What is a Broker Non-Vote?

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting requirementinstructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

What is an Abstention?

An abstention is a stockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted as shares present and entitled to vote at the Annual Meeting. Generally, unless provided otherwise by applicable law, our amended and restated bylaws (the “Bylaws”) provide that an action of our stockholders (other than the election of Directors) is approved if 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, if a stockholder abstains from voting on either Proposal 2 or Proposal 3, such shares are considered present at the meeting for such proposal but, since they are not affirmative votes for the proposal, they will have the same effect as votes against the proposal.

How many votes are required to approve each ofproposal?

The table below summarizes the proposals?proposals that will be voted on, the vote required to approve each item and how votes are counted:

Nomination & Corporate Governance Committee

Mr. Ambrose, Ms. MacConnel, Mr. Powers, Mr. Regan, and Mr. Wilkinson serve on the Nomination & Corporate Governance Committee, which is chaired by Mr. Ambrose. Mr. Wilkinson’s service as a member of the Nomination & Corporate Governance Committee will end on February 15, 2023, the date of the Annual Meeting. The Nomination & Corporate Governance Committee met four (4) times in the 2022 fiscal year. The Nomination & Corporate Governance Committee’s responsibilities include:

The Nomination and Corporate Governance Committee will treat recommendations for Directors that are received from our stockholders equally with recommendations received from any other source; provided, however, that in order for such stockholder recommendations to be considered, the recommendations must comply with the procedures outlined in our proxy statement for the annual meeting of stockholders and our Bylaws. The Nomination and Corporate Governance Committee evaluates candidates based upon and will consider and review the candidate’s:

Stockholder Communications

Although we do not have a formal policy regarding communications with the Board, stockholders may communicate with the Board by writing to SideChannel, Inc. 146 Main Street, Suite 405, Worcester, MA 01608. Stockholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Code of Business Conduct and Ethics

We have adopted a formal Code of Ethics applicable to all Board members, Officers, and employees. A copy of our Code of Ethics may be obtained without charge upon written request to Secretary, SideChannel, Inc. 146 Main Street, Suite 405, Worcester, MA 01608.

Compensation of Directors

Annual Director compensation is $60,000 for the Chairman of the Board and $40,000 for the other Directors with an additional $20,000 earned by a Director who serves as either the Lead Independent Director or a committee chairperson. During the year ended September 30, 2022 we paid $102,500 in board fees.

Our 2021 Omnibus Equity Compensation Plan (“Equity Incentive Plan”) was approved by shareholders on September 13, 2021. We have made Awards to our Named Executive Officers and Directors under the Equity Incentive Plan in the form of Restricted Stock Units (“RSU’s”) for our common stock.

Our Director compensation policy states that fifty percent (50%) of the fees earned by a Director are to be paid as common stock shares. RSU’s with immediate vesting have been issued under the Equity Incentive Plan to Directors for the portion of their fees earned that are to be paid in cash. We also have granted RSU’s to Directors as bonuses with immediate vesting and as bonuses with three-year vesting periods. We calculate grant date fair value of stock-based compensation in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

During the year ended September 30, 2022 we granted 2,325,005 RSU’s with a grant date fair value totaling $250,367.

The following table sets forth summary information concerning the compensation we paid to non-executive Directors for the year ended September 30, 2022:

* The table above does not include the amount of any expense reimbursements paid to the above Directors.

(1) Represents the grant date fair value of RSU’s for our common stock calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. As noted in the details below, RSU’s granted with a vesting schedule will typically vest on a 1 RSU for 1 common share ratio over a three (3) year period on a pro rata and be paid in common shares. The shares received and the average share price used to determine the compensation value to each Director is listed below:

(2) Mr. Davis resigned effective July 1, 2022.

Required Vote of Stockholders

A plurality of the votes cast at the Annual Meeting is required to elect a nominee as a Director.

Board Recommendation

The Board unanimously recommends a vote “FOR” the election of Anthony Ambrose and Kevin Powers, as Directors of the Company.

PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Board has selected RBSM, LLP (“RBSM”) to audit our financial statements for the fiscal years ending September 30, 2022 and September 30, 2023.

Although stockholder approval of the selection of RBSM is not required by law, our Board believes it is advisable to give stockholders an opportunity to ratify this selection. If this proposal is not approved at the Annual Meeting, the Board may reconsider its selection of RBSM.

