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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2023

IronNet, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39125

83-4599446

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

7900 Tysons One Place, Suite 400

McLean, VA 22102

(Address of principal executive offices, including zip code)

(443) 300-6761

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

IRNT

The New York Stock Exchange

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

IRNT.WS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, between December, 2022 and May 2023 IronNet, Inc. (the “Company”) entered into Convertible Secured Promissory Notes (the “Notes”), in the aggregate principal amount of $20,770,000, with certain of its directors and officers and entities affiliated with C5 Capital Limited, a beneficial owner of more than 5% of the Company’s outstanding common stock (collectively, the “Noteholders”).

 

On June 30, 2023, the Company and the Noteholders executed amendments to the Notes (the “Amendments”) to extend the maturity dates thereof from June 30, 2023 to December 31, 2023. Except as set forth in the Amendments, all of the other terms of the Notes remain unchanged.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IRONNET, INC.

By:

/s/ Cameron D. Pforr

Date: July 7, 2023

Cameron D. Pforr
President & Chief Financial Officer

 

 

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Document and Entity Information
Jun. 30, 2023
Document and Entity Information [Line Items]  
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Entity Central Index Key 0001777946
Document Type 8-K
Document Period End Date Jun. 30, 2023
Entity Registrant Name IronNet, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39125
Entity Tax Identification Number 83-4599446
Entity Address, Address Line One 7900 Tysons One Place
Entity Address, Address Line Two Suite 400
Entity Address, City or Town McLean
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22102
City Area Code (443)
Local Phone Number 300-6761
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Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
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Document and Entity Information [Line Items]  
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol IRNT
Security Exchange Name NYSE
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Common Stock At An Exercise Price Of 11.50 Per Share 1 [Member]  
Document and Entity Information [Line Items]  
Security 12b Title Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol IRNT.WS
Security Exchange Name NYSE
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