Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2023, IronNet, Inc. (the "Company") issued a secured convertible
promissory note in the principal amount of $595,000 (the "Fifth C5 Note") to an
entity affiliated with C5 Capital Limited ("C5"), a beneficial owner of more
than 5% of the Company's outstanding common stock. The Fifth C5 Note has the
same terms with respect to interest rate, maturity and conversion as the secured
promissory notes previously issued to 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, 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 Fifth C5 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 Fifth C5 Note and the shares of Common Stock
issuable upon conversion of the Fifth C5 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.
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