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~~November 1320, 2023

IronNet, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39125

83-4599446

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7900 Tysons One Place, Suite 400

McLean, VA 22102

(Address of principal executive offices, including zip code)

(443) 300-6761

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

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. ☐

AsItem ~~previously reported, on October 12, 2023, IronNet, Inc~~7.01 ~~(the~~Regulation ~~“Company”)~~FD and its subsidiary, IronNet Cybersecurity, Inc. (“IronNet Cybersecurity” and, 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”). The Debtors and their subsidiaries continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Chapter 11 Cases are currently jointly administered under the caption In re IronNet, Inc. et al., Case No. 23-11710 (Bankr. D. Del. 2023). Disclosure

~~Item~~Plan ~~1.01~~and ~~Entry~~Disclosure ~~Into~~Statement ~~Material Definitive Agreement~~

InAs ~~connection~~previously ~~with~~reported, ~~the~~on ~~commencement~~October 12, of2023, ~~the Chapter 11 Cases~~IronNet, Inc. (the “Company”) ~~filed~~and acertain ~~number~~ of ~~motions~~its ~~with~~affiliates ~~the~~(collectively, ~~Bankruptcy Court. Among these was a motion authorizing~~ the ~~Debtors to enter into a reinstatement agreement with Amazon Web Services, Inc. (~~“~~AWS~~Debtors”) infiled ~~order~~voluntary topetitions ~~reinstate~~for ~~and~~reorganization ~~reactive~~under ~~the~~Chapter ~~cloud~~11 ~~computing~~of ~~services~~the ~~provided~~United byStates ~~AWS~~Bankruptcy Code (the “~~Reinstatement~~Bankruptcy ~~Agreement~~Code”). Onin ~~October 13,~~the ~~2023,~~United ~~the~~States Bankruptcy Court ~~entered~~for anthe ~~interim~~District ~~order~~of ~~approving~~Delaware ~~the~~(such ~~motion~~court, ~~authorizing~~ the ~~Debtors~~“Bankruptcy toCourt” ~~enter~~and ~~into~~such ~~the Reinstatement Agreement~~cases, ~~and~~ the ~~Reinstatement~~“Chapter ~~Agreement~~11 ~~was~~Cases”). ~~executed~~The ~~and~~Debtors ~~delivered by IronNet Cybersecurity~~ and ~~AWS.~~their ~~Pursuant~~subsidiaries continue to ~~the~~operate ~~Reinstatement~~their ~~Agreement,~~businesses ~~IronNet~~as ~~Cybsercurity~~“debtors-in-possession” ~~agreed~~under tothe ~~assume~~jurisdiction ~~pursuant to Section 365~~ of the Bankruptcy ~~Code,~~Court and ~~agreed~~in toaccordance bewith ~~bound~~the ~~by,~~applicable ~~all~~provisions of the ~~terms~~Bankruptcy Code and ~~conditions~~orders of the ~~Reinstatement~~Bankruptcy ~~Agreement~~Court. ~~and~~The ~~the~~Chapter ~~customer~~11 ~~agreement~~Cases ~~between~~are ~~IronNet~~currently ~~Cybersecurity~~jointly ~~and~~administered ~~AWS~~under ~~dated~~the ~~March 30,~~caption ~~2021~~In ~~(the~~re ~~“Customer~~IronNet, ~~Agreement”)~~Inc. ~~Upon~~et ~~payment~~al., toCase ~~AWS~~No. 23-11710 of(Bankr. ~~invoice~~D. ~~arrearages~~Del. ~~and the September~~ 2023). ~~invoice~~Court onfilings ~~October 13, 2023, AWS reinstated IronNet Cybersecurity’s account~~ and ~~the~~further ~~AWS~~information ~~services~~about ~~pursuant to~~ the ~~Customer~~Chapter ~~Agreement.~~11 ~~Further,~~Cases ~~pursuant~~can ~~to the Reinstatement Agreement, IronNet Cybersecurity will~~ be ~~required~~found ~~to make weekly advance payments to AWS of fees and charges in an amount equal to~~ at ~~least~~a ~~one~~website ~~fourth~~maintained ofby the ~~previous month~~Company’s ~~fees~~claims ~~and~~agent, ~~charges~~Stretto, ~~subject to certain minimum amounts specified in the Reinstatement Agreement~~Inc. ~~Pursuant to the Reinstatement Agreement~~, ~~AWS~~at ~~may~~https://cases.stretto.com/ironnet. ~~suspend~~The ~~the~~information ~~AWS~~on ~~services~~this ~~under~~web ~~the~~site ~~Customer~~is ~~Agreement~~not ifincorporated ~~IronNet~~by ~~Cybersecurity~~reference ~~fails~~into, toand ~~make the advance payments as required or if it~~ does not ~~pay~~constitute ~~any~~part ~~invoice in full within two business days~~ of, ~~invoice~~this ~~issuance~~Form 8-K.

