SideChannel, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File No. 000-28745 SideChannel, Inc. (Exact name of registrant as specified in its charter) Delaware   86-0837077 State of Incorporation   IRS Employer Identification Number 146 Main Street , Suite 405 , Worcester , MA 01608 (Address of principal executive offices) (Zip Code) (508) 925-0114 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None.   Securities registered pursuant to Section 12(g) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, par value $0.001 per share SDCH N/A Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 6, 2024, the registrant had 224,355,805 shares of common stock outstanding. SIDECHANNEL, INC. TABLE OF CONTENTS PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements 3 Consolidated Balance Sheets as of March 31, 2024 (Unaudited), and September 30, 2023 3 Unaudited Consolidated Statements of Operations for the three and six months ended March 31, 2024 and 2023 4 Unaudited Consolidated Statement of Stockholders’ Equity for the three and six months ended March 31, 2024 and 2023 5 Unaudited Consolidated Statements of Cash Flows for the six months ended March 31, 2024 and 2023 6 Notes to Unaudited Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3 Quantitative and Qualitative Disclosures About Market Risk 22 Item 4. Controls and Procedures 22 PART II - OTHER INFORMATION Item 1. Legal Proceedings 23 Item 1A. Risk Factors 23 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24 Item 3. Defaults Upon Senior Securities 24 Item 4. Mine Safety Disclosures 24 Item 5 Other Information 24 Item 6. Exhibits 25 2 Table of Contents PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SIDECHANNEL, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) 31-Mar-24 30-Sep-23 (Unaudited) ASSETS Current assets Cash $ 851 $ 1,053 Accounts receivable, net 910 834 Deferred costs 180 180 Prepaid expenses and other current assets 446 381 Total current assets 2,387 2,448 Fixed assets 24 30 Goodwill 1,356 1,356 Deferred costs 60 150 Total assets $ 3,827 $ 3,984 LIABILITIES & STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued liabilities $ 498 $ 613 Deferred revenue 564 280 Promissory note payable - 50 Income taxes payable - 11 Total current liabilities 1,062 954 Other Liabilities - - Total liabilities 1,062 954 Commitments and contingencies (Note 10) - - Common stock, $ 0.001 par value, 681,000,000 shares authorized; 224,355,805 and 213,854,781 shares issued and outstanding as of Mar 31, 2024 and Sep 30, 2023 224 214 Additional paid-in capital 21,979 21,755 Accumulated Deficit ( 19,438 ) ( 18,939 ) Total stockholders’ equity 2,765 3,030 Total liabilities and stockholders’ equity $ 3,827 $ 3,984 Note: The consolidated balance sheet at September 30, 2023, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by the United States generally accepted accounting principles for complete financial statements. See accompanying notes to unaudited consolidated financial statements. 3 Table of Contents SIDECHANNEL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) (Unaudited) 2024 2023 2024 2023 Three Months Ended Six Months Ended March 31, March 31, 2024 2023 2024 2023 Revenues $ 1,927 $ 1,617 $ 3,663 $ 3,163 Cost of revenues 1,059 880 1,950 1,561 Gross profit 868 737 1,713 1,602 Operating expenses General and administrative 849 990 1,558 $ 2,020 Selling and marketing 156 437 425 744 Research and development 123 168 249 303 Total operating expenses 1,128 1,595 2,232 3,067 Operating income (loss) ( 260 ) ( 858 ) ( 519 ) ( 1,465 ) Other income, net 8 2 21 7 Net income (loss) before income tax expense $ ( 252 ) $ ( 856 ) $ ( 498 ) $ ( 1,458 ) Income tax expense 1 1 Net income (loss) after income tax expense ( 253 ) ( 856 ) ( 499 ) ( 1,458 ) Net income (loss) per common share – basic and diluted $ ( 0.00 ) $ ( 0.01 ) $ ( 0.00 ) $ ( 0.01 ) Weighted average common shares outstanding – basic and diluted 222,773,052 148,928,663 218,653,945 148,830,224 See accompanying notes to unaudited consolidated financial statements. 4 Table of Contents SIDECHANNEL, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share and per share data) (Unaudited) Shares Par Value Shares Par Value Paid-in Capital Accumulated Deficit Stockholders’ Equity For the Six Months Ended March 31, 2024 Preferred Stock Common Stock Additional Shares Par Value Shares Par Value Paid-in Capital Accumulated Deficit Stockholders’ Equity Balance at September 30, 2023 — $ — 213,854,781 $ 214 $ 21,755 $ ( 18,939 ) $ 3,030 Shares issued for 2021 Investor Warrants — — 7,270,958 7 ( 7 ) — — Shares issued for services 257,085 — 8 — 8 Stock-based compensation — — 262,486 1 80 — 81 Net loss — — — — — ( 246 ) ( 246 ) Balance at December 31, 2023 — $ — 221,645,310 222 $ 21,836 ( 19,185 ) $ 2,873 Shares issued for services — — 180,558 — 12 — 12 Stock-based compensation expense — — 2,529,937 2 131 — 133 Net loss — — — — — ( 253 ) ( 253 ) Balance at March 31, 2024 — $ — 224,355,805 $ 224 $ 21,979 $ ( 19,438 ) $ 2,765 For the Six Months Ended March 31, 2023 Preferred Stock Common Stock Additional Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at September 30, 2022 100 $ — 148,724,056 $ 149 $ 21,180 $ ( 11,933 ) $ 9,396 Shares issued for services — — 180,557 18 18 Stock-based compensation — — — — 118 — 118 Net loss — — — — — ( 602 ) ( 602 ) Balance at December 31, 2022 100 $ — 148,904,613 $ 149 $ 21,316 $ ( 12,535 ) $ 8,930 Balance 100 $ — 148,904,613 $ 149 $ 21,316 $ ( 12,535 ) $ 8,930 Shares issued for services — — 166,668 — 13 — 13 Stock-based compensation — — 500,000 1 116 — 117 Stock-based compensation expense — — 500,000 1 116 — 117 Net loss — — — — — ( 856 ) ( 856 ) Balance at March 31, 2023 100 $ — 149,571,281 $ 150 $ 21,445 $ ( 13,391 ) $ 8,204 Balance 100 $ — 149,571,281 $ 150 $ 21,445 $ ( 13,391 ) $ 8,204 See accompanying notes to unaudited consolidated financial statements. 5 Table of Contents SIDECHANNEL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) 2024 2023 Six Months Ended March 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 499 ) $ ( 1,458 ) Adjustments to reconcile net (loss) income to net cash flows used in operating activities: Depreciation and amortization 96 90 Stock-based compensation and shares issued for services, net 234 245 Changes in operating assets and liabilities: Accounts receivable, net ( 76 ) ( 284 ) Prepaid expenses and other assets ( 65 ) 37 Accounts payable and accrued liabilities ( 115 ) - Income taxes payable ( 11 ) - Deferred revenue 284 242 Net cash used in operating activities ( 152 ) ( 1,128 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of fixed assets - - Net cash used in investing activities - - CASH FLOWS FROM FINANCING ACTIVITIES: Payment of note payable ( 50 ) - Net cash used in financing activities ( 50 ) - (DECREASE) INCREASE IN CASH ( 202 ) ( 1,128 ) CASH, BEGINNING OF PERIOD 1,053 3,030 CASH, END OF PERIOD $ 851 $ 1,902 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Stock-based compensation included in accounts payable and accrued liabilities $ - $ 21 Shares Issued for services 20 31 Purchase of restricted stock units (“RSUs”) sold by employees to pay for taxes due on vested RSUs 66 - See accompanying notes to unaudited consolidated financial statements. 