8-K
filed July 12, 2023, 7:59 PM ET
CIK 0001777946
M&A
confidence high
sentiment negative
materiality 0.90
IronNet, Inc.: debt financing — IronNet enters take-private deal with C5 affiliate; CEO replaced; warns cash may run out by end-July
IronNet, Inc.
- C5 CC Ferrous to provide up to $15.48M pre-closing funding; first tranche of $1.75M received.
- CEO Keith Alexander resigns, remains Chairman; Linda Zecher appointed CEO and director; Cameron Pforr named President.
- Company expects existing cash will not meet operating needs beyond July 2023; may need to file for bankruptcy.
- Post-closing, JV to provide up to $51M additional financing; company to pursue stock split and delisting from NYSE.
- Pre-closing notes are senior secured convertibles at 12% interest; conversion rate at 70% of trading price.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
IronNet, Inc. incurred convertible notes of $1,750,000 with C5 CC Ferrous, LLC at 12% per annum maturing 12 months after the issuance date.
- Instrument
- convertible notes
- Principal
- $1,750,000
- Counterparty
- C5 CC Ferrous, LLC
- Rate
- 12% per annum
- Maturity
- 12 months after the issuance date
- Event
- incurrence
Exact text from the filing
the JV completed the first Funding Tranche, and the Company issued a Pre-Closing Note in the original principal amount of $1,750,000 to the JV. Each Pre-Closing Note will bear interest at a rate of 12% per annum from the date of issuance, and have a maturity date 12 months after the issuance date of the applicable Pre-Closing Note.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Linda Zecher Higgins was appointed as Director at IronNet, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board, upon recommendation of the Nominating and Governance Committee of the Board, appointed Ms. Zecher as a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Keith Alexander resigned as Chief Executive Officer at IronNet, Inc..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Linda Zecher Higgins was appointed as Chief Executive Officer at IronNet, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
the Company appointed Linda Zecher Higgins as the Company’s CEO, effective as of the Separation Date.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cameron Pforr was appointed as President at IronNet, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
the Company appointed Cameron Pforr, Chief Financial Officer, as the president of the Company.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
IronNet, Inc. entered into Letter Agreement with C5 CC Ferrous, LLC valued at Funding commitments of up to $15,480,000 in Pre-Closing Notes and additional $51,000,000 after take- (effective 2023-07-11).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- C5 CC Ferrous, LLC
- Value
- Funding commitments of up to $15,480,000 in Pre-Closing Notes and additional $51,000,000 after take-
- Effective
- 2023-07-11
Exact text from the filing
On July 11, 2023, the Letter Agreement (the “ Letter Agreement ”) executed on June 16, 2023 between IronNet, Inc., a Delaware corporation (the “ Company ”), and C5 CC Ferrous, LLC, a Delaware limited Liability company (the “ JV ”, and, together with the Company, the “ Parties ”), as amended on July 11, 2023 was deemed executed and delivered by the Parties in accordance with its terms.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
IronNet, Inc. entered into Pre-Closing Note (first Funding Tranche) with C5 CC Ferrous, LLC valued at Original principal amount of $1,750,000, interest at 12% per annum, maturity 12 months, convertible (effective 2023-07-11).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- C5 CC Ferrous, LLC
- Value
- Original principal amount of $1,750,000, interest at 12% per annum, maturity 12 months, convertible
- Effective
- 2023-07-11
Exact text from the filing
As of the same date, the JV completed the first Funding Tranche, and the Company issued a Pre-Closing Note in the original principal amount of $1,750,000 to the JV.
View on SEC.gov
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