IronNet, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-01-19: Form 8-K; Period of report 2024-01-18; Description 1.03 Bankruptcy or Receivership; 7.01 Regulation FD Disclosure; Details 1.03.
- 2023-11-21: Form 8-K; Period of report 2023-11-20; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2023-10-17: Form 8-K; Period of report 2023-10-13; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2023-10-12: Form 8-K; Period of report 2023-10-10; Description 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.03.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-01-19 | 8-K | 2024-01-18 | 1.03 Bankruptcy or Receivership; 7.01 Regulation FD Disclosure | 1.03 As previously disclosed, on October 12, 2023, IronNet, Inc. (the “Company”) and certain of its affiliates (collectively, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Bankruptcy Court” and such cases, the “Chapter 11 Cases”). 7.01 Any financial information, projections and estimates of capital structure included herein, including in the Monthly Operating Report, were not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission or otherwise. | d673448d8k.htm |
| 2023-11-21 | 8-K | 2023-11-20 | 7.01 Regulation FD Disclosure | 7.01 As previously reported, on October 12, 2023, IronNet, Inc. (the “Company”) and certain of its affiliates (collectively, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Bankruptcy Court” and such cases, the “Chapter 11 Cases”). | d590838d8k.htm |
| 2023-10-17 | 8-K | 2023-10-13 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 In connection with the commencement of the Chapter 11 Cases, the Company filed a number of motions with the Bankruptcy Court. 8.01 On October 13, 2023, the Bankruptcy Court approved a variety of “first day” motions seeking customary relief intended to enable the Debtors to continue ordinary course operations during the Chapter 11 Cases, including the motion relating to the Reinstatement Agreement as described in Item 1.01 above and a motion to establish certain procedures to protect any potential value of the Debtor’s net operating loss carryforwards and other tax attributes (the “Tax Attributes” and the “NOL Motion”). | d558279d8k.htm |
| 2023-10-12 | 8-K | 2023-10-10 | 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.03 On October 12, 2023 (the “Petition Date”), IronNet, Inc. (the “Company”) and its subsidiary, IronNet Cybersecurity, Inc. (collectively, the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Bankruptcy Court” and such cases, the “Cases”). 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 5.02 On October 10, 2023, Ivona Smith was elected as a director of the Board of the Company, effective upon the filing of the Chapter 11 Cases. | d549915d8k.htm |
| 2023-10-10 | 8-K | 2023-10-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d534095d8k.htm |
| 2023-09-29 | 8-K | 2023-09-29 | 8.01 Other Events | 8.01 On September 29, 2023, given the unavailability of additional sources of liquidity and after considering strategic alternatives, IronNet, Inc. (the “Company”) ceased all activities of the Company and its subsidiaries and terminated the remaining employees of the Company and its subsidiaries. | d331760d8k.htm |
| 2023-09-05 | 8-K | 2023-09-01 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 5.02 On September 1, 2023, Robert LaPenta Jr. notified the Company of his resignation from the Company’s Board of Directors (the “Board”), effective immediately. 8.01 The information set forth under “Introduction” and in Item 2.04 of this Current Report are incorporated by reference into this Item 8.01. | d437266d8k.htm |
| 2023-09-01 | 8-K | 2023-08-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. 5.02 On August 31, 2023, Mary Gallagher notified the Company of her resignation from the Company’s Board of Directors (the “Board”) and the Audit Committee of the Board (the “Audit Committee”), effective immediately. | d535020d8k.htm |
| 2023-08-30 | 8-K | 2023-08-23 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. | d492198d8k.htm |
| 2023-07-25 | 8-K | 2023-07-20 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required. 3.01 On July 20, 2023, Hon. 5.02 The information regarding Mr. Rogers’ resignation contained in Item 3.01 is incorporated herein by reference. | irnt-20230720.htm |
