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| CIK | 1777946 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to IronNet Inc
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39125 IronNet, Inc. (Exact name of registrant as specified in its charte |
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| February 14, 2024 |
IRNT / IronNet Inc / KPCB Digital Growth Fund II, LLC - SC 13D/A Activist Investment SC 13D/A 1 tm246036d3sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) (Amendment No. 1) IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) Jesse King c/ |
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| February 12, 2024 |
IRNT / IronNet Inc / 3i, LP - SC 13G/A Passive Investment SC 13G/A 1 g08402013ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39125 IronNet, Inc. (Exact name of registrant as |
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| January 31, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31 , 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39125 IronNet, Inc. |
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| January 31, 2024 |
Promissory Note Form of Amendment Exhibit 10.2 AMENDMENTTO SECURED PROMISSORY NOTE(S) This Amendment (“Amendment”) to the one or more secured promissory notes (listed below, hereinafter “Note(s)”) is made and entered into as of June 30, 2023 (the “Amendment Date”) by and between IRONNET, INC. (“IronNet”) and the undersigned holder (“Holder”; and together with IronNet, each a “Party” and collectively, the “Parties”),of the Note(s). |
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| January 31, 2024 |
Secured Promissory Note dated August 29, 2023 issued to VADM Jan E. Tighe Exhibit 10.1 SECURED PROMISSORY NOTE $300,000 29 August, 2023 For value received, IRONNET, INC., a Delaware corporation (the “Company”), hereby unconditionally promises to pay to the order of JAN E. TIGHE or her assigns (“Holder”), in lawful money of the United States of America and in immediately available funds, the principal sum of $300,000 (the “Holder Funds”) together with accrued and unpaid |
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| January 31, 2024 |
Secured Promissory Note dated August 29, 2023 issued to Donald R. Dixon Exhibit 10.2 SECURED PROMISSORY NOTE $500,000 29 August, 2023 For value received, IRONNET, INC., a Delaware corporation (the “Company”), hereby unconditionally promises to pay to the order of DONALD R. DIXON or his assigns (“Holder”), in lawful money of the United States of America and in immediately available funds, the principal sum of $500,000 (the “Holder Funds”) together with accrued and unpa |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39125 IronNet, Inc. (Exact name of registrant as s |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39125 IronNet, Inc. (Exact name of registrant as sp |
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| January 31, 2024 |
Reinstatement Agreement dated October 13, 2023 between the Company and Amazon Web Services, Inc. Exhibit 10.3 |
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| January 31, 2024 |
Korr Acquisition Group Promissory Note dated July 21, 2023 Exhibit 10.5 SECURED PROMISSORY NOTE $555,555 July 21, 2023 For value received, IRONNET, INC., a Delaware corporation (the “Company”), hereby unconditionally promises to pay to the order of Korr Acquisitions Group, INC. or its assigns (“Holder”), in lawful money of the United States of America and in immediately available funds, the principal sum of $555,555 together with accrued and unpaid intere |
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| January 31, 2024 |
Term Sheet for Debtor-in-Possession Financing dated October 10, 2023 Exhibit 10.4 IRONNET, INC. TERMS FOR DIP FINANCING This binding term sheet (the “Term Sheet”) sets forth the principal terms of a potential superpriority, senior secured debtor-in-possession credit facility (the “DIP Facility”, the credit agreement evidencing the DIP Facility, the “DIP Credit Agreement” and, together with the other definitive documents governing the DIP Facility and the DIP Order |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024 As filed with the Securities and Exchange Commission on January 22, 2024 Registration No. |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024 As filed with the Securities and Exchange Commission on January 22, 2024 Registration No. |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024 As filed with the Securities and Exchange Commission on January 22, 2024 Registration No. |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024 As filed with the Securities and Exchange Commission on January 22, 2024 Registration No. |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024 As filed with the Securities and Exchange Commission on January 22, 2024 Registration No. |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024 As filed with the Securities and Exchange Commission on January 22, 2024 Registration No. |
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| January 19, 2024 |
Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: IRONNET, INC., et al.,1 Debtors. ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 23-11710 (BLS) (Jointly Administered) Ref. Docket Nos. 231 & 232 FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER APPROVING THE DISCLOSURE STATEMENT ON A FINAL BASIS AND CONFIRMING THE AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF IRONNET |
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| January 19, 2024 |
Amended Joint Chapter 11 Plan of Reorganization of IronNet, Inc. and its Debtor Affiliates Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: IRONNET, INC., et al.,1 Debtors. ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 23-11710 (BLS) (Jointly Administered) AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF IRONNET, INC. AND ITS DEBTOR AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE YOUNG CONAWAY STARGATT & TAYLOR, LLP Sean M. Beach (No. 4070) Kenneth J. E |
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| January 19, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Bankruptcy or Receivership 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): January 18, 2024 IronNet, Inc. |
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| December 18, 2023 |
NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: October 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| November 21, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 20, 2023 IronNet, Inc. |
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| November 21, 2023 |
Exhibit 99.1 THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTORS RESERVE THE RIGHT TO AMEND, SUPPLEMENT, OR OTHERWISE MODIFY THIS PLAN PRIOR TO AND UP TO THE DATE OF SUCH HEARING. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: |
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| November 21, 2023 |
Exhibit 99.2 THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTORS RESERVE THE RIGHT TO AMEND, SUPPLEMENT, OR OTHERWISE MODIFY THIS DISCLOSURE STATEMENT PRIOR TO AND UP TO THE DATE OF SUCH HEARING. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF |
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| October 17, 2023 |
Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) IRONNET, INC., et al.,1 ) Case No. 23-11710 (BLS) ) Debtors. ) (Jointly Administered) ) ) Ref. Docket No. 8 INTERIM ORDER (A) ESTABLISHING NOTIFICATION AND HEARING PROCEDURES FOR CERTAIN TRANSFERS OF AND DECLARATIONS OF WORTHLESSNESS WITH RESPECT TO COMMON STOCK OF IRONNET, INC. AND CLAIMS |
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| October 17, 2023 |
Entry into a Material Definitive Agreement, Other Events 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): October 13, 2023 IronNet, Inc. |
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| October 12, 2023 |
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): October 10, 2023 IronNet, Inc. |
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| October 10, 2023 |
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): October 10, 2023 IronNet, Inc. |
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| September 29, 2023 |
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): September 29, 2023 IronNet, Inc. |
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| September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: July 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| September 5, 2023 |
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): September 1, 2023 IronNet, Inc. |
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| September 1, 2023 |
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): August 29, 2023 IronNet, Inc. |
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| August 30, 2023 |
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): August 23, 2023 IronNet, Inc. |
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| July 27, 2023 |
25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39125 IronNet, Inc. The New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 7900 Tys |
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| July 25, 2023 |
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): July 20, 2023 IronNet, Inc. |
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| July 17, 2023 |
IronNet Announces Intention to Voluntarily Delist Securities from New York Stock Exchange Exhibit 99.1 IronNet Announces Intention to Voluntarily Delist Securities from New York Stock Exchange MCLEAN, VA (July 17, 2023) – IronNet, Inc. (together with its subsidiaries, “IronNet”, “we”, “us” or the “Company”) (NYSE: IRNT) announced today its intention to voluntarily delist from the New York Stock Exchange (“NYSE”). This announcement follows the Company’s receipt of notice from the NYSE t |
