{"url_path":"/sec/sdch/proxy/2026-02-11/000149315226006232","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-02-11","source_url":"https://www.sec.gov/Archives/edgar/data/1022505/0001493152-26-006232-index.html","accession_number":"0001493152-26-006232","cik":"0001022505","ticker":"SDCH","issuer_name":"SideChannel, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1022505/0001493152-26-006232-index.html","primary_entity_key":"0001022505","primary_entity_name":"SideChannel, Inc."},"word_count":5707,"has_tables":true,"body_markdown":"DEFA14A\n1\nformdefa14a.htm\nDEFA14A\n\n \n\n \n\n \n\n**UNITED\nSTATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**Washington,\nD.C. 20549**\n\n \n\n**SCHEDULE\n14A**\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,\nInc.**\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**SIDECHANNEL,\nINC.**\n\n**146\nMain Street, Suite 405**\n\n**Worcester,\nMA 01608**\n\n**PROXY\nSTATEMENT SUPPLEMENT\nFOR THE ANNUAL MEETING OF STOCKHOLDERS\nTO BE HELD ON FEBRUARY 12, 2026**\n\nThis\nproxy statement supplement dated February 11, 2026, (this “Supplement”) supplements the definitive proxy statement\n(the “Proxy Statement”) filed by SideChannel, Inc. (the “Company”) with the Securities and Exchange Commission\n(the “SEC”) on January 2, 2026, and made available to the Company’s stockholders in connection with the solicitation\nof proxies by the Board of Directors (the “Board”) of the Company for the annual meeting of stockholders (the “2026\nAnnual Meeting”) of the Company to be held on February 12, 2026, at 9:00 a.m. Eastern time. This Supplement is being filed\nwith the SEC on or about February 11, 2026. Each stockholder of record at the close of business on December 19, 2025, is\nentitled to notice of, and to vote at, the 2026 Annual Meeting or any adjournment(s) or postponement(s) thereof.\n\nThis\nSupplement supplements and amends the Proxy Statement as indicated herein. This Supplement should be read in conjunction with the Proxy\nStatement as you consider how to vote your shares. Capitalized terms not defined in this Supplement shall have the meanings ascribed\nto them in the Proxy Statement.\n\nExcept\nas set forth herein, this Supplement does not change the proposals to be acted on at the 2026 Annual Meeting or our Board’s recommendations\nwith respect to the proposals, which are described in the Proxy Statement. Except as specifically supplemented or amended by the information\ncontained in this Supplement, all information set forth in the Proxy Statement continues to apply and should be considered when voting\nyour shares using one of the methods described in the Proxy Statement.\n\n**If\nyou already submitted a proxy card or voting instructions, you do not need to resubmit proxies or voting instructions with different\ndirections, unless you wish to change votes previously cast on Proposal No. 1 or Proposal No. 3.**\n\n**SUPPLEMENTAL\nDISCLOSURE**\n\nThe\nCompany is providing this Supplement to reflect the following updates to the disclosure in the Proxy Statement:\n\n1.\n**Reverse\nStock Split Effective:**After the close of trading on January 22, 2026, the Company effectuated a 1-for-52 reverse stock split\nof the Company’s outstanding shares of common stock. All share and per share amounts throughout the Proxy Statement have been\nupdated in this Supplement in order to give effect to the reverse stock split.\n\n2.\n**Proposal\nNo. 2 Withdrawn:**Proposal No. 2, relating to the amendment of the Certificate of Incorporation 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, with\nsuch ratio to be determined by our Board in its sole discretion, has been withdrawn.\n\n**Effectuation\nof 1-for-52 Reverse Stock Split**\n\nAs\npreviously reported, on February 12, 2025, at the annual meeting of stockholders (the “2025 Annual Meeting”), the\nCompany’s stockholders approved and adopted an amendment to the Certificate of Incorporation to effectuate a reverse stock split\nof 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, with such ratio\nto be determined by the Board in its sole discretion. On August 21, 2025, the Board approved a reverse stock split at a ratio of 1-for-52\n(the “2025 Approved Reverse Split”), subject to processing by the Financial Industry Regulatory Authority (“FINRA”)\nand prevailing market conditions.