOF DIRECTORS**\n\n \n\nThe\nsize of our Board has been set at seven members. At the Annual Meeting, the stockholders will elect five Directors to hold office until\nthe next annual meeting of stockholders. As of the Record Date, our Board is composed of the following six Directors, and there\nis one vacancy on our Board:\n\n \n\nRobert Brown\n\nBrian Haugli\n\nNick Hnatiw\n\nDeborah MacConnel\n\nHugh Regan, Jr.\n\nAnna Seacat\n\n \n\nMs.\nMacConnel, our current Chairwoman of the Board, is not standing for re-election as a Director at the Annual Meeting. Accordingly,\nimmediately following the Annual Meeting, Ms. MacConnel will cease to be a Director, and there will be two vacancies on our Board. The\nBoard expects to initiate a search for individuals to fill the two vacancies and may appoint individuals to fill these vacancies as it\nsees fit.\n\n \n\nDirectors\nare elected by a plurality of votes cast by stockholders. Accordingly, the nominees receiving the highest number of affirmative votes\nwill be elected as Directors. In the event the nominee is unable or unwilling to serve as a Director at the time of the Annual Meeting,\nproxies will be voted for any substitute nominee designated by the present Board or the proxy holders to fill such vacancy. The Board\nhas no reason to believe that the persons named below will be unable or unwilling to serve as nominees or\nas Directors if elected.\n\n \n\nAssuming\na quorum is present, the five nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons\nwill be elected as our Directors to serve until their successors are elected and qualified. Unless marked otherwise, proxies received\nwill be voted “FOR” the election of the nominees named below. In the event that additional persons are nominated for election\nas Directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominee\nlisted below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.\n\n \n\n**Information\nwith Respect to Director Nominees**\n\n \n\nListed\nbelow are the persons nominated by the Board of Directors for election as our Directors to hold office until their successors are elected\nand qualified, and their ages as of the date of this proxy statement. Deborah MacConnel, our current Chairwoman of the Board, is not\nstanding for re-election to the Board.\n\n \n\nName \nAge \n\nRobert Brown \n 66 \n\nBrian Haugli \n 45 \n\nNick Hnatiw \n 45 \n\nHugh Regan, Jr. \n 65 \n\nAnna Seacat \n \n44\n\n \n\n**Robert\nBrown.******General (Retired)\nBrown joined our Board in February 2024. He has served as the Chief Executive Officer of the Association of the United States Army (AUSA)\nsince October 2021. AUSA is the Army’s premier non-profit association that over the last 75 years has educated, informed and connected\nAmerica with the Army. He graduated from the United States Military Academy, West Point in 1981 and served in critical leadership positions\ninvolved in disaster response operations, peacekeeping operations in Haiti, and Bosnia and combat operations in the middle east throughout\nhis 38 years of service. He attained the highest rank in the military, serving as a 4 Star General with his final command position of\nthe United States Army Pacific, with responsibility for 126,000 soldiers and half the earth’s surface in the Pacific theater. The\nArmed Services YMCA (ASYMCA) has benefited from General Brown’s participation on the National Board of Directors since April 2020,\nand he was recently selected to be the Chairman of the ASYMCA Board in January 2024. He earned a Master of Education from the University\nof Virginia and a Master of Science in National Security and Strategic Studies from the National War College where he was a Distinguished\nGraduate. We believe General Brown is qualified to serve as a Director because of his extensive national security and leadership experience.\n\n \n\n**Brian Haugli.******Mr. Haugli is our Chief Executive Officer\nand has served in that role since our incorporation in 2019 while simultaneously serving as a Director. During October 2020, Mr. Haugli\nfounded RealCISO, Inc., a cybersecurity risk assessment SaaS platform, and has been the creator and host of #CISOlife YouTube and Podcast\nsince August 2019. Mr. Haugli worked for the Hanover Insurance Group, a leading property and casualty insurance carrier, offering broad\nand innovative insurance protection for small and mid-sized businesses, from May 2015 to April 2019, most recently as VP and Chief Security\nOfficer. Mr. Haugli was an Adjunct Professor at Boston College from June 2020 through January 2022, and from September 2019 to August\n2020, he was an advisor to zScaler, which uses zero trust principles, to help IT move away from legacy network infrastructure to achieve\nmodern workplace enablement, infrastructure modernization, and security transformation. Mr. Haugli received his Bachelor of Technology\nin Network Administration from the State University of New York at Morrisville. We believe Mr. Haugli is qualified to serve as the Chief\nExecutive Officer and Director based on his cybersecurity leadership experience.\n\n \n\n \n\n \n\n \n\n**Nick\nHnatiw.******Mr. Hnatiw\nserves as the Company’s Chief Technology Officer since November 2020 and was elected to our Board in February 2024. Mr. Hnatiw\nhas more than 15 years of experience creating software technologies from network security to artificial intelligence. Mr. Hnatiw has\nled the design and development of a security risk assessment SaaS platform, run a security monitoring service with a custom-built next\ngeneration automation and SIEM system. Prior to joining the Company, Mr. Hnatiw served as the technical director for network operations\nsupporting U.S. Cyber Command, U.S. Intelligence Agencies, and other Department of Defense research organizations from October 2010 to\nOctober 2014. From June 2015 to September 2019, Mr. Hnatiw was the Chief Executive Officer of Loki Labs, a cybersecurity firm. Mr. Hnatiw\nis also a stockholder of RealCISO.io (since October 2020). Mr. Hnatiw earned a Bachelor of Science degree in computer engineering and\ncomputer science at the University of Massachusetts, Amherst. We believe Mr. Hnatiw is qualified to serve as the Chief Technology Officer\nand Director based on his technology leadership experience.\n\n \n\n**Hugh\nRegan, Jr.** Mr. Regan has served as a Member of our Board of Directors since July 2022. Mr. Regan retired in June 2021 from his role\nas Secretary, Treasurer and Chief Financial Officer of inTEST Corporation (NYSE: INTT), a publicly traded manufacturer of capital equipment\nused in the semiconductor industry and other markets. He currently works as a private consultant to businesses, assisting them with various\nstrategic issues. Mr. Regan served in various roles at inTEST for just over 25 years, from April 1996 until June 2021. Prior to joining\ninTEST, Mr. Regan served in multiple financial capacities for Value Property Trust, a publicly traded real estate investment trust, including\nVice President of Finance from 1989 to September 1995 and Chief Financial Officer from September 1995 until April 1996. Mr. Regan received\nhis Bachelor of Science in Commerce with majors in Accounting and Finance from Rider University and is a Certified Public Accountant\nlicensed in New Jersey. We believe Mr. Regan is qualified to serve as a Director based on his finance and public company reporting\noversight experience.\n\n \n\n**Anna\nSeacat.******Ms. Seacat\njoined our Board in December 2025. She brings more than a decade of marketing and technology leadership experience spanning cybersecurity,\nenterprise software, and regulated industries. From December 2022 to June 2025, she served as Chief Marketing Officer of DeepSeas, a\ncybersecurity company specializing in managed detection and response, threat intelligence, and advisory services for cyber resilience.\nEarlier, she held senior marketing leadership roles at Proxy, an identification-technology company, and at Ascension, one of the nation’s\nlargest nonprofit health systems. Ms. Seacat has led the launch of multiple technology solutions and brands, including new cybersecurity\nofferings and an AI-based IoT platform at IBM, and she is known for applying design-thinking principles to translate complex technologies\ninto narratives that drive adoption and growth. Her experience also includes entrepreneurial and agency work across hospitality and aviation,\nfurther strengthening her operational versatility and customer-centric approach. She holds a Bachelor of Arts in Communication from Indiana\nUniversity, a Master of Science in Marketing from Southern New Hampshire University, and Graduate Certificates in Search and Social Media\nMarketing. She currently serves as an Adjunct Instructor at Marian University’s School of Business. We believe Ms. Seacat is qualified\nto serve as a Director because of her extensive leadership experience in marketing, her strategic expertise in cybersecurity and emerging\ntechnologies, and her demonstrated ability to accelerate product and organizational growth.\n\n \n\n \n\n \n\n \n\n**Family\nRelationships and Other Arrangements**\n\n \n\nThere\nare no family relationships among our Directors and executive officers. There are no arrangements or understandings between or among\nour Directors and executive officers pursuant to which any Director or executive officer was or is to be selected as a Director or executive\nofficer.\n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nTo\nthe best of our knowledge, except as discussed in the individual biographies of our executive officers and Directors, above or disclosed\nherein, none of our Directors or executive officers has been involved in any of the following events during the past 10 years: (1) any\nbankruptcy petition  filed by or against any business of which such person was a general partner or executive officer either at\nthe time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject\nto a pending criminal proceeding (excluding traffic violations and minor offenses); (3) being subject to any order, judgment, or decree,\nnot subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring,\nsuspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court\nof competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state\nsecurities or commodities law; (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment,\ndecree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities\nor commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies, including, but\nnot limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent\ncease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection\nwith any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or\nvacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the\n“Exchange Act”)), any registered entity (as defined in Section (1a)(40) of the Commodity Exchange Act), or any equivalent\nexchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.