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| July 17, 2023 |
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): July 17, 2023 IronNet, Inc. |
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| July 13, 2023 |
IRNT / IronNet Inc / C5 Investors General Partner Ltd - AMENDMENT NO. 7 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) Janna Ayoub 4th Floor, 7 Vigo St, Savile Row House London, W1S 3HF, UK +44 20 3405 7321 (Name, Address and Telephone Number o |
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| July 12, 2023 |
Amendment to Letter Agreement dated as of July 11, 2023 Exhibit 10.2 Exhibit 10.2 AMENDMENT TO LETTER AGREEMENT This Amendment (“Amendment”) to the Letter Agreement, dated June 16, 2023 (the “Letter Agreement”), by and between IRONNET, INC. (the “Company”) and C5 CC FERROUS, LLC (the “JV” and, together with the Company, each a “Party” and collectively, the “Parties”) is made and entered into as of July 11, 2023 (the “Amendment Date”) by and between the |
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| July 12, 2023 |
Letter Agreement dated June 16, 2023 and effective as of July 11, 2023 Exhibit 10.1 CONFIDENTIAL June 16, 2023 IronNet, Inc. 7900 Tyson One Place, Suite 400 McLean, VA 22102 Re: Agreement to Take-Private Dear Ladies and Gentlemen: This letter memorializes the agreement between C5 CC Ferrous, LLC (“JV”) and IronNet, Inc. (“IronNet” or the “Company”) (the JV and the Company each a “Party” and, together, the “Parties”), by which the Parties agree to the following (in ea |
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| July 12, 2023 |
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): July 11, 2023 IronNet, Inc. |
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| July 12, 2023 |
Linda Zecher appointed CEO of IronNet Cameron Pforr, CFO of IronNet, appointed President Exhibit 99.1 Linda Zecher appointed CEO of IronNet Cameron Pforr, CFO of IronNet, appointed President MCLEAN, VA (July 12, 2023) – IronNet’s Board of Directors has appointed Linda Zecher as Chief Executive Officer (CEO) effective immediately. Cameron Pforr, the company’s current Chief Financial Officer (CFO), has been appointed President of IronNet. GEN (Ret.) Keith Alexander will continue to serv |
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| July 7, 2023 |
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. |
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| June 28, 2023 |
Exhibit 99.1 IronNet Announces Receipt of Notification Letter from NYSE McLean, VA (June 28, 2023) – IronNet, Inc. (NYSE: IRNT) (“IronNet”) announced today that it received a notice from the New York Stock Exchange (the “NYSE”) indicating that IronNet is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form 1 |
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| June 28, 2023 |
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 28, 2023 IronNet, Inc. |
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| June 26, 2023 |
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 16, 2023 IronNet, Inc. |
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| June 16, 2023 |
EXHIBIT 9 CONFIDENTIAL June 13, 2023 IronNet, Inc. 7900 Tyson One Place, Suite 400 McLean, VA 22102 Re: Agreement to Take-Private Dear Ladies and Gentlemen: This letter memorializes the agreement between C5 CC Ferrous, LLC (“JV”) and IronNet, Inc. (“IronNet” or the “Company”) (the JV and the Company each a “Party” and, together, the “Parties”), by which the Parties agree to the following (in each |
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| June 16, 2023 |
IRNT / IronNet Inc / C5 Investors General Partner Ltd - AMENDMENT NO. 6 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) Janna Ayoub 4th Floor, 7 Vigo St, Savile Row House London, W1S 3HF, UK +44 20 3405 7321 (Name, Address and Telephone Number o |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: April 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transition perio |
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| May 26, 2023 |
IRNT / IronNet Inc / 3i, LP - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) May 16, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| May 25, 2023 |
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): May 19, 2023 IronNet, Inc. |
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| May 16, 2023 |
Exhibit 21.1 Subsidiaries of IronNet, Inc. Name of Subsidiary Jurisdiction of Organization IronNet Cybersecurity, Inc. United States (Delaware) High Degree, LLC United States (Delaware) IronNet International, LLC United States (Delaware) IronNet Cybersecurity Singapore Pte Ltd Singapore IronNet Cybersecurity Japan, GK Japan IronNet Cybersecurity UK Ltd. England and Wales IronNet Australia Pty Ltd. |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39125 IronNet, Inc. (Exact name of registrant as specifi |
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| May 16, 2023 |
Non-Employee Director Compensation Policy Exhibit 10.18 IronNet, Inc. Non-Employee Director Compensation Policy (effective November 23, 2021) The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of IronNet, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or offi |
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| May 16, 2023 |
Exhibit 4.6 Description of Securities IronNet, Inc. (“we,” “our,” “us,” or the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.0001 par value per share (the “Common Stock”), and public warrants, each whole public warrant exercisable for one share of Common Stock at an exercise p |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: January 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transition per |
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| May 2, 2023 |
Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into effective September 13, 2022 (the “Effective Date”), by and between Cameron Pforr (the “Executive”) and IronNet Cybersecurity, Inc. (the “Company”).. The Company desires to employ Executive and, in connection therewith, to compensate the Executive for Executive’s personal se |
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| May 2, 2023 |
e UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39125 IronNet, Inc. (Exact name of registrant |
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| April 19, 2023 |
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): April 13, 2023 IronNet, Inc. |
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| March 2, 2023 |
IRNT / IronNet Inc / C5 Investors General Partner Ltd - AMENDMENT NO. 5 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) Janna Ayoub 4th Floor, 7 Vigo St, Savile Row House London, W1S 3HF, UK +44 20 3405 7321 (Name, Address and Telephone Number o |
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| March 2, 2023 |
EXHIBIT 8 STRICTLY CONFIDENTIAL February 27, 2023 IronNet Inc. 7900 Tysons One Pl, Suite 400 McLean, VA 22102 Attn: Scott Alridge, Chief Legal Officer Re: Exclusivity Agreement Extension Ladies and Gentlemen: Reference is made to that certain letter agreement, dated December 28, 2022, by and between C5 Capital Holdings USA LP and IronNet, Inc. (as amended, restated, supplemented or otherwise modif |
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| March 2, 2023 |
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): February 27, 2023 IronNet, Inc. |
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| February 14, 2023 |
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): February 8, 2023 IronNet, Inc. |
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| February 10, 2023 |
IRNT / IronNet, Inc. / C5 Investors General Partner Ltd - AMENDMENT NO. 4 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) Janna Ayoub 4th Floor, 7 Vigo St, Savile Row House London, W1S 3HF, UK +44 20 3405 7321 (Name, Address and Telephone Number o |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 IronNet, Inc. |
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| January 30, 2023 |
IronNet Announces Receipt of Continued Listing Standard Notice from NYSE Exhibit 99.1 IronNet Announces Receipt of Continued Listing Standard Notice from NYSE McLean, VA (January 27, 2023) – IronNet, Inc. (NYSE: IRNT) announced today that it received written notice on January 24, 2023 from the New York Stock Exchange (NYSE) that the Company is not in compliance with the NYSE continued listing standards, which require it to maintain: (i) a minimum average closing price |
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| January 27, 2023 |
IronNet Announces Receipt of Continued Listing Standard Notice from NYSE EX-99.1 Exhibit 99.1 IronNet Announces Receipt of Continued Listing Standard Notice from NYSE McLean, VA (January 27, 2023) – IronNet, Inc. (NYSE: IRNT) announced today that it received written notice on January 24, 2023 from the New York Stock Exchange (NYSE) that the Company is not in compliance with the NYSE continued listing standards, which require it to maintain: (i) a minimum average closin |
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| January 27, 2023 |
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): January 24, 2023 IronNet, Inc. |
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| January 17, 2023 |
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): January 11, 2023 IronNet, Inc. |
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| January 17, 2023 |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE $__________ __________, 202_ Exhibit 99.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT P |