Fees of Independent Registered Public Accounting Firm

RBSM acted as our independent registered public accounting firm for the year ended September 30, 2022 and the interim periods during fiscal year 2022. Briggs & Veselka Co. (“Briggs”) acted as our independent registered public account firm for year 2021 and for the interim periods during fiscal year 2021. The following table shows the fees that we incurred for audit and other services provided by RBSM, Briggs, and The Wenmohs Group, who provided tax compliance and consulting services to us, for the years ended September 30, 2022, and 2021.

Pre-Approval Policies and Procedures

All audit related services, tax services and other services rendered by RBSM were pre-approved by our Board. The Audit Committee has adopted a pre-approval policy that provides for the pre-approval of all services performed for us by our independent registered public accounting firm. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy, and the fees for the services performed to date.

Interests of Officers and Directors in this Proposal

Our Officers and Directors do not have any substantial interest, direct or indirect, in in this proposal.

Required Vote of Stockholders

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the appointment of the independent registered public accounting firm.

Board Recommendation

The Board unanimously recommends a vote “FOR” the ratification of the appointment of RBSM, LLP as our independent registered public accounting firm.

AUDIT COMMITTEE REPORT

The following Audit Committee Report shall not be deemed to be “soliciting material,” deemed “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act that might incorporate by reference future filings, including this Proxy Statement, in whole or in part, the following Audit Committee Report shall not be incorporated by reference into any such filings.

The Audit Committee is comprised of five (5) Directors, four (4) of whom are independent directors (as defined under Nasdaq Listing Rule 5605(a)(2)). The Audit Committee operates under a written charter.

We have reviewed and discussed with management and our auditors, our audited financial statements as of and for the fiscal year ended September 30, 2022.

We have discussed with RBSM, LLP (“RBSM”), our independent registered public accounting firm, the matters as required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 1301 (Communications with Audit Committees).

We have received the written disclosures and the letter from RBSM required by applicable requirements of the PCAOB regarding RBSM’s communications with the Audit Committee concerning independence, and have discussed with RBSM, their independence from management and the Company.

Based on the review and discussions referred to above, we recommended to the Board that the financial statements referred to above be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 for filing with the SEC.

PROPOSAL 3:

REVERSE STOCK SPLIT PROPOSAL

Our management team has been studying the potential benefits of effecting a reverse stock split (a “Reverse Stock Split”) of our common stock for the purpose of uplisting to either the NYSE American (“American”) or the Nasdaq Stock Market (“Nasdaq”) in the future. Based on our stage of development, certain developments in our industry, our observations regarding the market for our peers whose securities are traded on American or Nasdaq, and discussions with U.S.-based investment banks and other advisors, we believe that there may be potential benefits of a reverse stock split and a future uplisting of our common stock from the OTCQB tier of the OTC Markets to American or Nasdaq, including:

We must satisfy a variety of requirements to be accepted for listing on American or Nasdaq, including the requirement that the listed securities maintain a minimum per-share trading price for a specific period of time. We are contemplating the possibility of proceeding to complete the Reverse Stock Split in order to satisfy this requirement. This is not the only listing standard that we must meet, however, and we do not currently meet certain of the other American or Nasdaq listing standards. The Reverse Stock Split is merely a step toward an uplisting on American or Nasdaq.

Our Board has unanimously adopted a resolution authorizing, approving, declaring advisable and recommending to our stockholders for their approval an amendment to our proposed Delaware Certificate of Incorporation, to effect a reverse split of the outstanding shares of common stock in a ratio of 1-share-for-2 shares up to a ratio of 1-share-for-100 shares (the “Reverse Split Amendment”), which ratio will be selected by the Board following stockholder approval but in any event no later than two years after the Annual Meeting. The Reverse Stock Split Amendment will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware and set forth in a public announcement. The form of Reverse Split Amendment is attached to this proxy statement as Appendix A.

If the Board determines to implement the Reverse Split Amendment, we will communicate to the public, prior to the effective time of the Reverse Split Amendment, additional details regarding the Reverse Split Amendment (including the final reverse split ratio, as determined by the Board). The Board reserves the right to elect not to proceed with the Reverse Split Amendment if it determines, in its sole discretion, that the Reverse Split Amendment is no longer in the best interests of our company or our stockholders.

