SideChannel (SDCH) 10-Q 7 Aug 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Jun. 30, 2024	Aug. 06, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--09-30
Entity File Number	000-28745
Entity Registrant Name	SideChannel, Inc.
Entity Central Index Key	0001022505
Entity Tax Identification Number	86-0837077
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	146 Main Street
Entity Address, Address Line Two	Suite 405
Entity Address, City or Town	Worcester
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01608
City Area Code	(508)
Local Phone Number	925-0114
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		225,975,331

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Current assets
Cash	$ 1,105	$ 1,053
Accounts receivable, net	865	834
Deferred costs	180	180
Prepaid expenses and other current assets	268	381
Total current assets	2,418	2,448
Fixed assets	36	30
Goodwill	1,356	1,356
Deferred costs	15	150
Total assets	3,825	3,984
Current liabilities
Accounts payable and accrued liabilities	350	613
Deferred revenue	647	280
Promissory note payable		50
Income taxes payable		11
Total current liabilities	997	954
Other liabilities
Total liabilities	997	954
Commitments and contingencies
Common stock, $0.001 par value, 681,000,000 shares authorized; 225,975,331 and 213,854,781 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively	226	214
Additional paid-in capital	22,186	21,755
Accumulated deficit	(19,584)	(18,939)
Total stockholders’ equity	2,828	3,030
Total liabilities and stockholders’ equity	$ 3,825	$ 3,984

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Sep. 30, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	681,000,000	681,000,000
Common stock, shares issued	225,975,331	213,854,781
Common stock, shares outstanding	225,975,331	213,854,781

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues	$ 1,846	$ 1,750	$ 5,509	$ 4,913
Cost of revenues	944	876	2,894	2,437
Gross profit	902	874	2,615	2,476
Operating expenses
General and administrative	778	834	2,336	2,854
Selling and marketing	137	340	562	1,084
Research and development	141	180	390	483
Business combination related costs		214		214
Total operating expenses	1,056	1,568	3,288	4,635
Operating loss	(154)	(694)	(673)	(2,159)
Other income, net	8	15	29	22
Net loss before income tax expense	(146)	(679)	(644)	(2,137)
Income tax expense			1
Net loss after income tax expense	$ (146)	$ (679)	$ (645)	$ (2,137)
Net income (loss) per common share - basic	$ 0	$ 0	$ 0	$ (0.01)
Net income (loss) per common share - diluted	$ 0	$ 0	$ 0	$ (0.01)
Weighted average common shares outstanding - basic	225,032,119	189,435,933	220,770,171	162,367,526
Weighted average common shares outstanding - diluted	225,032,119	189,435,933	220,770,171	162,367,526

