Delaware |
7372 |
83-4599446 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☒ |
Smaller reporting company |
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Emerging growth company |
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F-i |
• |
our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; |
• |
our future operating or financial results; |
• |
future acquisitions, business strategy and expected capital spending; |
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changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; |
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the implementation, market acceptance and success of our business model and growth strategy; |
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our expectations and forecasts with respect to the size and growth of the cybersecurity industry and our products and services in particular; |
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the ability of our products and services to meet customers’ compliance and regulatory needs; |
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our ability to compete with others in the cybersecurity industry; |
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our ability to retain pricing power with our products; |
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our ability to grow our market share; |
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our ability to attract and retain qualified employees and management; |
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our ability to adapt to changes in consumer preferences, perception and spending habits and develop and expand our product offerings and gain market acceptance of our products, including in new geographies; |
• |
developments and projections relating to our competitors and industry; |
• |
our ability to develop and maintain our brand and reputation; |
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developments and projections relating to our competitors and industry; |
• |
the impact of health epidemics, including the COVID-19 pandemic, on our business and on the economy in general; |
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the impact of the COVID-19 pandemic on customer demands for our products; |
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our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; |
• |
expectations regarding the time during which we will be an emerging growth company under the JOBS Act; |
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our future capital requirements and sources and uses of cash; |
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our ability to obtain funding for our operations and future growth; and |
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our business, expansion plans and opportunities. |
• | We have experienced rapid growth in recent periods, and if we do not manage our future growth, our business and results of operations will be adversely affected. |
• | We have a history of losses and we may not be able to achieve or sustain profitability in the future. |
• | If organizations do not adopt cloud-enabled, and/or software as a service (“SaaS”)-delivered cybersecurity solutions that may be based on new and untested security concepts, our ability to grow our business and results of operations may be adversely affected. |
• | Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities and loss of market share. |
• | If our solutions fail or are perceived to fail to detect or prevent incidents or have or are perceived to have defects, errors, or vulnerabilities, our brand and reputation would be harmed, which would adversely affect our business and results of operations. |
• | We rely on third-party data centers and our own colocation data centers to host and operate our platform, and any disruption of or interference with its use of these facilities may negatively affect our ability to maintain the performance and reliability of our platform, which could cause our business to suffer. |
• | Our future success will be substantially dependent on our ability to attract, retain, and motivate the members of our management team and other key employees throughout our organization, and the loss of one or more key employees or an inability to attract and retain highly skilled employees could harm our business. |
• | If we are unable to maintain successful relationships with our distribution partners, or if our distribution partners fail to perform, our ability to market, sell and distribute our platform and solutions efficiently will be limited, and our business, financial position and results of operations will be harmed. |
• | Our business depends, in part, on sales to government organizations, and significant changes in the contracting or fiscal policies of such government organizations could have an adverse effect on our business and results of operations. |
• | The success of our business will depend in part on our ability to protect and enforce our intellectual property rights. |
• | We are subject to laws and regulations, including governmental export and import controls, sanctions, and anti-corruption laws, that could impair our ability to compete in our markets and subject us to liability if we are not in full compliance with applicable laws. |
• | Our management identified material weaknesses in our internal control over financial reporting, which resulted in a restatement of our unaudited condensed consolidated financial statements as of and for the period ended October 31, 2021. In the future, we may identify additional material weaknesses or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations. |
Shares of common stock offered by the Selling Stockholder |
Up to 48,503,325 shares (the “Purchase Shares”) we may sell to Tumim under the Purchase Agreement from time to time after the Commencement Date. |
Shares of common stock outstanding |
100,426,374 (as of April 30, 2022) |
Shares of common stock outstanding after giving effect to the issuance of the shares registered hereunder |
148,929,699 (based on the total shares outstanding as of April 30, 2022) |
Use of proceeds |
We will not receive any proceeds from the sale of shares of common stock included in this prospectus by the Selling Stockholder. We may receive up to $175 million aggregate gross proceeds under the Purchase Agreement from sales of common stock that we elect to make to Tumim pursuant to the Purchase Agreement, if any, from time to time in our sole discretion, from and after the Commencement Date. |