In determining which reverse split amendment to implement, if any, following receipt of stockholder approval of the Reverse Stock Split Proposal, the Board may consider, among other things, various factors, such as:

The failure of our stockholders to approve the Reverse Stock Split Proposal could prevent us from meeting the $4.00 minimum bid price requirements of American and Nasdaq (the “Minimum Bid Price Requirement”), among other things, unless the market price of our common stock increases above the Minimum Bid Price Requirement without a reverse split. If we are unable to uplist our common stock to American or Nasdaq, interest in our common stock may decline and certain institutions may not have the ability to trade in our common stock, all of which could have a material adverse effect on the liquidity or trading volume of our common stock. If our common stock becomes significantly less liquid due to our inability to qualify for listing on American or Nasdaq, our stockholders may not have the ability to liquidate their investments in our common stock as and when desired and we believe our access to capital would become significantly diminished as a result.

Reasons for the Reverse Split

To uplist to American or Nasdaq Stock Markets in the future

We believe that a reverse stock split could increase the market price of our common stock sufficiently to satisfy the Minimum Bid Price Requirement in the near term, though we cannot provide any assurance that a reverse stock split will have that effect or that a reverse stock split would increase the market price sufficiently for a prolonged period of time. The Board has weighed the potential harm to us and our stockholders resulting from an inability to uplist to American or Nasdaq against the potential harm to us and our stockholders from another significant reverse stock split, including the risks described below under “Certain Risks Associated with a Reverse Split.” We believe we may continue to need to raise capital to fund our operations until the businesses we are engaged in become cash flow positive or profitable (of which there is no assurance). If we are unable to uplist to American or Nasdaq, our access to capital may become further limited and we may not have sufficient capital to enable our operating subsidiaries to continue their operations or become cash flow positive or profitable. Therefore, the Board has concluded that the potential harm to us and our stockholders resulting from a possible uplisting to American or Nasdaq outweighs the potential harm to us and our stockholders from another significant reverse stock split. The Minimum Bid Price Requirement is not the only listing standard that we must meet, however, and we do not currently meet certain of the other American or Nasdaq listing standards. The Reverse Stock Split is merely the first step toward an uplisting on American or Nasdaq. There can be no assurance that we will meet the American or Nasdaq listing standards or that American or Nasdaq would approve our listing application.

To potentially improve the liquidity of our common stock.

A reverse split could allow a broader range of institutions to invest in our common stock (namely, funds that are prohibited from buying stocks whose price is below a certain threshold), potentially increasing trading volume and liquidity of our common stock and potentially decreasing the volatility of our common stock if institutions become long-term holders of our common stock. A reverse split could help increase analyst and broker interest in our common stock as their policies can discourage them from following or recommending companies with low stock prices.

Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.

Certain Risks Associated with a Reverse Stock Split

There can be no assurance that the Reverse Stock Split will increase the market price of the common stock and have the desired effect of achieving compliance with the Minimum Bid Price Requirement. The Board believes that a Reverse Stock Split has the potential to increase the market price of our common stock so that we may be able to satisfy the Minimum Bid Price Requirement. However, the long- and near-term effect of the Reverse Stock Split upon the market price of the common stock cannot be predicted with any certainty.

As of the Record Date, the closing price of our common stock was $0.09. Historically, however, the closing price of our common stock during the fiscal year ended September 30, 2022, has traded as low as $0.07 per share to a high of $0.19 per share. As a result, we cannot be assured of compliance with the Minimum Bid Price Requirement in the future. There can be no assurance that a reverse stock split will increase the market price of our common stock so that we may be able to maintain compliance with the Minimum Bid Price Requirement.

Further, following any reverse stock split, we will continue to require significant proceeds from sales of our debt or equity securities to fund our operations for the near future, which will cause further dilution to stockholders. The issuance of a substantial number of shares of common stock or securities convertible into or exercisable for common stock in the future could cause downward pressure on the price of our common stock and there is no assurance that the market price for our common stock will remain at a level sufficient to satisfy the Minimum Bid Price Requirement.

Even if a reverse stock split enables us to gain compliance with the Minimum Bid Price Requirement, we may be unable to meet the other criteria of listing on American or Nasdaq. Further, the Reverse Stock Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks.

