--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-032607" form_type: "8-K" ticker: null cik: "0001777946" company_name: "IronNet, Inc." filed_at: "2023-07-12T23:59:59+00:00" generated_at: "2026-06-13T09:32:37.151498+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # IronNet enters take-private deal with C5 affiliate; CEO replaced; warns cash may run out by end-July ## Summary - 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. ## SEC filing metadata - accession: 0000950170-23-032607 - form_type: 8-K - cik: 0001777946 - company_name: IronNet, Inc. - filed_at: 2023-07-12T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 5.02, 2.03, 3.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1777946/000095017023032607/0000950170-23-032607-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1777946/000095017023032607/irnt-20230711.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-032607 - JSON: https://secwatch.observer/filing/0000950170-23-032607.json - Plain text: https://secwatch.observer/filing/0000950170-23-032607.txt ## Key facts - Debt Financings 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1777946/000095017023032607/0000950170-23-032607-index.htm - Executive change Linda Zecher Higgins was appointed as Director at IronNet, Inc.. - Action: appointed - Role: Director source text: the Board, upon recommendation of the Nominating and Governance Committee of the Board, appointed Ms. Zecher as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1777946/000095017023032607/0000950170-23-032607-index.htm - Executive change Keith Alexander resigned as Chief Executive Officer at IronNet, Inc.. - Action: resigned - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1777946/000095017023032607/0000950170-23-032607-index.htm - Executive change Linda Zecher Higgins was appointed as Chief Executive Officer at IronNet, Inc.. - Action: appointed - Role: Chief Executive Officer source text: the Company appointed Linda Zecher Higgins as the Company’s CEO, effective as of the Separation Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1777946/000095017023032607/0000950170-23-032607-index.htm - Executive change Cameron Pforr was appointed as President at IronNet, Inc.. - Action: appointed - Role: President source text: the Company appointed Cameron Pforr, Chief Financial Officer, as the president of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1777946/000095017023032607/0000950170-23-032607-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1777946/000095017023032607/0000950170-23-032607-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1777946/000095017023032607/0000950170-23-032607-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.