−Removed: July 1, 2022 (the “Closing Date”), the Company, then known as Cipherloc Corporation, a Delaware corporation, completed its
−Removed: acquisition (“Business Combination”) of all the outstanding equity securities of SideChannel, Inc., a Massachusetts corporation,
−Removed: pursuant to an Equity Securities Purchase Agreement dated May 16, 2022 (the “Purchase Agreement”).
−Removed: On September 9, 2022,
−Removed: SideChannel, Inc., the acquired Massachusetts corporation and a subsidiary of the registrant, changed its name to SCS, Inc.
−Removed: (the “Subsidiary”
−Removed: or “SCS”) and Cipherloc Corporation, the Delaware parent company of SCS, changed its name to SideChannel, Inc.
−Removed: transaction was accounted for as a reverse acquisition merger, in accordance with accounting principles generally accepted in the United
−Removed: States of America (“GAAP”).
−Removed: Under this method of accounting, SCS was deemed to be the accounting acquirer for financial reporting
−Removed: This determination was primarily based on the facts that, immediately following the Business Combination:
−Removed: (1) the majority
−Removed: of the Board of Directors of the combined company will be composed of directors designated by the Sellers under the terms of the Purchase
−Removed: and (2) existing members of SCS management constituted the management of the combined company.
−Removed: Because SCS has been determined
−Removed: to be the accounting acquirer in the Business Combination, but not the legal acquirer, the transaction is deemed a reverse acquisition
−Removed: under the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
−Removed: Topic 805, Business Combinations.
−Removed: As a result, the historical financial statements of SideChannel are the historical financial statements
−Removed: of the combined company.
−Removed: the closing of the Business Combination, SCS became a wholly owned subsidiary of the Company.
−Removed: As used herein, the words “the Company”
−Removed: refers to SideChannel, Inc., together with its subsidiaries.
Overview & Strategy
−Removed: Company is a provider of cybersecurity services and technology to companies;
−Removed: national, state and local municipalities;
−Removed: The Company’s website is www.sidechannel.com .
−Removed: mission is to make cybersecurity easy and accessible for mid-market and emerging companies, a market that we believe is currently underserved.
−Removed: We believe that our cybersecurity offerings will reduce risks for our customers through identifying and developing cybersecurity, privacy,
−Removed: and risk management solutions.
−Removed: We anticipate that our target customers will continue to need cost-effective security solutions beginning
−Removed: with but not limited to what we refer to as virtual Chief Information Security Officer services (“vCISO” or “vCISO
−Removed: We have developed a new software product, Enclave, that we believe offers companies of all sizes the means to simplify
−Removed: several crucial cybersecurity infrastructure procedures, including encryption, microsegmentation and access control.
−Removed: Enclave is a modern network segmentation platform that combines access control, asset inventory, encryption and zero trust network
−Removed: access to create a microsegmentation solution that prioritizes both IT and cybersecurity’s highest-level needs.
−Removed: Enclave is purpose-built to:
−Removed: Simultaneously secure and
−Removed: segment networks
−Removed: the damage a bad actor can do by decreasing the digital square footage they can explore
−Removed: implement access controls for employees, support staff, and third-party vendors while never disrupting current operations
−Removed: strategy focuses on growth from the following three areas:
+Added: is a cybersecurity advisory services and software company.
+Added: Our mission is to simplify cybersecurity for mid-market and emerging companies,
+Added: a market we believe is underserved.
+Added: Our products and services offer comprehensive cybersecurity and privacy risk management solutions.
+Added: We anticipate ongoing demand for cost-effective cybersecurity solutions, driven by continued remote and hybrid work environments, increased
+Added: data breaches, and a heightened focus of Chief Information Officers (CIOs) on information security.
+Added: To meet these needs, we aim to provide
+Added: tech-enabled services, including virtual Chief Information Security Officer (vCISO) services, zero trust solutions, third-party risk
+Added: management, due diligence, privacy, threat intelligence, and managed end-point security solutions.
+Added: According to the Cantor’s Cybersecurity Q3’24 Market Updater released by
+Added: Cantor Technology Investment Banking on October 29, 2024 (“Cantor 2024 Q3 Update”), security spending is forecasted to reach
+Added: $190 billion in calendar year (“CY”) 2024, reflecting significant growth in the cybersecurity market.