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| January 4, 2023 |
AMENDED AND RESTATED SECURITY AGREEMENT EX-99.2 Exhibit 99.2 AMENDED AND RESTATED SECURITY AGREEMENT This Amended and Restated Security Agreement, dated as of January [•], 2023 (“Security Agreement”), is made by and among IronNet, Inc., a Delaware corporation (“Grantor”), and the secured parties listed on the signature pages hereto (each, a “Secured Party” and, collectively, the “Secured Parties”), amends and restates the Security Agree |
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| January 4, 2023 |
AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE $[•] [•], 2023 EX-99.1 Exhibit 99.1 AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE $[•] [•], 2023 For value received, IRONNET, INC., a Delaware corporation (the “Company”), hereby unconditionally promises to pay to the order of [•]or its assigns (“Holder”; and together with the Company, each a “Party” and collectively, the “Parties”), in lawful money of the United States of America and in immediately availa |
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| January 4, 2023 |
[Remainder of page intentionally left blank] EX-99.7 2 eh220316862ex07.htm EXHIBIT 7 EXHIBIT 7 CONFIDENTIAL December 28, 2022 Attn: Scott Alridge, Chief Legal Officer IronNet Inc. 7900 Tysons One Pl, Suite 400 McLean, VA 22102 Ladies and Gentlemen: This letter agreement sets forth the terms upon which C5 Capital Holdings USA LP and its affiliates (“C5 Capital”) agree to enter into discussions regarding a potential acquisition (a “Transaction |
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| January 4, 2023 |
IRNT / IronNet, Inc. / C5 Investors General Partner Ltd - AMENDMENT NO. 3 Activist Investment SC 13D/A 1 eh22031686213da3-irnt.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) Janna Ayoub 4th Floor, 7 Vigo St, Savile Row House London, W1S 3HF, UK + |
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| January 4, 2023 |
EX-99.3 Exhibit 99.3 IronNet Enhances its Network Detection and Response Solution to Provide Broader Visibility of Cyber Threats Receives Bridge Loan Financing from C5 Capital MCLEAN, Va. (January 4, 2023) – IronNet, Inc. (NYSE: IRNT), an innovative leader Transforming Cybersecurity Through Collective DefenseSM, announced today enhanced capabilities of its network detection and response (NDR) solu |
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| January 4, 2023 |
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): December 28, 2022 IronNet, Inc. |
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| December 28, 2022 |
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): December 21, 2022 IronNet, Inc. |
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| December 28, 2022 |
IronNet Announces Receipt of Notification Letter from NYSE Exhibit 99.1 IronNet Announces Receipt of Notification Letter from NYSE McLean, VA (December 28, 2022) ? IronNet, Inc. (NYSE: IRNT) (?IronNet?) announced today that it received a notice from the New York Stock Exchange (the ?NYSE?) indicating that IronNet is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Fo |
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| December 27, 2022 |
EXHIBIT 2 CONFIDENTIAL 22 December 2022 IronNet, Inc. 7900 Tyson One Place, Suite 400 McLean, VA 22102 Attn: Board of Directors Re: Non-Binding ?Take-Private? Proposal To Board of Directors (the ?Board?): On behalf of C5 Capital Ltd and certain of its affiliates (collectively, the ?Buyer Group?), I am writing to outline our proposal to acquire all of the outstanding common shares of IronNet, Inc. |
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| December 27, 2022 |
EXHIBIT 4 24 December 2022 IronNet, Inc. 7900 Tyson One Place, Suite 400 McLean, VA 22102 Attn: Board of Directors Re: Non-Binding ?Take-Private? Proposal To Board of Directors (the ?Board?): On behalf of C5 Capital Ltd and certain of its affiliates (the ?Buyer Group?), I am writing to acknowledge receipt of your letter, dated as of December 24, 2022 (the ?Response Letter?), in response to our ini |
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| December 27, 2022 |
IRNT / IronNet, Inc. / C5 Investors General Partner Ltd - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) Janna Ayoub 4th Floor, 7 Vigo St, Savile Row House London, W1S 3HF, UK +44 20 3405 7321 (Name, Address and Telephone Number o |
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| December 27, 2022 |
EXHIBIT 3 December 24, 2022 Andre Pienaar Chief Executive Officer C5 Capital USA LLC 1701 Pennsylvania Ave. |
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| December 20, 2022 |
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): December 14, 2022 IronNet, Inc. |
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| December 20, 2022 |
EX-10.1 Exhibit 10.1 SECURITY AGREEMENT THIS SECURITY AGREEMENT dated as of [Date], 2022 (“Security Agreement”), is made by and among IRONNET, INC., a Delaware corporation (“Grantor”), and the secured parties listed on the signature pages hereto (each, a “Secured Party” and, collectively, the “Secured Parties”). RECITALS A. Each Secured Party has made and has agreed to make certain advances of mon |
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| December 20, 2022 |
Form of Secured Promissory Note. EX-4.1 Exhibit 4.1 SECURED PROMISSORY NOTE $[•] [Date], 2022 For value received, IRONNET, INC., a Delaware corporation (the “Company”), hereby unconditionally promises to pay to the order of NOTE HOLDER or [his] [her] [it] assigns (“Holder”), in lawful money of the United States of America and in immediately available funds, the principal sum of $[•] together with accrued and unpaid interest there |
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| December 16, 2022 |
NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: October 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transi |
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| November 30, 2022 |
Up to 25,164,773 Shares of Common Stock Offered by the Selling Stockholder Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268354 PROSPECTUS Up to 25,164,773 Shares of Common Stock Offered by the Selling Stockholder This prospectus relates to the offer and resale, from time to time, of up to 25,164,773 shares of common stock of IronNet, Inc., par value $0.0001 per share (the ?Common Stock?), that may be issuable upon the conversion of a senior uns |
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| November 30, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 13,824,992 shares of common stock, which consists of (i) up to 5,200,000 s |
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| November 30, 2022 |
Up to 48,503,325 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS Up to 48,503,325 Shares of Common Stock This prospectus relates to the offer and resale of up to 48,503,325 shares of common stock by Tumim Stone Capital LLC (?Tumim? or the ?Selling Stockholder?). The shares of common stock being offered by Tumim have been and may be issued pursuant to the common stock purch |
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| November 23, 2022 |
IRONNET, INC. 7900 Tysons One Place, Suite 400 McLean, VA 22102 November 23, 2022 VIA EDGAR IRONNET, INC. 7900 Tysons One Place, Suite 400 McLean, VA 22102 November 23, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Matthew Crispino RE: IronNet, Inc. Registration Statement on Form S-3 File No. 333-268354 Acceleration Request Requested Date: November 28, 2022 Requested Time: 4:00 P.M. Eastern |
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| November 21, 2022 |
Up to 48,503,325 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 10 (To the Prospectus dated May 19, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplement is being filed to update |
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| November 21, 2022 |
424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 10 (To the Prospectus dated May 19, 2022) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the “Prospectus”), which |
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| November 18, 2022 |
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): November 16, 2022 IronNet, Inc. |
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| November 18, 2022 |
EX-10.1 Exhibit 10.1 November 18, 2022 Don Closser Re: Separation Agreement Dear Don: This letter sets forth the substance of the separation agreement (the “Agreement”) which IronNet Cybersecurity, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. Separation. The Company has accepted your resignation effective November 18, 2022 (the “Separation Date”). You and the Co |
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| November 14, 2022 |
As filed with the Securities and Exchange Commission on November 14, 2022 POS AM Table of Contents As filed with the Securities and Exchange Commission on November 14, 2022 Registration No. |
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| November 14, 2022 |
As filed with the Securities and Exchange Commission on November 14, 2022 POS AM Table of Contents As filed with the Securities and Exchange Commission on November 14, 2022 Registration No. |
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| November 14, 2022 |
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): November 14, 2022 IronNet, Inc. |
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| November 14, 2022 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) IronNet, Inc. |
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| November 14, 2022 |