6 Table of Contents SIDECHANNEL, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2023 NOTE 1 – GENERAL INFORMATION Description of the Company SideChannel Inc. (OTCQB: SDCH) (“SideChannel”, the “Company”, “we”, “us”, or “our”), a Delaware Corporation organized in 2021, is a cybersecurity advisory services and software company. Our headquarters are located at 146 Main Street, Suite 405, Worcester, MA, 01608. Our website is https://sidechannel.com . A history of the Company is disclosed in our Form 10-K for the year ended September 30, 2023 (the “2023 Form 10-K”) filed on December 27, 2023, with the Securities and Exchange Commission (“SEC”). Our mission is to make cybersecurity simple and accessible for mid-market and emerging companies, a market we that we believe is currently underserved. We believe that our cybersecurity product and service offerings provide cybersecurity and privacy risk management solutions for our customers. We anticipate that our target customers will continue to need cost-effective security solutions. We intend to provide more tech-enabled services to address the needs of our customers, including virtual Chief Information Security Officer (“vCISO”), zero trust, third-party risk management, due diligence, privacy, threat intelligence, and managed end-point security solutions. We are offering proprietary software called Enclave which simplifies important cybersecurity tasks called “asset inventory” and “microsegmentation.” Enclave seamlessly combines access control, microsegmentation, encryption and other secure networking concepts to create a comprehensive solution. It allows IT professionals to easily segment the enterprise network, place the right staff in those segments and direct traffic. Business Combination On July 1, 2022 we, then known as Cipherloc Corporation (“Cipherloc”), a Delaware corporation, completed an acquisition (“Business Combination”) of all the outstanding equity securities of SideChannel, Inc., a Massachusetts corporation, pursuant to an Equity Securities Purchase Agreement dated May 16, 2022 (the “Purchase Agreement”). On September 9, 2022, SideChannel, Inc. the acquired Massachusetts corporation and a subsidiary of the registrant, changed its name to SCS, Inc. (the “Subsidiary” or “SCS”) and Cipherloc Corporation, the Delaware parent company of the subsidiary has changed its name to SideChannel, Inc. The Business Combination was accounted for as a reverse acquisition (“reverse merger”) in accordance with GAAP. Under this method of accounting, SCS was deemed to be the accounting acquirer for financial reporting purposes. As part of the Business Combination, the former stockholders of SCS (the “Sellers”) exchanged all of their equity securities in SCS for a total of 59,900,000 shares of the Company’s common stock (the “First Tranche Shares”), and 100 shares of the Company’s newly designated Series A Preferred Stock, $ 0.001 par value (the “Series A Preferred Stock”). The In addition the Sellers were entitled to receive up to an additional 59,900,000 shares of the Company’s common stock (the “Second Tranche Shares” and together with the First Tranche Shares and the Series A Preferred Stock, the “Shares”) at such time that the operations of SCS, as a subsidiary of the Company, achieved at least $ 5.5 million in revenue (the “Milestone”) for any twelve-month period occurring after the Closing Date and before the 48-month anniversary of the execution of the Purchase Agreement. The number of the Second Tranche Shares could have been reduced or increased, based upon whether SCS working capital as of the Closing Date is less than or more than zero (“Closing Working Capital Adjustment”). The number of the Second Tranche Shares was also subject to adjustment based upon any successful indemnification claims made by the parties pursuant to the Purchase Agreement. The Closing Working Capital Adjustment increased the Second Tranche Shares by 2,116,618 shares of common stock. The 100 shares of Series A Preferred Stock were converted to common stock on May 4, 2023. 7 Table of Contents The Shares are subject to a Lock-Up/Leak-Out Agreement, pursuant to which, subject to certain exceptions, the Sellers may not directly or indirectly offer to sell, or otherwise transfer, any of the Shares for twenty-four months after the Closing Date without the prior written consent of the Company. Notwithstanding the foregoing, pursuant to the Lock-Up/Leak-Out Agreement, each of the Sellers may sell up to 20% of their Shares beginning twelve (12) months after the Closing Date, and the remaining 80% of their shares of Common Stock beginning twenty-four (24) months after the Closing Date . NOTE 2 – Summary of Significant Accounting Policies We have not made changes to the Significant Accounting Policies disclosed in our 2023 Form 10-K for the year ended September 30, 2023 filed on December 27, 2023, with the SEC. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending September 30, 2024. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023. Certain prior period amounts have been reclassified to conform to the current year presentation or adjusted due to rounding and have had no impact on net income or stockholders’ equity. Reclassifications Certain prior year amounts have been reclassified to be comparable with the current year’s presentation. Segment Information We manage our operations as a single operating segment for the purposes of assessing performance and making operating decisions. Critical Accounting Estimates In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for the interim periods presented. Certain footnote information has been condensed or omitted from these consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our 2023 Form 10-K. The same accounting policies have been followed in these unaudited interim consolidated financial statements as those applied in the preparation of our consolidated audited financial statements for the year ended September 30, 2023. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain of our accounts, including goodwill, identifiable intangibles, and deferred tax assets and liabilities, including related valuation allowances, are based upon estimates. We base our estimates on historical experience and on appropriate and customary assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and assumptions are particularly sensitive because of their significance to our consolidated financial statements and because of the possibility that future events affecting them may differ markedly from what had been assumed when the financial statements were prepared. 