Risk factors |
See the section titled “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our common stock. |
NYSE ticker symbols |
“IRNT” |
• | 10,120,443 shares of common stock issuable upon the settlement of restricted stock units (“RSUs”) granted under the 2021 Equity Incentive Plan (the “2021 Plan”); |
• | 8,027,752 shares of common stock available for future issuance under the 2021 Plan; |
• | 1,025,209 shares of common stock issuable upon the exercise of outstanding options granted under the 2014 Stock Incentive Plan (the “2014 Plan”); |
• | 4,382,482 shares underlying RSUs granted pursuant to the 2014 Plan; |
• | 3,588,763 shares available for future issuance under our 2021 Employee Stock Purchase Plan (the “ESPP”); |
• | 651,284 shares issuable upon the satisfaction of certain milestone achievements pursuant to a prior acquisition transaction; |
• | 10,200 shares issuable upon the exercise of outstanding private warrants to purchase common stock (the “Private Warrants”), with an exercise price of $11.50 per share; and |
• | 8,596,273 shares issuable upon the exercise of outstanding public warrants to purchase common stock, (the “Public Warrants,” together with the Private Warrants the “Warrants”) with an exercise price of $11.50 per share. |
• | effectively attract, integrate and retain a large number of new employees, particularly members of our sales and marketing, data science, and research and development teams; |
• | further improve our platform and products, including our cloud modules and security capabilities, analytics, collective defense capabilities, and visualizations, and IT infrastructure, including expanding and optimizing our data centers, collection, and analytic capabilities, to support our business needs; |
• | enhance our information and communication systems to ensure that our employees and offices around the world are well coordinated and can effectively communicate with each other and our growing base of customers and partners; and |
• | improve our financial, management, and compliance systems and controls. |
• | product capabilities, including performance and reliability, of our platform, including our services and features particularly in the areas of analytics and collective defense, compared to those of our competitors; |
• | our ability, and the ability of our competitors, to improve existing products, services and features, or to develop new ones to address evolving customer needs; |
• | our ability to attract, retain and motivate talented employees; |
• | our ability to establish, capitalize on, maintain, and grow relationships with distribution and technology partners; |
• | the strength of our sales and marketing efforts; and |
• | acquisitions or consolidation within our industry, which may result in more formidable competitors. |
• | first-generation NDR vendors such as DarkTrace or Vectra Networks, who offer point products based on Bayesian analysis, outlier analysis, and heuristic detection-based detection; |
• | network security vendors, such as Cisco and Palo Alto Networks, Inc., who are supplementing their core network security additional behavioral-based detection with behavioral-based detection, threat intelligence and security operations solutions; and |
• | legacy network infrastructure and performance monitoring companies such as ExtraHop and Arista Networks, who are adding security use cases to their infrastructure products. |
• | the development and maintenance of the infrastructure of the internet; |
• | the performance and availability of third-party providers of cloud infrastructure services with the necessary speed, data capacity, and security for providing reliable internet access and services; |
• | decisions by the owners and operators of the data centers where our cloud infrastructure is deployed to terminate our contracts, discontinue services, shut down operations or facilities, increase prices, change service levels, limit bandwidth, declare bankruptcy or prioritize the traffic of other parties; |
• | physical or electronic break-ins, acts of war or terrorism, human error or interference (including by disgruntled employees, former employees or contractors) and other catastrophic events; |
• | cyberattacks, including denial of service attacks, targeted at us, our data centers, or the infrastructure of the internet; |
• | failure by us to maintain and update our cloud infrastructure to meet our data capacity requirements; |
• | errors, defects, or performance problems in our software, including third-party or open-source software incorporated in our software; |
• | improper deployment or configuration of our solutions; |
• | the failure of our redundancy systems, in the event of a service disruption at one of our data centers, to provide failover to other data centers in our data center network; |
• | the failure of our disaster recovery and business continuity arrangements; and |
• | effects of third-party software updates with hidden malware, similar to the supply chain attack that occurred via SolarWinds. |
Year Ended January 31, |
||||||||
2022 |
2021 |
|||||||
Customer A |
* | 10 | % | |||||
Customer B |
11 | % | * | |||||
Customer C |
10 | % | * | |||||
|
|
|
|
|||||
21 | % | 10 | % |
* | Less than 10% |
• | the impact of the COVID-19 pandemic, including the emergence of variant strains of COVID-19, on our operations, financial results, and liquidity and capital resources, including on customers, sales, expenses, and employees; |
• | our ability to attract new and retain existing customers; |
• | the budgeting cycles, seasonal buying patterns, and purchasing practices of customers; |
• | the timing and length of our sales cycles; |
• | changes in customer or distribution partner requirements or market needs; |
• | changes in the growth rate of our market; |
• | the timing and success of new product and service introductions by us or our competitors or any other competitive developments, including consolidation among our customers or competitors; |
• | the level of awareness of cybersecurity threats, particularly advanced cyberattacks, and the market adoption of our platform; |
• | our ability to successfully expand our business domestically and internationally; |
• | decisions by organizations to purchase security solutions from larger, more established security vendors or from their primary IT equipment vendors; |
