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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