\n\n \n\n**Board\nLeadership Structure and Role in Risk Oversight**\n\n \n\nWe\ncurrently have a separate Chairwoman and Chief Executive Officer leadership structure, with Ms. MacConnel serving as the Chairwoman of\nour Board and Brian Haugli serving as our Chief Executive Officer. Ms. MacConnel is not standing for re-election to our Board\nat the Annual Meeting. Accordingly, immediately following the Annual Meeting, Ms. MacConnel will cease to be a Director. We expect that\nthe Board will elect a Chairperson after the Annual Meeting.\n\n \n\nAll\nof our Directors attended more than 75% of the aggregate number of meetings of the Board and each committee on which they served during\nthe fiscal year ended September 30, 2025 (“Fiscal 2025”). In Fiscal 2025, the Board met five times.\n\n \n\nWe\nrequire our Directors to attend the annual meeting of stockholders; however, they may be excluded from doing so if an unavoidable conflict\narises. All Directors attended our last annual meeting of stockholders.\n\n \n\nOur\nBoard of Directors exercises general oversight of risk in our business operations, communicating regularly with our management regarding\nrisk and our possible exposure to risk in our operations.\n\n \n\nOur\nBoard has established an Audit Committee which operates pursuant to a charter adopted by our Board. The Audit Committee has the composition\nand responsibilities described below. The Charter of this committee is available online at *https://investors.sidechannel.com/corporate-governance*.\nWe do not have a Compensation Committee or a Nominating and Corporate Governance Committee. Our Board may establish other committees\nfrom time to time.\n\n \n\n \n\n \n\n \n\n**Director\nIndependence**\n\n \n\nThe Board considers\nMr. Brown, Ms. MacConnel, Mr. Regan, and Ms. Seacat to be “independent” under the independent director requirements\nof the Nasdaq Stock Market LLC.\n\n \n\n**Audit\nCommittee**\n\n \n\nMr.\nBrown Ms. MacConnel, and Mr. Regan serve as members of the Audit Committee, and Mr. Regan acts as Chairman of the Audit Committee.\nThe Board has determined that Mr. Regan is an audit committee financial expert under the rules established by the SEC. The Audit Committee\nmet five times in Fiscal 2025. The Audit Committee’s responsibilities include:\n\n \n\n \n●\nappointing,\napproving the compensation of, and assessing the independence of our independent registered public accounting firm;\n\n \n \n \n\n \n●\npre-approving\nauditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public\naccounting firm;\n\n \n \n \n\n \n●\nreviewing\nthe overall audit plan with our independent registered public accounting firm and members of management responsible for preparing\nour financial statements;\n\n \n \n \n\n \n●\nreviewing\nand discussing with management and our independent registered public accounting firm our annual and quarterly financial statements\nand related disclosures as well as critical accounting policies and practices used by us;\n\n \n \n \n\n \n●\ncoordinating\nthe oversight and reviewing the adequacy of our internal control over financial reporting;\n\n \n \n \n\n \n●\nestablishing\npolicies and procedures for the receipt and retention of accounting-related complaints and concerns;\n\n \n \n \n\n \n●\nrecommending\nbased upon the audit committee’s review and discussions with management and our independent registered public accounting firm\nwhether our audited financial statements will be included in our Annual Reports on Form 10-K;\n\n \n \n \n\n \n●\nmonitoring\nthe integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial\nstatements and accounting matters;\n\n \n \n \n\n \n●\npreparing\nthe audit committee report required by SEC rules to be included in our annual proxy statement;\n\n \n \n \n\n \n●\nreviewing\nall related person transactions for potential conflict of interest situations and approving all such transactions; and\n\n \n \n \n\n \n●\nreviewing\nquarterly earnings releases.\n\n \n\n**Stockholder\nCommunications**\n\n \n\nAlthough\nwe do not have a formal policy regarding communications with the Board, stockholders may communicate with the Board by writing to SideChannel,\nInc., 146 Main Street, Suite 405, Worcester, MA 01608. Stockholders who would like their submission directed to a member of the Board\nmay so specify, and the communication will be forwarded, as appropriate.\n\n \n\n**Code\nof Ethics**\n\n \n\nWe\nhave adopted a formal Code of Ethics applicable to all Board members, officers, and employees. A copy of our Code of Ethics may be obtained\nwithout charge upon written request to Secretary, SideChannel, Inc., 146 Main Street, Suite 405, Worcester, MA 01608.\n\n \n\n \n\n \n\n \n\n**Compensation\nof Directors**\n\n \n\nOnly\nindependent Directors receive compensation for their services on our Board.\n\n \n\nAnnual\nDirector compensation is $15,000 for the non-Executive Chairperson of the Board and $15,000 for the other Directors, with\nan additional $15,000 earned by the Director who serves as the Audit Committee chairperson. During Fiscal 2025, we paid an\naggregate of $60,000 in board fees.\n\n \n\nOur\n2021 Omnibus Equity Compensation Plan (“Equity Incentive Plan”) was approved by stockholders on September 13, 2021. We have\nmade awards to our Named Executive Officers (as hereinafter defined) and Directors under the Equity Incentive Plan in the form\nof restricted stock units (“RSUs”) and stock options.\n\n \n\nWe\nalso have granted RSUs and stock options to Directors with three-year vesting periods. We calculate grant date fair value of stock-based\ncompensation in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)\nTopic 718.\n\n \n\nThe\nfollowing table sets forth summary information concerning the compensation we paid to non-executive Directors for Fiscal 2025:\n\n \n\n**2025\nDirector Compensation Table**\n\n \n\nName \n\nFees\n\nEarned\n\nor Paid in\n\nCash\n  \n\nStock\n\nAwards (1)\n  \n\nAll Other\n\nCompensation\n  \n\nTotal\n\nCompensation\n \n\nRobert Brown \n$15,000  \n$33,000  \n —  \n$48,000 \n\n  \n    \n    \n    \n   \n\nDeborah MacConnel \n 15,000  \n 33,000  \n —  \n 48,000 \n\n  \n    \n    \n    \n   \n\nHugh Regan \n 30,000  \n 33,000  \n —  \n 63,000 \n\n \n\n*\nThe table above does not include the amount of any expense reimbursements paid to the above Directors.\n\n \n\n(1)\nRepresents the grant date fair value of board fees paid in RSUs awarded during Fiscal 2025, calculated in accordance with FASB’s\nASC Topic 718. RSUs granted with a vesting schedule will typically vest pro rata on a one RSU for one common share ratio over a three-year\nperiod. The shares received and the average share price used to determine the compensation value to each Director is listed below for\nFiscal 2025:\n\n \n\n \n●\nMr.\nBrown was awarded 1.1 million RSUs with a grant date fair value of $33 thousand vesting over three years beginning on March 1, 2025,\nand ending on March 1, 2027. Mr. Brown received 366,666 shares of common stock for RSUs that vested during Fiscal 2025.\n\n \n \n \n\n \n●\nMs.\nMacConnel was awarded 1.1 million RSUs with a grant date fair value of $33 thousand vesting over three years beginning on March 1,\n2025, and ending on March 1, 2027. Ms. MacConnel received 400,000 shares of common stock for RSUs that vested during Fiscal\n2025.\n\n \n \n \n\n \n●\nMr.\nRegan was awarded 1.1 million RSUs with a grant date fair value of $33 thousand vesting over three years beginning on March 1, 2025,\nand ending on March 1, 2027. Mr. Regan received 400,000 shares of common stock for RSUs that vested during Fiscal 2025.\n\n \n\n**Required\nVote of Stockholders**\n\n \n\nA\nplurality of the votes cast at the Annual Meeting is required to elect a nominee as a Director. Accordingly, the nominees receiving the\nhighest number of affirmative votes will be elected as Directors.\n\n \n\n**Board\nRecommendation**\n\n \n\nThe\nBoard unanimously recommends a vote “**FOR**” the election of Robert Brown, Brian Haugli, Nick Hnatiw, Hugh Regan,\nJr., and Anna Seacat as Directors of the Company.\n\n \n\n \n\n \n\n \n\n**EXECUTIVE\nOFFICERS**\n\n \n\nThe\ntable below identifies and sets forth certain biographical and other information regarding our executive officers as of the date\nof this proxy statement. There are no family relationships among any of our Directors or executive officers.\n\n \n\n**Name**\n \n**Age**\n \n**Positions**\n\nBrian\nHaugli\n \n45\n \nChief\nExecutive Officer, Director\n\nNick\nHnatiw\n \n45\n \nChief\nTechnology Officer, Director\n\nRyan\nPolk\n \n57\n \nChief\nFinancial Officer\n\n \n\n**See\n“Proposal No. 1—Election of Directors” for biographical and other information regarding Messrs. Haugli and\nHnatiw.**\n\n \n\nRyan Polk. Mr. Polk has served as our Chief Financial Officer since February 1, 2020.\nFrom January 2019 to September 2020, Mr. Polk served in Chief Executive Officer and Chief Financial Officer roles for Automated Retail\nTechnologies, which develops and deploys innovative kiosks from April 2019 through September 2020. The predecessor to Automated Retail\nTechnologies, Generation Next Franchise Brands, filed for bankruptcy in December 2019. Cellpoint Corporation, a mobile phone parts supplier,\nhired Mr. Polk as Chief Financial Officer from June 2017 through October 2018. LDI, LLC, a family office investing in portfolio companies,\nemployed Mr. Polk as Vice President, Business Unit Operations from July 2011 through May 2017. He is a graduate of Purdue University with\ntwo Bachelor of Science degrees from the Krannert School of Management.\n\n \n\n**EXECUTIVE\nCOMPENSATION**\n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing summary compensation table (“SCT”) sets forth certain information concerning all compensation paid,\nearned or accrued for service by (i) our principal executive officer(s) during Fiscal 2025 and (ii) each of our other two most\nhighly compensated executive officers who served in such capacity at the end of Fiscal 2025 whose total salary and bonus\nexceeded $100,000 (collectively, the “Named Executive Officers”):\n\n \n\n**2025\nSUMMARY COMPENSATION TABLE**\n\n \n\nName and Position \nYear  \nSalary  \nBonus  \n\nStock\n\nAwards\n\n(1)\n  \n\nAll Other\n\nCompensation\n\n(2)\n  \nTotal \n\n  \n   \n   \n   \n   \n   \n  \n\nBrian Haugli, \n 2025  \n$327,000  \n$-  \n$113,892  \n$40,387  \n$481,279 \n\nChief Executive Officer \n 2024  \n$300,000  \n$30,400  \n$188,383  \n$39,130  \n$557,913 \n\n  \n    \n    \n    \n    \n    \n   \n\nNicholas Hnatiw, \n 2025  \n$236,250  \n$-  \n$23,333  \n$28,813  \n$288,397 \n\nChief Technology Officer \n 2024  \n$214,585  \n$22,700  \n$72,833  \n$32,303  \n$342,421 \n\n  \n    \n    \n    \n    \n    \n   \n\nRyan Polk, \n 2025  \n$174,400  \n$-  \n$75,928  \n$15,481  \n$265,808 \n\nChief Financial Officer \n 2024  \n$192,917  \n$24,200  \n$121,422  \n$11,668  \n$350,207 \n\n \n\nNo\nexecutive officer was granted or earned any option awards, non-equity incentive plan compensation or non-qualified deferred compensation\nduring the periods reported above.