• | changes in our pricing policies or those of our competitors; |
• | any disruption in our relationship with distribution partners; |
• | insolvency or credit difficulties confronting our customers, affecting their ability to purchase or pay for our solutions; |
• | significant security breaches of, technical difficulties with or interruptions to, the use of our platform; |
• | extraordinary expenses such as litigation or other dispute-related settlement payments or outcomes; |
• | rising inflation and our ability to control costs, including our operating expenses; |
• | general economic conditions, both in domestic and foreign markets; |
• | future accounting pronouncements or changes in our accounting policies or practices; |
• | negative media coverage or publicity; |
• | political events; |
• | the amount and timing of operating costs and capital expenditures related to the expansion of our business; and |
• | increases or decreases in expenses caused by fluctuations in foreign currency exchange rates. |
• | selling to governmental agencies can be highly competitive, expensive and time-consuming, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale; |
• | government certification requirements applicable to our products may change and, in doing so, restrict our ability to sell into the U.S. federal government sector until it has attained the required certifications. |
• | government demand and payment for our platform may be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our platform; |
• | governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying our platform, which would adversely impact our revenue and results of operations, or institute fines or civil or criminal liability if the audit were to uncover improper or illegal activities; |
• | interactions with the U.S. federal government may be limited by post-employment ethics restrictions on members of our management; |
• | foreign governments may have concerns with purchasing security products from a company that employs former NSA employees and officials, which may negatively impact sales; and |
• | governments may require certain products to be manufactured, hosted, or accessed solely in their country or in other relatively high-cost manufacturing locations, and we may not manufacture all products in locations that meet these requirements, affecting our ability to sell these products to governmental agencies. |
• | investigations, enforcement actions and sanctions; |
• | mandatory changes to our platform; |
• | disgorgement of profits, fines and damages; |
• | civil and criminal penalties or injunctions; |
• | claims for damages by our customers or distribution partners; |
• | termination of contracts; |
• | loss of intellectual property rights; and |
• | temporary or permanent debarment from sales to government organizations. |
• | resulting in time-consuming and costly litigation; |
• | diverting management’s time and attention from developing our business; |
• | requiring us to pay monetary damages or enter into royalty and licensing agreements that we would not normally find acceptable; |
• | causing delays in the deployment of our platform or service offerings to our customers; |
• | requiring us to stop offering certain services or features of our platform; |
• | requiring us to redesign certain components of our platform using alternative non-infringing or non-open source technology, which could require significant effort and expense; |
• | requiring us to disclose our software source code and the detailed program commands for our software; |
• | prohibiting us from charging license fees for the proprietary software that uses certain open source; and |
• | requiring us to satisfy indemnification obligations to our customers. |
• | diversion of management time and focus from operating our business to addressing acquisition integration challenges; |
• | coordination of engineering, analytics, research and development, operations, and sales and marketing functions; |
• | integration of product and service offerings; |
• | retention of key employees from the acquired company; |
• | changes in relationships with strategic partners as a result of product acquisitions or strategic positioning resulting from the acquisition; |
• | cultural challenges associated with integrating employees from the acquired company into the organization; |
• | integration of the acquired company’s accounting, management information, human resources and other administrative systems; |
• | the need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked sufficiently effective controls, procedures and policies; |
• | financial reporting, revenue recognition or other financial or control deficiencies of the acquired company that are not adequately addressed and that cause our reported results to be incorrect; |
• | liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; |
• | unanticipated write-offs or charges; and |
• | litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders or other third parties. |
• | greater difficulty in negotiating contracts with standard terms, enforcing contracts, and managing collections, including longer collection periods; |
• | higher costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for international operations and creating international operating entities, where applicable; |
• | management communication and integration problems resulting from cultural and geographic dispersion; |
• | risks associated with trade restrictions and foreign legal requirements, including any importation, certification, and localization of our platform that may be required in foreign countries; |
• | greater risk of unexpected changes in applicable foreign laws, regulatory practices, tariffs, and tax laws and treaties; |
• | compliance with anti-bribery laws, including the FCPA, the U.S. Travel Act and the Bribery Act, violations of which could lead to significant fines, penalties, and collateral consequences; |
• | heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements; |
• | the uncertainty of protection for intellectual property rights in some countries; |
• | general economic and political conditions in these foreign markets; |
• | foreign exchange controls or tax regulations that might prevent us from repatriating cash earned outside the United States; |
• | political and economic instability in some countries; |
