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.

On April 19, 2024, SideChannel, Inc. (the "Company"), received a letter of resignation (the "Resignation Letter") from its Director, Kevin Powers.

Mr. Power's resignation is effective as of the date of the filing of the next quarterly report, for the period ended March 31, 2024, which was May 7, 2024. OnMay 6, 2024, the resignation was announced to the Board of Directors during a scheduled Board of Directors meeting and was not a result of any disagreement on any matter relating to the Company's operations, policies, or practices.

A copy of the Resignation Letter is filed herewith as Exhibit 17.1 and the description of the Resignation Letter contained herein is qualified in its entirety by reference to the full text of the Resignation Letter which is incorporated by reference into this Item 5.02. In accordance with the requirements of Item 5.02(a) of Form 8-K, the Company has provided Mr. Powers 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.