UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2023, IronNet, Inc. (the “Company”) issued a secured convertible promissory note in the principal amount of $475,000 (the “Note”) to GEN Keith B. Alexander (Ret.), the founder, Chief Executive Officer and Chairman of the Board of Directors (the “Board”) of the Company. The Note has the same terms with respect to interest rate, maturity and conversion as the secured promissory notes previously issued to (i) GEN Alexander and certain other members of the Board or entities affiliated with members of the Board (such notes, collectively the “Prior Notes”) and (ii) an entity affiliated with C5 Capital Limited (“C5”), and is otherwise on the same form of note that was attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 17, 2023. Consistent with the terms of the Amended and Restated Security Agreement previously entered into with C5 and the holders of the Prior Notes, the form of which was attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on January 4, 2023, the Company’s obligations under the Note are secured by substantially all of the assets of the Company, excluding the Company’s intellectual property.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The Note and the shares of Common Stock issuable upon conversion of the Note will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IRONNET, INC.
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By: |
/s/ Cameron D. Pforr |
Date: May 25, 2023 |
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Cameron D. Pforr |