• | the potential for foreign government demands for access to information or corporate property; |
• | double taxation of international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate; |
• | unexpected costs for the localization of services, including translation into foreign languages and adaptation for local practices and regulatory requirements; |
• | requirements to comply with foreign privacy, data protection, and information security laws and regulations and the risks and costs of noncompliance; |
• | greater difficulty in identifying, attracting and retaining local qualified personnel, and the costs and expenses associated with such activities; |
• | greater difficulty identifying qualified distribution partners and maintaining successful relationships with such partners; |
• | differing employment practices and labor relations issues; and |
• | difficulties in managing and staffing international offices and increased travel, infrastructure, and legal compliance costs associated with multiple international locations. |
• | threatened or actual litigation or government investigations; |
• | the occurrence of severe weather conditions and other catastrophes; |
• | publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | announcements by us or our competitors of acquisitions, business plans or commercial relationships; |
• | any major change in our Board or senior management; |
• | additional sales of our securities by us, our directors, executive officers or principal stockholders; |
• | adverse market reaction to any indebtedness we may incur or securities we may issue in the future; |
• | short sales, hedging and other derivative transactions in our securities; |
• | exposure to capital market risks related to changes in interest rates, realized investment losses, credit spreads, equity prices, foreign exchange rates and performance of insurance linked investments; |
• | our creditworthiness, financial condition, performance, and prospects; |
• | our dividend policy and whether dividends on our common stock have been, and are likely to be, declared and paid from time to time; |
• | perceptions of the investment opportunity associated with our securities relative to other investment alternatives; |
• | regulatory or legal developments; |
• | changes in general market, economic, and political conditions; |
• | conditions or trends in our industry, geographies or customers; and |
• | changes in accounting standards, policies, guidance, interpretations or principles. |
• | limited availability of market quotations for our securities; |
• | a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules, |
• | possibly resulting in a reduced level of trading activity in the secondary trading market for shares of our common stock; |
• | a limited amount of analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | existing stockholders’ proportionate ownership interest in our company will decrease; |
• | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
• | the relative voting strength of each share of previously outstanding common stock may be diminished; and |
• | the market price of our common stock may decline. |
• | the division of the Board into three classes and the election of each class for three-year terms; |
• | advance notice requirements for stockholder proposals and director nominations; |
• | provisions limiting stockholders’ ability to call special meetings of stockholders, to require special meetings of stockholders to be called, and to take action by written consent; |
• | restrictions on business combinations with interested stockholders; |
• | in certain cases, the approval of holders representing at least 66 2/3% of the total voting power of the shares entitled to vote generally in the election of directors will be required for stockholders to adopt, amend or repeal the bylaws, or amend or repeal certain provisions of the Charter; |
• | no cumulative voting; and |
• | the ability of the Board to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions by such acquirer. |
• | (i) the product obtained by multiplying (A) the average daily trading volume in the common stock on the NYSE during the five trading days immediately preceding the applicable day Tumim receives a valid Purchase notice for such Purchase and (B) 0.20, and (ii) the quotient obtained by dividing (A) $20,000,000 by (B) the VWAP of the common stock on the NYSE on the trading day immediately preceding the applicable day Tumim receives a valid Purchase notice for such Purchase, with respect to any VWAP Purchase that is designated as a “Forward VWAP Purchase”; or |
• | (i) the product obtained by multiplying (A) the average daily trading volume in the common stock on the NYSE during the five trading days immediately preceding the applicable day Tumim receives a valid Purchase notice for such Purchase and (B) 0.40, and (ii) the quotient obtained by dividing (A) $30,000,000 by (B) the VWAP of the common stock on the NYSE on the trading day immediately preceding the applicable day Tumim receives a valid Purchase notice for such Purchase, with respect to any VWAP Purchase that is designated as a “Alternative VWAP Purchase”. |
• | the accuracy in all material respects of our representations and warranties included in the Purchase Agreement; |
• | us having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement to be performed, satisfied or complied with by us; |
• | the effectiveness of this registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include shares of common stock that may be issued and sold by us to Tumim under the Purchase Agreement); |
• | the SEC shall not have issued any stop order suspending the effectiveness, prohibiting or suspending the use of the registration statement that includes this prospectus (or any one or more additional registration statements filed with the SEC that include shares of common stock that may be issued and sold by us to Tumim under the Purchase Agreement); |
• | there shall not have occurred any event and there shall not exist any condition or state of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include shares of common stock that may be issued and sold by us to Tumim under the Purchase Agreement) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement, in light of the circumstances under which they were made) not misleading; |
• | this prospectus, in final form, shall have been filed with the SEC under the Securities Act, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act, shall have been filed with the SEC; |