Report of Independent Registered Public Accounting Firm EX-99.1 Exhibit 99.1 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) F-2 Consolidated Financial Statements: Consolidated Balance Sheets as of January 31, 2022 and 2021 F-3 Consolidated Statements of Operations for the years ended January 31, 2022 and 2021 F-4 Consolidated Statements of Compreh |
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| November 14, 2022 |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EX-99.2 Exhibit 99.2 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the annual consolidated financial statements and related notes included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended January 31, 202 |
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| November 14, 2022 |
As filed with the Securities and Exchange Commission on November 14, 2022 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 14, 2022 Registration No. |
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| November 14, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 9 (To the Prospectus dated May 19, 2022) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the ?Prospectus?), which forms a |
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| November 14, 2022 |
Up to 48,503,325 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 9 (To the Prospectus dated May 19, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplement is being filed to update a |
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| October 31, 2022 |
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): October 25, 2022 IronNet, Inc. |
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| October 31, 2022 |
IronNet Announces Receipt of Continued Listing Standard Notice from NYSE EX-99.1 Exhibit 99.1 IronNet Announces Receipt of Continued Listing Standard Notice from NYSE McLean, VA (October 31, 2022) – IronNet, Inc. (NYSE: IRNT) (“IronNet”) announced today that on October 25, 2022 it received written notice from the New York Stock Exchange (“NYSE”) that the Company is not in compliance with the continued listing standards set forth in Rule 802.01C of the NYSE Listed Compa |
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| October 31, 2022 |
424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 8 (To the Prospectus dated May 19, 2022) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the “Prospectus”), which f |
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| October 31, 2022 |
Up to 48,503,325 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 8 (To the Prospectus dated May 19, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplement is being filed to update and sup |
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| October 12, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 7 (To the Prospectus dated May 19, 2022) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the ?Prospectus?), which forms a |
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| October 12, 2022 |
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): October 11, 2022 IronNet, Inc. |
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| October 12, 2022 |
Up to 48,503,325 Shares of Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 7 (To the Prospectus dated May 19, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplement is being filed to update a |
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| October 4, 2022 |
Exhibit 10.1 September 30, 2022 William Welch 2333 Victoria Park Lane Raleigh, NC 27614 Re: Separation Agreement Dear Bill: This letter sets forth the substance of the separation agreement (the ?Agreement?) which IronNet Cybersecurity, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1. Separation. The Company has accepted your resignation effective September 30, 2022 |
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| October 4, 2022 |
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): September 30, 2022 IronNet, Inc. |
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| October 4, 2022 |
Up to 48,503,325 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 6 (To the Prospectus dated May 19, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplement is being filed to update and sup |
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| October 4, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 6 (To the Prospectus dated May 19, 2022) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the ?Prospectus?), which forms a |
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| September 15, 2022 |
Up to 48,503,325 Shares of Common Stock 424B3 1 d404010d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 5 (To the Prospectus dated May 19, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplement |
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| September 15, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 5 (To the Prospectus dated May 19, 2022) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the ?Prospectus?), which forms a |
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| September 15, 2022 |
Senior Unsecured Convertible Note, dated September 15, 2022, issued to the Investor. Exhibit 4.1 THE ISSUE AND SALE OF THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, THIS SECURITY AND THE SECURITIES INTO WHICH THI |
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| September 15, 2022 |
Exhibit 10.3 September 9, 2022 James Gerber 1612 Mt. Abbey Way #202 Ft. Myers, FL 33908 Re: Separation Agreement Dear James: This letter sets forth the substance of the separation agreement (the ?Agreement?) which IronNet Cybersecurity, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1. Separation. The Company has accepted your resignation effective September 15, 2022 |
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| September 15, 2022 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of September 14, 2022 is by and between 3i LP, a Delaware limited partnership (the ?Investor?), and IronNet, Inc., a Delaware corporation (the ?Company?). RECITALS A. The Company and the Investor have entered into that certain Securities Purchase Agreement, dated as of the date hereof (the ?P |
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| September 15, 2022 |
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): September 9, 2022 IronNet, Inc. |
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| September 15, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of September 14, 2022, between IronNet, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature page hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to S |
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| September 15, 2022 |
Exhibit 99.1 IronNet Reports Fiscal Second Quarter 2023 Financial Results Announces Management Changes Initiates Restructuring of the Company to Include Approximately 35% Further Headcount Reduction Secures Convertible Debt Initial Commitment of $10 Million McLean, VA (September 14, 2022) ? IronNet, Inc. (NYSE: IRNT) (?IronNet?), a leading provider of solutions Transforming Cybersecurity Through C |
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| September 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39125 IronNet, Inc. (Exact name of registrant as sp |
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| September 14, 2022 |
Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, EFFECTIVE JUNE 14, 2022, BY AND BETWEEN DONALD CLOSSER This Amended and Restated Employment Agreement (the ?Agreement?) is entered into effective June 14, 2022 (the ?Effective Date?), by and between Donald Closser (the ?Executive?) and IronNet CyberSecurity, Inc. (the ?Company?), and amends and restates in its entirety the Employmen |
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| September 14, 2022 |
Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JUNE 21, 2022, BY AND BETWEEN THE REGISTRANT AND JAMES GERBER This is an amendment to the Employment Agreement dated September 6, 2019 between IronNet Cybersecurity, Inc. (now IronNet, Inc.) and James Gerber (?Employment Agreement?), and is effective on June 21, 2022. 1. The initial paragraph of Section 4 of the Employment Agreement i |
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| July 15, 2022 |
424B3 1 d346181d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 4 (To the Prospectus dated May 19, 2022) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 ( |
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| July 15, 2022 |
Up to 48,503,325 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 4 (To the Prospectus dated May 19, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplement is being filed to update and sup |
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| July 15, 2022 |
Submission of Matters to a Vote of Security Holders 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): July 14, 2022 IronNet, Inc. |
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| June 24, 2022 |
Regulation FD Disclosure, Costs Associated with Exit or Disposal Activities 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 22, 2022 IronNet, Inc. |
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| June 24, 2022 |
Up to 48,503,325 Shares of Common Stock 424B3 1 d370306d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated May 19, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplement |
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| June 24, 2022 |
424B3 1 d370306d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated May 19, 2022) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 ( |
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| June 15, 2022 |
Up to 48,503,325 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated May 19, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplement is being filed to update and sup |