\n\nAs\nof January 2, 2026, the date on which the Proxy Statement was filed with the SEC and initially sent to stockholders, the Company had\nalready submitted the 2025 Approved Reverse Split to FINRA for review and processing, but FINRA had not yet completed its review. If\nthe 2025 Approved Reverse Split were not effectuated prior to February 12, 2026, the stockholder authorization received at the 2025 Annual\nMeeting would be deemed abandoned. Accordingly, at the 2026 Annual Meeting, the Company was seeking new stockholder approval to authorize\na reverse stock split, as disclosed in the Proxy Statement, in order to maintain the Board’s ability to effectuate such action,\nif and when the Board deemed appropriate.\n\nSubsequent\nto January 2, 2026, FINRA completed its review of the 2025 Approved Reverse Split and the Company effectuated the 2025 Approved Reverse\nSplit.\n\nOn\nJanuary 12, 2026, the Company filed a certificate of amendment to its Certificate of Incorporation (the “Certificate of Amendment”)\nwith the Secretary of State of the State of Delaware to effectuate the 2025 Approved Reverse Split. The Certificate of Amendment was\neffective for state law purposes at 4:00 p.m. Eastern time on January 22, 2026, after the close of trading on the OTCQB. On January 16,\n2026, the Company filed a certificate of correction to the Certificate of Amendment (the “Certificate of Correction”) to\ncorrect a scrivener’s error in the Certificate of Amendment. The Certificate of Amendment indicated that any fractional shares\nresulting from the 2025 Approved Reverse Split would be rounded “to the nearest whole share” of common stock, rather than\nproviding that any fractional shares would be rounded “up to the nearest whole share” of common stock, as the Company intended.\n\nAccordingly,\nat 4:00 p.m. Eastern time on January 22, 2026, after the close of trading on the OTCQB, each 52 shares of issued and outstanding common\nstock (collectively, the “Pre-Split Common Stock”) automatically, and without any action on the part of the holder thereof,\nwas reclassified such that each 52 shares of Pre-Split Common Stock became one share of common stock, with any resulting fractional shares\ncommon stock being rounded up to the nearest whole share of common stock. The Company’s common stock began trading on a post-2025\nApproved Reverse Split basis at market open on January 23, 2026. The 2025 Approved Reverse Split did not affect the authorized number\nof shares of common stock or the par value of the common stock.\n\nThe\n2025 Approved Reverse Split did not affect the voting rights of stockholders, the number of votes entitled to be cast by any stockholder,\nor the manner in which votes are tabulated by the Company’s transfer agent. Votes cast prior to effectiveness of the 2025 Approved\nReverse Split continue to be valid. For clarity and consistency with the Company’s current capital structure, we have disclosed\nshare information in this Supplement as adjusted to reflect the 2025 Approved Reverse Split.\nAfter giving effect to the 2025 Approved Reverse Split basis, there were 231,229,054 (4,446,713 on a post-2025 Approved Reverse Split\nbasis) shares of common stock outstanding as of the Record Date, and a quorum will be present when 115,614,528 (2,223,357 on a\npost-2025 Approved Reverse Split basis) shares of common stock are represented in person or by proxy.\n\n**Removal\nof Proposal No. 2 from Stockholder Consideration**\n\nAs\ndisclosed in the Proxy Statement, stockholders were asked to approve Proposal No. 2, among other things, at the 2026 Annual Meeting.\nThe Board reserved the right to withdraw Proposal No. 2. As disclosed in the Proxy Statement, if Proposal No. 2 was withdrawn, all references\nin the Company’s proxy materials to voting for Proposal No. 2 should be disregarded.