• | trading in our common stock shall not have been suspended by the SEC or the NYSE, we shall not have received any final and non-appealable notice that the listing or quotation of the common stock on the NYSE shall be terminated on a date certain (unless, prior to such date, the common stock is listed or quoted on the NYSE, The Nasdaq Global Market, The Nasdaq Global Select Market the the NYSE American, or the NYSE Arca (or any nationally recognized successor to any of the foregoing) (each, an “Eligible Market”)), and there shall be no suspension of, or restriction on, accepting additional deposits of the common stock, electronic trading or book-entry services by DTC with respect to the common stock; |
• | we shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the Purchase Agreement and the Registration Rights Agreement; |
• | the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement; |
• | the absence of any action, suit or proceeding before any arbitrator or any court or governmental authority seeking to restrain, prevent or change the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement, or seeking material damages in connection with such transactions; |
• | all of the shares of common stock that may be issued pursuant to the Purchase Agreement shall have been approved for listing or quotation on the NYSE (or if the common stock is not then listed on the NYSE, on any Eligible Market); |
• | no condition, occurrence, state of facts or event constituting a material adverse effect shall have occurred and be continuing; |
• | any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; and |
• | the receipt by Tumim of the opinions, bring-down opinions and negative assurances from outside counsel to us in the forms mutually agreed to by us and Tumim prior to the date of the Purchase Agreement. |
• | the first day of the month next following the 36-month anniversary of the Commencement Date; |
• | the date on which Tumim shall have purchased shares of common stock under the Purchase Agreement for an aggregate gross purchase price equal to its $175 million Total Commitment under the Purchase Agreement; |
• | the date on which the common stock shall have failed to be listed or quoted on the NYSE or any other Eligible Market; and |
• | the date on which we commence a voluntary bankruptcy case or any third party commences a bankruptcy proceeding against us, a custodian is appointed for us in a bankruptcy proceeding for all or substantially all of its property, or we make a general assignment for the benefit of its creditors. |
• | the occurrence of a Material Adverse Effect (as defined in the Purchase Agreement); |
• | the occurrence of a Fundamental Transaction (as defined in the Purchase Agreement) involving us; |
• | our failure to file with the SEC or have declared effective by the SEC the registration statement that includes this prospectus or any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement, within the time periods set forth in the Registration Rights Agreement or our breach or default of the Registration Rights Agreement; |
• | the effectiveness of the registration statement that includes this prospectus or any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement lapses for any reason (including the issuance of a stop order by the SEC), or this prospectus or the prospectus included in any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement otherwise becomes unavailable to Tumim for the resale of all of the shares of common stock included therein, and such lapse or unavailability continues for a period of 30 consecutive trading days or for more than an aggregate of 120 trading days in any 365-day period, other than due to acts of Tumim; |
• | trading in the common stock on the NYSE (or if the common stock is then listed on an Eligible Market, trading in the common stock on such Eligible Market) has been suspended for a period of three consecutive trading days; or |
• | our material breach or default under the Purchase Agreement. |
Assumed Average Purchase Price Per Share |
Number of Registered Shares to be Issued if Full Purchase (1) |
Percentage of Outstanding Shares After Giving Effect to the Issuance to Tumim (2) |
Gross Proceeds from the Sale of Shares to Tumim Under the Purchase Agreement |
|||||||||
$2.00 |
48,503,325 | 33 | % | $ | 97,006,650 | |||||||
$2.51 (3) |
48,503,325 | 33 | % | $ | 121,743,346 | |||||||
$3.00 |
48,503,325 | 33 | % | $ | 145,509,975 | |||||||
$3.608 (4) |
48,503,325 | 33 | % | $ | 174,999,997 | |||||||
$5.00 |
35,000,000 | 27 | % | $ | 175,000,000 | |||||||
$7.00 |
25,000,000 | 21 | % | $ | 175,000,000 |
(1) | Although the Purchase Agreement provides that we may sell up to $175 million of our common stock to Tumim, we are only registering 48,503,325 shares under this prospectus which represents shares which may be issued to Tumim in the future under the Purchase Agreement, if and when we sell shares to Tumim under the Purchase Agreement, and which may or may not cover all the shares we ultimately sell to Tumim under the Purchase Agreement, depending on the purchase price per share. As a result, we have included in this column only those shares that we are registering in this offering, without regard to the Beneficial Ownership Cap or the Exchange Cap. If we seek to issue shares of our common stock, including shares from other transactions that may be aggregated with the transactions contemplated by the Purchase Agreement under the applicable rules of the NYSE, in excess of 17,743,727 shares, or 19.99% of the total common stock outstanding immediately prior to the execution of the Purchase Agreement, we may be required to seek stockholder approval in order to be in compliance with the rules of the NYSE. The assumed average purchase prices per share are solely for illustrative purposes and are not intended to be estimates or predictions of the future performance of our common stock. |
(2) | The denominator is based on 100,426,374 shares outstanding as of April 30, 2022. The numerator is based on the number of shares issuable under the Purchase Agreement at the corresponding assumed purchase price set forth in the first column. |
(3) | The closing sale price of our common stock on May 13, 2022. |
(4) | The NYSE base price. |
1. | continue to invest in research and development related to new technologies; |