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Sep. 30, 2022		$ 149	$ 21,180	$ (11,933)	$ 9,396
Balance, shares at Sep. 30, 2022	100	148,724,056
Shares issued for services			18		18
Shares issued for services, shares		180,557
Stock-based compensation			118		118
Net loss				(602)	(602)
Balance at Dec. 31, 2022		$ 149	21,316	(12,535)	8,930
Balance, shares at Dec. 31, 2022	100	148,904,613
Balance at Sep. 30, 2022		$ 149	21,180	(11,933)	9,396
Balance, shares at Sep. 30, 2022	100	148,724,056
Shares issued for services					47
Net loss					(2,137)
Balance at Jun. 30, 2023		$ 213	21,702	(14,070)	7,845
Balance, shares at Jun. 30, 2023		212,765,780
Balance at Dec. 31, 2022		$ 149	21,316	(12,535)	8,930
Balance, shares at Dec. 31, 2022	100	148,904,613
Shares issued for services			13		13
Shares issued for services, shares		166,668
Stock-based compensation		$ 1	116		117
Stock-based compensation, shares		500,000
Net loss				(856)	(856)
Balance at Mar. 31, 2023		$ 150	21,445	(13,391)	8,204
Balance, shares at Mar. 31, 2023	100	149,571,281
Shares issued for services			16		16
Shares issued for services, shares		166,668
Stock-based compensation		$ 1	89		90
Stock-based compensation, shares		1,011,113
Net loss				(679)	(679)
Conversion of preferred to common
Conversion of Preferred to Common, shares	(100)
Business combination – contingent consideration		$ 62	152		214
Business Combination - Contingent Consideration, shares		62,016,618
Balance at Jun. 30, 2023		$ 213	21,702	(14,070)	7,845
Balance, shares at Jun. 30, 2023		212,765,780
Balance at Sep. 30, 2023		$ 214	21,755	(18,939)	3,030
Balance, shares at Sep. 30, 2023		213,854,781
Shares issued for 2021 Investor Warrants		$ 7	(7)
Shares issued for 2021 Investor Warrants, shares		7,270,958
Shares issued for services			8		8
Shares issued for services, shares		257,085
Stock-based compensation		$ 1	80		81
Stock-based compensation, shares		262,486
Net loss				(246)	(246)
Balance at Dec. 31, 2023		$ 222	21,836	(19,185)	2,873
Balance, shares at Dec. 31, 2023		221,645,310
Balance at Sep. 30, 2023		$ 214	21,755	(18,939)	3,030
Balance, shares at Sep. 30, 2023		213,854,781
Shares issued for services					$ 20
Shares issued for services, shares					437,643
Net loss					$ (645)
Balance at Jun. 30, 2024		$ 226	22,186	(19,584)	2,828
Balance, shares at Jun. 30, 2024		225,975,331
Balance at Dec. 31, 2023		$ 222	21,836	(19,185)	2,873
Balance, shares at Dec. 31, 2023		221,645,310
Shares issued for services			12		12
Shares issued for services, shares		180,558
Stock-based compensation		$ 2	131		133
Stock-based compensation, shares		2,529,937
Net loss				(253)	(253)
Balance at Mar. 31, 2024		$ 224	21,979	(19,438)	2,765
Balance, shares at Mar. 31, 2024		224,355,805
Stock-based compensation		$ 2	207		209
Stock-based compensation, shares		1,619,526
Net loss				(146)	(146)
Balance at Jun. 30, 2024		$ 226	$ 22,186	$ (19,584)	$ 2,828
Balance, shares at Jun. 30, 2024		225,975,331

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (645)	$ (2,137)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	144	135
Stock-based compensation and payments for services, net	443	351
Business combination costs		214
Changes in operating assets and liabilities:
Accounts receivable, net	(31)	(262)
Prepaid expenses and other assets	113	158
Accounts payable and accrued liabilities	(274)	(247)
Deferred revenue	367	228
Net cash provided by (used in) operating activities	117	(1,560)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(15)	(24)
Net cash used in investing activities	(15)	(24)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of note payable	(50)
Net cash used in financing activities	(50)
INCREASE (DECREASE) IN CASH	52	(1,584)
CASH, BEGINNING OF PERIOD	1,053	3,030
CASH, END OF PERIOD	1,105	1,446
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 sold by employees to pay for taxes due on vested restricted stock units	$ 118

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (146)	$ (253)	$ (246)	$ (679)	$ (856)	$ (602)	$ (645)	$ (2,137)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

GENERAL INFORMATION

GENERAL INFORMATION	9 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
GENERAL INFORMATION	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 Our mission is to simplify cybersecurity for mid-market and emerging companies, a market we believe is underserved. Our products and services offer comprehensive cybersecurity and privacy risk management solutions. We anticipate ongoing demand for cost-effective security solutions and aim to provide tech-enabled services to meet these needs, including virtual Chief Information Security Officer (“vCISO”), zero trust, third-party risk management, due diligence, privacy, threat intelligence, and managed end-point security solutions. Enclave, our proprietary SaaS platform, streamlines critical cybersecurity tasks such as asset inventory and microsegmentation. Enclave integrates access control, microsegmentation, encryption, and secure networking concepts into a unified solution, enabling IT professionals to efficiently segment networks, assign staff, and manage traffic. History 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, (i) SideChannel, Inc., the acquired Massachusetts corporation and a subsidiary of the registrant, changed its name to SCS, Inc. (the “Subsidiary” or “SCS”), and (ii) Cipherloc, the Delaware parent company of the Subsidiary, changed its name to SideChannel, Inc. 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 59,900,000 100 0.001 59,900,000 5.5 2,116,618 100