8 Table of Contents As of March 31, 2024, there have been no significant changes to the accounting estimates that we have deemed critical. Our critical accounting estimates are more fully described in our 2023 Form 10-K. Revenue Recognition We recognize revenue in accordance with the guidance in ASC Topic 606 (Revenue from Contracts with Customers). We recognize revenue for the sale of products or services when our performance obligations under the terms of a contract with a customer are satisfied and control of the product or service has been transferred to the customer. Generally, this occurs when we deliver a product or perform a service. In certain cases, recognition of revenue is deferred until the product or service is received by the customer or at some other point in the future when we have determined that we have satisfied our performance obligations under the contract. Our contracts with customers may include a combination of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. We do not have any material variable consideration arrangements, or any material payment terms with our customers other than standard payment terms which generally range from net 15 to net 90 days. Nature of Products and Services We identify, develop, and deploy cybersecurity and privacy risk management solutions for our clients and customers in North America. We categorize our products and services as either vCISO Services or Cybersecurity Software and Services. In addition to Enclave, our proprietary software product, we also sell third-party software and services through a network of strategic partnerships. Types of Contracts with Customers Our contracts with customers are generally structured as annual subscription agreements or project specific statements of work. Our annual subscription agreements include a minimum number of service hours purchased during the subscription time period. Payment terms and any other customer-specific acceptance criteria are also specified in the contracts and statements of work. Contract Balances We record accounts receivable at the time of invoicing. Accounts receivable, net of the allowance for doubtful accounts, is included in current assets on our balance sheet. To the extent that we do not recognize revenue at the same time as we invoice, we record a liability for deferred revenue. In certain instances, we also receive customer deposits in advance of invoicing and recording of accounts receivable. Deferred revenue and customer deposits are included in current liabilities on our consolidated balance sheets. We maintain an allowance for doubtful accounts (“allowance”) equal to 3 % of the ending quarterly accounts receivable balance. The allowance is rounded up to the nearest $ 10,000 . Costs to Obtain a Contract with a Customer The only costs we incur associated with obtaining contracts with customers are marketing costs incurred with third-party service providers and sales commissions that we pay to our employees, contractors, or third-party sales representatives. Commissions are calculated based on set percentages of the revenue value of each product or service sold. Commissions are considered earned by our internal sales personnel at the time we recognize revenue for a particular transaction. Commissions are considered earned by third-party sales representatives at the time that revenue is recognized for a particular transaction. We record commission expense in our consolidated statements of operations at the time the commission is earned. Commissions earned but not yet paid are included in current liabilities on our balance sheets. 9 Table of Contents Net Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in our earnings. Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. Accounting Pronouncements We did not adopt new accounting pronouncements during the six months ended March 31, 2024. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which provides guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements. The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning December 15, 2023, and interim periods within fiscal years beginning December 15, 2024. For us, annual reporting requirements will be effective for our fiscal year 2025 beginning on October 1, 2024 and interim reporting requirements will be effective beginning with our fourth quarter of fiscal year 2025. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation table and disaggregation of income taxes paid, net of refunds, by jurisdiction. All entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for fiscal years beginning after December 15, 2024, which for us is our fiscal year 2026 beginning on October 1, 2025. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. The Company does not believe that any recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the accompanying consolidated financial statements. NOTE 3 – LEASES On December 10, 2021, we entered into a lease for approximately 500 square feet of office space at 146 Main Street in Worcester, Massachusetts, with the option to renew annually for three (3) twelve (12) month periods through December 2025. The annual renewal date is January 1 st . Our current lease payment is $ 967 per month. The lease allows for a two percent (2%) increase effective at the beginning of each renewal period. Operating lease payments are included in cash outflows from operating activities on our consolidated statements of cash flows. 10 Table of Contents We have made an accounting policy election not to apply the recognition requirements of ASC Topic 842 (Leases) to short-term leases (leases with a term of one year or less at the commencement date of the lease). Lease expense for short-term lease payments is recognized on a straight-line basis over the lease term. Following the guidance of ASC Topic 842, we are not required to record ROU assets and operating lease liabilities. NOTE 4 – DEFERRED REVENUE Deferred Revenue is comprised of payments received from our clients and customers for products or services in advance of receiving the product or service. This primarily occurs for annual software and service contracts including Enclave. While software contracts can be initiated at any time of year, most of our annual agreements renew in our quarter ended March 31. A payment received from a client in advance of receiving the product or service will be deferred and increase the balance of Deferred Revenue. We recognize the revenue for the product or service when it is delivered to the client according to ASC Topic 606. The recognition of revenue for a product or service paid for in advance by our clients will decrease the balance of Deferred Revenue. Deferred revenue was $ 564,000 at March 31, 2024 and $ 280,000 at September 30, 2023. The deferred revenue is expected to be earned within 12 months of the balance sheet date. Changes in deferred revenue for the six months ended March 31, 2024 were as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE Deferred Revenue (In thousands) Balance at September 30, 2023 $ 280 Deferral of revenue 741 Recognition of revenue ( 457 ) Balance at March 31, 2024 $ 564 NOTE 5 – DEBT Pursuant to a Membership Interest Redemption Agreement, dated November 3, 2021, by and between us and Akash Desai (“Desai Redemption Agreement”), we promised to pay Mr. Desai $ 100,000 , without interest, in exchange for Mr. Desai’s right, title, and interest in us while we operated as an LLC. Mr. Desai was paid $ 50,000 at the execution of the Desai Redemption Agreement and the remaining $ 50,000 balance was paid in December 2023. NOTE 6 - STOCKHOLDERS’ EQUITY Common Stock As of March 31, 2024, we had 224,355,805 shares of common stock outstanding and were authorized to issue 681,000,000 shares of common stock at a par value of $ 0.001 . We had 213,854,781 shares of common stock outstanding as of September 30, 2023. Common Stock Issued for Cash We did not issue shares of common stock for cash during the six months ended March 31, 2024. Common Stock Issued for Business Combinations We did not issue shares for mergers or acquisitions related activity during the six months ended March 31, 2024. 