2. | increase our investment in marketing and advertising, as well as the sales and distribution infrastructure for its products and services; |
3. | maintain and improve operational, financial, and management information systems; |
4. | hire additional personnel; |
5. | obtain, maintain, expand, and protect our intellectual property portfolio; and |
6. | enhance internal functions to support our operations as a publicly-traded company. |
January 31, |
||||||||
2022 |
2021 |
|||||||
Recurring Software Customers |
88 | 27 | ||||||
Year-over-year growth |
226 | % | 35 | % |
January 31, |
||||||||
2022 |
2021 |
|||||||
($ in millions) |
||||||||
Annual recurring revenues |
$ | 31.8 | $ | 25.8 | ||||
Year-over-year growth |
23 | % | 72 | % |
a. | Numerator: We multiply the average total length of the contracts, measured in years or fractions thereof, by the respective revenue recognized for fiscal year 2022 and 2021, as applicable. |
b. | Denominator: We use the revenue attributable to software and product customers for fiscal year 2022 and fiscal year 2021 in the numerator. This effectively represents the revenue base that is being generated by those customers. |
January 31, |
||||||||
2022 |
2021 |
|||||||
(in years) | ||||||||
Dollar-based average contract length |
2.7 | 2.9 |
Year Ended January 31, |
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2022 |
2021 |
2022 vs 2021 |
||||||||||||||
($ in millions) |
||||||||||||||||
Revenue |
$ | 27.5 | $ | 29.2 | $ | (1.7 | ) | (6 | )% | |||||||
Add: Total Deferred revenue, end of period |
33.6 | 34.0 | (0.4 | ) | -1 | |||||||||||
Less: Total Deferred revenue, beginning of period |
34.0 | 20.3 | 13.7 | 67 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Calculated billings |
$ | 27.1 | $ | 42.9 | $ | (15.8 | ) | (37 | )% | |||||||
|
|
|
|
|
|
|
|
For the Year Ended January 31, |
||||
2022 |
||||
($ in thousands) |
||||
Net loss |
$ | (242,647 | ) | |
Stock compensation expense (1) |
156,596 | |||
Change in fair value of warrants liabilities |
11,265 | |||
Transaction costs expense (2) |
3,166 | |||
|
|
|||
Adjusted Net Loss |
$ |
(71,620 |
) | |
|
|
1. | Total stock based compensation of $156.6 million has been recorded within research and development of $22.9 million, sales and marketing of $51.8 million, and general and administrative expense of $81.9 million on the statement of operations |
2. | Transaction expenses have been recorded within general and administrative expense on the statement of operations |
Fiscal Year Ended January 31, |
2022 vs 2021 |
|||||||||||||||||||||||
2022 |
2021 |
Change $ |
Change % |
|||||||||||||||||||||
($ in thousands) | ||||||||||||||||||||||||
Product, subscription and support revenue |
$ | 25,347 | 92 | % | $ | 24,701 | 85 | % | $ | 646 | 3 | % | ||||||||||||
Professional services revenue |
2,197 | 8 | % | 4,526 | 15 | % | (2,329 | ) | (51 | )% | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total revenue |
27,544 | 100 | % | 29,227 | 100 | % | (1,683 | ) | (6 | )% | ||||||||||||||
Cost of product, subscription and support revenue |
8,225 | 30 | % | 5,393 | 18 | % | 2,832 | 53 | % | |||||||||||||||
Cost of professional services revenue |
1,158 | 4 | % | 1,629 | 5 | % | (471 | ) | (29 | )% | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total cost of revenue |
9,383 | 34 | % | 7,022 | 24 | % | 2,361 | 34 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit |
18,161 | 66 | % | 22,205 | 76 | % | (4,044 | ) | (18 | )% | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating expenses |
||||||||||||||||||||||||
Research and development |
52,899 | 192 | % | 25,754 | 88 | % | 27,145 | 105 | % | |||||||||||||||
Sales and marketing |
82,922 | 301 | % | 30,381 | 104 | % | 52,541 | 173 | % | |||||||||||||||
General and administrative |
112,099 | 407 | % | 21,347 | 73 | % | 90,752 | 425 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
247,920 | 900 | % | 77,482 | 265 | % | 170,438 | 220 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating loss |
(229,759 | ) | -834 | % | (55,277 | ) | -189 | % | (174,482 | ) | 316 | % | ||||||||||||
Other income |
25 | 0 | % | 71 | 0 | % | (46 | ) | (65 | )% | ||||||||||||||
Other expense |
(1,183 | ) | -4 | % | (90 | ) | 0 | % | (1,093 | ) | 1,214 | % | ||||||||||||
Change in fair value of warrants liabilities |
(11,265 | ) | -41 | % | — | 0 | % | (11,265 | ) | 100 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income taxes |
(242,182 | ) | -879 | % | (55,296 | ) | -189 | % | (186,886 | ) | 338 | % | ||||||||||||
Provision for income taxes |
(465 | ) | -2 | % | (77 | ) | 0 | % | (388 | ) | 504 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
$ | (242,647 | ) | -881 | % | $ | (55,373 | ) | -190 | % | $ | (187,274 | ) | 338 | % | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31, |
2022 vs 2021 |
|||||||||||||||
2022 |
2021 |
Change $ |
Change % |
|||||||||||||
($ in thousands) | ||||||||||||||||
Product, subscription and support gross profit |
$ | 17,122 | $ | 19,308 | $ | (2,186 | ) | (11 | )% | |||||||
Professional services profit |
1,039 | 2,897 | (1,858 | ) | (64 | )% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total gross profit |
$ | 18,161 | $ | 22,205 | $ | (4,044 | ) | (18 | )% | |||||||
|
|
|
|
|
|
|
|
2022 |
2021 |
Change |
||||||||||
Product, subscription and support margin |
67.6 | % | 78.2 | % | (10.6 | )% | ||||||
Professional services margin |
47.3 | % | 64.0 | % | (16.7 | )% | ||||||
|
|
|
|
|
|
|||||||
Total gross margin |
65.9 | % | 76.0 | % | (10.1 | )% |
Year Ended January 31, |
||||||||
2022 |
2021 |
|||||||
(in millions) |
||||||||
Net cash used in operating activities |
$ | (83.7 | ) | $ | (42.7 | ) | ||
Net cash (used in) provided by investing activities |
$ | (3.9 | ) | $ | 0.1 | |||
Net cash provided by financing activities |
$ | 103.4 | $ | 63.3 |
1. |
Identification of the contract, or contracts, with a customer |
2. |
Identification of the performance obligations in the contract |
3. |
Determination of the transaction price |
4. |
Allocation of the transaction price to the performance obligations in the contract |
5. |
Recognition of revenue when, or as, we satisfy performance obligations |
• | We did not design and maintain effective controls over the accounting for stock-based compensation modifications. This material weakness resulted in the restatement of our unaudited condensed consolidated financial statements as of and for the three months ended October 31, 2021. However, this error was corrected as of the date of the filing of the Annual Report on Form 10-K for the fiscal year ended January 31, 2022 and the consolidated financial statements are correctly stated for the year ended January 31, 2022. |