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – Summary of Significant Accounting Policies We have not made changes to the Significant Accounting Policies disclosed in our 2023 Form 10-K. Basis of Presentation The interim unaudited consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders’ equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“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 nine months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal 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 2023 Form 10-K. The year-end balance sheet data was derived from the audited consolidated financial statements as of September 30, 2023, but does not include all the disclosures required by U.S. GAAP. Reclassifications Certain prior year amounts have been reclassified to be comparable with the current year’s presentation or adjusted due to rounding and have had no impact on net income or stockholders’ equity. Segment Information We manage our operations as a single operating segment for the purposes of assessing performance and making operating decisions. Liquidity We expect to incur continued operating losses until we generate revenues sufficient to cover our expected ongoing obligations and expenses. For the nine months ended June 30, 2024, we have reported a net loss of $ 645 587 117 52 65 W e 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 unaudited consolidated financial statements. Therefore, these unaudited 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 fiscal 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. As of June 30, 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. 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 nine months ended June 30, 2024. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. 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. The Company does not believe that the above recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the accompanying consolidated financial statements. In March 2024, the Securities and Exchange Commission issued a rule which will require companies to make certain climate-related disclosures in periodic filings. The rule includes certain disclosures in the footnotes of the financial statements: ● capitalized costs, expenditures expensed, and losses incurred as a result of severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures, and sea level rise; ● capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy credits or certificates if they are used as a material component of a registrant’s plans to achieve its disclosed climate-related targets or goals; and ● whether estimates and assumptions used to produce the financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or transition plans. The footnote disclosures are effective for annual filings for the year ended September 30, 2026. The Company is currently evaluating the impact of the adoption of the rule.

LEASES

LEASES	9 Months Ended
	Jun. 30, 2024
Leases
LEASES	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 twelve-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 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. 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. We do not have any long-term operating leases or financing leases as of June 30, 2024.

DEFERRED REVENUE

DEFERRED REVENUE	9 Months Ended
	Jun. 30, 2024
Revenue Recognition and Deferred Revenue [Abstract]
DEFERRED REVENUE	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 second fiscal quarter ending 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 $ 647 280 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 nine months ended June 30, 2024 were as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE Deferred Revenue (In thousands) Balance at September 30, 2023 $ 280 Deferral of revenue 1,100 Recognition of revenue (733 ) Balance at June 30, 2024 $ 647

DEBT

DEBT	9 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
DEBT	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 50 at the execution of the Desai Redemption Agreement and the remaining $ 50 balance was paid in December 2023.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Jun. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 - STOCKHOLDERS’ EQUITY Common Stock As of June 30, 2024, we had 225,975,331 681,000,000 0.001 We had 213,854,781 Common Stock Issued for Services Total shares of common stock issued for services during the nine months ended June 30, 2024, was 437,643 20 On May 6, 2024, our Board of Directors (“Board”) decided to eliminate quarterly Board fees paid in cash and stock. Prior to May 6, 2024, our 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 did not issue shares to the members of our Board for services provided to us during the quarter ended June 30, 2024. For the nine months ended June 30, 2024, we issued 347,226 17 We also use stock as a form of compensation for independent contractors who provide professional services to us in sales, marketing, or administration. For the nine months ended June 30, 2024, we issued 90,417 3 Common Stock Issued Under Equity Incentive Plan We issued 4,411,949 6,537,045 2,125,096 Common Stock Issued Under Tender Offer On December 26, 2023, we closed a tender offer to exchange approximately 55.5 43,538,501 78.4 7,270,958 17,415,437 ● Each New Warrant can subscribe for and purchase one share of common stock from the Company at an exercise price of $ 0.18 ● 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 $ 0.36 ● 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. After the November 2023 Warrant Exchange, we had a total of 43.2 5.4 8.4 12.0 17.4 Preferred Stock As of June 30, 2024, we had no shares of preferred stock outstanding. Warrants The following table summarizes warrant activity for the nine months ended June 30, 2024: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Outstanding Warrants Number of Exercise Remaining (In thousands, except prices and remaining lives) Warrants Price 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 June 30, 2024 43,158 $ 0.33 4.14

DISAGGREGATED REVENUE

DISAGGREGATED REVENUE	9 Months Ended
	Jun. 30, 2024
Disaggregated Revenue
DISAGGREGATED REVENUE	NOTE 7 – DISAGGREGATED REVENUE 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. 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. SCHEDULE OF DISAGGREGATED REVENUE 2024 2023 Nine Months Ended (in thousands) June 30, 2024 2023 vCISO services $ 3,319 $ 3,251 Cybersecurity software and services 2,190 1,662 Total $ 5,509 $ 4,913

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8 – RELATED PARTY TRANSACTIONS Brian Haugli, our Chief Executive Officer, a member of the Board, and a significant stockholder of the Company, is also a principal shareholder of RealCISO Inc. (“RealCISO”). On September 22, 2020, SideChannel assigned to RealCISO 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 pay licensing fees to RealCISO for such use. We paid $ 20 36 to RealCISO during the nine months ended June 30, 2023. We received $ 119 On October 13, 2023, the Association of the US Army (“AUSA”) signed an agreement for a cybersecurity risk assessment for approximately $ 24 No other material related party transactions occurred during the nine months ended June 30, 2024.