\n\n \n\n(1)\nRepresents the grant date fair value of RSUs, calculated in accordance with ASC Topic 718. The shares received and the\naverage share price used to determine the compensation value to each officer is listed below:\n\n \n\n \n●\nFor\nFiscal 2025, Mr. Haugli received an aggregate\nof 2,711,704 RSUs at an average grant date fair value of $0.04 per share, vesting over three years beginning March 1,\n2026, and ending March 1, 2028. Mr. Haugli also received 1,446,810 shares of common stock from the vesting of RSUs\ngranted in prior fiscal years, of which he received a net quantity of 938,835 shares of common stock after using 507,975 shares to\npay for income tax withholding.\n\n \n \n \n\n \n \n\nFor\nthe fiscal year ended September 30, 2024 (“Fiscal 2024”), Mr. Haugli received\nan aggregate of 3,395,985 RSUs at an average grant date fair value of $0.06 per share. Of\nthis amount, 2,562,651 RSUs vest over three years and 833,334 RSUs vested immediately. Of\nthe RSUs that vested immediately, Mr. Haugli received a net quantity of 567,954 shares of\ncommon stock after using 265,380 to pay for income tax withholding. Mr. Haugli also received\nan additional 592,592 shares from the vesting of RSUs granted in prior fiscal years, of which\nhe received a net quantity of 384,532 shares of common stock after using 208,060 shares to\npay for income tax withholding.\n\n \n\n \n\n \n\n \n\n \n●\n\nFor\nFiscal 2025, Mr.\nHnatiw received an aggregate of 555,556 RSUs at an average grant date fair value of\n$0.04 per share, vesting over three years beginning March 1, 2026, and ending\nMarch 1, 2028. Mr. Hnatiw also received 527,778 shares of common stock from the vesting\nof RSUs granted in prior fiscal years, of which he received a net quantity of 345,166 shares\nof common stock after using 182,612 shares to pay for income tax withholding.\n\n \n\nFor\nFiscal 2024, Mr. Hnatiw received an aggregate of 1,283,332 RSUs at an average grant date\nfair value of $0.06 per share. Of this amount, 694,444 RSUs vest over three years and 588,888\nRSUs vested immediately. Of the RSUs that vested immediately, Mr. Hnatiw received a net quantity\nof 385,132 shares of common stock after using 203,756 to pay for income tax withholding.\nMr. Hnatiw also received an additional 388,890 shares from the vesting of RSUs granted in\nprior fiscal years, of which he received a net quantity of 254,334 shares of common stock\nafter using 134,556 shares to pay for income tax withholding.\n\n \n \n \n\n \n●\nFor\nFiscal 2025, Mr. Polk received an aggregate\nof 1,807,803 RSUs at an average grant date fair value of $0.04 per share, vesting over three years beginning March 1,\n2026, and ending March 1, 2028. Mr. Polk also received 995,405 shares of common stock from the vesting of RSUs granted\nin prior fiscal years, of which he received a net quantity of 588,492 shares of common stock after using 408,913 shares to pay for\nincome tax withholding.\n\n \n \n \n\n \n \nFor Fiscal 2024, Mr. Polk received an aggregate of 2,194,545\nRSUs at an average grant date fair value of $0.06 per share. Of this amount, 1,708,434 RSUs vest over three years and 486,111 RSUs\nvested immediately. Of the RSUs that vested immediately, Mr. Polk received a net quantity of 286,902 shares of common stock after\nusing 199,209 to pay for income tax withholding. Mr. Polk also received 518,519 shares from the vesting of RSUs granted in prior\nfiscal years, of which he received a net quantity of 306,029 shares of common stock after using 212,490 shares to pay for income\ntax withholding.\n\n \n\n(2)\nAll Other Compensation represents the following:\n\n \n\n \n●\n\nBrian\nHaugli:\n\nFiscal\n2025: $24,891 for medical, dental, vision, life, and personal accident insurance, $14,296 for 401(k) match, and $1,200 cell phone\nreimbursement.\n\nFiscal\n2024: $23,208 for medical, dental, vision, life, and personal accident insurance, $12,000 for 401(k) match, and $3,922 for a club\nmembership.\n\n \n \n \n\n \n●\n\nNick\nHnatiw:\n\nFiscal\n2025: $17,255 for medical, dental, vision, life, and personal accident insurance, $10,358 for 401(k) match, and $1,200 cell phone\nreimbursement.\n\nFiscal\n2024: $23,120 for medical, dental, vision, life, and personal accident insurance and $8,583 401(k) match and $600 cell phone reimbursement.\n\n \n \n \n\n \n●\n\nRyan\nPolk:\n\nFiscal\n2025: $11,883 for medical, dental, vision, life, and personal accident insurance, $2,398 for 401(k) match, and $1,200 cell phone\nreimbursement.\n\nFiscal\n2024: $11,068 for medical, dental, vision, life, and personal accident insurance and $600 cell phone reimbursement.\n\n \n\n**Employment\nContracts**\n\n \n\n*Brian\nHaugli*\n\n \n\nOn\nJuly 1, 2022, the Board appointed Brian Haugli as our Chief Executive Officer and Director.\n\n \n\nIn\nconnection with Mr. Haugli’s appointment as Chief Executive Officer, we entered into an Employment Agreement dated July 1, 2022\n(“Haugli Executive Agreement”), with Mr. Haugli, pursuant to which he will receive a base annual salary, payable in accordance\nwith our standard payroll schedule, and other customary benefits. Mr. Haugli is also eligible to receive (i) an annual cash bonus based\non personal and Company-based metrics; and (ii) annual grants of stock options and/or restricted stock units at the discretion of our\nBoard. Mr. Haugli is further eligible to receive discretionary bonuses payable from time to time in cash, stock or options, in the discretion\nof the Board.\n\n \n\nIf\nwe terminate Mr. Haugli’s employment other than for Cause (as defined in the Haugli Employment Agreement) or Mr. Haugli resigns\nfor Good Reason (as defined in the Haugli Employment Agreement), then we are obligated to pay to Mr. Haugli an amount equal to 24 months of his salary.\n\n \n\nDuring Fiscal 2025, Mr.\nHaugli’s annual base salary was $327,000. During Fiscal 2026, Mr. Haugli’s annual base salary is $336,807.\n\n \n\n*Nick\nHnatiw*\n\n \n\nOn\nJuly 14, 2021, we hired Nick Hnatiw as our Chief Technology Officer.\n\n \n\nWe\nentered into an Employment Agreement dated June 1, 2021 (“Hnatiw Executive Agreement”), with Mr. Hnatiw pursuant to which\nhe will receive a base annual salary, payable in accordance with our standard payroll schedule, and other customary benefits. Mr. Hnatiw\nis also eligible to receive (i) an annual cash bonus based on personal and Company-based metrics; and (ii) annual grants of stock options\nand/or restricted stock units at the discretion of our Board. Mr. Hnatiw is further eligible to receive discretionary bonuses payable\nfrom time to time in cash, stock or options, in the discretion of the Board.\n\n \n\n \n\n \n\n \n\nIf\nwe terminate Mr. Hnatiw’s employment other than for Cause (as defined in the Hnatiw Employment Agreement) or Mr. Hnatiw resigns\nfor Good Reason (as defined in the Hnatiw Employment Agreement), then we are obligated to pay to Mr. Hnatiw an amount equal to six months\nof his salary.\n\n \n\nDuring Fiscal 2025,\nMr. Hnatiw’s annual base salary was $236,250. During Fiscal 2026, Mr. Hnatiw’s annual base salary is $250,000.\n\n \n\n*Ryan\nPolk*\n\n \n\nOn\nFebruary 1, 2020, the Board appointed Ryan Polk as our Chief Financial Officer.\n\n \n\nWe\nentered into an Employment Agreement dated June 1, 2021 (“Polk Executive Agreement”), with Mr. Polk pursuant to which he\nwill receive a base annual salary, payable in accordance with our standard payroll schedule, and other customary benefits. Mr. Polk is\nalso eligible to receive (i) an annual cash bonus based on personal and Company-based metrics; and (ii) annual grants of stock options\nand/or restricted stock units at the discretion of our Board. Mr. Polk is further eligible to receive discretionary bonuses payable from\ntime to time in cash, stock or options, in the discretion of the Board.\n\n \n\nIf\nwe terminate Mr. Polk’s employment other than for Cause (as defined in the Polk Employment Agreement) or Mr. Polk resigns for Good\nReason (as defined in the Polk Employment Agreement), then we are obligated to pay to Mr. Polk an amount equal to six months of his salary.\n\n \n\nDuring\nFiscal 2025, Mr. Polk’s salary was increased from $130,800 to $261,600 when he moved from a part-time to a full-time\nrole. During Fiscal 2026, Mr. Polk’s annual base salary is $269,454.\n\n \n\n**Pay\nVersus Performance**\n\n \n\nAs\nrequired by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are\nproviding the following information about the relationship between “compensation actually paid” to our principal executive\nofficer (“PEO”) and to our other non-PEO Named Executive Officers and certain financial performance of the Company. Compensation\nactually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive\nofficers during a covered year.\n\n \n\n**Fiscal Year**** **\n**SCT\nTotal Compensation(1)(3)**** **** **\n**Compensation Actually Paid (1)(3)**** **** **\n**SCT Total Compensation(2)**** **** **\n**Compensation Actually Paid(2)**** **** **\nValue\nof $100 Initial Investment Based on Cumulative Company TSR (4)** **** **\n**Net Loss**** **\n\n** **** **\n**PEO (1)**** **\n\n**Average\nof Non-PEO Named**\n\n**Executive\nOfficers (2)**\n** **** **\n****** **\n\n**Fiscal Year**** **\n**SCT Total Compensation**** **** **\n**Compensation Actually Paid (3)**** **** **\n**SCT Total Compensation**** **** **\n**Compensation Actually Paid**** **** **\n**Value of $100 Initial Investment Based on Cumulative Company TSR (4)** ** **\n\n2025 \n$481,279  \n$495,227  \n$277,103  \n$287,119  \n$47  \n$(891,311)\n\n2024 \n 557,913  \n 426,391  \n 346,314  \n 287,172  \n 31  \n (903,787)\n\n2023 \n 575,382  \n 488,715  \n 265,455  \n 230,848  \n 51  \n (7,006,155)\n\n \n\n(1)The\nPEO for all three covered fiscal years was Brian Haugli.\n\n(2)The\nnon-PEO Named Executive Officers for Fiscal 2025 and Fiscal 2024 were Nicholas Hnatiw and\nRyan Polk. The non-PEO Named Executive Officers for the fiscal year ended September 30, 2023\n(“Fiscal 2023”) were Nicholas Hnatiw and David Chasteen.\n\n(3)“Compensation\nactually paid” reflects the adjustments required by Item 402(v) of Regulation S-K and\ndiffers from total compensation reported in the SCT. These adjustments include, among other\nthings, the exclusion of the change in pension value (if any) and the replacement of equity\naward grant-date fair value with the fair value of equity awards at vesting or fiscal year-end,\nas applicable.\n\n(4)Total\nshareholder return (“TSR”) reported above assume an initial fixed investment of $100 on September 28,\n2022.