\n\nIn\nlight of the fact that the 2025 Approved Reverse Split was effectuated, the Company determined not to seek stockholder approval of Proposal\nNo. 2 and has withdrawn Proposal No. 2 from the agenda for, and from consideration at, the 2026 Annual Meeting. Any information contained\nin the proxy materials regarding Proposal No. 2 should be disregarded. All other proposals presented in the Proxy Statement remain on\nthe agenda for the 2026 Annual Meeting.\n\n2\n\n**Other\nProxy Statement Changes as a Result of Effectuation of 1-for-52 Reverse Stock Split**\n\nIn\naddition to removing Proposal No. 2 from stockholder consideration, certain disclosures in the Proxy Statement have been updated in order\nto demonstrate the effect of the 2025 Approved Reverse Split. In each instance, only the number of shares of common stock, RSUs and/or\nper share amounts, as the case may be, have been changed, and only to give effect to the 2025 Approved Reverse Split. The 2025 Approved\nReverse Split did not affect the voting rights of stockholders, the number of votes entitled to be cast by any stockholder, or the manner\nin which votes are tabulated by the Company’s transfer agent. Votes cast prior to effectiveness of the 2025 Approved Reverse Split\ncontinue to be valid. For clarity and consistency with the Company’s current capital structure, we have disclosed share information\nin this Supplement as adjusted to reflect the 2025 Approved Reverse Split. Except as set forth herein, all information set forth\nin the proxy materials continues to apply.\n\nThe\nfollowing disclosure (changes marked with new text underlined and in bold) amends and supplements the information previously provided\nin the Proxy Statement, and has been restated in its entirety:\n\n●\n**“QUESTIONS\nAND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING—Who is Entitled to Vote?” (page 4)**\n\n**Who\nis Entitled to Vote?**\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 231,229,054\n**(4,446,713 on a post-2025 Approved Reverse Split basis)** shares of common stock, $0.001 par value per share, outstanding.\nEach share of common stock is entitled to one vote that may be cast on each proposal that may come before the Annual Meeting.\n\n●\n**“QUESTIONS\nAND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING—What Constitutes a Quorum?” (page 5)**\n\n**What\nConstitutes a Quorum?**\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 **(2,223,357 on a post-2025 Approved Reverse Split\nbasis)** shares must be represented in person or by proxy to have a quorum at the Annual Meeting. Your shares will be counted\ntowards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if\nyou vote in via the Internet or person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.\nShares owned by the Company are not considered outstanding or considered to be present at the Annual Meeting. If there is not a quorum\nat the Annual Meeting, either the chairperson of the Annual Meeting or our stockholders entitled to vote at the Annual Meeting may adjourn\nthe Annual Meeting.\n\n●\n**“PROPOSAL\nNO. 1—ELECTION OF DIRECTORS—Compensation of Directors—2025 Director Compensation Table” (page 12)**\n\nThe\nfollowing table sets forth summary information concerning the compensation we paid to non-executive Directors for Fiscal 2025:\n\n**2025\nDirector Compensation Table**\n\nName\nFees\nEarned or Paid in Cash\nStock Awards (1)\nAll\nOther Compensation\nTotal\nCompensation\n\nRobert\nBrown\n$15,000\n$33,000\n-\n$48,000\n\nDeborah\nMacConnel\n15,000\n33,000\n-\n48,000\n\nHugh\nRegan\n30,000\n33,000\n-\n63,000\n\n*\nThe table above does not include the amount of any expense reimbursements paid to the above Directors.\n\n3\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●\nMr.\nBrown was awarded 1.1 million **(21,154 on a post-2025 Approved Reverse Split basis)** RSUs with a grant\ndate fair value of $33 thousand vesting over three years beginning on March 1, 2025, and ending on March 1, 2027. Mr. Brown received\n366,666 **(7,051 on a post-2025 Approved Reverse Split basis)** shares of common stock for RSUs that vested during\nFiscal 2025.