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| June 15, 2022 |
424B3 1 d345105d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated May 19, 2022) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 ( |
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| June 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 14, 2022 IronNet, Inc. |
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| June 14, 2022 |
IronNet Reports Fiscal First Quarter 2023 Financial Results Exhibit 99.1 IronNet Reports Fiscal First Quarter 2023 Financial Results McLean, VA (June 14, 2022) ? IronNet, Inc. (NYSE: IRNT) (?IronNet?), a leading provider of solutions Transforming Cybersecurity Through Collective DefenseSM, announced today its financial results for the fiscal first quarter ended April 30, 2022. ?In the past several months, President Biden and his cyber leaders have urged th |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39125 IronNet, Inc. (Exact name of registrant as s |
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| May 26, 2022 |
DEF 14A 1 d289491ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm |
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| May 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini |
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| May 23, 2022 |
Up to 48,503,325 Shares of Common Stock 424B3 1 d343165d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated May 19, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplement |
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| May 23, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated May 19, 2022) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated May 19, 2022 (the ?Prospectus?), which forms a |
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| May 20, 2022 |
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): May 17, 2022 IronNet, Inc. |
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| May 20, 2022 |
424B3 1 d349463d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 13,824,992 shares of our common stock, $0. |
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| May 20, 2022 |
IronNet, Inc. Up to 48,503,325 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS IronNet, Inc. Up to 48,503,325 Shares of Common Stock This prospectus relates to the offer and resale of up to 48,503,325 shares of our common stock, $0.0001 par value per share, by Tumim Stone Capital LLC (?Tumim? or the ?Selling Stockholder?). The shares of common stock being offered by Tumim have been and |
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| May 17, 2022 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on May 16, 2022. Registration No. 333-263456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IronNet, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 83-4599446 (State or othe |
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| May 17, 2022 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on May 16, 2022. Registration No. 333-259731 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IronNet, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 83-4599446 (State or othe |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39125 IronNet, Inc. (Exact name of registrant as specifi |
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| May 2, 2022 |
Exhibit 21.1 Subsidiaries of IronNet, Inc. Name of Subsidiary Jurisdiction of Organization IronNet Cybersecurity, Inc. United States (Delaware) High Degree, LLC United States (Delaware) IronNet International, LLC United States (Delaware) IronNet Cybersecurity Singapore Pte Ltd Singapore IronNet Cybersecurity Japan, GK Japan IronNet Cybersecurity UK Ltd. England and Wales IronNet Australia Pty Ltd. |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39125 IronNet, Inc. (Exact nam |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): (April 22, 2022) IronNet, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39125 83-4599446 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 25, 2022 |
424B3 1 d574482d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated September 30, 2021) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated Septembe |
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| April 25, 2022 |
Up to 48,503,325 Shares of Common Stock 424B3 1 d574482d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated March 17, 2022) Up to 48,503,325 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 17, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-263456). This prospectus supplem |
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| April 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 6, 2022 IronNet, Inc. |
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| April 8, 2022 |
Exhibit 99.1 IronNet Reports Preliminary Fourth Quarter and Fiscal Year 2022 Financial Results Achieves Record Revenue in the Fiscal Fourth Quarter Annual Recurring Revenue Increases 23% Year-Over-Year; Adds 61 New Customers Year-Over-Year McLean, VA (April 6, 2022) ? IronNet, Inc. (NYSE: IRNT) (?IronNet?), a leading provider of solutions Transforming Cybersecurity Through Collective DefenseSM, an |
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| April 8, 2022 |
IronNet, Inc. Q4 and Fiscal Year 2022 Earnings Call April 6, 2022 Exhibit 99.2 IronNet, Inc. Q4 and Fiscal Year 2022 Earnings Call April 6, 2022 Presenters Nancy Fazioli, Investor Relations Keith Alexander, Founder, Chairman and Co-Chief Executive Officer Bill Welch, Co-Chief Executive Officer Jamie Gerber, Chief Financial Officer Q&A Participants Mike Cikos ? Needham & Company Joseph Gallo ? Jefferies Gray Powell ? BTIG Imtiaz Koujalgi ? Guggenheim Securities A |
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| March 17, 2022 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) IronNet, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity |
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| March 17, 2022 |
As filed with the Securities and Exchange Commission on March 17, 2022 As filed with the Securities and Exchange Commission on March 17, 2022 Registration No. |
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| March 17, 2022 |
IronNet, Inc. Up to 48,503,325 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-263456 PROSPECTUS IronNet, Inc. Up to 48,503,325 Shares of Common Stock This prospectus relates to the offer and resale of up to 48,503,325 shares of our common stock, $0.0001 par value per share, by Tumim Stone Capital LLC (?Tumim? or the ?Selling Stockholder?). The shares of common stock being offered by Tumim have been and |
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| March 15, 2022 |
IRONNET, INC. 7900 Tysons One Place, Suite 400 McLean, VA 22102 March 15, 2022 VIA EDGAR CORRESP 1 filename1.htm IRONNET, INC. 7900 Tysons One Place, Suite 400 McLean, VA 22102 March 15, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jan Woo RE: IronNet, Inc. Registration Statement on Form S-1 File No. 333-263456 Acceleration Request Requested Date: March 17, 2022 Requested Time: 4:30 P.M. |
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| March 10, 2022 |
Employment Agreement, dated September 6, 2019, by and between the registrant and James C. Gerber Exhibit 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of this date of September 6, 2019, by and between IronNet Cybersecurity, Inc., a Delaware corporation (the ?Company?), and James Gerber(?Executive?). The Company will continue to employ Executive and Executive accepts such continued employment upon the terms and conditions set forth in this |
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| March 10, 2022 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on March 10, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR M S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IronNet, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 83-4599446 (State or other jurisdiction of incorporation or or |
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| March 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) IronNet, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity |
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| March 10, 2022 |
Employment Agreement, dated September 19, 2019, by and between the registrant and Donald Closser Exhibit 10.16 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of this date of September 19, 2019 by and between IronNet Cybersecurity, Inc., a Delaware corporation (the ?Company?), and Donald Closser (?Executive?). The Company will continue to employ Executive and Executive accepts such continued employment upon the terms and conditions set forth in th |
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| February 14, 2022 |
IRNT / IronNet, Inc. / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 IronNet, Inc. formerly known as LGL Systems Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 50201G106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 14, 2022 |
IRNT / IronNet, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G/A 1 IRNTSC13GA2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) IRONNET, INC. (formerly LGL Systems Acquisition Corp.) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 46323Q105 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of |
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| February 14, 2022 |
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of February 11, 2022 by and between IRONNET, INC. and TUMIM STONE CAPITAL LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1 Purchase and Sale of Stock 2 Section 2.2 Closing; Closing Date 2 Section 2.3 Initial Public Announcements and Required Filings 2 ARTICLE III PURCHASE TERMS 3 Sect |