CUSTOMER CONCENTRATION RISK

CUSTOMER CONCENTRATION RISK	9 Months Ended
	Jun. 30, 2024
Risks and Uncertainties [Abstract]
CUSTOMER CONCENTRATION RISK	NOTE 9 – CUSTOMER CONCENTRATION RISK No client individually accounted for over 10 10 14.8

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 10 – STOCK-BASED COMPENSATION As of June 30, 2024, we had unvested restricted stock awards (“RSUs”) and stock options granted under the 2021 Omnibus Equity Compensation Plan (the “2021 Plan”). We typically have granted RSUs and stock options with a 3-year, service-based vesting period. Our unvested RSUs and stock options are accounted for based on their grant date fair value. As of June 30, 2024, total compensation expense to be recognized in future periods was $ 782 2.4 Our total stock-based compensation expense for the nine months ended June 30, 2024 was $ 561 20 541 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 nine months ended June 30, 2024, we purchased RSUs with a vesting date value of $ 118 423 541 118 We incurred stock-based compensation expense of $ 372 47 325 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. Restricted Stock Units We record compensation expense for RSUs based on the closing market price of our stock at the grant date and amortize the expense over the vesting period which is typically three years. For RSUs, the Company recognizes compensation cost for unvested share-based awards on a straight-line basis over the requisite service period. The following table summarizes the activity of our RSUs granted under the 2021 Plan during the nine months ended June 30, 2024, and June 30, 2023. SCHEDULE OF RESTRICTED STOCK UNITS VESTING Outstanding Restricted Stock Units Number of (In thousands) RSUs Outstanding grants at September 30, 2023 8,637 Granted 10,848 Vested (6,537 ) Canceled/forfeited (1,960 ) Outstanding grants at June 30, 2024 10,988 Outstanding grants at September 30, 2022 4,309 Granted 6,204 Vested (1,768 ) Canceled/forfeited — Outstanding grants at June 30, 2023 8,745 The weighted average grant-date fair value was $ 0.05 0.10 Stock Options We record compensation expense for the stock options based on the fair market value of the options as of the grant date. The fair value for stock options granted during the three months ended June 30, 2024, was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: SCHEDULE OF STOCK OPTIONS WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2024 Risk-free interest rate 4.36 % Dividend yield 0.00 % Expected common stock market price volatility factor 182.97 % Weighted average expected live of stock options (years) 10.00 The following table summarizes the activity of our stock options granted under the 2021 Plan during the nine months ended June 30, 2024. We did not grant stock options during the year ended September 30, 2023. SCHEDULE OF STOCK OPTION OUTSTANDING TRANSACTIONS Outstanding Stock Options Number of (In thousands) Stock Options Outstanding grants at September 30, 2023 — Granted 4,400 Vested — Canceled/forfeited (1,100 ) Outstanding grants at June 30, 2024 3,300 No stock options were awarded prior to September 30, 2023 Stock options were issued to our independent directors on June 10, 2024. Each of our four independent directors received 1.1 0.18 3 1.1