\n\n●\nMs.\nMacConnel was awarded 1.1 million **(21,154 on a post-2025 Approved Reverse Split basis)** RSUs with a grant\ndate fair value of $33 thousand vesting over three years beginning on March 1, 2025, and ending on March 1, 2027. Ms. MacConnel received\n400,000 **(7,692 on a post-2025 Approved Reverse Split basis)** shares of common stock for RSUs that vested during\nFiscal 2025.\n\n●\nMr.\nRegan was awarded 1.1 million **(21,254 on a post-2025 Approved Reverse Split basis)** RSUs with a grant\ndate fair value of $33 thousand vesting over three years beginning on March 1, 2025, and ending on March 1, 2027. Mr. Regan received\n400,000 **(7,692 on a post-2025 Approved Reverse Split basis)** shares of common stock for RSUs that vested during\nFiscal 2025.\n\n●\n**“EXECUTIVE\nCOMPENSATION—Summary Compensation Table” (page 13)**\n\n**Summary\nCompensation Table**\n\nThe\nfollowing summary compensation table (“SCT”) sets forth certain information concerning all compensation paid, earned or accrued\nfor service by (i) our principal executive officer(s) during Fiscal 2025 and (ii) each of our other two most highly compensated executive\nofficers who served in such capacity at the end of Fiscal 2025 whose total salary and bonus exceeded $100,000 (collectively, the “Named\nExecutive Officers”):\n\n**2025\nSUMMARY COMPENSATION TABLE**\n\nName and Position\nYear\nSalary\nBonus\nStock Awards (1)\nAll Other Compensation (2)\nTotal\n\nBrian Haugli,\n2025\n$327,000\n$-\n$113,892\n$40,387\n$481,279\n\nChief Executive Officer\n2024\n$300,000\n$30,400\n$188,383\n$39,130\n$557,913\n\nNicholas Hnatiw,\n2025\n$236,250\n$-\n$23,333\n$28,813\n$288,397\n\nChief Technology Officer\n2024\n$214,585\n$22,700\n$72,833\n$32,303\n$342,421\n\nRyan Polk,\n2025\n$174,400\n$-\n$75,928\n$15,481\n$265,808\n\nChief Financial Officer\n2024\n$192,917\n$24,200\n$121,422\n$11,668\n$350,207\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\n4\n\n(1)\nRepresents the grant date fair value of RSUs, calculated in accordance with ASC Topic 718. The shares received and the average share\nprice used to determine the compensation value to each officer is listed below:\n\n●\nFor\nFiscal 2025, Mr. Haugli received an aggregate of 2,711,704 **(52,149 on a post-2025 Approved Reverse Split basis)**\nRSUs at an average grant date fair value of $0.04 per share ($2.18 per share on a post-2025 Approved Split basis), vesting\nover three years beginning March 1, 2026, and ending March 1, 2028. Mr. Haugli also received 1,446,810 **(27,824 on a post-2025\nApproved Reverse Split basis)** shares of common stock from the vesting of RSUs granted in prior fiscal years, of which\nhe received a net quantity of 938,835 **(18,054 on a post-2025 Approved Reverse Split basis)** shares of common\nstock after using 507,975 **(9,770 on a post-2025 Approved Reverse Split basis)** shares to pay for income tax withholding.\n\nFor\nthe fiscal year ended September 30, 2024 (“Fiscal 2024”), Mr. Haugli received an aggregate of 3,395,985 **(65,308\non a post-2025 Approved Reverse Split basis)** RSUs at an average grant date fair value of $0.06 per share ($2.89 per share\non a post-2025 Approved Split basis). Of this amount, 2,562,651 **(49,282 on a post-2025 Approved Reverse Split basis)**\nRSUs vest over three years and 833,334 **(16,026 on a post-2025 Approved Reverse Split basis)** RSUs vested immediately.\nOf the RSUs that vested immediately, Mr. Haugli received a net quantity of 567,954 **(10,923 on a post-2025 Approved Reverse Split\nbasis)** shares of common stock after using 265,380 **(5,103 on a post-2025 Approved Reverse Split basis)**\nto pay for income tax withholding. Mr. Haugli also received an additional 592,592 **(11,396 on a post-2025 Approved Reverse Split\nbasis)** shares from the vesting of RSUs granted in prior fiscal years, of which he received a net quantity of 384,532 **(7,395\non a post-2025 Approved Reverse Split basis)** shares of common stock after using 208,060 **(4,001 on a post-2025 Approved\nReverse Split basis)** shares to pay for income tax withholding.