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| February 14, 2022 |
Exhibit 99.1 IronNet Announces Common Stock Purchase Agreement with Tumim Stone Capital for up to $175 Million Provides Equity Line to Support the Company?s Long-Term Growth Strategy McLean, VA (February 14, 2022) ? IronNet, Inc. (NYSE: IRNT) (?IronNet?), an innovative leader Transforming Cybersecurity Through Collective DefenseSM, today announced that it has entered into a common stock purchase a |
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| February 14, 2022 |
424B3 1 d22187d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated September 30, 2021) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated September |
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| February 14, 2022 |
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): February 11, 2022 IronNet, Inc. |
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| February 14, 2022 |
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 11, 2022 is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the ?Investor?), and IronNet, Inc., a Delaware corporation (the ?Company?). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of |
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| February 11, 2022 |
IRNT / IronNet, Inc. / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* IronNet, Inc. (f/k/a LGL Systems Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 46323Q105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| December 16, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated September 30, 2021) Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus, dated September 30, 2021 (th |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE A |
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| December 15, 2021 |
EX-99.1 2 d249328dex991.htm EX-99.1 Exhibit 99.1 IronNet Reports Third Quarter Fiscal 2022 Financial Results Revises Fiscal Year Revenue and ARR Guidance Due to Delayed Strategic Opportunities Added 49 New Customers Year-Over-Year; Grew Cloud Subscription Revenue 74% Year-Over-Year McLean, VA (December 15, 2021) – IronNet, Inc. (NYSE: IRNT) (“IronNet”), a leading provider of solutions Transforming |
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| December 15, 2021 |
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): December 10, 2021 IronNet, Inc. |
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| November 18, 2021 |
As filed with the Securities and Exchange Commission on November 18, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 18, 2021 |
Form of RSU Grant Package under IronNet, Inc. 2021 Equity Incentive Plan Exhibit 99.4 IRONNET, INC. RSU AWARD GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) IronNet, Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the ?RSU Award?). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company?s 2021 Equity Incen |
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| November 18, 2021 |
Form of Stock Option Grant Package under IronNet, Inc. 2021 Equity Incentive Plan Exhibit 99.3 IRONNET, INC. STOCK OPTION GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) IronNet, Inc. (the ?Company?), pursuant to the Company?s 2021 Equity Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). Your Option is subject to all of the terms and conditions as set forth herein and in the |
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| November 18, 2021 |
IronNet, Inc. 2021 Equity Incentive Plan Exhibit 99.2 IRONNET, INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 6, 2021 APPROVED BY THE STOCKHOLDERS: AUGUST 26, 2021 1. GENERAL. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any A |
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| September 30, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259731 PROSPECTUS Up to 64,020,756 Shares of Common Stock Up to 13,824,992 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 5,200,000 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of an aggregate of up to 13,824,992 shares of our common stock, $0.0001 par value per share (the ?c |
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| September 28, 2021 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on September 28, 2021. Registration No. 333-259731 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IronNet, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 83-4599446 (State or other jurisdi |
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| September 28, 2021 |
IRONNET, INC. 7900 Tysons One Place, Suite 400 McLean, VA 22102 September 28, 2021 VIA EDGAR IRONNET, INC. 7900 Tysons One Place, Suite 400 McLean, VA 22102 September 28, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mitchell Austin RE: IronNet, Inc. Registration Statement on Form S-1 File No. 333-259731 Acceleration Request Requested Date: September 30, 2021 Requested Time: 4:00 P.M. Eastern |
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| September 23, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 22, 2021. As filed with the U.S. Securities and Exchange Commission on September 22, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IronNet, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 83-4599446 (State or other jurisdiction of incorporation or organization) (Pr |
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| September 23, 2021 |
Exhibit 10.5 March 15, 2021 LGL Systems Acquisition Corp. 165 W. Liberty St., Suite 220 Reno, NV 89501 Ladies and Gentlemen: This Lock-Up agreement (this ?Agreement?) is entered into in connection with, and conditioned upon the consummation of the transactions contemplated by, that certain Agreement and Plan of Merger (the ?Merger Agreement?) by and among LGL Systems Acquisition Corp., a Delaware |
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| September 15, 2021 |
IRNT / IronNet, Inc. / C5 Investors General Partner Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) James Coats 4th Floor, 7 Vigo St, Savile Row House London, W1S 3HF, UK +44 20 3405 7321 Authorized to Receive Notices and Com |
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| September 14, 2021 |
IRONNET’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 IRONNET?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless context otherwise requires, all references in this section to ?IronNet,? ?we,? ?us,? ?our,? or ?its? refer to IronNet and its consolidated subsidiaries prior to the Business Combination. The following discussion and analysis of our financial condition and results of operations should |
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| September 14, 2021 |
Exhibit 99.1 IronNet Announces Fiscal Second Quarter 2022 Financial Results Reaffirms previous FY2022 Revenue and ARR guidance Executes order to deploy into supply chain for significant defense industrial base program McLean, VA (September 14, 2021) ? IronNet, Inc. (NYSE: IRNT) (?IronNet?), a leading provider of solutions transforming cybersecurity through Collective Defense, announced today its f |
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| September 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 14, 2021 IronNet, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39125 83-4599446 (State or other jurisdiction of incorporation) (Commission File N |
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| September 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 (August 26, 2021) IronNet, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39125 83-4599446 (State or other jurisdictio |
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| September 14, 2021 |
Exhibit 99.1 IronNet Cybersecurity, Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share data) (unaudited) As of July 31, 2021 January 31, 2021 Assets Current Assets Cash and Cash Equivalents $ 14,107 $ 31,543 Accounts Receivable 297 1,643 Unbilled Receivable 3,009 1,425 Related Party Receivables and Loan Receivables 4,486 3,599 Account and Loan Receivables 7,792 6, |
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| September 14, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.3 shall have the meaning ascribed to them in the Combined Company?s final prospectus and definitive proxy statement, declared effective by Securities and Exchange Commission (the ?SEC?) on August 6, 2021, as amended (the ?Proxy Statement/Prospectus?). In connection wi |
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| September 10, 2021 |
EXHIBIT 1 To Schedule 13D JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of IronNet, Inc. |
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| September 10, 2021 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT EX-10.2 Exhibit 3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 26, 2021, is made and entered into by and among IronNet, Inc. (formerly known as LGL Systems Acquisition Corp.), a Delaware corporation (the ?Company?), LGL Systems Acquisition Holding Company, LLC, a Delaware limited liability company |
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| September 10, 2021 |
[Signature on the following page] Exhibit 2 Execution Version March 15, 2021 LGL Systems Acquisition Corp. 165 W. Liberty St., Suite 220 Reno, NV 8950I Ladies and Gentlemen: This Lock-Up agreement (this "Agreement") is entered into in connection with, and conditioned upon the consummation of the transactions contemplated by, that certain Agreement and Plan of Merger (the "Merger Agreement") by and among LGL Systems Acquisition Cor |
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| September 10, 2021 |
IRNT / IronNet, Inc. / C5 Investors General Partner Ltd - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) James Coats 4th Floor, 7 Vigo St, Savile Row House London, W1S 3HF, UK +44 20 3405 7321 Authorized to Receive Notices and Comm |