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 – COMMITMENTS AND CONTINGENCIES In April 2020, Eric Marquez, the former Secretary/Treasurer and Chief Financial Officer of Cipherloc, and certain other plaintiffs, filed a lawsuit against Cipherloc and Michael De La Garza, Cipherloc’s former Chief Executive Officer and President, in the 20 th 1.0 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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS On July 25, 2024, the Company filed Form 8-K, stating that Matt Klein had been appointed Chief Operating Officer. The Company does not deem Mr. Klein to be an “executive officer,” as such term is defined in Rule 3b-7, promulgated under the Securities Exchange Act of 1934, as amended.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The interim unaudited consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders’ equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“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 nine months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal 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 2023 Form 10-K. The year-end balance sheet data was derived from the audited consolidated financial statements as of September 30, 2023, but does not include all the disclosures required by U.S. GAAP.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to be comparable with the current year’s presentation or adjusted due to rounding and have had no impact on net income or stockholders’ equity.
Segment Information	Segment Information We manage our operations as a single operating segment for the purposes of assessing performance and making operating decisions.
Liquidity	Liquidity We expect to incur continued operating losses until we generate revenues sufficient to cover our expected ongoing obligations and expenses. For the nine months ended June 30, 2024, we have reported a net loss of $ 645 587 117 52 65 W e
Accounting Estimates	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 unaudited consolidated financial statements. Therefore, these unaudited 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 fiscal 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. As of June 30, 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.
Net Loss Per Share	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	Accounting Pronouncements We did not adopt new accounting pronouncements during the nine months ended June 30, 2024.
Recently Issued Accounting Standards Not Yet Adopted	Recently Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. 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. The Company does not believe that the above recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the accompanying consolidated financial statements. In March 2024, the Securities and Exchange Commission issued a rule which will require companies to make certain climate-related disclosures in periodic filings. The rule includes certain disclosures in the footnotes of the financial statements: ● capitalized costs, expenditures expensed, and losses incurred as a result of severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures, and sea level rise; ● capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy credits or certificates if they are used as a material component of a registrant’s plans to achieve its disclosed climate-related targets or goals; and ● whether estimates and assumptions used to produce the financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or transition plans. The footnote disclosures are effective for annual filings for the year ended September 30, 2026. The Company is currently evaluating the impact of the adoption of the rule.

DEFERRED REVENUE (Tables)

DEFERRED REVENUE (Tables)	9 Months Ended
	Jun. 30, 2024
Revenue Recognition and Deferred Revenue [Abstract]
SCHEDULE OF CHANGES IN DEFERRED REVENUE	Changes in deferred revenue for the nine months ended June 30, 2024 were as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE Deferred Revenue (In thousands) Balance at September 30, 2023 $ 280 Deferral of revenue 1,100 Recognition of revenue (733 ) Balance at June 30, 2024 $ 647

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Jun. 30, 2024
Equity [Abstract]
SCHEDULE OF WARRANT ACTIVITY	The following table summarizes warrant activity for the nine months ended June 30, 2024: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Outstanding Warrants Number of Exercise Remaining (In thousands, except prices and remaining lives) Warrants Price 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 June 30, 2024 43,158 $ 0.33 4.14

DISAGGREGATED REVENUE (Tables)

DISAGGREGATED REVENUE (Tables)	9 Months Ended
	Jun. 30, 2024
Disaggregated Revenue
SCHEDULE OF DISAGGREGATED REVENUE	SCHEDULE OF DISAGGREGATED REVENUE 2024 2023 Nine Months Ended (in thousands) June 30, 2024 2023 vCISO services $ 3,319 $ 3,251 Cybersecurity software and services 2,190 1,662 Total $ 5,509 $ 4,913

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF RESTRICTED STOCK UNITS VESTING	SCHEDULE OF RESTRICTED STOCK UNITS VESTING Outstanding Restricted Stock Units Number of (In thousands) RSUs Outstanding grants at September 30, 2023 8,637 Granted 10,848 Vested (6,537 ) Canceled/forfeited (1,960 ) Outstanding grants at June 30, 2024 10,988 Outstanding grants at September 30, 2022 4,309 Granted 6,204 Vested (1,768 ) Canceled/forfeited — Outstanding grants at June 30, 2023 8,745
SCHEDULE OF STOCK OPTIONS WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE	SCHEDULE OF STOCK OPTIONS WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2024 Risk-free interest rate 4.36 % Dividend yield 0.00 % Expected common stock market price volatility factor 182.97 % Weighted average expected live of stock options (years) 10.00
SCHEDULE OF STOCK OPTION OUTSTANDING TRANSACTIONS	The following table summarizes the activity of our stock options granted under the 2021 Plan during the nine months ended June 30, 2024. We did not grant stock options during the year ended September 30, 2023. SCHEDULE OF STOCK OPTION OUTSTANDING TRANSACTIONS Outstanding Stock Options Number of (In thousands) Stock Options Outstanding grants at September 30, 2023 — Granted 4,400 Vested — Canceled/forfeited (1,100 ) Outstanding grants at June 30, 2024 3,300 No stock options were awarded prior to September 30, 2023