+Added: Information security
+Added: spending is expected to have grown 12.4% for CY 2023 on a constant currency basis from $141.4 billion in CY 2022 to $158.9 billion in
+Added: This growth is driven by continued remote and hybrid work, increased incidences of data breaches, and a continued focus of CIOs
+Added: on information security.
+Added: The Cantor 2024 Q3 Update also noted:
+Added: ● The number of reported data compromises increased by 78% in 2023, affecting over 350 million
+Added: adversaries are utilizing social engineering to circumvent multi-factor authentication (“MFA”),
+Added: and phishing, stolen or compromised credentials, and cloud misconfiguration were the most
+Added: frequent attack vectors.
+Added: through cloud environments have increased by 75% year-over-year from 2022 to 2023.
+Added: 51% of organizations are planning to increase security investments following a breach.
+Added: The Cantor 2024 Q3 Update projects that by the end of 2026, the democratization of technology, digitization, and automation of work are expected to increase the total addressable
+Added: market of fully remote and hybrid workers to 64% of all employees, up from 52% in 2021.
+Added: This shift increases demand for remote worker
+Added: technologies such as Identity and Access Management (“IAM”), Endpoint Protection Platforms (“EPP”), and Secure
+Added: Web Gateways (“SWG”).
+Added: Organizations are also investing in application and data security to support the rise in volume and
+Added: velocity of data, with the prevalence of Internet of Things (“IoT”) expanding the attack surface.
+Added: Transformational
+Added: technologies in data security, application security, network security, security operations, and risk management are gaining traction.
+Added: These include data security posture management (“DSPM”), homomorphic encryption, cyber-physical system (“CPS”)
+Added: security, generative AI (“GenAI”), and application security posture management (“ASPM”).
+Added: AI is the top emerging
+Added: technology to be deployed, with 71% of organizations planning deployment within two to three years, and 34% within the next 12 months, according to the Cantor 2024 Q3 Update.
+Added: our proprietary SaaS platform, streamlines critical cybersecurity tasks such as asset inventory and microsegmentation.
+Added: integrates access control, microsegmentation, encryption, machine identity management, and secure networking concepts into a unified
+Added: solution, enabling IT professionals to efficiently segment networks, assign staff, and manage traffic.
+Added: This aligns with the
+Added: industry’s shift towards zero trust frameworks, which have been adopted fully or partially by 63% of organizations worldwide,
+Added: according to the Gartner State of Zero Trust Strategy Adoption Survey dated April
+Added: 22, 2024 (“Gartner 2024 Zero Trust Report”).
+Added: efforts are focused on protecting and enabling the critical business functions of our clients and customers through comprehensive cybersecurity
+Added: This specifically includes:
+Added: vCISOs as a fractional resource into the leadership teams of our clients.
+Added: The role of vCISOs
+Added: is becoming increasingly pivotal, especially among small and cloud-enabled companies.
+Added: flexibility and expertise offered by vCISOs make them an attractive option for companies
+Added: facing budget constraints and needing to establish a robust security posture quickly.
+Added: Enclave to simplify the segmentation and security of digital networks, addressing the increased
+Added: demand for remote worker technologies and zero trust strategies.
+Added: identifying, and mitigating cybersecurity and privacy risks through tech-enabled security
+Added: engineering processes.
+Added: We leverage AI-based security operations for post-detection actions,
+Added: including alert prioritization, augmented threat detection/hunting, playbook creation, and
+Added: automation of incident response processes.
+Added: third-party cybersecurity services and software when appropriate, expanding our offerings
+Added: to include a full range of cybersecurity products and services delivered through our team
+Added: of security engineers and a network of third-party service providers and value-added resellers
+Added: internally report our revenue using two categories:
+Added: vCISO Services:
+Added: This category captures the revenue from the Chief Information Security Officer
+Added: services that we provide to our clients on a “virtual” or outsourced basis.
+Added: Services delivered by SideChannel through our
+Added: team of vCISOs include assessing the cybersecurity risk profile, implementing policies and programs to mitigate risks, and managing the
+Added: day-to-day tasks to ensure compliance with the adopted cybersecurity framework.
+Added: Most of our clients use our vCISO services.