11 Table of Contents Common Stock Issued for Services Total shares of common stock issued for services during the six months ended March 31, 2024 is 437,643 with a total fair value of $ 20,000 . Our Board of Directors (“Board”) had elected to have each of its members receive one-half of such member’s quarterly compensation in the form of shares of the Company’s common stock instead of cash. We also use stock as a form of compensation for independent contractors who provide professional services to us in sales, marketing, or administration. On February 15, 2024, and March 28, 2024, the Company issued 20,834 and 159,724 shares of common stock, respectively, as compensation to the non-executive members of our Board for a fair value of $ 12,000 for the services rendered during the second quarter of fiscal year 2024. For the six months ended March 31, 2024 we have issued 347,226 shares of common stock as compensation for a value of $ 17,000 . For the six months ended March 31, 2024 we have issued 90,417 shares of common stock to an independent contractor with a fair value of $ 3,000 . Common Stock Issued Under Equity Incentive Plan We issued 2,792,423 shares of common stock for 4,039,824 Restricted Stock Units (“RSUs”) that vested during the six months ended March 31, 2024. The number of RSUs sold by these employees to fund payroll taxes for the six months ended March 31, 2024 was 1,247,401 . Common Stock Issued Under Tender Offer On December 26, 2023 we closed a tender offer to exchange approximately 55.5 million 2021 Investor Warrants for shares of common stock and new warrants (“November 2023 Warrant Exchange”). The November 2023 Warrant Exchange had 43,538,501 2021 Investor warrants tendered ( 78.4 % of the outstanding 2021 Investor Warrants) resulting in the issuance of 7,270,958 shares of common stock and 17,415,437 new warrants (“New Warrants”). The New Warrants include these terms: ● Each (1) New Warrant can subscribe for and purchase one (1) share of common stock from the Company at an exercise price of eighteen cents ($ 0.18 ) on or before December 29, 2028. ● The New Warrant can be exercised on a cash or cashless basis. ● The New Warrants will automatically convert if the common stock trades at a bid price equal to or greater than thirty-six cents ($ 0.36 ) for thirty (30) consecutive trading days. New Warrant holders will be notified if the automatic conversion is triggered and will be provided with twenty (20) trading days to deliver a notice of exercise to the Company. ● The New Warrants will be adjusted for stock dividends and stock splits should such an event occur during the term of the New Warrant. The weighted average warrant fair value of the 2021 Investor Warrants successfully tendered, as determined using the Black-Scholes option valuation model, was in excess of the value of the consideration paid by the Company to the 2021 Investor Warrant holders who successfully tendered their warrants during the November 2023 Warrant Exchange. We did not recognize a gain as a result of the November 2023 Warrant Exchange. The assumptions used to estimate the weighted average warrant fair value for the successfully tendered 2021 Investor Warrants include: ● We estimated volatility based primarily on historical monthly price changes of the Company’s stock equal to the expected life of the warrant. ● The risk-free interest rate was based on the U.S. Treasury yield in effect at the time of grant. ● The expected warrant term was the number of years the Company estimates the warrants will be outstanding prior to exercise based on expected historical exercise patterns. 12 Table of Contents After the November 2023 Warrant Exchange, we had a total of 43.2 million warrants outstanding comprised of 5.4 million from 2018 issued to placement agents, 8.4 million from 2021 issued to placement agents, 12.0 million remaining 2021 investor warrants, and 17.4 million new warrants issued on December 26, 2023. Preferred Stock As of March 31, 2024, we had zero ( 0 ) shares of preferred stock outstanding. Warrants The following table summarizes warrant activity for the six months ended March 31, 2024: SCHEDULE OF WARRANT ACTIVITY Outstanding Warrants (In thousands, except prices and remaining lives) Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at September 30, 2023 69,281 $ 0.39 3.31 Granted through November 2023 Warrant Exchange 17,415 0.18 4.75 Tendered during November 2023 Warrant Exchange ( 43,538 ) ( 0.36 ) ( 2.25 ) Canceled/Forfeited — — — Outstanding at March 31, 2024 43,158 $ 0.33 4.39 NOTE 7 – RELATED PARTY TRANSACTIONS Brian Haugli, our Chief Executive Officer and our stockholder in the Company, is also a principal shareholder of RealCISO Inc. (“RealCISO”). On September 22, 2020, SideChannel assigned to RealCISO Inc. certain contracts and intellectual property. We are a reseller of the RealCISO software. We receive revenue from our customers for the use of RealCISO software and pays licensing fees to RealCISO for such use. We paid $ 20,160 to RealCISO in the six months ending March 31, 2024. We paid $ 36,000 to RealCISO during the six months ended March 31, 2023. We received $ 76,500 from RealCISO for software development services that we provided RealCISO during the six months ending March 31, 2024. On October 13, 2023, the Association of the US Army (“AUSA”) signed an agreement for a cybersecurity risk assessment for $ 24,425 . On February 15, 2024, the President of AUSA, Retired U.S. Army General Robert Brown, joined our Board. The final payment of $ 6,106 for the agreement for the assessment was invoiced and paid during March 2024. Nick Hnatiw, our Chief Technology Officer and Director, has an amount payable to the Company in relation to the payroll taxes paid by the Company on his behalf for RSUs that vested during calendar year 2022. The balance due from Mr. Hnatiw is $ 2,551 and is recorded in prepaid and other current assets as of March 31, 2024. No other related party transactions occurred during the six months ending March 31, 2024. NOTE 8 – CUSTOMER CONCENTRATION RISK No client individually accounted for over 10 % of our revenue during the three months or six months ended March 31, 2024; no client individually accounted for over 10 % of our revenue during the three months or six months ended March 31, 2023. 13 Table of Contents NOTE 9 – STOCK BASED COMPENSATION We grant equity compensation awards to directors, employees, and contractors under the 2021 Omnibus Equity Compensation Plan. We have granted RSUs with service-based vesting conditions with vesting typically occurring over a 3-year period. The following table summarizes the activity of our RSUs granted under our Equity Incentive Plan during the six months ended March 31, 2024, and March 31, 2023. SCHEDULE OF RESTRICTED STOCK UNITS VESTING Outstanding Equity Compensation Grants (In thousands) Number of RSU’s Outstanding Grants at September 30, 2023 8,637 Granted 8,250 Vested ( 4,040 ) Canceled/Forfeited ( 1,703 ) Outstanding Grants at March 31, 2024 11,144 Outstanding Grants at September 30, 2022 4,309 Granted 2,933 Vested ( 500 ) Canceled/Forfeited — Outstanding Grants at March 31, 2023 6,742 The weighted average grant-date fair value was $ 0.05 per share for all awards granted during the six months ended March 31, 2024 and $ 0.14 per share for all awards granted during the six months ended March 31, 2023. The Company recognizes compensation cost for unvested share-based awards on a straight-line basis over the requisite service period. Total stock-based compensation is included in general and