• | We did not design and maintain effective controls over the review of journal entries and account reconciliations. Specifically, certain personnel have had the ability to both (i) create and post journal entries within our general ledger system, and (ii) prepare and review account reconciliations. This material weakness did not result in a material misstatement to the consolidated financial statements. |
• | We did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain: (i) program change management controls for the financial systems to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) appropriate user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs and data to appropriate personnel; (iii) computer operations controls to ensure data backups are authorized and restorations monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. This material weakness did not result in a material misstatement to the consolidated financial statements. |
• | we hired and continued to hire additional accounting and finance resources with public company experience, including expertise in technical accounting and complex transactions, in addition to utilizing third-party consultants and specialists, to supplement our internal resources; |
• | we are revising account reconciliation controls within all business processes to require proper segregation of duties of preparer and reviewer utilizing the additional personnel mentioned above; |
• | We are implementing comprehensive access control protocols to implement restrictions on user and privileged access to certain applications and establishing additional controls over the preparation and review of journal entries; and |
• | we are redesigning and strengthening financial system and application change management controls, testing and approval controls for program development, as well as data backup and restoration controls. |
• | differentiated business value that includes behavioral analytics, which find threats that other tools cannot; |
• | real-time threat-sharing across communities; and |
• | value to the Collective Defense ecosystem through integrations. |
(1) | Summation of revenues generated from solutions for Security Information and Event Management (SIEM) Software, IDPS Equipment, Enterprise Data Loss Prevention, Threat Intelligence Software, Network Detection and Response, and Network Access Control. |
• | SIEM tools to retrieve logs, share detections, and retrieve analyst feedback; |
• | SOAR tools to share detections, retrieve analyst feedback, and augment existing playbooks; |
• | EDR platforms to ingest endpoint event and entity context and initiate response to malicious activity; and |
• | NGFW products to dynamically block malicious activity and ingest logs for analysis. |
• | AWS |
• | Azure |
• | GCP |
• | Splunk |
• | IBM QRadar |
• | Microsoft Azure Sentinel |
• | LogRhythm |
• | Cortex XSOAR (formerly Demisto) |
• | Splunk Phantom |
• | Swimlane |
• | ServiceNow |
• | CrowdStrike |
• | Carbon Black |
• | Forescout |
• | Tanium |
• | Palo Alto Networks |
• | Checkpoint Software Technologies |
• | Zscaler |
• | first-generation NDR vendors such as DarkTrace or Vectra Networks, who offer point products based on Bayesian analysis, outlier analysis, and heuristic detection-based detection; |
• | network security vendors, such as Cisco and Palo Alto Networks, Inc., who are supplementing their core network security additional behavioral-based detection with behavioral-based detection, threat intelligence and security operations solutions; and |
• | legacy network infrastructure and performance monitoring companies such as ExtraHop and Arista Networks, who are adding security use cases to their infrastructure products. |
• | detect advanced network threats and to prevent security breaches; |
• | anonymously correlate and share threats in real-time across a community of peer enterprises; |
• | share human-intelligence across a Collective Defense community on how peer enterprises have rated and triaged similar detections; and |
• | integrate with other participants in the security ecosystem. |
• | time to value, price, and total cost of ownership; |
• | brand awareness, reputation, and trust in our services; |
• | strength of sales, marketing, and channel partner relationships; and |
• | customer success, cyber hunt, and cyber advisory services. |
Name |
Age |
Position | ||||
Executive Officers |
||||||
GEN Keith B. Alexander (Ret.) |
70 | Co-Chief Executive Officer, President and Chairman | ||||
William E. Welch |
54 | Co-Chief Executive Officer and Director | ||||
James C. Gerber |
61 | Chief Financial Officer | ||||
Donald Closser |
54 | Chief Product Officer | ||||
Non-Employee Directors |
||||||
Donald R. Dixon (1) |
74 | Director | ||||
Mary E. Gallagher (1) |
56 | Director | ||||
GEN John M. Keane (Ret.) (3) |
79 | Director | ||||
Robert V. “Rob” LaPenta Jr. (2) |
53 | Director | ||||
VADM John M. McConnell (Ret.) (2) . |
78 | Director | ||||
André Pienaar (3) |
52 | Director | ||||
Hon. Michael J. Rogers (1) |
58 | Director | ||||
Theodore E. Schlein (2) |
58 | Director | ||||
VADM Jan E. Tighe (Ret.) (3) |
59 | Director |
(1) | Member the Audit Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Nominating and Corporate Governance Committee. |
• | the Class I directors are Donald R. Dixon, Theodore E. Schlein and André Pienaar, and their terms will expire at the annual meeting of stockholders to be held in 2022; |
• | the Class II directors are VADM John M. McConnell (Ret.), Hon. Michael J. Rogers, GEN John M. Keane (Ret.) and Robert “Rob” LaPenta Jr., and their terms will expire at the annual meeting of stockholders to be held in 2023; and |
• | the Class III directors are Mary E. Gallagher, William E. Welch, VADM Jan E. Tighe (Ret.) and GEN Keith B. Alexander (Ret.), and their terms will expire at the annual meeting of stockholders to be held in 2024. |
• | helping the Board oversee corporate accounting and financial reporting processes; |
• | managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit the financial statements; |
• | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the interim and year-end operating results; |
• | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