\n\n \n\n \n\n \n\n \n\nCompensation\nactually paid to our Named Executive Officers represents the total compensation reported in the SCT for the applicable fiscal year, as\nadjusted as follows:\n\n \n\n  \nPEO  \nNon-PEO  \nPEO  \nNon-PEO  \nPEO  \nNon-PEO \n\n  \nFiscal 2025  \nFiscal 2024  \nFiscal 2023 \n\n  \nPEO  \nNon-PEO  \nPEO  \nNon-PEO  \nPEO  \nNon-PEO \n\n  \n   \n   \n   \n   \n   \n  \n\nSCT reported compensation \n$481,279  \n$\n277,103\n  \n$557,913  \n$\n346,314\n  \n$575,382  \n$\n265,455\n \n\nDeduct: Grant date fair value of equity awards reported in “Stock Awards” column of SCT\nfor covered fiscal year \n (113,892) \n (49,631) \n (188,383) \n (97,128) \n (222,222) \n (34,167)\n\nDeduct: For any awards granted in any prior fiscal year that were forfeited during the covered fiscal\nyear, the fair value at the end of the prior fiscal year \n -  \n -  \n -  \n -  \n -  \n - \n\nAdd: Fair value as of the end of the covered fiscal year of all equity awards granted during the\ncovered fiscal year that are outstanding and unvested as of the end of such covered fiscal year \n 176,261  \n \n76,809\n  \n 110,194  \n \n51,662\n  \n \n98,519\n  \n \n26,250\n \n\nAdd: Change in fair value (whether positive or negative) as of the end of the covered fiscal year\nof any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year \n 11,015  \n \n6,727\n  \n (61,259) \n (23,861) \n \n-\n \n (10,630)\n\nAdd: For awards that are granted and vest in the same fiscal year, the fair value as of the vesting\ndate \n -  \n -  \n 50,000  \n \n32,250\n  \n 37,037  \n - \n\nAdd: Change in fair value (whether positive or negative) as of the vesting date\nof any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during\nthe covered fiscal year \n \n(59,436\n) \n (23,889) \n (42,074) \n (22,065) \n - \n (16,060)\n\n \n \n(59,436\n) \n (23,889) \n (42,074) \n (22,065) \n - \n (16,060)\n\nTotal compensation actually paid \n$495,227  \n$\n287,119\n  \n$426,391  \n$\n287,172\n  \n$488,715  \n$\n230,848\n \n\n \n\n \n\n*Relationship\nBetween Financial Performance Measures*\n\n \n\nThe graph below compares year-over-year change in the compensation actually\npaid (“CAP”) to our PEO and the average of our remaining Named Executive Officers (“Non-PEO”) CAP, with our year-over-year\nchange in TSR for Fiscal 2025 and Fiscal 2024.\n\n \n\n \n\n \n\n \n\n \n\n \n\nThe Company’s executive\ncompensation program is designed to align pay with performance and the creation of stockholder value over time. As reflected in the Pay\nVersus Performance table above, compensation actually paid to our PEO generally increased during periods of improved Company performance\nand decreased during periods of weaker performance. The average compensation actually paid to our other Named Executive Officers did\nnot reflect this same relationship with Company performance.\n\n \n\nPEO compensation actually\npaid for Fiscal 2025 increased 16.1% compared to Fiscal 2024, consistent with improved Company TSR which increased 51.2%. PEO compensation\nactually paid for Fiscal 2024 declined 12.8% relative to Fiscal 2023, corresponding with a TSR of negative 38.6%. These trends reflect\nthe Company’s emphasis on performance-based equity incentives and annual cash bonuses that are tied directly to financial results.\nThe average compensation actually paid to our other Named Executive Officers was unchanged in Fiscal 2025 (0.0%) but it increased\nin Fiscal 2024 24.4%.\n\n \n\nOverall,\nthe Company believes the structure of its executive compensation program appropriately reflects changes in Company performance and promotes\nlong-term alignment between management and stockholders.\n\n \n\n \n\n \n\n \n\n**PROPOSAL\nNO. 3:**\n\n \n\n**REVERSE\nSTOCK SPLIT AMENDMENT**\n\n** **\n\nOn February 12,\n2025, at our 2025 annual meeting of stockholders, stockholders approved the amendment of our Certificate of Incorporation to effectuate\na reverse stock split of our common stock at a ratio of no less than 1-for-2 and no more than 1-for-200, with such ratio to be determined\nby our Board in its sole discretion. As of the date of this proxy statement, such reverse stock split has not yet been effectuated. In\nAugust 2025, the Board authorized the implementation of a reverse stock split at a ratio of 1 for 52, subject to FINRA processing and\nprevailing market conditions. An application has already been submitted to FINRA in connection with the reverse stock split and remains\nunder review. There can be no assurance as to the timing or outcome of FINRA’s review. In addition, there can be no assurance that,\nfollowing any FINRA processing, market conditions at such time will be conducive to effecting the reverse stock split. If the reverse\nstock split is not effectuated prior to February 12, 2026, the stockholder authorization approved in February 2025 will be deemed abandoned.\nAccordingly, the Company is seeking new stockholder approval to authorize the reverse stock split in order to maintain the Board’s\nability to effect such action, if and when deemed appropriate.\n\n \n\nOur\nmanagement team has been studying the potential benefits of effectuating a Reverse Stock Split of our common stock for the purpose of\nuplisting to either the NYSE American or the Nasdaq Stock Market (“Nasdaq”) in the future. Based on our stage of development,\ncertain developments in our industry, our observations regarding the market for our peers whose securities are traded on NYSE American\nor Nasdaq, and discussions with U.S.-based investment banks and other advisors, we believe that there may be potential benefits of a\nReverse Stock Split and a possible future uplisting of our common stock from the OTCQB tier of the OTC Markets to NYSE American or Nasdaq,\nincluding:\n\n \n\n \n●\na\nlarger pool of available capital;\n\n \n \n \n\n \n●\na\ngreater average daily trading volume;\n\n \n \n \n\n \n●\na\ngreater number of U.S. retail and institutional investors; and\n\n \n \n \n\n \n●\na\npotential increase in market valuation.\n\n \n\nWe\nmust satisfy a variety of requirements to be accepted for listing on NYSE American or Nasdaq, including the requirement that the listed\nsecurities maintain a minimum per-share trading price for a specific period of time. We are contemplating the possibility of proceeding\nto complete the Reverse Stock Split in order to satisfy this requirement. This is not the only listing standard that we must meet, however,\nand we do not currently meet certain of the other NYSE American or Nasdaq listing standards. The Reverse Stock Split is merely a step\ntoward a possible uplisting to NYSE American or Nasdaq. Even if stockholders approve Proposal No. 2, there can be no assurance that (i)\nwe will effectuate the Reverse Stock Split, (ii) we will meet the NYSE American and/or Nasdaq listing standards, (iii) we will apply\nto have our common stock listed on NYSE American or Nasdaq, or (iv) our common stock will be approved for listing on NYSE American or\nNasdaq. Additionally, in no event will the Reverse Stock Split be effectuated until it has been processed by the Financial Industry Regulatory\nAuthority (“FINRA”). Even if stockholders approve Proposal No. 2, there can be no assurance that FINRA will process the Reverse\nStock Split.\n\n \n\nOur\nBoard has unanimously adopted a resolution authorizing, approving, declaring advisable and recommending to our stockholders for their\napproval an amendment to our Certificate of Incorporation (the “Reverse Stock Split Amendment”) to effectuate a Reverse Stock\nSplit of the Company’s outstanding shares of common stock, at a ratio of no less than 1-for-2 and no more than 1-for-200 shares,\nwith such ratio to be determined by our Board in its sole discretion. The Reverse Stock Split Amendment will become effective upon the\nfiling of a Certificate of Amendment with the Secretary of State of the State of Delaware, or at such later time as is set forth therein;\n*provided, however,*that in no event will the Reverse Stock Split be effectuated until it has been processed by FINRA.\n\n \n\nIf\nthe Board determines to implement the Reverse Stock Split Amendment, we will communicate to the public, prior to the effective time of\nthe Reverse Stock Split Amendment, additional details regarding the Reverse Stock Split and the Reverse Stock Split Amendment (including\nthe final Reverse Stock Split ratio, as determined by the Board in its sole discretion within the range approved by stockholders). The\nBoard may determine, in its sole discretion, not to effectuate the Reverse Stock Split and not to file any Reverse Stock Split Amendment.\n\n \n\n \n\n \n\n \n\nIf\nProposal No. 2 is approved in determining whether to proceed with the Reverse Stock Split and what ratio (within the range approved by\nstockholders) to implement, the Board may consider, among other things, various factors, such as:\n\n \n\n \n●\nthe\nhistorical trading price and trading volume of our common stock;\n\n \n●\nthe\nthen-prevailing trading price and trading volume of our common stock and the expected impact of the Reverse Stock Split on the trading\nmarket for our common stock in the short- and long-term;\n\n \n●\nthreshold\nprices of brokerage houses or institutional investors that could impact their ability to invest or recommend investments in our common\nstock;\n\n \n●\nminimum\nlisting requirements of NYSE American or Nasdaq;\n\n \n●\nwhich\nReverse Stock Split ratio would result in the least administrative cost to us; and\n\n \n●\nprevailing\ngeneral market and economic conditions.\n\n \n\nThe\nfailure of our stockholders to approve Proposal No. 2 could prevent us from meeting the minimum bid price requirements of NYSE American\nand Nasdaq (the “Minimum Bid Price Requirement”), among other things, unless the market price of our common stock increases\nabove the Minimum Bid Price Requirement without a Reverse Stock Split. If we are unable to uplist our common stock to NYSE American or\nNasdaq, interest in our common stock may decline and certain institutions may not have the ability to trade in our common stock, all\nof which could have a material adverse effect on the liquidity or trading volume of our common stock. If our common stock becomes significantly\nless liquid due to our inability to qualify for listing on NYSE American or Nasdaq, our stockholders may not have the ability to liquidate\ntheir investments in our common stock as and when desired and we believe our access to capital would become significantly diminished\nas a result. Even if stockholders approve Proposal No. 2, there can be no assurance that (i) we will effectuate the Reverse Stock Split,\n(ii) we will meet the NYSE American and/or Nasdaq listing standards, (iii) we will apply to have our common stock listed on NYSE American\nor Nasdaq, or (iv) our common stock will be approved for listing on NYSE American or Nasdaq. Additionally, in no event will the Reverse\nStock Split be effectuated until it has been processed by FINRA. Even if stockholders approve Proposal No. 2, there can be no assurance\nthat FINRA will process the Reverse Stock Split.