A reverse stock split would affect all of our common stockholders uniformly and would not affect any stockholder’s percentage ownership interests or proportionate voting power. The other principal effects of the Reverse Stock Split will be that:

Although the number of outstanding shares of common stock would decrease following the Reverse Split Amendment, the Board does not intend for a reverse stock split to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

The following table reflects the number of shares of common stock that would be outstanding as a result of the effectiveness of the Reverse Split Amendment and the approximate percentage reduction in the number of outstanding shares based on 148,724,056 shares of common stock issued and outstanding as of July 15, 2021, the Record Date. As of the Record Date, we had 532,275,944 shares of common stock available for issuance. The following table also shows the shares that would be available for issuance at various ratios that the Board of Directors may consider if the Reverse Split Amendment is effected.

Effect of Reverse Split and Potential Anti-Takeover Effect

Management does not anticipate that our financial condition, the percentage ownership of common stock by management, the number of our stockholders, or any aspect of our business will materially change as a result of the Reverse Split Amendment. Because the Reverse Split Amendment will apply to all issued and outstanding shares of common stock and outstanding rights to purchase common stock or to convert other securities into common stock, the proposed Reverse Split Amendment will not alter the relative rights and preferences of existing stockholders. However, the number of shares of common stock outstanding will be decreased, while the number of authorized but unissued shares will be increased.

Management does not currently plan to use the increase in our authorized but unissued shares that will result from the Reverse Split Amendment to make it more difficult or to discourage a future merger, tender offer or proxy contest or the removal of incumbent management. This Proposal is not the result of management’s knowledge of an effort to accumulate our securities or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise.

Summarized in the following paragraphs are provisions included in our proposed Delaware Certificate of Incorporation, as amended, and our bylaws that may have the effect of discouraging, delaying, or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by our stockholders.

Effects of authorized but unissued common stock and blank check preferred stock. One of the effects of the existence of authorized but unissued common stock and undesignated preferred stock may be to enable our Board to make more difficult or to discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If the Board were to determine that a takeover proposal was not in our best interest, such shares could be issued by the Board without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting bloc in institutional or other hands that might undertake to support the position of the incumbent Board of Directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

In addition, our proposed Delaware Certificate of Incorporation, as amended, grants our Board broad power to establish the rights and preferences of authorized and unissued shares of additional series of preferred stock. The creation and issuance of one or more additional series of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance also may adversely affect the rights and powers, including voting rights, of those holders and may have the effect of delaying, deterring, or preventing a change in control of our company.

Cumulative Voting. Our Delaware Certificate of Incorporation, as amended, does not provide for cumulative voting in the election of Directors which would allow holders of less than a majority of the voting stock to elect some Directors.

Vacancies. Section 223 of the Delaware General Corporation Law and our bylaws provide that all vacancies, including newly created directorships, may be filled by the affirmative vote of a majority of Directors then in office, even if less than a quorum.

Special Meeting of Stockholders. A special meeting of stockholders may be called by our Board or the Chairman of our Board and must be called by our Secretary at the request in writing of holders of record of twenty five percent (25%) of our outstanding capital stock entitled to vote. The requirement that 25% of our outstanding capital stock is required to call a special meeting means that small stockholders will not have the power to call a special meeting to, for example, elect new Directors.

Fractional Shares

If the reverse stock split ratio determined to be implemented by the Board, if any, will result in fractional shares, we will not issue fractional shares. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the reverse stock split ratio will automatically be entitled to receive an additional fraction of a share of our common stock to round up to the next whole share.

Procedure for Effecting Reverse Stock Split

If the Board decides to implement a reverse split, the reverse split will become effective on the date the Reverse Split Amendment is filed with the Secretary of State of the State of Delaware. The time of such filing, if any, will be determined by the Board in its sole discretion. Beginning on the effective time of the Reverse Split Amendment, each certificate representing pre-reverse split shares of common stock will be deemed for all corporate purposes to evidence ownership of post-reverse split shares of common stock.

Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a general summary of certain U.S. federal income tax consequences of the reverse split that may be relevant to U.S. Holders (as defined below) of our common stock but does not purport to be a complete analysis of all potential tax effects. The effects 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 discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (the “Treasury Regulations”), judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (“IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect 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 the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the reverse split.