administrative expense, selling and marketing expense, and research and development expense in our accompanying Consolidated Statements of Operations. Our total stock-based compensation expense for the six months ended March 31, 2024 was $ 300,000 comprised of $ 20,000 for shares issued for services and $ 280,000 for the amortization of outstanding equity compensation grants. The unamortized stock compensation expense at March 31, 2024, is $ 757,000 , and the remaining weighted average term to vesting is 2.4 years. Some employees opted to sell RSUs back to the Company at the fair market value on the vesting date to fund their portion of payroll taxes due on the taxable income generated by the vested RSUs. For the six months ended March 31, 2024, we have purchased RSUs with a vesting date value of $ 66,000 . Our Statement of Stockholders Equity reflects the net increase of $ 214,000 as of March 31, 2024 or $ 280,000 of total stock-based compensation expense less the $ 66,000 of RSUs purchased. We incurred stock-based compensation expense of $ 266,000 for the six months ended March 31, 2023 which is comprised of $ 31,000 for shares issued for services and $ 235,000 for the amortization of outstanding equity compensation grants. NOTE 10 – COMMITMENTS AND CONTINGENCIES In April 2020, Eric Marquez, the former Secretary/Treasurer and Chief Financial Officer of Cipherloc Corporation, and certain other plaintiffs, filed a lawsuit against Cipherloc Corporation and Michael De La Garza, Cipherloc’s former Chief Executive Officer and President, in the 20 th Judicial District for Hays County, Texas (Cause No. 20-0818). The lawsuit alleges causes of action for fraud against Mr. De La Garza (for misrepresentations allegedly made by Mr. De La Garza); breach of contract, for alleged breaches of Mr. Marquez’s alleged oral employment agreement, which Mr. Marquez claims required Cipherloc pay him cash and shares of stock; unjust enrichment; quantum meruit; and rescission of certain stock purchases made by certain of the plaintiffs, as well as declaratory relief and fraud. Damages sought exceed $ 1,000,000 . We believe we have made all required payments and delivered the stock to the plaintiffs. The case is currently being defended by us. We believe we have meritorious defenses to the allegations, and we intend to continue to vigorously defend against the litigation. We are not currently involved in any additional litigation that we believe could have a material adverse effect on our financial condition or results of operations. 14 Table of Contents NOTE 11 – SUBSEQUENT EVENTS On April 15, 2024, we filed a Form 8-K with the SEC for the following resolutions passed with unanimous vote by our Board: 1. The Board eliminated two of the Committees of the Board of Directors including: The Compensation Committee comprised of the following directors: Robert Brown, Deborah MacConnel, and Kevin Powers The Nomination and Corporate Governance Committee comprised of the following directors: James Hansen, Brian Haugli, Deborah MacConnel, Kevin Powers, and Hugh Regan, Jr. 2. The Board eliminated all cash compensation paid to its directors. 3. The Board eliminated all stock compensation paid to its directors. No agreements have been entered for this arrangement but are forthcoming. 4. The Board has determined to implement an equity incentive plan for its directors. 5. The Board determined to compensate Director Hugh Regan, Jr. at a rate of $ 7,500 per quarter for services provided as chair of the Audit Committee. No agreements have been entered for this arrangement but are forthcoming. FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and elsewhere in this Form 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate; therefore, we cannot assure you that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in our forward-looking statements, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. Some of these and other risks and uncertainties that could cause actual results to differ materially from such forward-looking statements are more fully described in our 2023 Annual Report on Form 10-K, elsewhere in this Quarterly Report on Form 10-Q, or those discussed in other documents we filed with the SEC. Except as may be required by applicable law, we undertake no obligation to publicly update or advise of any change in any forward-looking statement, whether as a result of new information, future events, or otherwise. In making these statements, we disclaim any obligation to address or update each factor in future filings with the SEC or communications regarding our business or results, and we do not undertake to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications. In addition, any of the matters discussed above may have affected our past results and may affect future results, so that our actual results may differ materially from those expressed in this Quarterly Report on Form 10-Q and in prior or subsequent communications. This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Report, and the audited financial statements and notes thereto and “Part II. Other Information - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contained in our 2023 Form 10-K. We are not aware of any misstatements regarding any third-party information presented in this Report; however, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under, and incorporated by reference in, the section entitled “ Item 1A. Risk Factors ” of this Report. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Some market and other data included herein, as well as the data of competitors as they relate to SideChannel (as defined herein), is also based on our good faith estimates. 15 Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with the unaudited consolidated financial statements and the accompanying notes included in Part I, Item 1 of this Report. Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “SideChannel,” and “SideChannel, Inc.” refer specifically to SideChannel, Inc. and its consolidated subsidiaries. In addition, unless the context otherwise requires and for the purposes of this report only: ● “ Exchange Act ” refers to the Securities Exchange Act of 1934, as amended; ● “ SEC ” or the “ Commission ” refers to the United States Securities and Exchange Commission; and ● “ Securities Act ” refers to the Securities Act of 1933, as amended. All references to years relate to the fiscal year ended September 30 of the particular year. Business Overview Our efforts are focused on protecting and enabling the critical business functions of our clients and customers through comprehensive cybersecurity programs. This specifically includes: ● Embedding virtual Chief Information Security Officers (“vCISOs”) as a fractional resource into the leadership teams of our clients, ● Deploying a proprietary SaaS platform called Enclave that simplifies the segmentation of digital networks, ● Assessing, identifying, and mitigating cybersecurity and privacy risks through tech-enabled security engineering processes, and ● Reselling third-party cybersecurity services and software when appropriate. We internally report our revenue using two categories. The first, “vCISO Services,” captures the revenue the Chief Information Security Officer services that we provide to our clients on a “virtual” or outsourced basis, thus the acronym “vCISO.” Services delivered by SideChannel through our team of vCISOs include assessing the cybersecurity risk profile, implementing policies and programs to mitigate risks, and managing the day-to-day tasks to ensure compliance with the adopted cybersecurity framework. Most of our clients use our vCISO services. 