\n\n \n\n**Reasons\nfor the Reverse Stock Split**\n\n \n\n*To\nuplist to NYSE American or Nasdaq in the future*\n\n \n\nWe\nbelieve that a Reverse Stock Split could increase the market price of our common stock sufficiently to satisfy the Minimum Bid Price\nRequirement in the near term, though we cannot provide any assurance that a Reverse Stock Split will have that effect or that a Reverse\nStock Split would increase the market price sufficiently for a prolonged period of time. The Board has weighed the potential harm to\nus and our stockholders resulting from an inability to uplist to NYSE American or Nasdaq against the potential harm to us and our stockholders\nfrom a significant reverse stock split, including the risks described below under “Certain Risks Associated with a Reverse Stock\nSplit.” We believe we may continue to need to raise capital to fund our operations until the businesses we are engaged in become\ncash flow positive or profitable (of which there is no assurance). If we are unable to uplist to NYSE American or Nasdaq, our access\nto capital may become further limited and we may not have sufficient capital to enable our operating subsidiaries to continue their operations\nor become cash flow positive or profitable. Therefore, the Board has concluded that the potential harm to us and our stockholders resulting\nfrom a possible uplisting to NYSE American or Nasdaq outweighs the potential harm to us and our stockholders from another significant\nreverse stock split. The Minimum Bid Price Requirement is not the only listing standard that we must meet, however, and we do not currently\nmeet certain of the other NYSE American or Nasdaq listing standards. The Reverse Stock Split is merely the first step toward an uplisting\non NYSE American or Nasdaq. Even if stockholders approve Proposal No. 2, there can be no assurance that (i) we will effectuate the Reverse\nStock Split, (ii) we will meet the NYSE American and/or Nasdaq listing standards, (iii) we will apply to have our common stock listed\non NYSE American or Nasdaq, or (iv) our common stock will be approved for listing on NYSE American or Nasdaq. Additionally, in no event\nwill the Reverse Stock Split be effectuated until it has been processed by FINRA. Even if stockholders approve Proposal No. 2, there\ncan be no assurance that FINRA will process the Reverse Stock Split.\n\n \n\n \n\n \n\n \n\n*To\npotentially improve the liquidity of our common stock.*\n\n \n\nA\nReverse Stock Split could allow a broader range of institutions to invest in our common stock (namely, funds that are prohibited from\nbuying stocks whose price is below a certain threshold), potentially increasing trading volume and liquidity of our common stock and\npotentially decreasing the volatility of our common stock if institutions become long-term holders of our common stock. A Reverse Stock\nSplit could help increase analyst and broker interest in our common stock as their policies can discourage them from following or recommending\ncompanies with low stock prices.\n\n \n\nBecause\nof the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies\nand practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending\nlow-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically\nunattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage\nof the stock price than commissions on higher-priced stocks, a low average price per share of common stock can result in individual stockholders\npaying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.\n\n \n\n**Certain\nRisks Associated with a Reverse Stock Split**\n\n \n\nThere\ncan be no assurance that the Reverse Stock Split will increase the market price of the common stock and have the desired effect of achieving\ncompliance with the Minimum Bid Price Requirement. The Board believes that a Reverse Stock Split has the potential to increase the market\nprice of our common stock so that we may be able to satisfy the Minimum Bid Price Requirement. However, the long- and near-term effect\nof the Reverse Stock Split upon the market price of the common stock cannot be predicted with any certainty.\n\n \n\nAs\nof the Record Date, the closing price of our common stock was $0.06. Historically, however, the closing price of our common stock\nduring Fiscal 2025 has traded as low as $0.03 per share to a high of $0.16 per share. As a result, we cannot be assured of compliance\nwith the Minimum Bid Price Requirement in the future, even if the Reverse Stock Split is effectuated. There can be no assurance that\na Reverse Stock Split will increase the market price of our common stock so that we may be able to meet the Minimum Bid Price Requirement,\nthat we would meet the other listing criteria on a national stock exchange, or that we will be able to maintain compliance with the Minimum\nBid Price going forward.\n\n \n\nThe\nproposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs. The liquidity of\nour common stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that will be outstanding after\nthe Reverse Stock Split, particularly if the per share trading price does not increase as a result of the Reverse Stock Split. In addition,\nif the Reverse Stock Split is implemented, it may increase the number of our stockholders who own “odd lots” of fewer than\n100 shares of common stock. Brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of\ntransactions of more than 100 shares of common stock. Accordingly, the Reverse Stock Split may not result in increasing the marketability\nof our common stock.\n\n \n\nFurther,\nfollowing any reverse stock split, we will continue to require significant proceeds from sales of our debt or equity securities to fund\nour operations for the near future, which will cause further dilution to stockholders. The issuance of a substantial number of shares\nof common stock or securities convertible into or exercisable for common stock in the future could cause downward pressure on the price\nof our common stock and there is no assurance that the market price for our common stock will remain at a level sufficient to satisfy\nthe Minimum Bid Price Requirement.\n\n \n\nEven\nif a Reverse Stock Split enables us to meet the Minimum Bid Price Requirement, we may be unable to meet the other criteria of listing\non NYSE American or Nasdaq. Further, the Reverse Stock Split may not result in a per share price that would attract brokers and investors\nwho do not trade in lower priced stocks.\n\n \n\n \n\n \n\n \n\nA\nReverse Stock Split would affect all of our common stockholders uniformly and would not affect any stockholder’s percentage ownership\ninterests or proportionate voting power. The other principal effects of the Reverse Stock Split will be that:\n\n \n\n \n●\nthe\nnumber of issued and outstanding shares of common stock will be reduced proportionately based on the final Reverse Stock Split ratio,\nas determined by the Board; and\n\n \n \n \n\n \n●\nalthough\nour authorized capital stock will remain the same, the number of shares of our authorized common stock that are unissued and not\nreserved for future issuance will increase.\n\n \n\nAlthough\nthe number of outstanding shares of common stock would decrease following the Reverse Stock Split, the Board does not intend for a Reverse\nStock Split to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.\n\n \n\nThe\nfollowing table reflects the number of shares of common stock that would be outstanding as a result of the effectiveness of the\nReverse Stock Split Amendment and the approximate percentage reduction in the number of outstanding shares based on 231,229,054\nshares of common stock issued and outstanding on the Record Date. As of the Record Date, we had 449,770,946 shares of common stock\navailable for issuance. The following table also shows the shares that would be available for issuance at various ratios that the\nBoard of Directors may consider if the Reverse Stock Split is effectuated.\n\n \n\nReverse\nStock\n\nSplit Ratio\n \n\nApproximate\n\nPercentage\nReduction\n  \n\nApproximate Shares of Common Stock to be Outstanding After the\n\nReverse Stock Split\n  \n\nShares of Common Stock Available for Issuance After the\n\nReverse Stock Split\n \n\n  \n   \n   \n  \n\n1-for-2 \n 50.0% \n 115,614,527  \n 565,385,473 \n\n1-for-50 \n 98.0% \n 4,624,582  \n 676,375,418 \n\n1-for-100 \n 99.0% \n 2,312,291  \n 678,687,709 \n\n1-for-200 \n 99.5% \n 1,156,146  \n 679,843,854 \n\n \n\n**Effect\nof Reverse Stock Split and Potential Anti-Takeover Effect**\n\n \n\nManagement\ndoes not anticipate that our financial condition, the percentage ownership of common stock by management, the number of our stockholders,\nor any aspect of our business will materially change as a result of the Reverse Stock Split. Because the Reverse Stock Split would apply\nto all issued and outstanding shares of common stock and outstanding rights to purchase common stock or to convert other securities into\ncommon stock, the proposed Reverse Stock Split would not alter the relative rights and preferences of existing stockholders. However,\nthe number of shares of common stock outstanding will be decreased, while the number of authorized but unissued shares will be increased.\n\n \n\nManagement\ndoes not currently plan to use the increase in our authorized but unissued shares that will result from the Reverse Stock Split to make\nit more difficult or to discourage a future merger, tender offer or proxy contest or the removal of incumbent management. This Proposal\nNo. 2 is not the result of management’s knowledge of an effort to accumulate our securities or to obtain control of the Company\nby means of a merger, tender offer, solicitation or otherwise.\n\n \n\nThe\nReverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares\nmay be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots may be higher than the costs of\ntransactions in “round lots” of even multiples of 100 shares.\n\n \n\nAfter\nthe effective time of the Reverse Stock Split, our common stock will have a new Committee on Uniform Securities Identification Procedures,\nor CUSIP, number, which is a number used to identify our common stock.\n\n \n\nThe\nproposed Reverse Stock Split will have no impact on the total authorized capital stock, or on the par value of our securities.\n\n* *\n\n \n\n \n\n* *\n\nAs\na result of the Reverse Stock Split, at the effective time of the Reverse Stock Split, the stated capital on the Company’s balance\nsheet attributable to our common stock, which consists of the par value per share of our common stock multiplied by the aggregate number\nof shares of our common stock issued and outstanding, will be reduced in proportion to the Reverse Stock Split ratio chosen by the Board.\nCorrespondingly, the Company’s additional paid-in capital account, which consists of the difference between the Company’s\nstated capital and the aggregate amount paid to the Company upon issuance of all currently outstanding shares of common stock, will be\ncredited with the amount by which the stated capital is reduced. The Company’s stockholders’ equity, in the aggregate, will\nremain unchanged. The historical earnings or loss per share of our common stock reported in all financial reports published after the\neffective date of the Reverse Stock Split will be restated to reflect the proportionate decrease in the number of outstanding shares\nof common stock for all periods presented so that the results are comparable.