This discussion is limited to holders that hold our common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income tax consequences relevant to such holders’ particular circumstances, including the impact of the tax on net investment income imposed by Section 1411 of the Code. In addition, it does not address consequences relevant to holders subject to particular rules, including, without limitation:

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their own tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

For purposes of the discussion below, a “U.S. Holder” is a beneficial owner of shares of our common stock that for U.S. federal income tax purposes is or is treated as: (1) an individual who is a citizen or resident of the United States; (2) a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia; (3) an estate the income of which is subject 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. court and the control of one of more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (b) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

A reverse split should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, a U.S. Holder generally should not recognize gain or loss upon the reverse split, except with respect to cash received in lieu of a fractional share of our common stock. A U.S. Holder’s aggregate tax basis in the shares of our common stock received pursuant to the reverse split should equal the aggregate tax basis of the shares of our common stock surrendered (excluding any portion of such basis that is allocated to any fractional share of our common stock), and such U.S. Holder’s holding period in the shares of our common stock received should include the holding period in the shares of our common stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the reverse split. Holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

Information Reporting and Backup Withholding. A U.S. Holder (other than corporations and certain other exempt recipients) may be subject to information reporting and backup withholding when such holder receives cash in lieu of a fractional share of our common stock pursuant to the reverse split. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder does not provide its taxpayer identification number in the manner required or otherwise fails to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the U.S. Holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Appraisal Rights

There are no rights of appraisal or similar rights of dissenters with respect to this proposal.

Interests of Officers and Directors in this Proposal

Our Officers and Directors do not have any substantial interest, direct or indirect, in in this proposal.

Required Vote of Shareholders

The affirmative vote of the holders of a majority of the voting shares of our common stock is required to approve this proposal.

Board Recommendation

The Board of Directors unanimously recommends a vote “FOR” Proposal 3.

EXECUTIVE OFFICERS

The table below identifies and sets forth certain biographical and other information regarding our Executive Officers as of date of this proxy statement. There are no family relationships among any of our Executive Officers or Directors.

See “Proposal No. 1—Election of Directors” for biographical and other information regarding Mr. Haugli.

Ryan Polk – Chief Financial Officer

Mr. Polk has served as our Chief Financial Officer since February 1, 2020. From January 2019 to September 2020, Mr. Polk served in Chief Executive Officer and Chief Financial Officer roles for Automated Retail Technologies, which develops and deploys innovative kiosks from April 2019 through September 2020. Cellpoint Corporation, a mobile phone parts supplier, hired Mr. Polk as Chief Financial Officer from June 2017 through October 2018. LDI, LLC, a family office investing in portfolio companies, employed Mr. Polk as Vice President, Business Unit Operations from July 2011 through May 2017. He is a part-time employee of SideChannel and is engaged in providing CEO and CFO services to other companies. He is a graduate of Purdue University with two Bachelor of Science degrees from the Krannert School of Management. We believe Mr. Polk is qualified to serve as the Chief Financial Officer based on his finance and operations leadership experience.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following tables set forth certain information concerning all compensation paid, earned or accrued for service by (i) our Principal Executive Officer and Principal Financial Officer and (ii) all other Executive Officers who earned in excess of $100,000 in the fiscal years ended September 30, 2022 and 2021, and each of our other two most highly compensated Executive Officers who served in such capacity at the end of the fiscal year whose total salary and bonus exceeded $100,000 (collectively, the “Named Executive Officers”):

SUMMARY COMPENSATION TABLE

Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. No Executive Officer earned any option awards, non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above.

(1) Represents the grant date fair value of RSU’s for our common stock calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The shares received and the average share price used to determine the compensation value to each Officer is listed below:

(2) All Other Compensation represents distributions of SideChannelSec, LLC net income made to its members. None of the amounts included in the All Other Compensation column are attributable to payments made by the Company.

(3) Mr. Hnatiw ceased his role as a Named Executive Officer on June 30, 2022.

Employment Contracts

Brian Haugli

On July 1, 2022, the Board appointed Brian Haugli as our Chief Executive Officer and Director.

In connection with Mr. Haugli’s appointment as Chief Executive Officer, we entered into an Employment Agreement dated July 1, 2022 (“Haugli Executive Agreement”), with Mr. Haugli, pursuant to which he will receive a base annual salary of $300,000, payable in accordance with our standard payroll schedule, and other customary benefits. Mr. Haugli is also eligible to receive (i) an annual cash bonus based on personal and Company-based metrics; and (ii) annual grants of stock options and/or restricted stock units at the discretion of our Board. Mr. Haugli is further eligible to receive discretionary bonuses payable from time to time in cash, stock or options, in the discretion of the Board.