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| September 8, 2021 |
IRNT / IronNet, Inc. / KPCB Digital Growth Fund II, LLC - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 50201G106 (CUSIP Number) Jesse King c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road, Menlo |
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| September 7, 2021 |
IRNT / IronNet, Inc. / Alexander Keith Brian - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* IronNet, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 46323Q105 (CUSIP Number) Keith B. Alexander c/o IronNet, Inc. 7900 Tysons One Place, Suite 400 McLean, VA 22102 443-300-6761 (Name, Address and |
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| September 7, 2021 |
Form of Lock-up Agreement March 15, 2021 LGL Systems Acquisition Corp. 165 W. Liberty St., Suite 220 Reno, NV 89501 Ladies and Gentlemen: This Lock-Up agreement (this ?Agreement?) is entered into in connection with, and conditioned upon the consummation of the transactions contemplated by, that certain Agreement and Plan of Merger (the ?Merger Agreement?) by and among LGL Systems Acquisition Corp. |
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| September 7, 2021 |
IRNT / IronNet, Inc. / ForgePoint Cybersecurity GP-I, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* IronNet, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46323Q105 (CUSIP Number) ForgePoint Capital Attn: Lisa Lee 400 S. El Camino Real, Suite 1050 San Mateo, CA 94402 (650) 289-4436 (Name, Address and Tele |
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| September 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 1, 2021 (August 26, 2021) IronNet, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39125 83-4599446 (State or other jurisdiction of incorporation) ( |
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| September 1, 2021 |
Amended and Restated Registration Rights Agreement Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 26, 2021, is made and entered into by and among IronNet, Inc. (formerly known as LGL Systems Acquisition Corp.), a Delaware corporation (the ?Company?), LGL Systems Acquisition Holding Company, LLC, a Delaware limited liability company (?LGL |
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| September 1, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.2 shall have the meaning ascribed to them in the Combined Company?s final prospectus and definitive proxy statement, declared effective by Securities and Exchange Commission (the ?SEC?) on August 6, 2021, as amended (the ?Proxy Statement/Prospectus?). In connection wi |
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| September 1, 2021 |
Exhibit 16.1 September 1, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by IronNet, Inc. (formerly LGL Systems Acquisition Corp.) under Item 4.01 of its Form 8-K dated September 1, 2021. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other stateme |
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| September 1, 2021 |
Exhibit 99.1 IronNet Completes Business Combination with LGL Systems Acquisition Corp. IronNet, the leader in Collective Defense, is creating a new market in cybersecurity to protect companies, sectors and nations. IronNet to begin trading on the NYSE under symbol ?IRNT? on August 27, 2021. McLean, VA (August 27, 2021) ? IronNet, Inc. (NYSE: IRNT) (?IronNet?), an innovative leader transforming cyb |
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| September 1, 2021 |
Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LGL SYSTEMS ACQUISITION CORP. August 26, 2021 LGL Systems Acquisition Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (as it now exists or may hereafter be amended and supplemented, the ?DGCL?), does hereby certify that: ONE: The original Certificate of Incorporation of LG |
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| September 1, 2021 |
Amended and Restated Bylaws of the Registrant. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF IRONNET, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the corporation (the ?Certificate of Incorporation?). Section 2. Other Offices. The corporation shall also have and maintain an office or princ |
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| September 1, 2021 |
Exhibit 21.1 Subsidiaries of IronNet, Inc. Name of Subsidiary Jurisdiction of Organization IronNet Cybersecurity, Inc. IronCAD, LLC United States (Delaware) United States (Delaware) High Degree, LLC United States (Delaware) IronNet International, LLC United States (Delaware) IronNet Cybersecurity Singapore Pte Ltd Singapore IronNet Cybersecurity Japan, GK Japan IronNet Cybersecurity UK Ltd. Englan |
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| August 30, 2021 |
IRNT / IronNet, Inc. / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* LGL Systems Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $ 0.0001 (Title of Class of Securities) 50201G106 (CUSIP N |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 26, 2021 IRONNET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39125 83-4599446 (State or other jurisdiction of incorporation) (Commission File Numb |
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| August 27, 2021 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 07, 2021, pursuant to the provisions of Rule 12d2-2 (a). |
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| August 27, 2021 |
DFNS / LGL Systems Acquisition Corp / Beryl Capital Management LLC Passive Investment SC 13G 1 dfns13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LGL Systems Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 50201G106 (CUSIP Number) August 17, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| August 27, 2021 |
Exhibit 99.1 LGL Systems Acquisition Corp. Announces Stockholder Approval for and Closing of Business Combination with IronNet Cybersecurity, Inc. RENO, NV, Aug. 26, 2021 (GLOBE NEWSWIRE) ? LGL Systems Acquisition Corp. (NYSE: DFNS) (?LGL? or the ?Company?) today announced the results for the six proposals considered and voted upon by its stockholders at its special meeting held on August 26, 2021 |
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| August 20, 2021 |
Transforming Cybersecurity Through Collective Defense Management Presentation August 2021 Filed by LGL Systems Acquisition Corp. |
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| August 20, 2021 |
DFNS / LGL Systems Acquisition Corp / Feis Lawrence Michael - SCHEDULE 13G Passive Investment OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* LGL Systems Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $ 0.0001 (Title of Class of Securities) 50201G106 (CUSIP Num |
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| August 17, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-256129 SUPPLEMENT, DATED AUGUST 17, 2021, TO PROXY STATEMENT FOR SPECIAL MEETING OF LGL SYSTEMS ACQUISITION CORP. PROSPECTUS FOR UP TO 86,340,000 SHARES OF COMMON STOCK This supplement is being mailed to the stockholders of LGL Systems Acquisition Corp. (“LGL”) who are eligible to vote at the special meeting of stockholders of LGL to be held on |
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| August 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 17, 2021 LGL SYSTEMS ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39125 83-4599446 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39125 LGL SYSTEMS A |
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| August 12, 2021 |
Filed by LGL Systems Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: LGL Systems Acquisition Corp. Commission File No. 333-256129 IronNet Expands Collective Defense in Singapore to Defend Against Cyberattacks Adoption rate quadrupled in Singapore as industries join forces to s |
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| August 10, 2021 |
425 Filed by LGL Systems Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: LGL Systems Acquisition Corp. Commission File No. 333-256129 Significant Interest from Federal Community and Large Tech Companies IronNet Updates Certain Internally Prepared Forecasts Included in Proxy St |
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| August 10, 2021 |
Filed by LGL Systems Acquisition Corp. Filed by LGL Systems Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: LGL Systems Acquisition Corp. Commission File No. 333-256129 August 2021 A special meeting of LGL Systems Acquisition Corp will be held at 12:00 p.m. Eastern Time, on August 10, 2021, in NYC: THE INVISIBLE WA |
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| August 9, 2021 |
Filed by LGL Systems Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: LGL Systems Acquisition Corp. Commission File No. 333-256129 LGL Systems Acquisition Corp. Announces Registration Statement Effectiveness and Scheduled Special Meeting to Approve Business Combination on Augu |
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| August 6, 2021 |
EX-99.1 4 d472786dex991.htm EX-99.1 Exhibit 99.1 LGL SYSTEMS ACQUISITION CORP. 165 W. Liberty Street, Suite 220 Reno, NV 89501 Tel. (705) 393-9113 SPECIAL MEETING OF STOCKHOLDERS YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING TO BE HELD ON AUGUST 26, 2021 The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges r |
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| August 6, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-256129 LGL SYSTEMS ACQUISITION CORP. 165 W. Liberty Street, Suite 220 Reno, NV 89501 NOTICE OF SPECIAL MEETING TO BE HELD ON AUGUST 26, 2021 TO THE STOCKHOLDERS OF LGL SYSTEMS ACQUISITION CORP.: NOTICE IS HEREBY GIVEN that a special meeting of LGL Systems Acquisition Corp. (?LGL?), a Delaware corporation, will be held at 10:00 |