| 2023-07-17 | 8-K | 2023-07-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On July 17, 2023, the board of directors of IronNet, Inc., a Delaware corporation (the “Company”) authorized the Company to voluntarily delist each class of its securities (including its warrants) from the New York Stock Exchange (the “Exchange”) pursuant to the Letter Agreement (the “Letter Agreement”) executed on June 16, 2023 and deemed effective on July 11, 2023, between the Company and C5 CC Ferrous, LLC, a Delaware limited liability company (as amended on July 11, 2023). | irnt-20230717.htm |
| 2023-07-12 | 8-K | 2023-07-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. 5.02 On July 11, 2023 (the “Separation Date”), General Keith Alexander informed the Board of his intention to resign as the Company’s Chief Executive Officer (“CEO”), effective immediately pursuant to the Letter Agreement. 8.01 The Company will use the proceeds of the Pre-Closing Note issued on July 11, 2023 to satisfy certain of its current liabilities. | irnt-20230711.htm |
| 2023-07-07 | 8-K | 2023-06-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03. | irnt-20230630.htm |
| 2023-06-28 | 8-K | 2023-06-28 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 As previously disclosed in a Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2023, IronNet, Inc. (the “Company”) was unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2023 (the “Q1 Form 10-Q”) by the prescribed due date. 8.01 On June 28, 2023, the Company issued a press release announcing that it had received the Notice. | irnt-20230628.htm |
| 2023-06-26 | 8-K | 2023-06-16 | 1.02 Termination of a Material Definitive Agreement | 1.02 On June 16, 2023, the IronNet, Inc. (the “Company”) received notice from Tumim Stone Capital LLC (“Tumim Stone”) of Tumim Stone’s election to terminate the Common Stock Purchase Agreement dated as of February 11, 2022 (the “Purchase Agreement”), between the Company and Tumim Stone, effective as of June 20, 2023. | irnt-20230616.htm |
| 2023-05-25 | 8-K | 2023-05-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. | irnt-20230519.htm |
| 2023-04-19 | 8-K | 2023-04-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. | d482721d8k.htm |
| 2023-03-02 | 8-K | 2023-02-27 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. 8.01 The Company and C5 previously entered into an agreement pursuant to which they agreed to a mutual exclusivity period to seek to negotiate definitive agreements with respect to a potential offer by C5 to acquire all of the outstanding common stock of the Company not presently owned by C5 and certain of its affiliates. | d466705d8k.htm |
| 2023-02-14 | 8-K | 2023-02-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. | d460110d8k.htm |
| 2023-01-30 | 8-K/A | 2023-01-24 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On January 24, 2023, IronNet, Inc. (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the continued listing standards set forth in Rule 802.01B of the NYSE Listed Company Manual because its average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported shareholders’ equity was less than $50 million. 7.01 On January 27, 2023, the Company issued a press release announcing that it had received the Notice. | d443685d8ka.htm |
| 2023-01-27 | 8-K | 2023-01-24 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On January 24, 2023, IronNet, Inc. (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the continued listing standards set forth in Rule 802.01B of the NYSE Listed Company Manual because its average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported shareholders’ equity was less than $50 million. 7.01 On January 27, 2023, the Company issued a press release announcing that it had received the Notice. | d457126d8k.htm |
| 2023-01-17 | 8-K | 2023-01-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. | d784546d8k.htm |
| 2023-01-04 | 8-K | 2022-12-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. 7.01 On January 4, 2023, the Company issued a press release announcing, among other things, the issuance of the C5 Note. 8.01 On December 28, 2022, the Company and C5 entered into an agreement pursuant to which they have agreed to a mutual exclusivity period through January 31, 2023 to seek to negotiate definitive agreements with respect to a potential offer by C5 to acquire all of the outstanding common stock of the Company not presently owned by C5 and certain of its affiliates (the “Proposed Transaction”). | d444968d8k.htm |
| 2022-12-28 | 8-K | 2022-12-21 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 As previously disclosed in a Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission (the “SEC”) on December 16, 2022, IronNet, Inc. (the “Company”) was unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2022 (the “Q3 Form 10-Q”) by the prescribed due date. 7.01 On December 28, 2022, the Company issued a press release announcing that it had received the Notice. | d436129d8k.htm |