~~Item~~On 8November 20, 2023, the Debtors filed a proposed Joint Chapter 11 Plan of Reorganization of IronNet, Inc.01 and its Debtor Affiliates (the “Proposed Plan”) and a related proposed form of Disclosure Statement (the “Proposed Disclosure Statement”) with the Bankruptcy Court. ~~Other~~The ~~Events~~Proposed Plan and the related Proposed Disclosure Statement describe, among other things, the Proposed Plan; the restructuring of the Debtors (the “Restructuring”); the events leading to the Chapter 11 Cases; certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Proposed Plan from certain of the Debtors’ creditors; and certain other aspects of the Restructuring.

OnAlthough ~~October 13,~~the ~~2023~~Debtors intend to pursue the Restructuring in accordance with the terms set forth in the Proposed Plan, there can be no assurance that the ~~Bankruptcy~~Proposed ~~Court~~Plan will be approved aby ~~variety~~the ofBankruptcy ~~“first~~Court ~~day”~~or ~~motions~~that ~~seeking~~the ~~customary~~Debtors ~~relief~~will ~~intended~~be tosuccessful ~~enable~~in consummating the ~~Debtors~~Restructuring toor ~~continue~~any ~~ordinary~~other ~~course~~similar ~~operations~~transaction ~~during~~on the terms set forth in the Proposed Plan, on different terms or at all. Bankruptcy law does not permit solicitation of acceptances of a proposed Chapter 11 ~~Cases,~~plan ~~including~~of reorganization until the ~~motion~~Bankruptcy Court approves a disclosure statement relating to the ~~Reinstatement~~Proposed ~~Agreement~~Plan. asAccordingly, ~~described~~neither inthe ~~Item~~Debtors’ ~~1.01~~filing ~~above~~of the Proposed Plan and Proposed Disclosure Statement, nor this Current Report on Form 8-K, is a ~~motion~~solicitation of votes to ~~establish~~accept ~~certain~~or ~~procedures~~reject the Proposed Plan. Any such solicitation will be made pursuant to ~~protect~~and ~~any~~in ~~potential~~accordance ~~value~~with applicable law, including orders of the ~~Debtor’s~~Bankruptcy ~~net~~Court. ~~operating~~The ~~loss~~Proposed ~~carryforwards~~Disclosure ~~and~~Statement ~~other~~is ~~tax~~being ~~attributes~~submitted (to the ~~“Tax~~Bankruptcy ~~Attributes”~~Court ~~and~~for approval but has not been approved by the ~~“NOL~~Bankruptcy ~~Motion”)~~Court to date.