16 Table of Contents vCISO engagements typically include a fixed monthly subscription fee with durations longer than twelve (12) months. Hourly rates for vCISO time and material projects range from $350 to $425. Each of our vCISOs is generally embedded into the C-suite executive teams of two (2) to four (4) of our clients. Our second revenue category encompasses an array of Cybersecurity Software and Services that our clients deem necessary to protect their digital assets. These augment our vCISO offering and include a full range of other cybersecurity products and services delivered through a team of security engineers along with a network of third-party service providers and value-added resellers (“VARs”). Commercial relationships with third-party service providers and VARs provide SideChannel with additional internal capabilities to mitigate cybersecurity risks. We earn licensing revenue from software contracts and commissions from third-party service provider partnerships which are included in this revenue category. Our growth strategy focuses on these three initiatives: 1. Securing new vCISO clients, 2. Adding new Cybersecurity Software and Services offerings, and 3. Increasing adoption of Cybersecurity Software, including Enclave and Services offerings at vCISO clients We are offering proprietary software called Enclave which simplifies important cybersecurity tasks including “asset inventory”, “vulnerability management”, and “microsegmentation.” Enclave seamlessly combines access control, microsegmentation, encryption and other secure networking concepts to create a novel solution for simplifying the deployment and management of these cybersecurity controls. It allows IT professionals to easily segment the enterprise network, place the right staff in those segments and direct traffic. Enclave revenue is currently included within the Cybersecurity Software and Services category. Revenue Category Performance for the Six Months Ended March 31, 2024 and 2023 The revenue metrics discussed in this section are for the six months ended March 31, 2024, versus the same period in fiscal year 2023. The following table contains the revenue by category. (in thousands) 2024 2023 % of Total % of Total $ Change % Change Revenue vCISO Services $ 2,236 61.0 % $ 1,952 61.7 % $ 284 14.5 % Cybersecurity Software & Services 1,427 39.0 % 1,211 38.3 % 216 17.8 % Total $ 3,663 $ 3,163 $ 500 15.8 % The growth in vCISO Services reflects both growth in clients served and an increase in revenue per client. Cybersecurity Software & Services revenue grew from 2023 to 2024 because of an increase in the use of these services by existing clients and because of an expansion of the services and software offered. 17 Table of Contents We also monitor new and retained revenue. The revenue earned from clients during our first twelve months of working with them is classified as new; while the revenue earned with clients after our first twelve months of working with them is classified as retained. The following table provides details on our new and retained revenue for the six months ended March 31, 2024 and 2023. (in thousands) 2024 2023 % of Total % of Total $ Change % Change Revenue vCISO New $ 702 31.4 % $ 1,192 61.1 % $ (490 ) (41.1 )% Retained 1,534 68.6 % 760 38.9 % 774 101.8 % Total $ 2,236 $ 1,952 $ 284 14.5 % Cybersecurity Software & Services New $ 587 41.1 % $ 403 33.3 % $ 184 45.7 % Retained 840 58.9 % 808 66.7 % 32 4.0 % Total $ 1,427 $ 1,211 $ 216 17.8 % Total Revenue New $ 1,289 35.2 % $ 1,595 50.4 % $ (306 ) (19.2 )% Retained 2,374 64.8 % 1,568 49.6 % 806 51.4 % Total $ 3,663 $ 3,163 $ 500 15.8 % We initiated fewer new vCISO Services engagements during the six months ended March 31. 2024 than we did during the six months ended March 31, 2023. We attribute the decrease to ineffective lead generation campaigns launched during the last half of fiscal year 2023. We had more success at securing Cybersecurity Software and Services work in new engagements during the six months ended March 31, 2024 than we did during the prior year. Further, we consider trailing twelve revenue retention a key performance indicator. Revenue retention is calculated by dividing retained revenue in the measurement period by the total revenue for the previous twelve-month time frame. The following table shows the revenue retention by category for the twelve months ended March 31, 2024 and September 30, 2023. Trailing Twelve Months Ended March 31, 2024 September 30, 2023 vCISO Services 74.5 % 60.8 % Cybersecurity Software & Services 74.8 % 89.4 % Total 74.6 % 71.0 % Increase in Cash from December 31, 2023 to March 31, 2024 In May 2023, we announced our intention to accelerate the attainment of positive cash flow from operations by making significant reductions in operating expenses. For the three months ended March 31, 2024, our operating expenses are $467,000 lower than the prior year. For the six months ended March 31, 2024, our operating expenses are $837,000 lower than the prior year. On a percentage basis these decreases equate to a 29.3% reduction for the three month period and a 27.2% reduction for the six month period. We expect decreases compared to the prior year to occur in the remaining two quarters of this fiscal year. These reductions have had the desired impact. Our cash balance grew slightly, $32,000, from December 31, 2023 to March 31, 2024. Our revenue growth is also contributing to our improved profitability and cash flow. If revenue continues to grow on a year-over-year basis and we maintain our operating expenses in line with current revenues, then we may experience further improvements in profitability and cash flow. 18 Table of Contents RESULTS OF OPERATIONS Three Months Ended March 31, 2024, Compared to the Three Months Ended March 31, 2023 Selected consolidated financial data for the three months ended March 31, 2024 and 2023 are as follows: Three Months Ended March 31, 2024 2023 Revenues $ 1,927 $ 1,617 Cost of revenues 1,059 880 Gross profit 868 737 Operating expenses General and administrative 849 990 Selling and marketing 156 437 Research and development 123 168 Total operating expenses 1,128 1,595 Operating loss $ (260 ) $ (858 ) Revenue. Our revenue was $1.9 million for the quarter ended March 31, 2024, compared to $1.6 million for the three-month comparable prior period; an increase of $310,000 or 19.5%. The factors driving this revenue increase include improved revenue retention and a growth in both consulting engagements and sales of third-party services. Gross Margins. Our gross margin was 45.0% for the quarter ended March 31, 2024, compared 45.6% for the quarter ended March 31, 2023. The decline in our gross margin was the result of less effective utilization of our service delivery employees and an increase in sales of third-party software and services, which have a lower margin. Operating Expenses. We initiated expense reductions beginning in May 2023 that were fully implemented by March 2024. These reductions impacted all areas of our company. These reductions resulted in a $467,000 or 29.3% decrease in total operating expenses for the