+Added: engagements typically include a fixed monthly subscription fee and contract duration typically exceeds 12 months.
+Added: Hourly rates for vCISO time and material projects range from $350 to $450.
+Added: Each of our vCISOs is generally embedded into the C-suite
+Added: executive teams of two to four of our clients.
+Added: to the 2023 vCISO Service Provider Survey by Hitch Partners, the adoption of vCISO services is on the rise, particularly among small
+Added: and cloud-enabled companies.
+Added: Key services provided by vCISOs include Governance, Risk, and Compliance (GRC), strategic planning, and
+Added: mentoring security teams.
+Added: Many vCISO engagements extend beyond initial expectations, indicating a sustained need for their expertise.
+Added: Cybersecurity Software and Services:
+Added: This category encompasses an array of cybersecurity software and services
+Added: that our clients deem necessary to protect their digital assets.
+Added: These augment our vCISO offering and include a full range of other cybersecurity
+Added: products and services delivered through a team of security engineers along with a network of third-party service providers and VARs.
+Added: relationships with third-party service providers and VARs provide SideChannel with additional internal capabilities to mitigate cybersecurity
+Added: We earn licensing revenue from software contracts and commissions from third-party service provider partnerships which are included
+Added: in this revenue category.
+Added: response to evolving threats highlighted in the 2024 Data Breach Investigations Report released by Verizon, SideChannel
+Added: offers solutions designed to address financial and espionage-driven breaches effectively, minimize end-user errors, and ensure rapid incident
+Added: With the increase in data transmission and connected intelligent devices through the prevalence of IoT, the scale of security
+Added: risks and the attack surface are much larger.
+Added: Our offerings in data security, application security, network security, security operations,
+Added: and risk management position us to meet these challenges.
+Added: growth strategy focuses on these three initiatives:
new vCISO clients:
−Removed: new Cybersecurity Software and Services offerings such as Enclave
−Removed: adoption of Cybersecurity Software and Services offerings at vCISO clients, including Enclave
−Removed: engagements typically include a fixed monthly subscription fee with durations longer than twelve (12) months.
−Removed: Rates for vCISO time
−Removed: and material projects range from $350 to $425 per hour.
−Removed: Each of our vCISOs is generally embedded into the C-suite executive teams of
−Removed: two (2) to four (4) of our clients.
−Removed: We augment our vCISO offering with a full range of other cybersecurity services through a team
−Removed: of security engineers combined with a network of third-party service providers and value-added resellers (“VARs”).
−Removed: Commercial relationships with VARs provide SideChannel with additional internal capabilities to mitigate cybersecurity risks.
−Removed: earn a commission on software engagements we generate through VARs.
−Removed: have implemented an account management organization responsible for delivering services and software to our clients.
−Removed: and the security and privacy engineers that support them are part of our account management organization.
−Removed: As this team delivers vCISO
−Removed: Services for our clients, we often identify projects to implement and maintain programs that reduce cybersecurity risks that expand
−Removed: our scope of work and increase our revenue generating potential.
−Removed: Similarly, as this team delivers a new cybersecurity service or installs
−Removed: cybersecurity software at a client, we often learn about opportunities to improve the protection of our clients’ digital assets
−Removed: through additional service and software engagements.
−Removed: vCISO engagements provide our clients with the C-suite cybersecurity leadership needed to effectively mitigate cybersecurity risks
−Removed: and support ongoing operation of critical business functions.
−Removed: This strategic cybersecurity leadership will often result in
−Removed: additional statements of work for SideChannel to deliver the Cybersecurity Software and Services needed to address gaps in our
−Removed: clients’ cybersecurity framework.
−Removed: We track revenue and other key performance indicators using the vCISO Services category and
−Removed: Cybersecurity Software and Services category.
−Removed: Detail on the revenue performance of these categories is discussed in
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this
−Removed: Annual Report on Form 10-K.
−Removed: currently provide Cybersecurity Software and Services and intend to increase our delivery of more tech-enabled services to address the
−Removed: needs of our customers, including:
−Removed: Virtual Chief Information Security Officers
−Removed: risk management
−Removed: intelligence, and
−Removed: end-point security solutions
−Removed: believe that our current and prospective customers in the mid-market will favor our approach, as it
−Removed: provides them with an efficient way to work with a single vendor to manage and oversee their cybersecurity programs.