\n\n●\nFor\nFiscal 2025, Mr. Hnatiw received an aggregate of 555,556 **(10,684 on a post-2025 Approved Reverse Split basis)**\nRSUs at an average grant date fair value of $0.04 per share ($2.18 per share on a post-2025 Approved Split basis), vesting\nover three years beginning March 1, 2026, and ending March 1, 2028. Mr. Hnatiw also received 527,778 **(10,150 on a post-2025\nApproved Reverse Split basis)** shares of common stock from the vesting of RSUs granted in prior fiscal years, of which\nhe received a net quantity of 345,166 **(6,638 on a post-2025 Approved Reverse Split basis)** shares of common stock\nafter using 182,612 **(3,512 on a post-2025 Approved Reverse Split basis)** shares to pay for income tax withholding.\n\nFor\nFiscal 2024, Mr. Hnatiw received an aggregate of 1,283,332 **(24,680 on a post-2025 Approved Reverse Split basis)**\nRSUs at an average grant date fair value of $0.06 per share ($2.95 per share on a post-2025 Approved Split basis). Of this amount,\n694,444 **(13,355 on a post-2025 Approved Reverse Split basis)** RSUs vest over three years and 588,888 **(11,325\non a post-2025 Approved Reverse Split basis)** RSUs vested immediately. Of the RSUs that vested immediately, Mr. Hnatiw received\na net quantity of 385,132 **(7,407 on a post-2025 Approved Reverse Split basis)** shares of common stock after using\n203,756 **(3,918 on a post-2025 Approved Reverse Split basis)** to pay for income tax withholding. Mr. Hnatiw also received\nan additional 388,890 **(7,479 on a post-2025 Approved Reverse Split basis)** shares from the vesting of RSUs granted\nin prior fiscal years, of which he received a net quantity of 254,334 **(4,890 on a post-2025 Approved Reverse Split basis)**\nshares of common stock after using 134,556 **(2,589 on a post-2025 Approved Reverse Split basis)** shares to pay for\nincome tax withholding.\n\n●\nFor\nFiscal 2025, Mr. Polk received an aggregate of 1,807,803 **(34,766 on a post-2025 Approved Reverse Split basis)**\nRSUs at an average grant date fair value of $0.04 per share ($2.18 per share on a post-2025 Approved Split basis), vesting\nover three years beginning March 1, 2026, and ending March 1, 2028. Mr. Polk also received 995,405 **(19,141 on a post-2025\nApproved Reverse Split basis)** shares of common stock from the vesting of RSUs granted in prior fiscal years, of which\nhe received a net quantity of 588,492 **(11,277 on a post-2025 Approved Reverse Split basis)** shares of common\nstock after using 408,913 **(7,864 on a post-2025 Approved Reverse Split basis)** shares to pay for income tax withholding.\n\nFor\nFiscal 2024, Mr. Polk received an aggregate of 2,194,545 **(42,204 on a post-2025 Approved Reverse Split basis)** RSUs\nat an average grant date fair value of $0.06 per share ($2.88 per share on a post-2025 Approved Split basis). Of this amount,\n1,708,434 **(32,855 on a post-2025 Approved Reverse Split basis)** RSUs vest over three years and 486,111 **(9,349\non a post-2025 Approved Reverse Split basis)** RSUs vested immediately. Of the RSUs that vested immediately, Mr. Polk received\na net quantity of 286,902 **(5,518 on a post-2025 Approved Reverse Split basis)** shares of common stock after using\n199,209 **(3,831 on a post-2025 Approved Reverse Split basis)** to pay for income tax withholding. Mr. Polk also received\n518,519 **(9,973 on a post-2025 Approved Reverse Split basis)** shares from the vesting of RSUs granted in prior fiscal\nyears, of which he received a net quantity of 306,029 **(5,886 on a post-2025 Approved Reverse Split basis)** shares\nof common stock after using 212,490 **(4,087 on a post-2025 Approved Reverse Split basis)** shares to pay for income\ntax withholding.\n\n5\n\n(2)\nAll Other Compensation represents the following:\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 reimbursement.\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 membership.\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 reimbursement.