three months ended March 31, 2024, compared to the three months ended to March 31, 2023. The changes for each operating expense area are discussed below. The expense reductions were intended to increase the likelihood of achieving positive cash flow from operating activities during fiscal year 2024. ● General and Administrative Expenses. Our general and administrative expense was $849,000 for the three months ended March 31, 2024, compared to $990,000 for the prior comparable period, a decrease of $141,000 or 14.2%. The decrease was achieved by reducing executive positions and eliminating investor relations costs. ● Selling and Marketing Expenses. Our sales and marketing expense was $156,000 for the three months ended March 31, 2024, compared to $437,000 for the prior comparable period, a decrease of $281,000 or 64.3%. The decrease was driven by a reduction in staff and third-party service provider costs. ● Research and Development Expenses. Our research and development expense was $123,000 for the three months ended March 31, 2024, compared to $168,000 for the prior comparable period, a decrease of $45,000 or 26.8%. The decrease is the result of a staff reduction as well as some expenses being reallocated to cost of goods sold following the launch of Enclave. 19 Table of Contents Six Months Ended March 31, 2024, Compared to the Six Months Ended March 31, 2023 Selected consolidated financial data for the six months ended March 31, 2024 and 2023 are as follows: Six Months Ended March 31, 2024 2023 Revenues $ 3,663 $ 3,163 Cost of revenues 1,950 1,561 Gross profit 1,713 1,602 Operating expenses General and administrative 1,558 2,020 Selling and marketing 425 744 Research and development 249 303 Total operating expenses 2,232 3,067 Operating loss $ (519 ) $ (1,465 ) Revenue. Our revenue was $3.7 million for the six months ended March 31, 2024, compared to $3.2 million for the six-month comparable prior period; an increase of $500,000 or 15.8%. The factors driving this revenue increase include improved revenue retention and growth in vCISO engagements. Gross Margins. Our gross margin was 46.8% for the six months ended March 31, 2024, compared to 50.6% for the six months ended March 31, 2023. The decline in our gross margin was the result of less effective utilization of our service delivery employees and an increase in sales of third-party software and services, which have a lower margin. Operating Expenses. We initiated expense reductions beginning in May 2023 that were fully implemented by March 2024. These reductions impacted all areas of our company. These reductions resulted in a $835,000 or 27.2% decrease in total operating expenses for the six months ended March 31, 2024 compared to the six months ended March 31, 2023. The changes for each operating expense area are discussed below. The expense reductions were intended to increase the likelihood of achieving positive cash flow from operating activities during fiscal year 2024. ● General and Administrative Expenses. Our general and administrative expense was $1.6 million for the six months ended March 31, 2024, compared to $2.0 million for the prior comparable period, a decrease of $462,000 or 22.9%. The decrease was achieved by reducing executive positions and eliminating investor relations costs. ● Selling and Marketing Expenses. Our sales and marketing expense was $425,000 for the six months ended March 31, 2024, compared to $744,000 for the prior comparable period, a decrease of $319,000 or 42.9%. The decrease was driven by a reduction in staff and third-party service provider costs. ● Research and Development Expenses. Our research and development expense was $249,000 for the six months ended March 31, 2024, compared to $303,000 for the prior comparable period, a decrease of $54,000 or 17.8%. The decrease is the result of a staff reduction as well as some expenses being reallocated to cost of goods sold as Enclave has been launched. LIQUIDITY AND CAPITAL RESOURCES We had an accumulated deficit of $19.4 million as of March 31, 2024. Our accumulated deficit has been primarily driven by three non-recurring expenses totaling $16.8 million: $6.2 million for acquisition costs, including $6.1 million related to the contingent consideration from the Business Combination; $5.7 million impairment of goodwill recorded as a result of the Business Combination, and $4.9 million impairment of intangible assets. 20 Table of Contents On March 31, 2024, we had cash of $851,000. We maintain our cash in accounts held by reputable financial institutions which, at times, may exceed federally insured limits guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insures these deposits up to $250,000. As of March 31, 2024, approximately $601,000 of the Company’s cash balance was uninsured. The Company has not experienced any losses of cash in any of these financial institutions. We had working capital of $1.3 million as of March 31, 2024, compared to working capital of $1.5 million as of September 30, 2023. The decline in working capital is primarily attributed to the use of cash to fund operating losses during the last six months. We expect to incur continued operating losses until we generate revenues sufficient to cover our expected ongoing obligations and expenses. W e intend to manage our business such that our current cash reserves will allow us to reach sustainable, positive cash flow from our operations, but we cannot assure if and when that will be achieved. We don’t currently have any credit facilities available to us. We believe that our existing cash balance is sufficient to fund our operations through at least June 30, 2025. Cash Flows The following table summarizes selected items in our Consolidated Statements of Cash Flows for the six months ended March 31: (In thousands) 2024 2023 Net cash provided by (used in): Operating activities $ (152 ) $ (1,128 ) Investing activities - - Financing activities (50 ) - Operating Activities We receive cash each month from revenue generated from our clients. We use this cash and a portion of our cash reserves to pay for our monthly expenses. Material cash requirements include personnel costs and the expenses associated with being a public reporting company. We used $152,000 of cash for operating activities during the six months ended March 31, 2024 and recorded a net loss of $499,000. During the same period, our non-cash charges totaled $330,000 comprised of $234,000 in stock-based compensation expense net of cash used to purchase RSUs from employees to cover income taxes due on vested RSU’s and $96,000 in amortization and depreciation. The change in our net operating assets and liabilities was primarily due to a $126,000 decrease in accounts payable and accrued liabilities primarily because of payments made on our directors and officers insurance note payable and a $284,000 increase in our deferred revenue balance. Investing Activities There were no cash activities in investing for this reporting period. Financing Activities We paid a $50,000 note payable to Mr. Akash Desai in December 2023. The note payable was related to a December 2021 agreement for the redemption of Mr. Desai’s interest in SideChannel LLC. The December 2023 payment completed our obligations to Mr. Desai. We did not have any off-balance sheet arrangements, as defined under applicable SEC rules, during the periods presented, nor do we currently