GENERAL INFORMATION (Details Na

GENERAL INFORMATION (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	May 04, 2023	Jul. 01, 2022
Series A Preferred Stock [Member]
Shares converted	100
Cipherloc Corporation [Member]
Number of shares issued related to the business combination	2,116,618
Share-Based Payment Arrangement, Tranche One [Member] | Series A Preferred Stock [Member]
Preferred stock, par value		$ 0.001
Share-Based Payment Arrangement, Tranche One [Member] | Cipherloc Corporation [Member] | Series A Preferred Stock [Member]
Number of shares issued related to the business combination		100
Share-Based Payment Arrangement, Tranche One [Member] | Common Stock [Member] | Cipherloc Corporation [Member]
Number of shares issued related to the business combination		59,900,000
Share-Based Payment Arrangement, Tranche Two [Member]
Revenue milestone	$ 5.5
Share-Based Payment Arrangement, Tranche Two [Member] | Common Stock [Member] | Cipherloc Corporation [Member]
Number of shares issued related to the business combination	59,900,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Abstract]
Net loss	$ (146)	$ (253)	$ (246)	$ (679)	$ (856)	$ (602)	$ (645)	$ (2,137)
Non-cash expenses							587
Net cash provided by (Used in) operating activities							117	$ (1,560)
Cash increase							52
Cash used for investing and financing activities							$ 65

LEASES (Details Narrative)

LEASES (Details Narrative)	Dec. 10, 2021 USD ($) ft²
Leases
Area of land | ft²	500
Lease option to extend	option to renew annually for three twelve-month periods through December 2025. The annual renewal date is January 1st
Lease payment per month | $	$ 967

SCHEDULE OF CHANGES IN DEFERRED

SCHEDULE OF CHANGES IN DEFERRED REVENUE (Details) $ in Thousands	9 Months Ended
	Jun. 30, 2024 USD ($)
Revenue Recognition and Deferred Revenue [Abstract]
Deferred revenue beginning balance	$ 280
Deferral of revenue	1,100
Recognition of revenue	(733)
Deferred revenue ending balance	$ 647

DEFERRED REVENUE (Details Narra

DEFERRED REVENUE (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Revenue Recognition and Deferred Revenue [Abstract]
Deferred revenue	$ 647	$ 280

DEBT (Details Narrative)

DEBT (Details Narrative) - Desai Redemption Agreement [Member] - USD ($) $ in Thousands		1 Months Ended
	Nov. 03, 2021	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Membership interest redemption amount payable	$ 100
Membership interest redemption amount paid	$ 50	$ 50

SCHEDULE OF WARRANT ACTIVITY (D

SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares			9 Months Ended	12 Months Ended
	Jun. 18, 2024	Dec. 26, 2023	Jun. 30, 2024	Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrant, Granted		17,415,437
Number of Warrant, Canceled/Forfeited	1,100,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrant, Outstanding Beginning			69,281,000
Weighted Average Exercise Price, Outstanding Beginning			$ 0.39
Weighted Average Remaining Life, Balance			4 years 1 month 20 days	3 years 3 months 21 days
Number of Warrant, Granted			17,415,000
Weighted Average Exercise Price, Granted			$ 0.18
Weighted Average Remaining Life, Granted			4 years 9 months
Number of Warrant, Tendered			(43,538,000)
Weighted Average Exercise Price, Tendered			$ (0.36)
Weighted Average Remaining Life, Tendered			2 years 3 months
Number of Warrant, Canceled/Forfeited
Weighted Average Exercise Price, Canceled/Forfeited
Number of Warrant, Outstanding Ending			43,158,000	69,281,000
Weighted Average Exercise Price, Outstanding Ending			$ 0.33	$ 0.39