\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●\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 reimbursement.\n\nFiscal\n2024: $11,068 for medical, dental, vision, life, and personal accident insurance and $600 cell phone reimbursement.\n\n●\n**“SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS” (page 27)**\n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS**\n\n**AND\nMANAGEMENT AND RELATED STOCKHOLDER MATTERS**\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\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 **(4,446,713 on a post-2025 Approved Reverse Split basis)**\nshares of our common stock outstanding as of the Record Date.\n\n6\n\nName of Beneficial Owner\n\n**Amount\nand Nature of Beneficial**\n\n**Ownership on a Pre-2025 Approved Reverse Split Basis (1)**\n\nAmount and Nature of Beneficial\nOwnership on a Post-2025 Approved Reverse Split Basis (1)\n\n**Percent of**\n\n**Class**\n\nExecutive Officers and Directors:\n\nRobert Brown (2)\n380,555\n**7,319**\n*\n\nBrian Haugli (3)\n88,780,977\n**1,707,328**\n38.40%\n\nNick Hnatiw (4)\n14,669,729\n**282,111**\n6.34%\n\nDeborah MacConnel (5)\n730,557\n**14,050**\n*\n\nRyan Polk (6)\n1,623,866\n**31,229**\n*\n\nHugh Regan, Jr. (7)\n758,335\n**14,584**\n*\n\nAnna Seacat\n-\n-\n*\n\nAll Directors and executive officers as a group (7 persons)\n106,944,019(8)\n**2,056,621** **(8)**\n46.25%\n\nOther 5% or Greater Stockholders:\n\nNone\n\n*\nLess than 1%\n\n(1)\nIncludes\nshares of common stock that individuals have the right to acquire within 60 days of the Record Date.\n\n(2)\nIn\naddition, as of the Record Date, Mr. Brown has an aggregate of 733,334 **(14,103 on a post-2025 Approved Reverse Split basis)**\nunvested RSUs.\n\n(3)\nIn\naddition, as of the Record Date, Mr. Haugli has an aggregate of 4,642,361 **(89,277 on a post-2025 Approved Reverse Split\nbasis)** unvested RSUs.\n\n(4)\nIn\naddition, as of the Record Date, Mr. Hnatiw has an aggregate of 1,129,631 **(21,724 on a post-2025 Approved Reverse Split\nbasis)** unvested RSUs.\n\n(5)\nIn\naddition, as of the Record Date, Ms. MacConnel has an aggregate of 733,334 **(14,103 on a post-2025 Approved Reverse Split\nbasis)** unvested RSUs.\n\n(6)\nIn\naddition, as of the Record Date, Mr. Polk has an aggregate of 3,113,426 **(59,875 on a post-2025 Approved Reverse Split basis)**\nunvested RSUs.\n\n(7)\nIn\naddition, as of the Record Date, Mr. Regan has an aggregate of 733,334 **(14,103 on a post-2025 Approved Reverse Split basis)**\nunvested RSUs.\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 **(213,185\non a post-2025 Approved Reverse Split basis)** unvested RSUs.\n\n●\n**“Equity\nCompensation Plan Information” (page 28)**\n\n**Equity\nCompensation Plan Information**\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 **(153,846 on a post-2025 Approved Reverse Split basis)** shares\nfor awards. The Equity Incentive Plan also allows for an annual increase in the reserve up to an amount approximately equal to 5% of\nthe fully diluted outstanding shares at the end of the prior calendar year. On June 29, 2022, the Board of Directors authorized an 8,186,106\n**(157,425 on a post-2025 Approved Reverse Split basis)** increase in the shares reserved for the Equity Incentive Plan.\nOn February 15, 2024, the Board of Directors authorized an increase of 13,599,334 **(261,526 on a post-2025 Approved Reverse\nSplit basis)** in the shares reserved for the Equity Incentive Plan. On February 3, 2025, the Board of Directors authorized\nan increase of 14,196,898 **(273,018 on a post-2025 Approved Reverse Split basis)** in the shares reserved for the\nEquity Incentive Plan. Awards granted under the Equity Incentive Plan in lieu of compensation are exempt from counting against the reserve.