If we terminate Mr. Haugli’s employment other than for Cause (as defined in the Haugli Employment Agreement) or Mr. Haugli resigns for Good Reason (as defined in the Haugli Employment Agreement), then we are obligated to pay to Mr. Haugli an amount equal to twenty-four (24) months of his salary.

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Ryan Polk

On February 1, 2020, the Board appointed Ryan Polk as our Chief Financial Officer.

We entered into an Employment Agreement dated June 1, 2021 (“Polk Executive Agreement”), with Mr. Polk pursuant to which he will receive a base annual salary of $150,000, payable in accordance with our standard payroll schedule, and other customary benefits. Mr. Polk is also eligible to receive (i) an annual cash bonus based on personal and Company-based metrics; and (ii) annual grants of stock options and/or restricted stock units at the discretion of our Board. Mr. Polk is further eligible to receive discretionary bonuses payable from time to time in cash, stock or options, in the discretion of the Board.

If we terminate Mr. Polk’s employment other than for Cause (as defined in the Polk Employment Agreement) or Mr. Polk resigns for Good Reason (as defined in the Polk Employment Agreement), then we are obligated to pay to Mr. Polk an amount equal to six (6) months of his salary.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Principal Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our common stock as of December 23, 2022 (the “Date of Determination”) by (i) each Named Executive Officer, as such term is defined in “Executive and Director Compensation”, (ii) each member of our Board, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of our common stock or preferred stock, and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our stock listed as owned by such person. The address of each person is deemed to be the address of the Company unless otherwise noted.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities. These rules generally provide that shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of the Date of Determination, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. The percentages are based upon 148,724,056 shares of our common stock outstanding as of the Date of Determination.

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, as of the Date of Determination, (a) the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws; and (b) no person owns more than 5% of our common or preferred stock other than our Chief Executive Officer, Brian Haugli. Unless otherwise indicated, the address for each Executive Officer and Director listed is: c/o SideChannel, Inc. 146 Main Street, Suite 405, Worcester, MA 01608.

Officers, Directors, and Other Beneficial Owners of Common Stock

5% or greater shareholders

None other than Brian Haugli as noted above.

* Less than 1%.

Directors, Officers, and Other Beneficial Owners of Series A Preferred Stock

Equity Compensation Plan Information

The approval of the Equity Incentive Plan on September 13, 2021 included a reserve of 8.0 million shares for awards. The Equity Incentive Plan also allows for an annual increase in the reserve up to an amount approximately equal to five percent (5%) of the fully diluted outstanding shares at the end of the prior calendar year. On June 29, 2022, our Board authorized an 8,186,106 increase in the shares reserved for the Equity Incentive Plan. Awards granted under the Equity Incentive Plan in lieu of compensation are exempt from counting against the reserve.

Changes in Control

On July 1, 2022, we acquired all the issued and outstanding shares of stock of a Massachusetts corporation known as SideChannel, Inc. (now known as SCS, Inc.) in exchange for the issuance to Brian Haugli, Nick Hnatiw, David Chasteen, Joe Klein and Miguel San Mateo, the shareholders of the former SideChannel, Inc., of, in the aggregate, 59,900,000 shares of our common stock, par value $0.001 per share and 100 shares of Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). In connection with this transaction, we filed a Certificate of Designation with the Delaware Secretary of State on July 1, 2022 (the “Certificate of Designation”) which provides that the holders of our Series A Preferred Stock have the right to elect four (4) of our Directors and that the holders of record of our common stock, par value $0.001 per share (“Common Stock”) are entitled to elect all the remaining Directors. In the event our number of Directors is increased, the Certificate of Designation provides that the holders of the Series A Preferred Stock will be entitled to elect a majority our Directors. As a result of the grant to the holders of the Series A Preferred Stock of the right to elect four (4) of our Directors, a change in control of the Company occurred. As a result of this transaction, the individuals described above, collectively, are now the beneficial owners of 40% of our voting securities.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our Directors, Executive Officers, and holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in the ownership of our common stock and other equity securities. Such persons are 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, we believe that our Officers, Directors, and holders of more than 10% of our common stock complied with all applicable filing requirements.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Except as discussed above under the caption “Executive Compensation”, the following sets forth a summary of all transactions since October 1, 2021, or any currently proposed transaction, in which we were to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the fiscal year-end for September 30, 2022 and 2021, and in which any Officer, Director, or any shareholder owning greater than five percent (5%) of our outstanding voting shares, nor any member of the above referenced individual’s immediate family, had or will have a direct or indirect material interest (other than compensation described above under “Executive Compensation” and/or “Director Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