−Removed: We also believe
−Removed: that our approach will reduce our customers’ overall security costs and streamline their ability to increase their sales,
−Removed: reduce regulatory risks, and monitor their risk posture.
−Removed: believe that we provide a full range of cybersecurity solutions through our employees, our network of subcontractors, and
−Removed: our array of partnerships with third-party service providers and software companies.
−Removed: We work with our clients to help them select the
−Removed: right cybersecurity tools, products, and solutions.
−Removed: We believe that our use of a combination of employees and subcontractors allows us
−Removed: to cost effectively grow our client base and broaden the subject matter expertise of our service delivery teams while maintaining the agility needed to
−Removed: move directly into implementation of projects, which we believe reduces the risk to our customers.
−Removed: Our subcontractors also provide us
−Removed: with sales leads and referrals and may resell our services to their own client base.
+Added: As organizations plan to increase security investments due to breaches
+Added: and the rising complexity of cyber threats, we aim to expand our client base by offering
+Added: flexible, expert vCISO services that address budget constraints and the need for rapid security
+Added: posture establishment.
+Added: new cybersecurity software and services offerings:
+Added: We plan to enhance our portfolio by
+Added: incorporating transformational technologies such as AI-based security operations, data security
+Added: posture management (DSPM), polymorphic encryption, cyber-physical system (CPS) security,
+Added: and application security posture management (ASPM).
+Added: This aligns with industry trends and
+Added: the anticipated incremental spend on application and data security due to generative AI.
+Added: adoption of cybersecurity software, including Enclave, and services offerings at vCISO clients:
+Added: By promoting Enclave and our other cybersecurity solutions to our existing vCISO clients,
+Added: we aim to deepen our relationships and provide comprehensive, integrated security solutions.
+Added: This supports the increased demand for zero trust strategies and remote worker technologies.
A SideChannel Proprietary Software Product
−Removed: are developing products and services around our unique insight into mid-market and emerging companies.
−Removed: During September 2022, SideChannel
−Removed: announced a proprietary product, Enclave, which simplifies a particularly important cybersecurity task called “microsegmentation.”
−Removed: Industry standard cybersecurity and risk management frameworks, such as National Institute of Standards and Technology Cybersecurity
−Removed: Framework (“NIST CSF”) and Center for Internet Security Controls (“CIS”), prioritize inventory of assets and
−Removed: access control as top requirements for a sustainable and compliant cybersecurity program.
−Removed: CIS version 8 controls call for organizations
−Removed: 1 - “Establish and maintain an accurate, detailed, and up-to-date inventory of all enterprise assets with the potential to
−Removed: store or process data.”
−Removed: 2 - “Actively manage (inventory, track, and correct) all software (operating systems and applications) on the network so that
−Removed: only authorized software is installed and can execute, and that unauthorized and unmanaged software is found and prevented from installation
+Added: Incorporating insights from the Gartner 2024 Zero Trust Report, implementing a zero-trust strategy has become a priority for a majority of organizations
+Added: The survey revealed that 63% of organizations have fully or partially adopted zero-trust frameworks.
+Added: For 78% of these
+Added: organizations, the investment in zero trust constitutes less than 25% of their overall cybersecurity budget.
+Added: This strategic approach
+Added: typically covers about half of an organization’s environment, addressing approximately a quarter of overall enterprise
+Added: In the Gartner 2024 Zero Trust Report, Gartner emphasized the importance of defining the scope early in the zero-trust strategy.
+Added: Organizations must identify which domains are in scope
+Added: and understand the extent of risk mitigation achievable through zero-trust controls.
+Added: Despite broad adoption, many enterprises struggle
+Added: with best practices for implementation.
+Added: Gartner suggests three key practices:
+Added: establishing a clear scope, communicating success through
+Added: strategic and operational metrics, and anticipating increases in staffing and costs without delays.
+Added: the context of SideChannel’s offerings, our proprietary software, Enclave, is well-positioned to address these challenges.
+Added: simplifies crucial cybersecurity tasks such as asset inventory, vulnerability management, and microsegmentation.
+Added: By integrating access
+Added: control, microsegmentation, encryption, machine identity management, and secure networking concepts into a unified solution, Enclave
+Added: provides a comprehensive solution for managing cybersecurity controls effectively.
