Management Change/Compensation (Form 8-K)

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

Departure of Director

On December 9, 2025, Deborah MacConnel, a current Member of the Board of Directors ("Board") of SideChannel, Inc., (the "Company"), and the Chairwoman of the Board informed the Company of her upcoming retirement from the Board of Directors.

Ms. MacConnel will remain a member of the Board and the Chairwoman until the Company's next Annual Stockholders Meeting ("Annual Meeting"), at which time Ms. MacConnel will not stand for re-election as a Member of the Board.

Ms. MacConnel's departure is not the result of any disagreement with the Company's management, the Company's Board or the Company on any matter related to its operations, policies or practices.

In recognition of Ms. MacConnel's tenure and contributions to the Company during her service as a member of the Board, the Company will provide her with the vesting of 333,667 restricted stock units ("RSUs"), which were awarded to her on December 23, 2024, and are scheduled to vest on March 1, 2026. The remaining 333,667 RSUs from the December 23, 2024, award will be forfeited by Ms. MacConnel.

In accordance with the requirements of Item 5.02(a) of Form 8-K, the Company has provided Ms. Connel with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.