IRNT IronNet Inc

On December 30, 2022, IronNet, Inc. (the “Company”) issued a secured promissory note in the principal amount of $2.0 million (the “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 C5 Note has terms that are substantially similar to those secured promissory notes previously issued by the Company as disclosed in a Current Report on Form 8-K filed on December 20, 2022 (the “Prior Notes”). The C5 Note bears interest at a rate of 13.8% per annum, is payable at scheduled maturity on June 30, 2023, and is secured by substantially all of the assets of the Company, excluding the Company’s intellectual property.

The Company, C5 and the holders of the Prior Notes intend to, within five business days of the issuance of the C5 Note, amend and restate the Prior Notes and the C5 Note to be substantially in the form attached to this report as Exhibit 99.1 (the “Restated Notes”) and all security agreements to be substantially in the form attached to this report as Exhibit 99.2 (the “Restated Security Agreements”).

The Company will be permitted to prepay the Restated Notes at any time without premium or penalty. Each Restated Note will rank pari passu in right of payment with each of the other Restated Notes and any other note that may be issued by the Company on a substantially similar basis to C5 or its affiliates, and will rank senior in right of payment to all of the Company’s other existing and future unsecured indebtedness to the extent of the value of the assets securing the Restated Notes.

The Restated Notes include customary Events of Default that include:

Upon the occurrence of an Event of Default under the Restated Notes, all unpaid principal, accrued interest and other amounts owed shall, at the option of each holder upon written notice to the Company, and in certain cases automatically, be immediately due, payable and collectible.

The foregoing description of the Restated Notes and the Restated Security Agreements does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the form of Restated Note and form of Restated Security Agreement filed hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

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 negotiation of definitive agreements with C5 for the acquisition of the Company and the Company’s expectations with respect to the sufficiency of the Company’s cash resources and the ability to secure additional sources of liquidity, including the issuance of additional Restated Notes to C5, the Company’s ability to continue as a going concern and the potential need to pursue 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, risks and uncertainties set forth in the section entitled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2022 and 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, 2022, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. 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.