\n\nEquity Incentive Plan Reserve\nOn a Pre-2025 Approved Reverse Split\nBasis\nOn a Post-2025 Approved Reverse\nSplit Basis\n\n(In thousands)\n\nInitial Reserve at September 13, 2021\n8,000\n154\n\nNon-exempt awards\n(36,280)\n(698 )\n\nForfeitures\n3,983\n77\n\nAnnual reserve increases\n35,982\n692\n\nReserve at September 30, 2025\n11,685\n225\n\nReserve percent of outstanding shares at September 30, 2025\n5.1%\n5.1 %\n\n7\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*RSUs*\n\nOutstanding RSU Grants\n\n**Number\nof RSUs (on a Pre-2025 Approved Reverse Split Basis)**\n\n**Weighted\nAverage Grant Date Value Per RSU (on a Pre-2025 Approved Reverse Split Basis)**\n\nNumber of RSUs (on a Post-2025 Approved\nReverse Split Basis)\nWeighted Average Grant Date Value\nPer RSU (on a Post-2025 Approved Reverse Split Basis)\n\n(In thousands)\n\nOutstanding Grants at September 30, 2023\n8,637\n$0.10\n166\n$ 5.11\n\nGranted\n11,047\n0.05\n212\n2.80\n\nVested\n(6,537)\n0.08\n(126 )\n4.25\n\nCanceled/Forfeited\n(2,000)\n0.10\n(38 )\n4.94\n\nOutstanding Grants at September 30, 2024\n11,148\n0.06\n214\n3.36\n\nGranted\n11,498\n0.04\n221\n2.00\n\nVested\n(6,399)\n0.06\n(123 )\n3.36\n\nCanceled/Forfeited\n(946)\n0.06\n(18 )\n2.94\n\nOutstanding Grants at September 30, 2025\n15,301\n$0.05\n294\n$ 2.36\n\nThe\nweighted-average remaining vesting period of RSUs at September 30, 2025, was 1.85 years. The total grant-date fair value of RSUs vested\nduring Fiscal 2025 and Fiscal 2024 was $414 thousand, and $554 thousand, respectively.\n\n*Stock\nOptions*\n\nThe\nfollowing table summarizes the Fiscal 2025 activity of our stock options granted under the Equity Incentive Plan. We did not grant stock\noptions during Fiscal 2025. On December 20, 2024, our Board of Directors authorized the termination of stock options previously awarded\nto independent directors.\n\nOutstanding Stock Options\n**Number\nof Stock Options\n(on a Pre-2025 Approved\nReverse Split Basis)**\nNumber of Stock Options\n\n(on a Post-2025\nApproved\n\nReverse Split Basis)\n\n(In thousands)\n\nOutstanding Grants at September 30, 2024\n3,300\n63\n\nGranted\n—\n—\n\nVested\n—\n—\n\nCanceled/Forfeited\n(3,300)\n(63 )\n\nOutstanding Grants at September 30, 2025\n—\n—\n\n**EXISTING\nEQUITY COMPENSATION PLAN INFORMATION**\n\nThe\ntable below shows information with respect to all our equity compensation plans as of September 30, 2025.\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**Weighted-**\n\n**average**\n\n**exercise price of**\n\n**outstanding**\n\n**options,**\n\n**warrants**\n\n**and rights**\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)**\n\n(in thousands)\n\nEquity compensation\nplans approved by security holders **(on a Pre-2025 Approved Reverse Split Basis)**\n15,300,823\n$0.05\n11,685,395\n\nEquity compensation plans not\napproved by security holders **(on a Pre-2025 Approved Reverse Split Basis)**\nN/A\n$N/A\nN/A\n\nEquity compensation plans approved by security holders\n(on a Post-2025 Approved Reverse Split Basis)\n294,262\n$ 2.47\n224,670\n\nEquity compensation plans not approved by security\nholders (on a Post-2025 Approved Reverse Split Basis)\n**N/A**\n$ **N/A**\n**N/A**\n\n(1)\nThis\nrepresents 15,300,823 **(294,262 on a post-2025 Approved Reverse Split basis)**RSUs.\n\n********************************\n\n8\n\n**GENERAL\nINFORMATION**\n\nExcept\nas specifically supplemented by the information contained herein, all information set forth in the Proxy Statement remains unchanged.\nFrom and after the date of this Supplement, all references to the “Proxy Statement” or the “proxy statement”\nare to the Proxy Statement as supplemented hereby.\n\nThe\n2025 Approved Reverse Split did not affect the voting rights of stockholders, the number of votes entitled to be cast by any stockholder,\nor the manner in which votes are tabulated by the Company’s transfer agent. Votes cast prior to effectiveness of the 2025 Approved\nReverse Split continue to be valid. For clarity and consistency with the Company’s current capital structure, we have disclosed\nshare information in this Supplement as adjusted to reflect the 2025 Approved Reverse Split.