+Added: It allows IT professionals to segment enterprise networks
+Added: efficiently, allocate the right personnel to those segments, and direct traffic seamlessly.
+Added: This alignment with zero-trust principles
+Added: ensures that organizations can enhance their security posture and achieve measurable risk reduction.
+Added: leveraging Enclave, SideChannel not only addresses the immediate cybersecurity needs of our clients but also aligns with industry
+Added: best practices as highlighted by the Gartner 2024 Zero Trust Report and market trends identified
+Added: in the Cantor 2024 Q3 Update.
+Added: With the rise in remote and hybrid work models, and the increased demand for remote worker technologies
+Added: such as Identity and Access Management, Endpoint Protection Platform, and Secure Web Gateway, Enclave offers a solution that simplifies
+Added: the segmentation and security of digital networks.
+Added: Standards and Compliance
+Added: Industry-standard
+Added: cybersecurity and risk management frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework (NIST
+Added: CSF) and Center for Internet Security Controls (CIS), prioritize inventory of assets and access control as top requirements for a sustainable
+Added: and compliant cybersecurity program.
+Added: CIS version 8 controls call for organizations to:
+Added: “Establish and maintain an accurate, detailed, and up-to-date inventory
+Added: of all enterprise assets with the potential to store or process data.”
+Added: “Actively manage (inventory, track, and correct) all software (operating
+Added: systems and applications) on the network so that only authorized software is installed and
+Added: can execute, and that unauthorized and unmanaged software is found and prevented from installation
or execution.”
“Configure data access control lists based on a user’s need to know.
−Removed: Apply data access control lists, also known
−Removed: as access permissions, to local and remote file systems, databases, and applications.”
+Added: Apply data access control lists, also known as access permissions, to local and remote file
+Added: systems, databases, and applications.”
built Enclave to address these extremely critical cybersecurity controls along with many others.
−Removed: Enclave seamlessly combines access
−Removed: control, microsegmentation, encryption and other secure networking concepts to create a comprehensive solution.
−Removed: Through software it
−Removed: allows Information Technology (IT) to easily segment the enterprise network, place the right staff in those segments and direct
−Removed: Unlike open, traditional models, Enclave allows for near-limitless micro-segmented networks to operate insulated from one
−Removed: information about Enclave is available at https://sidechannel.com/enclave/.
−Removed: Company was incorporated in the State of Texas on June 22, 1953, as American Mortgage Company.
−Removed: During 1996, the Company acquired the
−Removed: operations of Eden Systems, Inc.
−Removed: (“Eden”), making it a wholly owned subsidiary.
−Removed: Eden was engaged in water treatment and the
−Removed: retailing of cleaning products.
−Removed: Eden’s operations were sold on October 1, 1997.
−Removed: On May 16, 1996, the Company changed its name to
−Removed: National Scientific Corporation.
−Removed: From September 30, 1997, through the year ended September 30, 2001, the company aimed its efforts in
−Removed: the research and development of semiconductor proprietary technology and processes and in raising capital to fund its operations and
−Removed: Effective August 27, 2014, the Company changed its name to “Cipherloc Corporation.” The Company became a Delaware
−Removed: corporation on September 30, 2021.
−Removed: Combination Between Cipherloc Corporation and SideChannel, Inc.
−Removed: (now known as SCS, Inc.)
−Removed: part of the Business Combination, the former stockholders of SCS (the “Sellers”) exchanged all of their equity
−Removed: securities in SCS for a total of 59,900,000 shares of the Company’s common stock (the “First Tranche Shares”), and
−Removed: 100 shares of the Company’s newly designated Series A Preferred Stock, $0.001 par value (the “Series A Preferred
−Removed: The In addition the Sellers were entitled to receive up to an additional 59,900,000 shares of the Company’s
−Removed: common stock (the “Second Tranche Shares” and together with the First Tranche Shares and the Series A Preferred Stock,
−Removed: the “Shares”) at such time that the operations of SCS, as a subsidiary of the Company, achieved at least $5.5 million in
−Removed: revenue (the “Milestone”) for any twelve-month period occurring after the Closing Date and before the 48-month
−Removed: anniversary of the execution of the Purchase Agreement.