\n\n \n\n**Fractional\nShares**\n\n \n\nIn\nthe case of common stock registered directly on the books of Computershare, our transfer agent, if the Reverse Stock Split ratio determined\nto be implemented by the Board, if any, will result in fractional shares, we will not issue fractional shares. Instead, stockholders\nwho otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse\nStock Split ratio will automatically be entitled to receive an additional fraction of a share of our common stock to round up to the\nnext whole share.\n\n \n\nIn\nthe case of common stock held through a broker, bank or nominee, your broker, bank or nominee will determine the process for dealing\nwith any entitlements to fractional shares of common stock.\n\n \n\nUpon\nthe effectiveness of the Reverse Stock Split, we intend to treat shares of common stock held by stockholders in “street name,”\nthrough a bank, broker, or other nominee, in the same manner as registered stockholders whose shares of common stock are registered in\ntheir names. Banks, brokers, or other nominees will be instructed to effectuate the Reverse Stock Split for their beneficial holders\nholding the common stock in “street name.” However, these banks, brokers or other nominees may have different procedures\nthan registered stockholders for processing the Reverse Stock Split. If a stockholder holds shares of common stock with a bank, broker\nor other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, or other nominee.\n\n** **\n\n**Procedure\nfor Effecting Reverse Stock Split**\n\n \n\nIf\nthe Board decides to implement a Reverse Stock Split, the Reverse Stock Split will become effective on the date the Reverse Stock Split\nAmendment is filed with the Secretary of State of the State of Delaware (or at such other time as set forth therein); *provided, however,*that in no event will the Reverse Stock Split be effectuated until it has been processed by FINRA. The time of such filing, if any,\nwill be determined by the Board in its sole discretion. Beginning on the effective time of the Reverse Stock Split, each certificate\nrepresenting pre-Reverse Stock Split shares of common stock will be deemed for all corporate purposes to evidence ownership of post-Reverse\nStock Split shares of common stock.\n\n \n\n**Effective\nTime**\n\n \n\nThe\neffective time of the Reverse Stock Split, if the proposed Reverse Stock Split Amendment is adopted and approved by stockholders and\nthe Reverse Stock Split is implemented at the direction of the Board, will be the date and time that the Reverse Stock Split Amendment\neffectuating the amendment with the ratio selected by the Board is filed with the Secretary of State or such later time as is specified\ntherein. Such filing may occur as shortly after the Annual Meeting or at any time prior to the date that is 12 months from the date of\nthe Annual Meeting; *provided, however,* that in no event will the Reverse Stock Split be effectuated until it has been processed\nby FINRA. The exact timing of the Reverse Stock Split will be determined by our Board based on its evaluation as to when such action\nwill be the most advantageous to the Company and its stockholders, and the effective date will be publicly announced by the Company.\n\n \n\n \n\n \n\n \n\nThe\nBoard reserves the right to withdraw Proposal No. 2 relating to the Reverse Stock Split and, if such proposal is withdrawn, all references\nin the Company’s proxy materials to voting for Proposal No. 2 should be disregarded. In addition, the Reverse Stock Split may be\ndelayed or abandoned without further action by the stockholders at any time prior to effectiveness of the Reverse Stock Split Amendment\nwith the Secretary of State, notwithstanding stockholder adoption and approval of the Reverse Stock Split Amendment, if the Board, in\nits sole discretion, determines that it is in the best interests of the Company and its stockholders to delay or abandon the Reverse\nStock Split. If the Reverse Stock Split Amendment implementing the Reverse Stock Split has not been filed with the Secretary of State\non or before the date that is 12 months from the date of the Annual Meeting, the Board will be deemed to have abandoned the Reverse Stock\nSplit.\n\n \n\n**Certain\nU.S. Federal Income Tax Consequences of the Reverse Stock Split**\n\n \n\nThe\nfollowing discussion is a general summary of certain U.S. federal income tax consequences of the reverse split that may be relevant to\nU.S. Holders (as defined below) of our common stock but does not purport to be a complete analysis of all potential tax effects. The\neffects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not\ndiscussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated\nthereunder (the “Treasury Regulations”), judicial decisions, and published rulings and administrative pronouncements of the\nU.S. Internal Revenue Service (“IRS”), in each case in effect as of the date hereof. These authorities may change or be subject\nto differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely\naffect a holder of our common stock. We have not sought and will not seek an opinion of counsel or any rulings from the IRS regarding\nthe matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding\nthe tax consequences of the reverse split.\n\n \n\nThis\ndiscussion is limited to holders that hold our common stock as “capital assets” within the meaning of Section 1221 of the\nCode (generally, property held for investment). This discussion does not address all aspects of U.S. federal income tax consequences\nrelevant to such holders’ particular circumstances, including the impact of the tax on net investment income imposed by Section\n1411 of the Code. In addition, it does not address consequences relevant to holders subject to particular rules, including, without limitation:\n\n \n\n \n●\npersons\nthat are not U.S. Holders (as defined below);\n\n \n●\npersons\nsubject to the alternative minimum tax;\n\n \n●\nU.S.\nHolders (as defined below) whose functional currency is not the U.S. dollar;\n\n \n●\npersons\nholding our common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or\nother integrated investment;\n\n \n●\nbanks,\ninsurance companies or other financial institutions;\n\n \n●\nreal\nestate investment trusts or regulated investment companies;\n\n \n●\nbrokers,\ndealers, or traders in securities;\n\n \n●\nS\ncorporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors\ntherein);\n\n \n●\ntax-exempt\norganizations or governmental organizations;\n\n \n●\npersons\ndeemed to sell our common stock under the constructive sale provisions of the Code;\n\n \n●\npersons\nwho hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and\n\n \n●\ntax-qualified\nretirement plans.\n\n \n\nIf\nan entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the\npartnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner\nlevel. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their own tax advisors\nregarding the U.S. federal income tax consequences to them.\n\n \n\n \n\n \n\n \n\nTHIS\nDISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN\nTAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES\nOF THE REVERSE STOCK SPLIT ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE,\nLOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.\n\n \n\nFor\npurposes of the discussion below, a “U.S. Holder” is a beneficial owner of shares of our common stock that for U.S. federal\nincome tax purposes is or is treated as: (1) an individual who is a citizen or resident of the United States; (2) a corporation created\nor organized under the laws of the United States, any state thereof, or the District of Columbia; (3) an estate the income of which is\nsubject to U.S. federal income tax regardless of its source; or (4) a trust that (a) is subject to the primary supervision of a U.S.\ncourt and the control of one of more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or\n(b) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.\n\n \n\nA\nreverse split should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, a U.S. Holder generally\nshould not recognize gain or loss upon the reverse split, except with respect to cash received in lieu of a fractional share of our common\nstock. A U.S. Holder’s aggregate tax basis in the shares of our common stock received pursuant to the reverse split should equal\nthe aggregate tax basis of the shares of our common stock surrendered (excluding any portion of such basis that is allocated to any fractional\nshare of our common stock), and such U.S. Holder’s holding period in the shares of our common stock received should include the\nholding period in the shares of our common stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis\nand holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the reverse split.\nHolders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding\nthe allocation of the tax basis and holding period of such shares.\n\n \n\n*Information\nReporting and Backup Withholding.*A U.S. Holder (other than corporations and certain other exempt recipients) may be subject to information\nreporting and backup withholding when such holder receives cash in lieu of a fractional share of our common stock pursuant to the reverse\nsplit. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder does not provide its\ntaxpayer identification number in the manner required or otherwise fails to comply with applicable backup withholding tax rules. Backup\nwithholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit\nagainst the U.S. Holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.\nU.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures\nfor obtaining such an exemption.\n\n \n\n**Appraisal\nRights**\n\n \n\nThere\nare no rights of appraisal or similar rights of dissenters with respect to this proposal.\n\n \n\n**Interests\nof Officers and Directors in this Proposal**\n\n** **\n\nOur\nofficers and Directors do not have any substantial interest, direct or indirect, in this proposal.\n\n \n\n**Required\nVote of Stockholders**\n\n \n\nThe\naffirmative vote of the holders of a majority of the voting shares of our common stock is required to approve this proposal.\n\n \n\n**Board\nRecommendation**\n\n** **\n\nThe\nBoard of Directors unanimously recommends a vote “**FOR**” Proposal No. 2.\n\n \n\n \n\n \n\n \n\n**PROPOSAL\nNO. 3**\n\n \n\n**RATIFICATION\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nOur\nBoard has selected RBSM to audit our financial statements for Fiscal 2026. RBSM acted as our independent registered public accounting\nfirm for Fiscal 2025.\n\n \n\nAlthough\nstockholder approval of the selection of RBSM is not required by law, our Board believes it is advisable to give stockholders an opportunity\nto ratify this selection. If this proposal is not approved at the Annual Meeting, the Board may reconsider its selection of RBSM.