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| August 6, 2021 |
Amendment No. 1 to Agreement and Plan of Reorganization and Merger, dated August 6, 2021. Table of Contents As filed with the Securities and Exchange Commission on August 6, 2021 Registration No. |
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| August 5, 2021 |
LGL Systems Acquisition Corp. 165 W. Liberty Street, Suite 220 Reno, NV 89501 LGL Systems Acquisition Corp. 165 W. Liberty Street, Suite 220 Reno, NV 89501 August 5, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Matthew Derby Re: LGL Systems Acquisition Corp. Registration Statement on Form S-4 File No. 333-256129 Dear Mr. Derby: Pursuant to Rule 461 under the Securities Act of 1933, as |
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| August 5, 2021 |
Filed by LGL Systems Acquisition Corp. 425 1 d181777d425.htm 425 Filed by LGL Systems Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: LGL Systems Acquisition Corp. Commission File No. 333-256129 THE INVISIBLE WAR—CYBER INVESTING TODAY Join us for lunch in Manhattan with the longest serving Head of the NSA and Foun |
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| July 27, 2021 |
425 1 d181777d425.htm 425 Filed by LGL Systems Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: LGL Systems Acquisition Corp. Commission File No. 333-256129 IronNet Launches First Collective Cyber Defense Community for the Commercial Space Industry Intuitive Machines joins Iro |
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| July 26, 2021 |
425 Filed by LGL Systems Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: LGL Systems Acquisition Corp. Commission File No. 333-256129 IronNet named a “Vendor Who Shaped the Year” for second time by IDC IronNet highlighted for its AI-based behavioral threat detection and Colle |
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| July 23, 2021 |
Filed by LGL Systems Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: LGL Systems Acquisition Corp. Commission File No. 333-256129 Sidoti & Company, LLC Member FINRA & SIPC NR Price Target: $15 Price: $10.04 Risk Rating: M Note: We calculate full year F2022 based on the assume |
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| July 23, 2021 |
Employment Agreement of Sean Foster, entered into as of February 7, 2019 Exhibit 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of this 7th day of February, 2019, by and between IronNet Cybersecurity, Inc., (the ?Company?), and Sean Foster (?Executive?). The Company will employ Executive and Executive accepts such employment upon the terms and conditions set forth in this Agreement. 1. Term. Executive?s employment un |
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| July 23, 2021 |
Exhibit 99.3 June 16, 2021 LGL Systems Acquisition Corp. 165 W. Liberty Street, Suite 220 Reno, NV 89501 Consent to be Named as a Director Nominee In connection with the filing by LGL Systems Acquisition Corp. (?LGL?) of the Registration Statement on Form S-4 and all subsequent amendments and post-effective amendments or supplements thereto (collectively, the ?Registration Statement?) with the Sec |
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| July 23, 2021 |
Consent of Vadm. Jan E. Tighe (Ret.) Exhibit 99.9 June 16, 2021 LGL Systems Acquisition Corp. 165 W. Liberty Street, Suite 220 Reno, NV 89501 Consent to be Named as a Director Nominee In connection with the filing by LGL Systems Acquisition Corp. (?LGL?) of the Registration Statement on Form S-4 and all subsequent amendments and post-effective amendments or supplements thereto (collectively, the ?Registration Statement?) with the Sec |
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| July 23, 2021 |
Consent of Vadm. John M. McConnell (Ret.) Exhibit 99.5 June 18, 2021 LGL Systems Acquisition Corp. 165 W. Liberty Street, Suite 220 Reno, NV 89501 Consent to be Named as a Director Nominee In connection with the filing by LGL Systems Acquisition Corp. (?LGL?) of the Registration Statement on Form S-4 and all subsequent amendments and post-effective amendments or supplements thereto (collectively, the ?Registration Statement?) with the Sec |
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| July 23, 2021 |
Exhibit 99.6 June 18, 2021 LGL Systems Acquisition Corp. 165 W. Liberty Street, Suite 220 Reno, NV 89501 Consent to be Named as a Director Nominee In connection with the filing by LGL Systems Acquisition Corp. (?LGL?) of the Registration Statement on Form S-4 and all subsequent amendments and post-effective amendments or supplements thereto (collectively, the ?Registration Statement?) with the Sec |
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| July 23, 2021 |
Consent of Gen. John M. Keane (Ret.) Exhibit 99.4 June 16, 2021 LGL Systems Acquisition Corp. 165 W. Liberty Street, Suite 220 Reno, NV 89501 Consent to be Named as a Director Nominee In connection with the filing by LGL Systems Acquisition Corp. (?LGL?) of the Registration Statement on Form S-4 and all subsequent amendments and post-effective amendments or supplements thereto (collectively, the ?Registration Statement?) with the Sec |
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| July 23, 2021 |
Employment Agreement of General Keith Alexander, entered into as of May 8, 2019 Exhibit 10.13 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of May 8, 2019, by and between IronNet Cybersecurity, Inc., a Delaware corporation (the ?Company?), and General Keith Alexander (?Executive?). The Company will continue to employ Executive and Executive accepts such continued employment upon the terms and conditions set forth in this Agreeme |
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| July 23, 2021 |
Form of Indemnification Agreement Exhibit 10.12 IRONNET, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this ?Agreement?) is dated as of , 20 and is between IronNet, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporations or in certain other cap |
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| July 23, 2021 |
Exhibit 99.10 June 16, 2021 LGL Systems Acquisition Corp. 165 W. Liberty Street, Suite 220 Reno, NV 89501 Consent to be Named as a Director Nominee In connection with the filing by LGL Systems Acquisition Corp. (?LGL?) of the Registration Statement on Form S-4 and all subsequent amendments and post-effective amendments or supplements thereto (collectively, the ?Registration Statement?) with the Se |
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| July 23, 2021 |
IronNet Cybersecurity, Inc. 2014 Equity Incentive Plan, as amended to date Exhibit 10.9 2014 STOCK INCENTIVE PLAN OF IRONNET CYBERSECURITY, INC. (as amended through June 7, 2019) 1. Purpose The purpose of this 2014 Stock Incentive Plan (the ?Plan?) of IronNet Cybersecurity, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to m |
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| July 23, 2021 |
Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among IronNet Cybersecurity, Inc. (formerly known as LGL Systems Acquisition Corp.), a Delaware corporation (the ?Company?), LGL Systems Acquisition Holding Company, LLC, a Delaware limited liability company |
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| July 23, 2021 |
July 23, 2021 VIA EDGAR AND BY COURIER Office of Technology Division of Corporation Finance U. |
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| July 23, 2021 |
Exhibit 10.1 November 6, 2019 LGL Systems Acquisition Corp. 165 W. Liberty St., Suite 220 Reno, NV 89501 Jefferies LLC 520 Madison Avenue, 2nd Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between LGL Sys |
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| July 23, 2021 |
Consent of Gen. Keith B. Alexander (Ret.) Exhibit 99.2 June 16, 2021 LGL Systems Acquisition Corp. 165 W. Liberty Street, Suite 220 Reno, NV 89501 Consent to be Named as a Director Nominee In connection with the filing by LGL Systems Acquisition Corp. (?LGL?) of the Registration Statement on Form S-4 and all subsequent amendments and post-effective amendments or supplements thereto (collectively, the ?Registration Statement?) with the Sec |
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| July 23, 2021 |
As filed with the Securities and Exchange Commission on July 23, 2021 Table of Contents As filed with the Securities and Exchange Commission on July 23, 2021 Registration No. |
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| July 23, 2021 |
Filed by LGL Systems Acquisition Corp. 425 1 d472786d425.htm 425 Filed by LGL Systems Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: LGL Systems Acquisition Corp. Commission File No. 333-256129 On July 20, 2021, General (Ret.) Keith Alexander, Co-CEO of IronNet CyberSecurity, Inc. (“IronNet”) was interviewed by B |
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| July 23, 2021 |
Employment Agreement of William Welch, entered into as of February 7, 2019 Exhibit 10.14 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of this 7th day of February 2019, by and between IronNet Cybersecurity, Inc., a Delaware corporation (the ?Company?), and William Welch (?Executive?). The Company will employ Executive and Executive accepts such employment upon the terms and conditions set forth in this Agreement. 1. Term. E |
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| July 23, 2021 |
Exhibit 99.1 P R O X Y C A R D LGL SYSTEMS ACQUISITION CORP. 165 W. Liberty Street, Suite 220 Reno, NV 89501 Tel. (705) 393-9113 SPECIAL MEETING YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING TO BE HELD ON , 2021 The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement/Pr |
