Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. On September 23, 2026, SideChannel, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to vote on the following matter: Proposal No. 1:…
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
September 23, 2026, SideChannel, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”)
to vote on the following matter:
Proposal
No. 1: To approve the amendment of the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”),
to reduce the number of shares of common stock authorized for issuance from 681,000,000 to 13,100,000 shares and to reduce the number
of shares of preferred stock authorized for issuance from 10,000,000 to 1,000,000 shares, and to approve a certificate of amendment to
the Certificate of Incorporation to effectuate such reductions (“Proposal No. 1”)
As
of July 24, 2026, the record date for determination of stockholders entitled to notice of, and to vote at, the Special Meeting (the “Record
Date”), there were 4,572,757 shares of common stock outstanding. At the Special Meeting, holders of 2,843,743 shares of common
stock were represented in person or by proxy, constituting a quorum. The final voting results with respect to Proposal No. 1 are set
forth below:
For Against Abstain Broker
Non-Votes
──────────────────────────────────────────────────────
2,680,894 162,791 58 -
As
disclosed in the Company’s proxy statement relating to the Special Meeting, Proposal No. 2 (the adjournment proposal) was submitted
for the purpose of adjourning the Special Meeting if necessary to permit further solicitation of proxies in the event that there were
insufficient votes to approve Proposal No. 1. Because Proposal No. 1 received sufficient votes for approval, the condition for the adjournment
proposal did not occur. Therefore, Proposal No. 2 was rendered moot and was not presented for action at the Special Meeting.