\n\n \n\n**Fees\nof Independent Registered Public Accounting Firm**\n\n \n\nRBSM\nacted as our independent registered public accounting firm for Fiscal 2025 and Fiscal 2024. The following table shows the fees that we\nincurred for audit and other services provided by RBSM for such fiscal years.\n\n \n\n  \nFiscal Year Ended September 30, \n\n  \n2025  \n2024 \n\nAudit Fees (1) \n$147,000  \n$137,250 \n\nAudit-related Fees (2) \n 10,000  \n 10,000 \n\nTax Fees (3) \n 34,000  \n 59,100 \n\nOther Fees \n 5,000  \n 8,525 \n\nTotal \n$196,000  \n$214,875 \n\n \n\n(1)\nAudit\nfees represent fees for professional services provided in connection with the audit of our annual financial statements and the review\nof our financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided in connection\nwith statutory or regulatory filings. RBSM was our only provider of audit services.\n\n \n \n\n(2)\nAudit-related\nfees represent fees for professional services provided in connection with the preparation of Form S-8. RBSM was our only provider\nof audit-related services.\n\n \n \n\n(3)\n\nTax\nfees represent fees for professional services related to tax compliance, tax advice and tax\nplanning.\n\n \n\n**Pre-Approval\nPolicies and Procedures**\n\n \n\nAll\naudit-related services, tax services and other services rendered by RBSM were pre-approved by our Board. The Audit Committee has adopted\na pre-approval policy that provides for the pre-approval of all services performed for us by our independent registered public accounting\nfirm. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding\nthe extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy, and\nthe fees for the services performed to date.\n\n \n\n**Interests\nof Officers and Directors in this Proposal**\n\n \n\nOur\nofficers and Directors do not have any substantial interest, direct or indirect, in this proposal.\n\n \n\n**Required\nVote of Stockholders**\n\n \n\nThe\naffirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the appointment of the independent registered\npublic accounting firm.\n\n \n\n**Board\nRecommendation**\n\n \n\nThe\nBoard unanimously recommends a vote “**FOR**” the ratification of the appointment of RBSM as our independent registered\npublic accounting firm.\n\n \n\n \n\n \n\n \n\n**AUDIT\nCOMMITTEE REPORT**\n\n \n\n*The\nfollowing Audit Committee Report shall not be deemed to be “soliciting material,” deemed “filed” with the SEC\nor subject to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company’s\nprevious filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate by reference future filings,\nincluding this proxy statement, in whole or in part, the following Audit Committee Report shall not be incorporated by reference into\nany such filings.*\n\n \n\nThe\nprimary function of the Audit Committee is to assist the Board of Directors in its oversight of the Company’s financial reporting\nprocesses. Management is responsible for the Company’s financial statements and overall reporting process, including the system\nof internal controls. The independent registered public accounting firm is responsible for conducting annual audits and quarterly reviews\nof the Company’s financial statements and expressing an opinion as to the conformity of the annual financial statements with generally\naccepted accounting principles.\n\n \n\nThe\nAudit Committee submits the following report pursuant to the SEC rules:\n\n \n\n \n●\nWe\nhave reviewed and discussed with management and RBSM, LLP (“RBSM”), our independent registered public accounting\nfirm, our audited financial statements as of and for the fiscal year ended September 30, 2025.\n\n \n \n \n\n \n●\nRBSM\nhas advised management of the Company and the Audit Committee that it has discussed with them all the matters required to be discussed\nby applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.\n\n \n \n \n\n \n●\nWe\nhave received the written disclosures and the letter from RBSM required by applicable requirements of the PCAOB regarding RBSM’s\ncommunications with the Audit Committee concerning independence, and have discussed with RBSM, their independence from management\nand the Company. Based on this evaluation and discussion, we have recommended that RBSM be selected as the Company’s independent\nregistered public accounting firm for the fiscal year ending September 30, 2026.\n\n \n \n \n\n \n●\nBased\non the review and discussions referred to above, as well as representations of RBSM and the audit opinion presented by RBSM on the\n2025 Financial Statements, we recommended to the Board that the 2025 Financial Statements be included in our Annual Report on Form\n10-K for the fiscal year ended September 30, 2025, for filing with the SEC.\n\n \n\n \n*Submitted\nby the Audit Committee,*\n\n \n \n\n \nHugh\nRegan, Jr., Chairman\n\n \n \n\n \nRobert\nBrown\n\n \n \n\n \nDeborah\nMacConnel (1)\n\n \n\n(1)Ms.\nMacConnel is not standing for re-election as a Director at the Annual Meeting. Accordingly,\nimmediately following the Annual Meeting, Ms. MacConnel will cease to be a Director.\n\n \n\n \n\n \n\n \n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS**\n\n**AND\nMANAGEMENT AND RELATED STOCKHOLDER MATTERS**\n\n \n\nThe\nfollowing table sets forth information regarding the beneficial ownership of our common stock as of the Record Date by (i) each Named\nExecutive Officer, (ii) each member of our Board, (iii) each person deemed to be the beneficial owner of more than 5% of our common stock,\nand (iv) all of our executive officers and Directors as a group. Unless otherwise indicated, each person named in the following table\nis assumed to have sole voting power and investment power with respect to all shares of our stock listed as owned by such person. The\naddress of each person is deemed to be the address of the Company unless otherwise noted.\n\n \n\nBeneficial\nownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities.\nThese rules generally provide that shares of common stock subject to options, warrants or other convertible securities that are currently\nexercisable or convertible, or exercisable or convertible within 60 days of the Record Date, are deemed to be outstanding and to be beneficially\nowned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage\nownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other\nperson or group. The percentages are based upon 231,229,054 shares of our common stock outstanding as of the Record Date.\n\n \n\nName of Beneficial Owner \n\nAmount and\n\nNature of\n\nBeneficial\n\nOwnership (1)\n  \n\nPercent of\n\nClass\n \n\nExecutive Officers and Directors: \n    \n   \n\nRobert Brown (2) \n 380,555  \n *\n\nBrian Haugli (3) \n 88,780,977  \n 38.40%\n\nNick Hnatiw (4) \n 14,699,729  \n 6.34%\n\nDeborah MacConnel (5) \n 730,557  \n *\n\nRyan Polk (6) \n 1,623,866  \n *\n\nHugh Regan, Jr. (7) \n 758,335  \n *\n\nAnna Seacat\n\n \n -  \n * \n\nAll Directors and executive officers as a group (7 persons) \n 106,944,019(8) \n 46.25%\n\nOther 5% or Greater Stockholders: \n    \n   \n\nNone \n    \n   \n\n \n\n*Less\nthan 1%\n\n \n\n \n(1)\nIncludes\nshares of common stock that individuals have the right to acquire within 60 days of the Record Date.\n\n \n\n \n\n \n\n \n\n \n(2)\nIn\naddition, as of the Record Date, Mr. Brown has an aggregate of 733,334 unvested RSUs.\n\n \n(3)\nIn\naddition, as of the Record Date, Mr. Haugli has an aggregate of 4,642,361 unvested RSUs.\n\n \n(4)\nIn\naddition, as of the Record Date, Mr. Hnatiw has an aggregate of 1,129,631 unvested RSUs.\n\n \n(5)\nIn\naddition, as of the Record Date, Ms. MacConnel has an aggregate of 733,334 unvested RSUs.\n\n \n(6)\nIn\naddition, as of the Record Date, Mr. Polk has an aggregate of 3,113,426 unvested RSUs.\n\n \n(7)\nIn\naddition, as of the Record Date, Mr. Regan has an aggregate of 733,334 unvested RSUs.\n\n \n(8)\nIn\naddition, as of the Record Date, the executive officers and directors, as a group, have an aggregate of 11,085,420 unvested RSUs.\n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\nFrom\ntime to time, the Company makes equity compensation awards to employees, directors, and contractors pursuant to the Equity Incentive\nPlan which included a reserve of 8.0 million shares for awards. The Equity Incentive Plan also allows for an annual increase in\nthe reserve up to an amount approximately equal to 5% of the fully diluted outstanding shares at the end of the prior\ncalendar year. On June 29, 2022, the Board of Directors authorized an 8,186,106 increase in the shares reserved for the Equity Incentive\nPlan. On February 15, 2024, the Board of Directors authorized an increase of 13,599,334 in the shares reserved for the Equity Incentive\nPlan. On February 3, 2025, the Board of Directors authorized an increase of 14,196,898 in the shares reserved for the Equity Incentive\nPlan. Awards granted under the Equity Incentive Plan in lieu of compensation are exempt from counting against the reserve.\n\n \n\nEquity Incentive Plan Reserve \n  \n\n(In thousands) \n  \n\n  \n  \n\nInitial Reserve at September 13, 2021 \n 8,000 \n\nNon-exempt awards \n (36,280)\n\nForfeitures \n 3,983 \n\nAnnual reserve increases \n 35,982 \n\nReserve at September 30, 2025 \n 11,685 \n\n  \n   \n\nReserve percent of outstanding shares at September 30, 2025 \n 5.1%\n\n \n\nThe\nCompany has granted and intends to continue granting RSUs to Directors, employees, and certain contractors with service-based vesting\nconditions. The RSUs vest over a 3-year service period. The following table summarizes the activity of our RSUs granted under our Equity\nIncentive Plan.\n\n \n\n \n\n \n\n \n\n*RSUs*\n\n \n\nOutstanding RSU Grants \n\nNumber\nof\n\nRSUs\n  \n\nWeighted\n\nAverage\n\nGrant Date\n\nValue Per\n\nRSU\n \n\n(In thousands) \n    \n   \n\n  \n    \n   \n\nOutstanding Grants at September 30, 2023 \n 8,637  \n$0.10 \n\nGranted \n 11,047  \n 0.05 \n\nVested \n (6,537) \n 0.08 \n\nCanceled/Forfeited \n (2,000) \n 0.10 \n\nOutstanding Grants at September 30, 2024 \n 11,148  \n 0.06 \n\n  \n    \n   \n\nGranted \n 11,498  \n 0.04 \n\nVested \n (6,399) \n 0.06 \n\nCanceled/Forfeited \n (946) \n 0.06 \n\nOutstanding Grants at September 30, 2025 \n 15,301  \n$0.05 \n\n \n\nThe\nweighted-average remaining vesting period of RSUs at September 30, 2025, was 1.85 years. The total grant-date\nfair value of RSUs vested during Fiscal 2025 and Fiscal 2024 was $414 thousand, and $554 thousand, respectively.\n\n \n\n*Stock\nOptions*\n\n \n\nThe\nfollowing table summarizes the Fiscal 2025 activity of our stock options granted under the Equity Incentive Plan. We did not grant\nstock options during Fiscal 2025. On December 20, 2024, our Board of Directors authorized the termination of stock options previously\nawarded to independent directors.