−Removed: The number of the Second Tranche Shares could have been reduced or
−Removed: increased, based upon whether SCS working capital as of the Closing Date is less than or more than zero (“Closing Working
−Removed: Capital Adjustment”).
−Removed: The number of the Second Tranche Shares was also subject to adjustment based upon any successful
−Removed: indemnification claims made by the parties pursuant to the Purchase Agreement.
−Removed: The Closing Working Capital Adjustment increased the Second Tranche Shares by 2,116,618 shares of common stock.
−Removed: 100 shares of Series A Preferred Stock were converted to common stock on May 4, 2023.
−Removed: Shares are subject to a Lock-Up/Leak-Out Agreement, pursuant to which, subject to certain exceptions, the Sellers may not directly or
−Removed: indirectly offer to sell, or otherwise transfer, any of the Shares for twenty-four months after the Closing Date without the prior written
−Removed: consent of the Company.
−Removed: Notwithstanding the foregoing, pursuant to the Lock-Up/Leak-Out Agreement, each of the Sellers may sell up to
−Removed: 20% of their Shares beginning twelve (12) months after the Closing Date, and the remaining 80% of their shares of Common Stock beginning
−Removed: twenty-four (24) months after the Closing Date.
−Removed: and Development
−Removed: Since Enclave is a proprietary software product, we classify all of our software development activities to be research
+Added: Enclave seamlessly combines access control,
+Added: microsegmentation, encryption, and other secure networking concepts to create a comprehensive solution.
+Added: Through software, it allows IT
+Added: professionals to easily segment the enterprise network, place the right staff in those segments, and direct traffic.
+Added: Unlike open, traditional
+Added: models, Enclave allows for near-limitless micro-segmented networks to operate insulated from one another.
+Added: information about Enclave is available on our website.
+Added: By aligning our services and solutions with the key trends and growth projections
+Added: highlighted in the Cantor 2024 Q3 Update, SideChannel is well-positioned
+Added: to capitalize on the expanding cybersecurity market.
+Added: Our focus on providing cost-effective, tech-enabled services addresses the needs
+Added: of mid-market and emerging companies facing increasing cyber threats.
+Added: Through our vCISO services, proprietary Enclave platform, and a
+Added: comprehensive suite of cybersecurity offerings, we aim to drive growth and deliver value to our clients in line with industry expectations.
+Added: Company was originally incorporated in the State of Texas on June 22, 1953,
+Added: as American Mortgage Company.
+Added: During 1996, the Company acquired the operations of Eden Systems, Inc.
+Added: (“Eden”), which became
+Added: a wholly owned subsidiary of the Company.
+Added: Eden was engaged in water treatment and the retailing of cleaning products.
+Added: Eden’s operations
+Added: were sold on October 1, 1997.
+Added: On May 16, 1996, the Company changed its name to National Scientific Corporation.
+Added: From September 30, 1997,
+Added: through the year ended September 30, 2001, the company aimed its efforts in the research and development of semiconductor proprietary
+Added: technology and processes and in raising capital to fund its operations and research.
+Added: Effective August 27, 2014, the Company changed its
+Added: name to Cipherloc Corporation (“Cipherloc”) after it began engaging in cybersecurity software development.
+Added: The Company redomiciled
+Added: and became a Delaware corporation on September 30, 2021.
+Added: A reverse merger, completed on July 1, 2022, between SCS, Inc .
+Added: SideChannel, Inc., a provider of cybersecurity services and technology to middle market companies, was acquired by Cipherloc Corporation.
+Added: The combined entity changed its name to SideChannel, Inc., on July 5, 2022, and the acquiree is now named SCS, Inc.
+Added: and for accounting purposes, is a subsidiary of the Company.
and Development
−Removed: The success of our software product, Enclave,
−Removed: depends on our ability to provide our customers with reliable, innovative features and benefits that are delivered before, or at least
−Removed: no later than, our competitors.
−Removed: At September 30, 2023, we employed a total of three (3) software engineers engaged in product development.
−Removed: In addition, when the demands of product development exceed the capacity or knowledge of our in-house staff, we retain temporary third-party
−Removed: consultants to assist us.
−Removed: research and development expenditures for the fiscal years ended September 30, 2023 and September 30, 2022 were $669,000 and $178,000,
−Removed: respectively.
