Item 5.07 Submission of Matters to a Vote of Security Holders

On February 15, 2023, SideChannel, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The record date fixed by the Board of Directors ("Board") for stockholders entitled to notice of and to vote at the meeting was December 23, 2022. At the close of business on December 23, 2022, there were 148,724,056 shares of common stock of the Company issued and outstanding along with 100 shares of Series A Preferred stock of the Company issued and outstanding. The combined total number of shares eligible to vote was 148,724,156.

A total of 119,846,018 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on January 6, 2023, are as follows:

Proposal 1. Two (2) nominees for director were elected to serve until the 2023 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director's earlier resignation, removal or death. The result of the votes to elect the two (2) directors was as follows:





Directors             For           Against       Abstain       Broker Non Vote
Anthony Ambrose     83,498,364             0       446,186            35,901,468
Kevin Powers        83,498,325             0       446,225            35,901,468

Proposal 2. The appointment of RBSM, LLP as the Company's independent registered public accounting firm for its fiscal year ended September 30, 2023 was ratified and approved by the stockholders by the votes set forth in the table below:




     For           Against      Abstain       Broker Non Vote
  119,423,038       394,481       28,499                 0

Proposal 3. Discretionary authority was granted to our Board (i) to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a "reverse stock split," at a specific ratio within a range of 1-for-2 to a maximum of a 1-for-100 split, with the exact ratio to be determined by our Board in its sole discretion; and (ii) effect the reverse stock split, if at all, within two years of the date the proposal was approved by the stockholders by the votes set forth in the table below:




     For            Against        Abstain       Broker Non Vote
  115,048,564       4,374,874       422,578                 2


Item 8.01 Other Events.

Appointment of Board Chairwoman

The Board unanimously elected Ms. Deborah MacConnel as its Chairwoman at is meeting on February 15, 2023.

Ms. MacConnel joined the Board on July 1, 2022 and has been involved in the computer industry for 34 years, retiring recently from International Business Machines Corporation ("IBM") (NYSE: IBM) after 28 years. Prior to her retirement, Ms. MacConnel was instrumental in transforming information technology for IBM's human resources function, which supported up to 450,000 employees. Ms. MacConnel's team at IBM was also responsible for transforming the succession planning process for executive selection and promotion, along with enhancing the processes for mergers and acquisition management and talent acquisition. Ms. MacConnel has a Bachelor of Science degree in Business Administration from the University of Texas.

Appointment of Board Committee Chairs

Also at its February 15, 2023 meeting, the Board elected:





  ? Hugh Regan to continue in his role as Audit Committee Chairman.
  ? Kevin Powers as the Compensation Committee Chairman.
  ? Anthony Ambrose to continue in his role as Nomination and Corporate Governance
    Committee Chairman.




Press Release

On February 21, 2023, the Company issued a press release announcing the results of the Annual Meeting and the election of Ms. MacConnel as the Chairwoman of the Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Investor Day Video Conference Replay

A replay of SideChannel's Investor Day is available at https://investors.sidechannel.com/events-presentations. The information in this Form 8-K is a summary only and is subject to and qualified by the entire Investor Day as streamed.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No.   Description
99.1            Press release dated February 21, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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