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended					9 Months Ended
	Dec. 26, 2023	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
Class of Warrant or Right [Line Items]
Common stock, shares outstanding							225,975,331		213,854,781
Common stock, shares authorized							681,000,000		681,000,000
Common stock, par value							$ 0.001		$ 0.001
Number of shares issued under equity incentive plan							437,643
Number of shares issued for services, value		$ 12	$ 8	$ 16	$ 13	$ 18	$ 20	$ 47
New warrants issued	17,415,437
Exercise price	$ 0.18
Bid price	$ 0.36
Outstanding warrants	43,200,000
Preferred stock shares outstanding							0
2021 Investor Warrants [Member]
Class of Warrant or Right [Line Items]
2021 Investor warrants included in tender offer to exchange	55,500,000
Warrants tendered	43,538,501
Tendered percentage	78.40%
Remaining 2021 investor warrants	12,000,000
New Warrants [Member]
Class of Warrant or Right [Line Items]
Number of shares issued	7,270,958
New warrants issued	17,400,000
2018 Placement Agents [Member]
Class of Warrant or Right [Line Items]
Outstanding warrants	5,400,000
2021 Placement Agents [Member]
Class of Warrant or Right [Line Items]
Outstanding warrants	8,400,000
Restricted Stock Units (RSUs) [Member]
Class of Warrant or Right [Line Items]
Number of shares issued under equity incentive plan							4,411,949
Vested							6,537,045
Payroll taxes paid through sale of stock							2,125,096
Board of Directors [Member]
Class of Warrant or Right [Line Items]
Number of shares issued under equity incentive plan							347,226
Number of shares issued for services, value							$ 17
Independent Contractors [Member]
Class of Warrant or Right [Line Items]
Number of shares issued under equity incentive plan							90,417
Number of shares issued for services, value							$ 3

SCHEDULE OF DISAGGREGATED REVEN

SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total	$ 1,846	$ 1,750	$ 5,509	$ 4,913
V C I S O Services [Member]
Total			3,319	3,251
Cybersecurity Software And Services [Member]
Total			$ 2,190	$ 1,662

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands		9 Months Ended
	Oct. 13, 2023	Jun. 30, 2024	Jun. 30, 2023
RealCISO [Member]
Related Party Transaction [Line Items]
Payments of license fee		$ 20	$ 36
Software development services received		$ 119
US Army [Member]
Related Party Transaction [Line Items]
Related party agreement	$ 24

CUSTOMER CONCENTRATION RISK (De

CUSTOMER CONCENTRATION RISK (Details Narrative) - Customer Concentration Risk [Member]	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue Benchmark [Member] | No Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10%	10%	10%	10%
Accounts Receivable [Member] | No Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage			10%
Accounts Receivable [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage				14.80%

SCHEDULE OF RESTRICTED STOCK UN

SCHEDULE OF RESTRICTED STOCK UNITS VESTING (Details) - shares shares in Thousands	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Outstanding, Beginning
Number of Options, Granted	4,400
Number of Options, Canceled/Forfeited
Number of Options, Outstanding, Ending	3,300
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Outstanding, Beginning	8,637	4,309
Number of Options, Granted	10,848	6,204
Number of Options, Vested	(6,537)	(1,768)
Number of Options, Canceled/Forfeited	(1,960)
Number of Options, Outstanding, Ending	10,988	8,745

SCHEDULE OF STOCK OPTIONS WEIGH

SCHEDULE OF STOCK OPTIONS WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE (Details)	3 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	4.36%
Dividend yield	0%
Expected common stock market price volatility factor	182.97%
Weighted average expected live of stock options (years)	10 years

SCHEDULE OF STOCK OPTION OUTSTA

SCHEDULE OF STOCK OPTION OUTSTANDING TRANSACTIONS (Details) shares in Thousands	9 Months Ended
	Jun. 30, 2024 shares
Share-Based Payment Arrangement [Abstract]
Number of Options, Outstanding, Beginning
Granted	4,400
Cancelled
Vested	(1,100)
Number of Options, Outstanding, Ending	3,300

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions			3 Months Ended						9 Months Ended
	Jun. 18, 2024	Jun. 10, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense									$ 561	$ 372
Shares issued for services, value				$ 12	$ 8	$ 16	$ 13	$ 18	20	47
Share based payments arrangement, outstanding equity compensation grants									541	$ 325
Net stock-based compensation			$ 209	$ 133	$ 81	$ 90	$ 117	$ 118
Stock based compensation expense									$ 541
Grant date fair value			$ 0.05			$ 0.10			$ 0.05	$ 0.10
Stock option vesting period		3 years
Stock options forfeitures	1.1
Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options issued		1.1
Stock price per share		$ 0.18
Unvested R S U And Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense									$ 782
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term									2 years 4 months 24 days
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Purchase of restricted stock units, value									$ 118
Restricted Stock Units (RSUs) [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Net stock-based compensation									$ 423

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Millions	1 Months Ended
	Apr. 30, 2020 USD ($)
Eric Marquez [Member]
Damages sought value	$ 1