\n\n \n\nOutstanding Stock Options \nNumber of \n\n(In thousands) \nStock Options \n\nOutstanding Grants at September 30, 2024 \n 3,300 \n\nGranted \n — \n\nVested \n — \n\nCanceled/Forfeited \n (3,300)\n\nOutstanding Grants at September 30, 2025 \n — \n\n \n\n**EXISTING\nEQUITY COMPENSATION PLAN INFORMATION**\n\n \n\nThe\ntable below shows information with respect to all our equity compensation plans as of September 30, 2025.\n\n \n\nPlan category \n\n**Number of**\n\n**securities**\n\n**to be issued**\n\n**upon**\n\n**exercise of**\n\n**outstanding**\n\n**options,**\n\n**warrants and**\n\n**rights (1)**\n  \n\n**Weighted-**\n\n**average**\n\n**exercise price of**\n\n**outstanding**\n\n**options,**\n\n**warrants**\n\n**and rights**\n  \n\n**Number of**\n\n**securities**\n\n**remaining**\n\n**available for**\n\n**future issuance**\n\n**under equity**\n\n**compensation**\n\n**plans**\n\n**(excluding**\n\n**securities**\n\n**reflected in**\n\n**column (1))**\n \n\n(in thousands) \n   \n   \n  \n\nEquity compensation plans approved by security holders \n 15,300,823  \n$0.05  \n 11,685,395 \n\nEquity compensation plans not approved by security holders \n N/A  \n$N/A  \n N/A \n\n \n\n(1)\nThis\nrepresents 15,300,823 RSUs.\n\n \n\n**DELINQUENT\nSECTION 16(A) REPORTS**\n\n \n\nSection\n16(a) of the Exchange Act requires our Directors, executive officers, and holders of more than 10% of our common stock to file with the\nSEC initial reports of ownership and reports of changes in the ownership of our common stock and other equity securities. Such persons\nare required to furnish us copies of all Section 16(a) filings. Based solely upon a review of the copies of the forms furnished to us,\nwe believe that our Directors, executive officers, and holders of more than 10% of our common stock complied with all applicable filing\nrequirements.\n\n \n\n \n\n \n\n \n\n**CERTAIN\nRELATIONSHIPS AND RELATED PARTY TRANSACTIONS**\n\n \n\nExcept\nas discussed above under the caption “Executive Compensation”, the following sets forth a summary of all transactions since\nOctober 1, 2024, or any currently proposed transaction, in which we were to be a participant and the amount involved exceeded\nor exceeds the lesser of $120,000 or 1% of the average of our total assets at the fiscal year-end for September 30, 2025 and 2024, and\nin which any Director, officer, or any stockholder owning greater than 5% of our outstanding voting shares, nor any member of the above\nreferenced individual’s immediate family, had or will have a direct or indirect material interest (other than compensation described\nabove under “Executive Compensation” and/or “Director Compensation”). We believe the terms obtained or consideration\nthat we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the\namounts that would be paid or received, as applicable, in arm’s-length transactions.\n\n \n\n*Other\nPayments*\n\n \n\nBrian\nHaugli, our Chief Executive Officer and a greater than 5% stockholder in the Company, is also a principal stockholder of RealCISO Inc.\n(“RealCISO”). In September 2020, SideChannel assigned to RealCISO certain contracts and intellectual property. We are a reseller\nof the RealCISO software. We receive revenue from our customers for the use of RealCISO software and pay licensing fees to RealCISO for\nsuch use. For Fiscal 2025 and Fiscal 2024, SideChannel paid $75 thousand and $30 thousand to RealCISO for licenses, respectively.\n\n \n\nWe\nalso received $34 thousand and $122 thousand from RealCISO for software development services that we provided Real CISO during Fiscal\n2025 and 2024, respectively. We expect to continue to engage with RealCISO for software development services during Fiscal 2026.\n\n \n\nOn\nOctober 13, 2023, the Association of the US Army (“AUSA”) signed an agreement for a cybersecurity risk assessment for approximately\n$24 thousand. On February 15, 2024, the President of AUSA, Retired U.S. Army General Robert Brown, joined our Board. On July 8, 2024,\nAUSA signed an agreement for recurring vCISO Services which generated approximately $9 thousand of revenue in Fiscal 2024 and\n$54 thousand of annual revenue in Fiscal 2025 for the Company before terminating in March 2025. SideChannel reserved booth\nspace at the AUSA Global Force Symposium held in March 2025 and paid $8 thousand to AUSA for this event.\n\n \n\n*Review,\nApproval or Ratification of Transactions with Related Parties*\n\n \n\nOur\nBoard reviews and approves transactions with Directors, officers, and holders of five percent or more of our voting securities and their\naffiliates, each a related party. The material facts as to a related party’s relationship or interest in the transaction are disclosed\nto our Board prior to their consideration of such transaction. Further, when stockholders are entitled to vote on a transaction with\na related party, the material facts of the related party’s relationship or interest in the transaction are disclosed to the stockholders,\nwho must approve the transaction in good faith. We do not have a related party transactions policy in place.\n\n \n\n**OTHER\nMATTERS**\n\n \n\nThe\nBoard knows of no other business, which will be presented to the Annual Meeting. If any other business is properly brought before the\nAnnual Meeting, proxies will be voted in accordance with the judgment of the persons voting the proxies. The proxy also has discretionary\nauthority to vote to adjourn the Annual Meeting, including for the purpose of soliciting votes in accordance with our Board’s recommendations.\n\n \n\nIf\nyou do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum,\nplease sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, we will cancel\nyour previously submitted proxy.\n\n \n\n \n\n \n\n \n\n**STOCKHOLDER\nPROPOSALS AND NOMINATIONS FOR DIRECTOR**\n\n \n\nFor\nbusiness (including, but not limited to, Director nominations) to be properly brought before an annual meeting by a stockholder, the\nstockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given written\nnotice of the Proposing Stockholder’s nomination or proposal, either by personal delivery or by United States mail to the Secretary\nof the Company not later than 60 calendar days prior to the date such annual meeting is to be held. If the current year’s meeting\nis called for a date that is not within 30 days of the anniversary of the previous year’s annual meeting, notice must be received\nnot later than 10 calendar days following the day on which public announcement of the date of the annual meeting is first made. In no\nevent will an adjournment or postponement of an annual meeting of stockholders begin a new time period for giving a Proposing Stockholder’s\nnotice as provided above.\n\n \n\nA\nProposing Stockholder’s notice must comply with SEC regulations, as well as the provisions of our Bylaws and shall include, but\nnot be limited to, as to each matter the Proposing Stockholder proposes to bring before the annual meeting:\n\n \n\n(a)\nThe name and address of the Proposing Stockholder, and the classes and number of shares of the corporation held by the Proposing Stockholder.\n\n \n\n(b)\nIf the notice is in regard to a nomination of a candidate for election as Director: (a) the name, age, and business and residence address\nof the candidate; (b) the principal occupation or employment of the candidate; and (c) the class and number of shares of the corporation\nbeneficially owned by the candidate.\n\n \n\n(c)\nIf the notice is about a proposal other than a nomination of a candidate for election as Director, a brief description of the business\ndesired to be brought before the meeting and the material interest of the Proposing Stockholder in such proposal.\n\n \n\nStockholders\nwho intend to have a proposal considered at our next Annual Meeting of Stockholders must submit the proposal to us at our corporate headquarters\nno later than September 4, 2026, which proposal must be made in accordance with the provisions of our Bylaws and SEC regulations.\n\n \n\nAdditionally,\nto comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of Director nominees other\nthan our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, including a statement\nthat the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote\non the election of directors, by the same deadline as disclosed above. If any change occurs with respect to such stockholder’s\nintent to solicit the holders of shares representing at least 67% of such voting power, such stockholder must notify us promptly. If\nthe date of the Annual Meeting is changed by more than 30 calendar days from such anniversary date, however, then the stockholder must\nprovide notice by the later of 60 calendar days prior to the date of the Annual Meeting and the tenth calendar day following the date\non which public announcement of the date of the Annual Meeting is first made.\n\n \n\n**ADDITIONAL\nINFORMATION**\n\n \n\n**Householding**\n\n \n\nThe\nSEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Proxy Availability\nNotice or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice\nor other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as householding, potentially\nprovides extra convenience for stockholders and cost savings for companies. Stockholders who participate in householding will continue\nto be able to access and receive separate proxy cards.\n\n \n\n \n\n \n\n \n\nBrokers\nwith account holders who are our stockholders may be “householding” our proxy materials. A Notice or proxy materials will\nbe delivered in one single envelope to multiple stockholders sharing an address unless contrary instructions have been received from\none or more of the affected stockholders. Once you have received notice from your broker that they will be householding communications\nto your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no\nlonger wish to participate in householding and would prefer to receive a separate Notice or proxy materials, please notify your broker,\nor submit a request in writing to our Secretary, c/o SideChannel, Inc., 146 Main Street, Suite 405, Worcester, MA 01608. Stockholders\nwho currently receive multiple copies of the Notice or proxy materials at their address and would like to request householding of their\ncommunications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone\nnumber above, a separate copy of the Notice or proxy materials to a stockholder at a shared address to which a single copy of the documents\nwas delivered.\n\n \n\n**Annual\nReports and Form 10-K**\n\n \n\nCopies\nof our Annual Report on Form 10-K for Fiscal 2025 may be obtained without charge by writing to the Company’s Secretary,\nSideChannel, Inc., 146 Main Street, Suite 405, Worcester, MA 01608, The Notice, our Annual Report on Form 10-K and this proxy\nstatement are also available online at *https://investors.sidechannel.com/sec-filings*.\n\n \n\n \nBy\nOrder of the Board of Directors,\n\n \n \n\nJanuary\n2, 2026\n*/s/\nRyan Polk*\n\n \nRyan\nPolk\n\n \n*Secretary\nof the Board of Directors*\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n** **"}