−Removed: These costs were incurred to develop Enclave which is a product acquired in the Business Combination.
−Removed: cybersecurity software and services market is highly competitive, subject to rapid change, and significantly affected by new
−Removed: product introductions and other activities of market participants.
+Added: Enclave is a proprietary software product, we classify all of our software development activities to be research and development.
+Added: success of our software product, Enclave, depends on our ability to provide our customers with reliable, innovative features and benefits
+Added: that are delivered before, or at least no later than, our competitors.
+Added: When the demands of product development exceed the capacity or
+Added: knowledge of our in-house staff, we retain temporary third-party consultants to assist us.
+Added: research and development expenditures for the fiscal years ended September 30, 2024, and September 30, 2023, were $546 thousand and $669
+Added: thousand, respectively.
+Added: These costs were incurred to develop Enclave.
+Added: and Marketing
+Added: use four primary sources to identify prospective clients for our services and products including Enclave.
+Added: Digital Marketing
+Added: Industry Events and Conferences
+Added: Direct Outreach
+Added: Referral Partners
+Added: continue enhancing our digital marketing tactics and expanding our online presence.
+Added: A growing list of referral partners recommend SideChannel
+Added: to their clients as the primary option to identify, assess, and mitigate cybersecurity risks.
+Added: Certain referral partners receive a commission
+Added: upon a referral becoming a SideChannel client.
+Added: fiscal year 2024, we began emphasizing our assessment product when it was premature for the prospective client to engage in a traditional
+Added: vCISO subscription.
+Added: Certain clients acquired during 2024 entered into a recurring service or product agreement following the completion
+Added: of the assessment.
+Added: We intend to enhance our assessment product to expand the adoption of this offering to prospective clients.
+Added: of September 30, 2024, we had three (3) employees dedicated to selling and marketing activities.
+Added: Our selling and marketing expenditures for the fiscal years ended September
+Added: 30, 2024, and September 30, 2023, were $771 thousand and $1.4 million, respectively.
+Added: cybersecurity software and services market is highly competitive, subject to rapid change, and significantly affected by new product
+Added: introductions and other activities of market participants.
of our competitors have greater financial, technical, sales, marketing, and other resources than we do.
10 unchanged sentences
Since there are low barriers to entry into
−Removed: the cybersecurity services and software markets, we believe competition in these
−Removed: markets will persist and intensify in the future.
−Removed: Our chief services competitors include companies such as Optiv, NCC, Coalfire, PwC, EY, Deloitte, and GuidePoint.
−Removed: Our primary software competitors are companies such as Perimeter 81, Zscaler, Palo Alto, and Illumio.
+Added: the cybersecurity services and software markets, we believe competition in these markets will persist and intensify in the future.
+Added: chief services competitors include companies such as Optiv, NCC, Coalfire, PwC, EY, Deloitte, and GuidePoint.
+Added: Our primary software competitors
+Added: are companies such as Perimeter 81, Zscaler, Palo Alto, and Illumio.
believe that our intellectual property is an important and vital asset, which enables us to develop, market, and sell our products and
15 unchanged sentences
laws related to the protection of intellectual property and proprietary rights.
−Removed: Currently, we have six patents filed with the U.S.
+Added: Currently, we have six active patents registered with the U.S.
and Trademark Office.
3 unchanged sentences
and our intellectual property rights may be challenged.
−Removed: SideChannel and Enclave logos are registered trademarks with the U.S.
−Removed: Patent and Trademark Office.
−Removed: In the United States, we can maintain
−Removed: our trademark rights and renew trademark registrations for as long as the trademarks are in use.
+Added: SideChannel Logo is registered with the U.S.
+Added: Patent and Trademark Office (“USPTO”).
+Added: We recently applied for registration of the Enclave Logo in the USPTO and also have common law rights in the Enclave
+Added: Logo based on our prior use of the Logo in commerce.
+Added: In the United States, we can
+Added: maintain our trademark rights and renew trademark registrations for as long as the trademarks are in use.
Control Regulations .
45 unchanged sentences
of September 30, 2024, we had 20 full-time employees.
−Removed: We also have approximately 11 independent contractors that provide services to
+Added: We also had approximately 11 independent contractors that provide services to us.
We anticipate that we will need to increase our staffing in the foreseeable future.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.