SideChannel Inc (SDCH)

[22rover]

8-K released ‘tis afternoon (4/15)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 9, 2024, by unanimous vote of the Board of Directors (the “Board”) of SideChannel, Inc. (the “Company”) passed the following resolutions:

1. The Board has determined to eliminate two of the Committees of the Board of Directors including:

The Compensation Committee comprised of the following directors: Robert Brown, Deborah MacConnel, and Kevin Powers

The Nomination and Corporate Governance Committee comprised of the following directors: James Hansen, Brian Haugli, Deborah MacConnel, Kevin Powers, and Hugh Regan, Jr.

2. The Board has determined to eliminate all cash compensation paid to its directors.

3. The Board has determined to eliminate all stock compensation paid to its directors. No agreements have been entered for this arrangement but are forthcoming.

4. The Board has determined to implement an equity incentive plan for its directors.

5. The Board has determined to compensate Director Hugh Regan, Jr. at a rate of $7,500 per quarter for services provided as chair of the Audit Committee. No agreements have been entered for this arrangement, but are forthcoming.