have any such arrangements. Liquidity There have been no material updates to our expectations for our short-term and long-term liquidity and operating capital requirements since our 2023 Form 10-K. 21 Table of Contents ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1) of the SEC. ITEM 4. CONTROLS AND PROCEDURES Disclosure Controls and Procedures As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report, at the reasonable assurance level. The material weaknesses identified, and the related remediation plan are more fully described in our 2023 Form 10-K. The material weaknesses, summarized in the table below, related to the fact that we did not design and maintain accounting policies, procedures and controls to ensure complete, accurate and timely financial reporting in accordance with U.S. GAAP: ● We did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the preparation and review of account reconciliations, journal entries and classification of certain costs; ● We had not developed and effectively communicated to our employees our accounting policies and procedures, which resulted in inconsistent practices. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness; ● We do not have sufficient, qualified finance and accounting staff with the appropriate U.S. GAAP technical accounting expertise to identify, evaluate and account for accounting and financial reporting, and effectively design and implement systems and processes that allow for the timely production of accurate financial information in accordance with internal financial reporting timelines. As a result, we did not design and maintain formal accounting policies, processes and controls related to complex transactions necessary for an effective financial reporting process; and ● As a high-growth, smaller reporting company that became responsible for listed financial reporting on July 1, 2022, we have a limited staff and budget available to adequately test and monitor the effectiveness of certain internal controls. 22 Table of Contents Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during our last fiscal quarter ended March 31, 2024, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions regarding significant deficiencies and material weaknesses. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. Such current litigation or other legal proceedings are described in and incorporated by reference in this “Part II - Item 1. Legal Proceedings” of this Form 10-Q from, “Part I - Item 1. Financial Statements” in the notes to financial statements in “ Litigation ” in Note 10 - Commitments and Contingencies. We believe that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. Our assessment of current litigation or other legal claims could change in light of the discovery of facts not presently known to us, or by decisions of judges, juries, or other finders of fact, that are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims. Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters are resolved against us in a reporting period for amounts in excess of management’s expectations, our financial condition and operating results for that reporting period could be materially adversely affected. ITEM 1A. RISK FACTORS As of March 31, 2024, our executive officers and directors owned 49.7% of the total issued and outstanding shares. These individuals acting as a group have significant influence over corporate actions requiring a shareholder vote including the selection of our directors, who in turn approve all executive officers, authorizing change-in-control transactions, amendments to our Articles of Incorporation, and other matters. There have been no further material changes from the risk factors previously disclosed in Part I, Item 1A “Risk Factors” of our 2023 Form 10-K, which are hereby incorporated by reference. 23 Table of Contents ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Sales of Securities There were no sales of unregistered securities during the six months ended March 31, 2024, and from the period from September 30, 2023, to the filing date of this Report. Common Stock Issued for Services Common stock issued for services during the six months ended March 31, 2024 is 437,643 shares with a total fair value of $20,000. Common Stock Issued Under Equity Incentive Plan We issued 2,792,423 shares of common stock for 4,039,824 RSU’s that vested during the six months ended March 31, 2024. The number of RSUs sold by these employees to fund payroll taxes for the six months ended March 31, 2024 was 1,247,401. Common Stock Issued Under Tender Offer On December 26, 2023 we closed a tender offer to exchange approximately 55.5 million 2021 Investor Warrants for shares of common stock and new warrants (“November 2023 Warrant Exchange”). The November 2023 Warrant Exchange had 43,538,501 2021 Investor warrants tendered (78.4% of the outstanding 2021 Investor Warrants) resulting in the issuance of 7,270,958 shares of common stock and 17,415,437 new warrants (“New Warrants”). The New Warrants include these terms: ● Each (1) New Warrant can subscribe for and purchase one (1) share of common stock from the Company at an exercise price of eighteen cents ($0.18) on or before December 29, 2028. ● The New Warrant can be exercised on a cash or cashless basis. ● The New Warrants will automatically convert if the common stock trades at a bid price equal to or greater than thirty-six cents ($0.36) for thirty (30) consecutive trading days. New Warrant holders will be notified if the automatic conversion is triggered and will be provided with twenty (20) trading days to deliver a notice of exercise to the Company. ● The New Warrants will be adjusted for stock dividends and stock splits should such an event occur during the term of the New Warrant. Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no purchases of equity securities by the issuer or affiliated purchasers during the six months ended March 31, 2024, and from the period from September 30, 2023, to the filing date of this Report. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION (a) None. (b) During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement. 24 Table of Contents ITEM 6. EXHIBITS The following exhibits are filed with this Form 10-Q. Incorporated by Reference Exhibit No. Description Form File No. Exhibit Filing Date Filed/Furnished Herewith 10.1 Form 10-K for the year ended September 30, 2023 filed on December 27, 2023 10-K December 27, 2023 31.1* Certification of Principal Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2* Certification of Principal Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. XBRL Instance Document X 101.SCH* Inline XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Schema Document X 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Label Linkbase Document X 101.LAB* Inline XBRL Taxonomy Extension Presentation Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document X 104* Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set X * Filed electronically herewith. ** Furnished electronically herewith, not filed. 25 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIDECHANNEL, INC. Date: May 7, 2024 By: /s/ Brian Haugli Brian Haugli Chief Executive Officer (Principal Executive Officer) SIDECHANNEL, INC. Date: May 7, 2024 By: /s/ Ryan Polk Ryan Polk Chief Financial Officer (Principal Accounting/Financial Officer) 26