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





Departure of Director

Thomas Wilkinson, current Chairman of the Board of Directors ("Board") of SideChannel, Inc., (the "Company"), has informed the Company of his decision to retire from the Board and will not be standing for re-election at the Company's next Annual Stockholders Meeting ("Annual Meeting"). As discussed in greater detail below in Item 8.01, the Board voted to reduce the number of Directors on the Board from six (6) to five (5) effective as of the date of the Company's next Annual Meeting.

Mr. Wilkinson will continue to serve as the Chairman of the Board until the conclusion of the Annual Meeting and will receive $15,000 of fees earned for his participation on the Board for the quarter ended March 31, 2023. Following the Annual Meeting, Mr. Wilkinson will provide transitional support to the Company through a consulting agreement ("Independent Contractor Agreement)" for the balance of 2023. In recognition of Mr. Wilkinson's significant contributions to the Company during his nearly four years of service and to thank him for his support in the successful business combination of Cipherloc and SideChannel, the Company will be accelerating the vesting on 500,000 restricted stock units previously awarded to Mr. Wilkinson. Both the Independent Contractor Agreement and acceleration of vesting of restricted stock units are discussed in Item 8.01 below.




Item 8.01 Other Events.

Reduction of Number of Directors

As authorized by its Bylaws, at its meeting on December 20, 2022, the Company's Board voted to reduce the number of Directors serving on the Company's Board from six (6) to five (5) effective as of the date of its next Annual Meeting. As discussed above in Item 5.02, our Chairman, Tom Wilkinson, has determined not to stand for re-election as a Director of the Company.





Appointment of Board Chairman

The Board will select a new Chairman at its first meeting conducted after the Annual Meeting.





Consulting Agreement

On December 28, 2022, the Company entered into the Independent Contractor Agreement with Mr. Wilkinson, pursuant to which Mr. Wilkinson shall serve as a consultant and strategic advisor to management and the Board as set forth in such agreement. Pursuant to the Independent Contractor Agreement, Mr. Wilkinson shall receive (i) three $15,000 installments to be paid on June 30, 2023, September 30, 2023, and December 31, 2023, respectively, and (ii) immediate vesting of 500,000 restricted stock units awarded to Mr. Wilkinson on July 2, 2022 which were previously scheduled to vest pro-ratably over three years from June 1, 2023 through June 1, 2025. The Independent Contractor Agreement is to be effective on February 15, 2023, the date of the Company's 2022 Annual Meeting.

The foregoing description of the Independent Contractor Agreement is not complete and is qualified in its entirety by reference to the full text of the Independent Contractor Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is hereby incorporated by this reference.

Item 9.01 Financial Statements and Exhibits





(a) Exhibits.



Exhibit No.   Description
10.1            Independent Contractor Agreement by and between the Company and
              Thomas Wilkinson (Thomas W. Wilkinson, CPA, PLLC) dated December 28,
              2022

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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