\n\nThis\ncommunication may be deemed solicitation material in respect of the 2026 Annual Meeting. This communication does not constitute a solicitation\nof any vote or approval. In connection with the 2026 Annual Meeting, the Company filed the definitive Proxy Statement with the SEC on\nJanuary 2, 2026 regarding the business to be conducted at the 2026 Annual Meeting. The Company may also file other documents with the\nSEC regarding the business to be conducted at the 2026 Annual Meeting. This document is not a substitute for the Proxy Statement or any\nother document that may be filed by the Company with the SEC.\n\nBEFORE\nMAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS OR SUPPLEMENTS\nTHERETO, IN THEIR ENTIRETY AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE BUSINESS TO BE CONDUCTED\nAT THE 2026 ANNUAL MEETING BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS TO BE CONDUCTED AT THE 2026 ANNUAL\nMEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT THE 2026 ANNUAL MEETING.\n\nStockholders\nmay obtain a free copy of the Proxy Statement and other documents the Company files with the SEC (when available) through the website\nmaintained by the SEC at *www.sec.gov*. The Company makes available free of charge on its investor relations website at *https://investors.sidechannel.com/sec-filings*\ncopies of materials it files with, or furnishes to, the SEC.\n\n**Participants\nin the Solicitation**\n\nThe\nCompany and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation\nof proxies from the Company’s stockholders in connection with the business to be conducted at the 2026 Annual Meeting. Stockholders\nmay obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the\n2025 Annual Report. To the extent the holdings of the Company’s securities by the Company’s directors and executive officers\nhave changed since the amounts set forth in the 2025 Annual Report, such changes have been or will be reflected on Statements of Change\nin Ownership on Form 4 filed with the SEC.\n\n**Forward-Looking\nStatements**\n\nThis\ncommunication includes “forward-looking statements” within the meaning of the federal securities laws. In many cases, these\nforward-looking statements may be identified by the use of words such as “will,” “may,” “could,”\n“would,” “should,” “believes,” “expects,” “anticipates,” “estimates,”\n“intends,” “indicates,” “projects,” “goals,” “objectives,” “targets,”\n“predicts,” “plans,” “seeks,” and variations of these words and similar expressions. Any forward-looking\nstatement speaks only as of the date on which it is made. These forward-looking statements may include, among other things, statements\nrelated to our current expectations regarding the performance of our business, financial results, liquidity and capital resources, and\nare based on information available at the time the statements are made and/or management’s good faith belief as of that time with\nrespect to future events, and are subject to risks, trends, uncertainties and other facts that could cause actual performance or results\nto differ materially from those expressed in or suggested by the forward-looking statements. These risks, trends, uncertainties and facts\ninclude, but are not limited to, those discussed in the reports we file with the SEC. Should one or more of these risks, trends, uncertainties\nor facts materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated\nby the forward-looking statements contained herein. Accordingly, you are cautioned not to place undue reliance on these forward-looking\nstatements, which speak only as of the date they are made. Forward-looking statements should not be read as a guarantee of future performance\nor results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved.\nFor a detailed discussion of risks, trends and uncertainties facing the Company, see the section entitled “Risk Factors”\nin the 2025 Annual Report, as the same may be updated from time to time, and the risks, trends and uncertainties identified in the Company’s\nother public filings. The Company does not intend, and undertakes no duty, to update any information contained herein to reflect future\nevents or circumstances, except as required by applicable law.\n\n9"}