| 2022-12-20 | 8-K | 2022-12-14 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. 8.01 Notwithstanding the receipt of proceeds from the issuance of the Notes and other cost reduction measures, the Company continues to actively pursue additional financing, and the Board of Directors has initiated a review of strategic alternatives for the Company, including retaining advisors to assist in the strategic review process. | d430593d8k.htm |
| 2022-11-18 | 8-K | 2022-11-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 16, 2022, IronNet, Inc. (the “Company”) and Donald Closser, the Company’s Chief Product Officer, mutually agreed to Mr. Closser’s separation from the Company, effective as of November 18, 2022 (the “Separation Date”). | d366107d8k.htm |
| 2022-11-14 | 8-K | 2022-11-14 | 8.01 Other Events | 8.01 On November 14, 2022, IronNet, Inc. (the “Company”) expects to file a registration statement on Form S-3 under the Securities Act of 1933, as amended, to register up to $25,750,000 of the Company’s common stock, par value $0.0001 per share (the “Registration Statement”). | d414594d8k.htm |
| 2022-10-31 | 8-K | 2022-10-25 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On October 25, 2022, IronNet, Inc. (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the average closing price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average closing price per share required to maintain continued listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”). 7.01 On October 31, 2022, the Company issued a press release announcing that it had received the Notice. | d414099d8k.htm |
| 2022-10-12 | 8-K | 2022-10-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 11, 2022, GEN Keith B. Alexander (Ret.), President and Chief Executive Officer of IronNet, Inc. (the “Company”) agreed to voluntarily reduce his annual base salary to $50,000, effective as of October 1, 2022. | d378176d8k.htm |
| 2022-10-04 | 8-K | 2022-09-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously reported in a Current Report on Form 8-K filed on September 15, 2022, William E. Welch, co-Chief Executive Officer of IronNet, Inc. (the “Company”) agreed with the Company’s board of directors (the “Board”) that he would resign from that position and as a member of the Board. | d235239d8k.htm |
| 2022-09-15 | 8-K | 2022-09-09 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.05 Costs Associated with Exit or Disposal Activities; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.02 On September 14, 2022, the Company issued a press release announcing its financial results for its second fiscal quarter ended July 31, 2022. 2.03 The information contained above in Item 1.01 with respect to the issuance of the Convertible Notes is hereby incorporated by reference into this Item 2.03. 2.05 Due to market conditions, on September 14, 2022, the Company committed to and communicated a workforce reduction plan. 3.02 The information contained above in Item 1.01 with respect to the issuance of the Convertible Notes and the potential issuance of shares of Common Stock upon conversion thereof is hereby incorporated by reference into this Item 3.02. 5.02 On September 9, 2022, James Gerber resigned from his position as Chief Financial Officer of IronNet, Inc., effective September 15, 2022, and will be departing the Company to join a private cybersecurity company. | d373014d8k.htm |
| 2022-07-15 | 8-K | 2022-07-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 14, 2022, IronNet, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). | d346181d8k.htm |
| 2022-06-24 | 8-K | 2022-06-22 | 2.05 Costs Associated with Exit or Disposal Activities; 7.01 Regulation FD Disclosure | 2.05 Due to market conditions, on June 22, 2022, IronNet, Inc. (the “Company”) committed to and communicated a workforce reduction plan. 7.01 On June 14, 2022, the Company issued a press release and held a conference call announcing its financial results for its first fiscal quarter ended April 30, 2022. | d370306d8k.htm |
| 2022-06-14 | 8-K | 2022-06-14 | 2.02 Results of Operations and Financial Condition | 2.02 On June 14, 2022, IronNet, Inc. (the “Company”) issued a press release announcing its financial results for its first fiscal quarter ended April 30, 2022. | d353963d8k.htm |
| 2022-05-20 | 8-K | 2022-05-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 17, 2022, André Pienaar notified the nominating and corporate governance committee (the “NCG Committee”) of the board of directors (the “Board”) of IronNet, Inc. (the “Company”) of his intent not to stand for re-election at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”). | d366461d8k.htm |