Other Payments

Brian Haugli, our Chief Executive Officer and a shareholder in the Company is also a principal shareholder of RealCISO Inc. (“RealCISO”). On September 22, 2020 SideChannel assigned to RealCISO Inc. certain contracts and intellectual property. We are a reseller of the RealCISO software. We receive revenue from our customers for the use of RealCISO software and pays licensing fees to RealCISO for such use. We paid $98,000 to RealCISO for licenses that SideChannel resold to our clients during the year ended September 30, 2022.

Review, Approval or Ratification of Transactions with Related Parties

Our Board reviews and approves transactions with Officers, Directors, and holders of five percent or more of our voting securities and their affiliates, each a related party. The material facts as to a related party’s relationship or interest in the transaction are disclosed to our Board prior to their consideration of such transaction. Further, when shareholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction are disclosed to the shareholders, who must approve the transaction in good faith. We do not have a related party transactions policy in place.

OTHER MATTERS

The Board knows of no other business, which will be presented to the Annual Meeting. If any other business is properly brought before the Annual Meeting, proxies will be voted in accordance with the judgment of the persons voting the proxies. The proxy also has discretionary authority to vote to adjourn the Annual Meeting, including for the purpose of soliciting votes in accordance with our Board’s recommendations.

We will bear the cost of soliciting proxies in the accompanying form. In addition to the use of the mails, proxies may also be solicited by our Officers, Directors, or other employees, personally or by telephone, facsimile, or email, none of whom will be compensated separately for these solicitation activities.

If you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, we will cancel your previously submitted proxy.

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR

For business (including, but not limited to, Director nominations) to be properly brought before an annual meeting by a shareholder, the shareholder or shareholders of record intending to propose the business (the “Proposing Shareholder”) must have given written notice of the Proposing Shareholder’s nomination or proposal, either by personal delivery or by United States mail to the Secretary of the Company not later than sixty (60) calendar days prior to the date such annual meeting is to be held. If the current year’s meeting is called for a date that is not within thirty (30) days of the anniversary of the previous year’s annual meeting, notice must be received not later than ten (10) calendar days following the day on which public announcement of the date of the annual meeting is first made. In no event will an adjournment or postponement of an annual meeting of shareholders begin a new time period for giving a Proposing Shareholder’s notice as provided above.

For business to be properly brought before a special meeting of shareholders, the notice of the meeting sent by or at the direction of the person calling the meeting must set forth the nature of the business to be considered. A person or persons who have made a written request for a special meeting pursuant to Section 2.2 of our Bylaws may provide the information required for notice of a shareholder proposal under this section simultaneously with the written request for the meeting submitted to the Secretary or within ten (10) calendar days after delivery of the written request for the meeting to the Secretary.

A proposing shareholder’s notice shall include as to each matter the proposing shareholder proposes to bring before the annual meeting;

(a) The name and address of the proposing shareholder, and the classes and number of shares of the corporation held by the proposing shareholder.

(b) If the notice is in regard to a nomination of a candidate for election as Director: (a) the name, age, and business and residence address of the candidate; (b) the principal occupation or employment of the candidate; and (c) the class and number of shares of the corporation beneficially owned by the candidate.

(c) If the notice is about a proposal other than a nomination of a candidate for election as Director, a brief description of the business desired to be brought before the meeting and the material interest of the proposing shareholder in such proposal.

Our 2022 Annual Meeting is scheduled to be held February 15, 2023 which is more than 30 calendar days from the anniversary of our last Annual Meeting. Accordingly, stockholders who intend to have a proposal considered at our 2022 Annual Meeting of Stockholders must submit the proposal to us at our corporate headquarters no later than January 6, 2023, which proposal must be made in accordance with the provisions outlined above.

Deadline for Submission of Stockholder Proposals for the 2023 Annual Meeting

Any stockholder proposals intended to be presented at the 2023 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must be received at our principal office not later than October 17, 2023 to be included in the proxy statement for that meeting.