OnInformation ~~October 13,~~contained ~~2023,~~in the ~~Bankruptcy~~Proposed ~~Court~~Plan ~~entered~~and ~~an order approving~~ the ~~NOL~~Proposed ~~Motion~~Disclosure onStatement anis ~~interim~~subject ~~basis (the “Interim Order”). The Interim Order establishes certain procedures (the “Procedures”) with respect~~ to ~~trading~~change, ~~and~~whether ~~transfers of Beneficial Ownership (~~as ~~defined~~a inresult ~~the Interim Order)~~ of ~~the~~amendments ~~Company’s~~or ~~Common~~supplements ~~Stock (as defined in the Interim Order) in order~~ to ~~protect any potential value of~~ the ~~Company’s~~Proposed ~~Tax~~Plan ~~Attributes~~or ~~for~~Proposed ~~use~~Disclosure inStatement, ~~connection~~third-party ~~with the Chapter 11 Cases. As approved on an interim basis~~actions, ~~the~~or ~~Procedures restrict transactions involving~~otherwise, and ~~require~~should ~~notices~~not ofbe ~~the~~relied ~~holdings~~upon ~~of and proposed transactions~~ by, any ~~person~~party. orSuch ~~group~~amendments ofand ~~persons~~supplements ~~that~~will isalso ~~or,~~be asavailable afor ~~result~~review ofand ~~such~~free ~~a transaction, would become, a Substantial Shareholder~~ of ~~the~~charge ~~Common~~online ~~Stock issued by the Company. For purposes of the Procedures, a “Substantial Shareholder” is any person or entity that has Beneficial Ownership of~~ at ~~least 5,467,805~~https://cases.~~26 shares of Common Stock (representing approximately 4~~stretto.5%com/ironnet. ofSuch ~~all~~amendments ~~issued~~ and ~~outstanding~~supplements ~~shares~~may ofbe ~~Common~~filed ~~Stock as of October 12, 2023). Pursuant to the Procedures, any person or entity that, at any time on or after October 12, 2023, is or becomes a Substantial Shareholder must file~~ with the Bankruptcy Court ~~and~~without ~~serve notice upon~~ the ~~Declaration~~filing ~~Notice Parties (as defined in the Interim Order), a declaration~~ of ~~their~~an ~~status~~accompanying asCurrent aReport ~~Substantial Shareholder~~ on orForm 8-K. ~~before~~The ~~the~~documents ~~date~~and ~~that~~other isinformation ~~the~~available ~~later~~via ofwebsite ~~(i)~~or 20elsewhere ~~business~~are ~~days~~not ~~after~~part ~~the date~~ of ~~the~~this ~~Notice~~Current ofReport ~~Interim~~on ~~Order (as defined in the Interim Order)~~ Form 8-K and ~~(ii)~~shall 10not ~~calendar~~be ~~days~~deemed ~~after~~incorporated ~~such person or entity becomes a Substantial Shareholder~~herein.

AsCopies ~~set~~of ~~out in~~ the ~~Procedures,~~Proposed atPlan ~~least~~and 20the ~~business~~Proposed ~~days~~Disclosure ~~prior~~Statement toare ~~entering~~attached ~~into~~as ~~any~~Exhibit ~~transfer~~99.1 ofand ~~Beneficial~~99.2, ~~Ownership~~respectively, ofto ~~Common~~this ~~Stock~~Current ~~that~~Report ~~would~~on ~~result in (i)~~Form an8-K. ~~increase~~The orforegoing ~~decrease~~description inof the ~~amount~~Proposed ofPlan ~~Common~~and ~~Stock~~Proposed ofDisclosure ~~which~~Statement is a ~~Substantial~~summary ~~Shareholder~~only ~~has~~and ~~Beneficial~~is ~~Ownership~~qualified orin ~~(ii) any~~its ~~entity~~entirety orby ~~person~~reference ~~becoming or ceasing~~ to ~~be a Substantial Shareholder,~~ the ~~parties~~full totext ~~such~~of ~~transfer must file with~~ the ~~Bankruptcy~~Proposed ~~Court~~Plan and ~~serve on~~ the ~~Declaration~~Proposed ~~Notice~~Disclosure ~~Parties an advance written declaration of the intended transfer~~Statement.

The ~~Procedures~~information ~~further~~furnished ~~provide,~~pursuant ~~among~~to ~~other~~this ~~things~~Item 7.01, ~~that~~including ~~any~~Exhibits ~~person~~99.1 ~~or entity that is or becomes a 50% Shareholder (as defined below) must file with the Bankruptcy Court~~ and ~~serve~~99.2, ~~upon~~shall ~~the~~not ~~Declaration~~be ~~Notice~~deemed ~~Parties,~~“filed” afor ~~declaration~~purposes of ~~such~~Section 18 ~~status on or before the later~~ of ~~(i) 30 calendar days after~~ the ~~date~~Securities ofExchange ~~the~~Act ~~Notice~~ of ~~Interim~~1934, ~~Order~~as ~~and~~amended (~~ii) 10 calendar days after becoming a 50% Shareholder. For purposes of~~ the ~~Procedures, a~~ “~~50%~~Exchange ~~Shareholder~~Act”) ~~is any person~~ or ~~entity~~otherwise ~~that~~subject ~~currently~~to ~~is or becomes a “50-percent shareholder” within~~ the ~~meaning~~liabilities ofunder ~~section~~that ~~382(g)(4)(D)~~Section, ~~of the Internal Revenue Code~~ and ~~applicable~~shall ~~Treasury~~not ~~Regulations.~~be ~~Prior~~deemed to ~~filing~~be ~~any~~incorporated ~~U.S.~~by ~~federal,~~reference ~~state~~into ~~or local tax return, or~~ any ~~amendment~~filing ~~to such a return, claiming any deduction for worthlessness~~ of the ~~Common~~Company ~~Stock~~under ~~for a tax year ending before~~ the ~~Company’s~~Securities ~~emergence~~Act ~~from~~of ~~Chapter 11 protection~~1933, ~~such~~as ~~50% Shareholder must file with the Bankruptcy Court and serve upon the Declaration Notice Parties~~amended, anor ~~advance written notice of~~ the ~~intended~~Exchange ~~claim of worthlessness~~Act.