| 2022-04-25 | 8-K | 2022-04-22 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On April 8, 2022, IronNet Inc. (the “Company” or “IronNet”) disclosed its preliminary determination that the Company’s unaudited consolidated financial statements and related disclosures as of October 31, 2021 and for the three and nine months then ended included in its quarterly report for the three months ended October 31, 2021 (“Form 10-Q”) contained an overstatement of stock-based compensation expense, resulting in an overstatement of the Company’s net loss. | d574482d8k.htm |
| 2022-04-08 | 8-K | 2022-04-06 | 2.02 Results of Operations and Financial Condition | 2.02 On April 6, 2022, IronNet, Inc. (the “Company”) issued a press release announcing its financial results for its fourth fiscal quarter and year ended January 31, 2022. | d342240d8k.htm |
| 2022-02-14 | 8-K | 2022-02-11 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. 7.01 On February 14, 2022, the Company issued a press release (the “Press Release”) announcing that the Company entered into the Purchase Agreement and Registration Rights Agreement with Tumim Stone. | d249284d8k.htm |
| 2021-12-15 | 8-K | 2021-12-10 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On December 15, 2021, IronNet, Inc. (the “Company”) issued a press release announcing its financial results for its third fiscal quarter ended October 31, 2021. 5.02 On December 10, 2021, the Company and Sean Foster, the Company’s Chief Revenue Officer, mutually agreed that his employment with the Company would end on December 31, 2021. | d249328d8k.htm |
| 2021-09-14 | 8-K/A | 2021-08-26 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 The disclosure set forth in the section titled “Introductory Note” above is incorporated by reference into this Item 2.01 of this Amendment No. 1. | d190342d8ka.htm |
| 2021-09-14 | 8-K | 2021-09-14 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 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. 8.01 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. | d193819d8k.htm |
| 2021-09-01 | 8-K | 2021-08-26 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 2.01 (f) of this Current Report on Form 8-K states that if the predecessor registrant was a shell company, as LGL was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. 3.02 The PIPE Shares issued in connection with the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D thereunder. 4.01 Marcum LLP (“Marcum”), LGL’s independent registered public accounting firm prior to the Business Combination, was informed on August 27, 2021 that it was dimissed as the Company’s independent registered public accounting firm. 5.01 The information set forth in the section titled “Introductory Note” and in the section titled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The information set forth in the sections titled “Directors and Executive Officers” and “Certain Relationships and Related Transactions” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.03 At the Special Meeting, the LGL stockholders considered and approved, among other things, Proposal No. 2-The LGL Charter Proposals (the “Charter Proposals”), which are described in greater detail in the Proxy Statement/Prospectus beginning on page 140 of the Proxy Statement/Prospectus. 5.06 As a result of the Business Combination, the Company ceased being a shell company. | d216367d8k.htm |
| 2021-08-27 | 8-K | 2021-08-26 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On August 26, 2021, LGL Systems Acquisition Corp. (the “Company”) convened a special meeting of stockholders (the “Special Meeting”) held in connection with the Company’s previously announced business combination with IronNet Cybersecurity, Inc. (“IronNet”) and LGL Systems Merger Sub Inc. (“Merger Sub”) pursuant to the Agreement and Plan of Reorganization and Merger, dated as of March 15, 2021, and as amended by the Amendment No. 1 to Agreement and Plan of Reorganization and Merger, dated as of August 6, 2021 (the “Merger Agreement”) and the transactions contemplated thereby. 7.01 On August 26, 2021, the Company issued a press release announcing voting results relating to the Special Meeting and the closing of the business combination. | d215843d8k.htm |
| 2021-08-17 | 8-K | 2021-08-17 | 8.01 Other Events | 8.01 LGL SYSTEMS ACQUISITION CORP. | d113336d8k.htm |
