UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On September 14, 2021, IronNet, Inc., a Delaware corporation (the “Company”) issued a press release announcing its financial results for its second quarter and six months ended July 31, 2021. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any incorporation by reference language in such a filing, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
The Company announced that a total of 1,078,125 shares (the “Earnout Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”) will be issued to eligible former equityholders of IronNet Cybersecurity, Inc., in accordance with the earnout provision of the Agreement and Plan of Reorganization and Merger among the Company (previously named LGL Systems Acquisition Corp.), IronNet Cybersecurity, Inc. and LGL Systems Merger Sub Inc., dated March 15, 2021 and as amended August 6, 2021 (the “Business Combination Agreement”), as the Triggering Event (as defined in the Business Combination Agreement) has been met. The Triggering Event was met by virtue of the volume-weighted average closing sale price of Common Stock having been greater than or equal to $13.00 for ten (10) consecutive trading days during the two-year period following the closing of the business combination. The former holders of IronNet Cybersecurity, Inc. common stock and the eligible holders of IronNet Cybersecurity, Inc. options, warrants, restricted stock unit awards and restricted stock awards (as applicable, only to the extent time vested as of the closing of the business combination) as of the closing of the business combination will receive their pro rata portion of the Earnout Shares.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1* | Press release issued by IronNet, Inc. on September 14, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith. |
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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.
| Dated: September 14, 2021 | IronNet, Inc. | |||||
| By: | /s/ James C. Gerber | |||||
| Name: James C. Gerber | ||||||
| Title: Chief Financial Officer | ||||||
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