What SideChannel, Inc. tells the SEC about who runs cybersecurity

ITEM

1C. CYBERSECURITY

Risk

management and strategy

SideChannel,

Inc. recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information

systems and protect the confidentiality, integrity, and availability of our data.

Managing

Material Risks & Integrated Overall Risk Management

SideChannel,

Inc. has strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide

culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making

processes at every level. Our risk management team works closely with our IT department to continuously evaluate and address cybersecurity

risks in alignment with our business objectives and operational needs.

Engage

Third Parties on Risk Management

Recognizing

the complexity and evolving nature of cybersecurity threats, SideChannel, Inc. has relationships with a range of external experts,

including cybersecurity assessors, consultants, and auditors in evaluating and testing our risk management systems. These

partnerships enable us to leverage specialized knowledge and insights as needed, to ensure our cybersecurity strategies and

processes remain at the forefront of industry best practices. Our collaboration with these third parties may include audits, threat

assessments, and consultation on security enhancements.

Oversee

Third-party Risk

Because

we are aware of the risks associated with third-party service providers, SideChannel, Inc. implements stringent processes to oversee

and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing

monitoring to ensure compliance with our cybersecurity standards. The monitoring includes quarterly assessments by our Chief Information

Security Officer ("CISO") and on an ongoing basis by our security engineers. This approach is designed to mitigate

risks related to data breaches or other security incidents originating from third parties.

Risks

from Cybersecurity Threats

We

have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Governance

The

Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity threats. The Board has established

robust oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize

the significance of these threats to our operational integrity and stakeholder confidence.

Board

of Directors Oversight

The

Audit Committee is central to the Board's oversight of cybersecurity risks and bears the primary responsibility for this domain.

The Audit Committee is composed of board members with diverse expertise including, risk management, technology, and finance, equipping

them to oversee cybersecurity risks effectively.

Management's

Role Managing Risk

The

CISO and the Chief Executive Officer ("CEO") play a pivotal role in informing the Audit Committee on cybersecurity risks.

They provide comprehensive briefings to the Audit Committee on a regular basis, with a minimum frequency of once per year. These briefings

encompass a broad range of topics, including:

●

Current

cybersecurity landscape and emerging threats;

●

Status

of ongoing cybersecurity initiatives and strategies;

●

Incident

reports and learnings from any cybersecurity events; and

●

Compliance

with regulatory requirements and industry standards.

In

addition to our scheduled meetings, the Audit Committee, CISO and CEO maintain an ongoing dialogue regarding emerging or potential cybersecurity

risks. Together, they receive updates on any significant developments in the cybersecurity domain, ensuring the Board's oversight

is proactive and responsive. The Audit Committee actively participates in strategic decisions related to cybersecurity, offering guidance

and approval for major initiatives. This involvement ensures that cybersecurity considerations are integrated into the broader strategic

objectives of SideChannel, Inc. The Audit Committee conducts an annual review of the company's cybersecurity posture and the effectiveness

of its risk management strategies. This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity

efforts with the overall risk management framework.

Risk

Management Personnel

Primary

responsibility for assessing, monitoring and managing our cybersecurity risks rests with the CISO, Mr. Eric Gauthier. With over 20 years

of experience in the field of cybersecurity, Mr. Gauthier brings a wealth of expertise to his role. His background includes extensive

experience as an enterprise CISO and is well-recognized within the industry. His in-depth knowledge and experience are instrumental in

developing and executing our cybersecurity strategies. Our CISO oversees our governance programs, tests our compliance with standards,

remediates known risks, and leads our employee training program.

Monitor

Cybersecurity Incidents

The

CISO is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management

techniques. This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity

incidents. The CISO implements and oversees processes for the regular monitoring of our information systems. This includes the deployment

of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident,

the CISO is equipped with a well-defined incident response plan. This plan includes immediate actions to mitigate the impact and long-term

strategies for remediation and prevention of future incidents.

Reporting

to Board of Directors

The

CISO, in his capacity, regularly informs the CEO and the Chief Financial Officer ("CFO") of all aspects related to cybersecurity

risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks

facing SideChannel, Inc. Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the

Board of Directors, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.