| 2021-06-17 | 8-K | 2021-06-16 | 8.01 Other Events | 8.01 The report attached hereto as Exhibit 99.1 (the “Report”) was commissioned and utilized by management of LGL Systems Acquisition Corp. (“LGL”) in connection with its evaluation of its proposed merger with IronNet Cybersecurity, Inc. (“IronNet”). | d160290d8k.htm |
| 2021-06-04 | 8-K | 2021-06-04 | 8.01 Other Events | 8.01 The report attached hereto as Exhibit 99.1 (the “Report”) was commissioned and utilized by management of LGL Systems Acquisition Corp. (“LGL”) in connection with its evaluation of its proposed merger with IronNet Cybersecurity, Inc. (“IronNet”). | d189630d8k.htm |
| 2021-05-11 | 8-K | 2021-05-10 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 As reported herein, the Audit Committee of Board of Directors (“Audit Committee”) of LGL Systems Acquisition Corp. (the “Company”) has considered the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” issued on April 12, 2021 (the “SEC Statement”) by the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (“SEC”) regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies. | ea140612-8k_lglsystems.htm |
| 2021-04-16 | 8-K | 2021-04-16 | 8.01 Other Events | 8.01 LGL Systems Acquisition Corp., a Delaware corporation (“LGL”) is aware of the U.S. Securities and Exchange Commission’s Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies that was released on April 12, 2021 (the “Staff Statement”). | ea139621-8k_lglsystems.htm |
| 2021-03-15 | 8-K | 2021-03-14 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained in Item 1.01 of this Current Report on Form 8-K (this “Report”) with respect to the Subscription Agreements dated March 15, 2021 is incorporated by reference herein and made a part hereof. 5.02 Today, LGL announced that, on March 14, 2021, the Board of Directors of LGL determined to elevate Robert “Rob” LaPenta, Jr. to the position of Co-Chief Executive Officer and Chief Financial Officer from his prior position of Executive Vice President and Chief Financial Officer, which is the position he had served in since September 2019. 7.01 The information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such filing. | ea137631-8k_lglsystems.htm |
| 2020-03-24 | 8-K | 2020-03-24 | 8.01 Other Events | 8.01 On March 24, 2020, LGL Systems Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of units (the “Units”) may now elect to separately trade the shares of Class A Common Stock and Warrants comprising the Units. | ea119958-8k_lglsystems.htm |
| 2020-03-02 | 8-K | 2020-02-28 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure; 8.01 Other Events | 3.01 (d) On February 28, 2020, LGL Systems Acquisition Corp. (the “Company”) provided written notice to the Nasdaq Capital Market (“Nasdaq”) that the Company intends to voluntarily delist the Company’s class A common stock, par value $0.0001 per share, redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share, and units, each consisting of one share of Class A common stock and one-half of one redeemable warrant, from Nasdaq effective as of the close of trading on March 12, 2020. 7.01 On March 2, 2020, the Company issued a press release announcing the transition of the listing of its securities to the NYSE. 8.01 As previously reported on a Current Report on Form 8-K dated December 26, 2019, the Company received a delisting letter from The Nasdaq Stock Market LLC (“Nasdaq”) on December 20, 2019. | ea119156-8k_lglsystems.htm |
| 2019-12-26 | 8-K | 2019-12-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On December 20, 2019, LGL Systems Acquisition Corp. (the “Company”) received a notice from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the Staff’s determination, the common stock contained in the units sold in the Company’s initial public offering was not in compliance with the minimum 300 round lot holder requirement as set forth in the initial listing requirements of Nasdaq Listing Rule 5505(a)(3), or the minimum 300 public holder continued listing requirement, as set forth in the continued listing requirements of Rule 5550(a)(3). | f8k122319b_lglsystemsacqu.htm |
| 2019-11-18 | 8-K | 2019-11-12 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02. 8.01 On November 12, 2019 the Company consummated the initial public offering (“IPO”) of 17,250,000 of its units (“Units”), including 2,250,000 Units subject to the underwriters’ over-allotment option. | f8k111219_lglsystemsacq.htm |
| 2019-11-12 | 8-K | 2019-11-06 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 5.03 The information set forth in Item 1.01 is hereby incorporated by reference. | f8k110719_lglsystems.htm |