Additionally, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of Director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 calendar days prior to the anniversary of the previous year’s annual meeting date (for the 2023 Annual Meeting of Stockholders, no later than December 16, 2023). If the date of the 2023 Annual Meeting is changed by more than 30 calendar days from such anniversary date, however, then the stockholder must provide notice by the later of 60 calendar days prior to the date of the 2023 Annual Meeting and the tenth calendar day following the date on which public announcement of the date of the 2023 Annual Meeting is first made.

ADDITIONAL INFORMATION

Householding

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Proxy Availability Notice or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as householding, potentially provides extra convenience for stockholders and cost savings for companies. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards.

Brokers with account holders who are our stockholders may be “householding” our proxy materials. A Notice or proxy materials will be delivered in one single envelope to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice or proxy materials, please notify your broker, or submit a request in writing to our Secretary, c/o SideChannel, Inc., 146 Main Street, Suite 405, Worcester, MA 01608. Stockholders who currently receive multiple copies of the Notice or proxy materials at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number 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 was delivered.

Annual Reports and Form 10-K

Copies of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, may be obtained without charge by writing to the Company’s Secretary, SideChannel, Inc. 146 Main Street, Suite 405, Worcester, MA 01608 The Notice, our Annual Report on Form 10-K and this proxy statement are also available online at https://investors.sidechannel.com/sec-filings.

January 6, 2023

APPENDIX A

Certificate of Amendment

of

Certificate of Incorporation

of

SideChannel, Inc.

Under Section 242 of the Delaware General Corporation Law

SideChannel, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”) hereby certifies as follows:

FIRST: The Certificate of Incorporation of the Company is hereby amended by adding the following to Article IV:

This amendment shall be effective as of ____ a.m., New York City time on ___, 202__ (the “Effective Time”). As of the Effective Time, every ____ (___) shares of the Company’s Common Stock (the “Old Common Stock”), issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into one (1) share of Common Stock of the Company (the “New Common Stock”) (such formula herein, the “Determined Ratio”). Further, every right, option and warrant to acquire shares of Old Common Stock outstanding immediately prior to the Effective Time shall, as of the Effective Time and without any further action, automatically be reclassified into the right to acquire one (1) share of New Common Stock based on the Determined Ratio of shares of Old Common Stock to shares of New Common Stock, but otherwise upon the terms of such right, option or warrant (except that the exercise or purchase price of such right, option or warrant shall be proportionately adjusted).

Notwithstanding the immediately preceding paragraph, the Company shall not be required to issue or deliver any fractional shares of New Common Stock. At the Effective Time, any such fractional interest in such shares of New Common Stock shall be rounded up to the next whole share. Shares of Common Stock that were outstanding prior to the Effective Time and that are not outstanding after the Effective Time shall resume the status of authorized but unissued shares of Common Stock.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified (as well as the right to receive whole shares in lieu of any fractional shares of New Common Stock as set forth above); provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, as well as any whole share in lieu of fractional shares of New Common Stock to which such holder may be entitled pursuant to the immediately preceding paragraph.

SECOND: The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of not less than a majority of each class of outstanding stock of the Company entitled to vote thereon.

IN WITNESS WHEREOF, I have signed this Certificate this __ day of ____, 20__.

PROXY CARD

SIDECHANNEL, INC.

PROXY FOR ANNUAL MEETING TO BE HELD ON FEBRUARY 15, 2023

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints, Brian Haugli and Ryan Polk and each or either of them as proxies, with full power of substitution, to represent and to vote all the shares of common stock of SideChannel, Inc. (the “Company”), which the undersigned would be entitled to vote, at the Company’s Annual Meeting of Stockholders to be held on February 15, 2023, and at any adjournments thereof, subject to the directions indicated on this Proxy Card.

In his discretion, the proxy is authorized to vote upon any other matter that may properly come before the meeting or any adjournments thereof.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.

This proxy is governed by the laws of the State of Delaware.

IMPORTANT—This Proxy must be signed and dated on the reverse side.

THIS IS YOUR PROXY

YOUR VOTE IS IMPORTANT!

Dear Stockholder:

We cordially invite you to attend the Annual Meeting of Stockholders of SideChannel, Inc. to be held at 386 Main Street, Worcester, Massachusetts, on February 15, 2023, beginning at 9:00 a.m. local time.

Please read the proxy statement which describes the proposals and presents other important information, and complete, sign and return your proxy promptly in the enclosed envelope.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1-3