~~The~~Cautionary ~~Company~~Statement ~~will~~Regarding ~~have~~Forward-Looking 15Statements business days after receipt of written declarations in connection with transfers of, and worthlessness with respect to, Beneficial Ownership of Common Stock to file objections with the Bankruptcy Court and serve such objections upon such person or entity party to such transfer of Beneficial Ownership of Common Stock or such 50% Shareholder, as applicable.

~~Any~~Certain ~~transfer~~statements ~~of, or declaration of worthlessness with respect to, the Common Stock or Beneficial Ownership of Common Stock~~ in ~~violation~~this ofCurrent ~~the~~Report ~~Procedures~~on ~~will~~Form be8-K ~~null and void ab initio and certain remedial actions~~ may be ~~required~~considered toforward-looking ~~restore the status quo ante. A direct or indirect holder of~~statements, orincluding ~~prospective~~statements ~~holder~~with ~~of,~~respect ~~Common~~to ~~Stock should consult~~ the ~~NOL~~Company’s ~~Motion,~~pursuit ~~the~~of ~~Interim~~bankruptcy ~~Order,~~protection. ~~and~~Forward-looking ~~the~~statements ~~Procedures set forth therein.~~

~~The~~ generally ~~Interim~~relate ~~Order~~to ~~setting~~future ~~forth~~events ~~the~~and ~~Procedures~~can isbe ~~furnished~~identified by terminology such as ~~Exhibit~~“may,” 99“should,” “could,” “might,” “plan,” “possible,” “strive,” “budget,” “expect,” “intend,” “will,” “estimate,” “believe,” “predict,” “potential,” “pursue,” “aim,” “goal,” “mission,” “anticipate” or “continue,” or the negatives of these terms or variations of them or similar terminology.1 Such forward-looking statements are subject to ~~this~~risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current ~~report~~expectations include, but are not limited to, the Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: risks and uncertainties relating to the Company’s Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with any third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s reorganization; the conditions to which the Company’s cash collateral is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control; the consequences of the acceleration of the Company’s debt obligations and the trading price and volatility of the Company’s common stock, and the risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 810-K for the fiscal year ended January 31, 2023, and isother ~~hereby~~documents ~~incorporated~~filed by ~~reference~~the ~~into~~Company ~~this~~from ~~Item~~time 8to time with the SEC.01 Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

ExhibitNumber		Description
99.1		~~Interim~~Debtors’ ~~Order~~Proposed Joint Chapter 11 Plan of Reorganization of IronNet, Inc. and its Debtor Affiliates, dated November 20, 2023
99.2		Debtors’ Proposed Disclosure Statement for Debtors’ Joint Chapter 11 Plan of Reorganization of IronNet, Inc. and its Debtor Affiliates, dated November 20, 2023
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

Cautionary Note Regarding the Company’s Securities

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases.

Additional Information Relating to Chapter 11 Cases

Court filings and further information about the Chapter 11 Cases can be found at a website maintained by the Company’s claims agent, Stretto, Inc., at https://cases.stretto.com/ironnet.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements, including statements with respect to the Company’s pursuit of bankruptcy protection. Forward-looking statements generally relate to future events and can be identified by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “strive,” “budget,” “expect,” “intend,” “will,” “estimate,” “believe,” “predict,” “potential,” “pursue,” “aim,” “goal,” “mission,” “anticipate” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: risks and uncertainties relating to the Company’s Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with any third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s reorganization; the conditions to which the Company’s cash collateral is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control; the consequences of the acceleration of the Company’s debt obligations and the trading price and volatility of the Company’s common stock, and the risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023, and other documents filed by the Company from time to time with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.

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.

IRONNET, INC.

/s/ Cameron D. Pforr

Date: October 16, 2023

Cameron D. Pforr

Date: November 20, 2023

Cameron D. Pforr

President & Chief Financial Officer

Filing Compare · IronNet, Inc.