• | reviewing related person transactions; |
• | obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and |
• | approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm. |
• | reviewing and approving the compensation of the co-chief executive officers, other executive officers and senior management; |
• | administering the equity incentive plans and other benefit programs; |
• | reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control |
• | reviewing and establishing general policies relating to compensation and benefits of the employees, including the overall compensation philosophy. |
• | identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board; |
• | considering and making recommendations to the board of directors regarding the composition and chairmanship of the committees of the Board; |
• | developing and making recommendations to the board of directors regarding corporate governance guidelines and matters, including in relation to corporate social responsibility; and |
• | overseeing periodic evaluations of the performance of the Board, including its individual directors and committees. |
• | for any transaction from which the director derives an improper personal benefit; |
• | for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
• | for any unlawful payment of dividends or redemption of shares; or |
• | for any breach of a director’s duty of loyalty to the corporation or its stockholders. |
• | GEN Keith B. Alexander (Ret.), our Chairman, President and Co-Chief Executive Officer; |
• | William Welch, our Co-Chief Executive Officer; |
• | James C. Gerber, our Chief Financial Officer; |
• | Donald Closser, our Chief Product Officer; and |
• | Sean Foster, our former Chief Revenue Officer. |
Name and Principal Position |
Fiscal Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) (1) |
Non-Equity Incentive Plan Compensation ($) (2) |
All Other Compensation ($) (3) |
Total ($) |
|||||||||||||||||||||
GEN Keith B. Alexander (Ret.) |
2022 | 360,000 | — | — | — | 15,544 | 375,544 | |||||||||||||||||||||
Chairman, President and Co-Chief Executive Officer |
2021 | 339,000 | — | — | 44,350 | 10,680 | 394,030 | |||||||||||||||||||||
William E. Welch |
2022 | 360,000 | — | — | — | 11,192 | 371,192 | |||||||||||||||||||||
Co-Chief Executive Officer |
2021 | 339,000 | — | — | 44,350 | 11,400 | 394,750 | |||||||||||||||||||||
James C. Gerber |
2022 | 340,000 | 125,000 | (5) |
695,673 | — | 12,183 | 1,172,856 | ||||||||||||||||||||
Chief Financial Officer(4) |
||||||||||||||||||||||||||||
Donald Closser |
2022 | 330,000 | — | 627,671 | — | 11,152 | 968,823 | |||||||||||||||||||||
Chief Product Officer(4) |
||||||||||||||||||||||||||||
Sean Foster |
2022 | 275,000 | (6) |
— | 627,671 | 113,204 | 1,462,420 | 2,478,295 | ||||||||||||||||||||
Former Chief Revenue Officer |
2021 | 383,336 | (7) |
— | — | 88,029 | 11,948 | 483,313 |
(1) | The amounts in this column reflect the aggregate grant date fair value of restricted stock units, or RSUs, granted in the applicable year, computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification Topic 718 for stock-based compensation transactions. |
(2) | For officers other than Mr. Foster, the amounts in this column reflect cash incentive bonuses earned under our bonus plan during the respective year and paid during the first quarter of the following year. For Mr. Foster only, amount represent sales commissions. |
(3) | Amounts in this column consist primarily of 401(k) plan matching contributions. For Mr. Foster, amounts for fiscal 2022 also include (a) cash severance payments of $150,000, (b) post-termination benefit payments in the amount of $14,303, and (c) $1,288,680, representing the value of acceleration of vesting of restricted stock units to the date of termination. |
(4) | Mr. Gerber and Mr. Closser were not named executive officers for fiscal 2021, and as a result their compensation for that year has been omitted pursuant to applicable SEC rules and regulations. |
(5) | Amount represents a discretionary bonus paid upon the closing of the Business Combination. |
(6) | Mr. Foster’s employment with our company ceased on December 31, 2021, and amounts in this table for fiscal 2022 represent amounts paid or earned for service through that date. |
(7) | Consists of $300,000 in base salary and $83,336 in sales commissions, including non-recoverable draws against such commissions. |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options Exercisable (#) |
Number of Securities Underlying Unexercised Options Unexercisable (#) |
Option Exercise Price ($) |
Option Expiration Date (1) |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (2) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) (2) |
||||||||||||||||||||||||
William E. Welch |
4,438,674 | (3) |
15,135,878 | |||||||||||||||||||||||||||||
244,126 | (4) |
832,470 | ||||||||||||||||||||||||||||||
244,126 | (5) |
832,470 | 983,905 | (6) |
3,355,116 | |||||||||||||||||||||||||||
James C. Gerber |
81,412 | — | 0.58 | 4/23/2027 | ||||||||||||||||||||||||||||
94,842 | (3) |
323,411 | ||||||||||||||||||||||||||||||
Donald Closser |
659,426 | (3) |
2,248,643 | |||||||||||||||||||||||||||||
Sean Foster |
1,043,684 | (3) |
3,558,962 |
(1) | The expiration date of each stock option is ten years from the date of grant. |
(2) | The market value amount is calculated based on the closing price of our common stock of $3.41 on January 31, 2022. |
(3) | These shares represent time-based RSUs outstanding at January 31, 2022 which vested 25% on the first anniversary of their grant date, with the remaining 75% vesting thereafter in 36 monthly installments, subject to the officer’s continuous service as of each vesting date. Certain of the amounts vested at January 31, 2022 remained subject to a liquidity event condition that was satisfied subsequent to January 31, 2022, at which time the vested portion of the RSUs were settled and shares were issued to the officer, net of shares sold to satisfy tax withholding obligations. |
(4) | Of the shares underlying this restricted stock unit award, 25% will vest on July 31, 2022 and the remainder will vest in 36 monthly installments thereafter, such that the award will be fully vested on July 31, 2025, subject to the officer’s continuous service as of each such vesting date. |
(5) | Of the shares underlying this restricted stock unit award, 25% will vest on August 26, 2022 and the remainder will vest in 36 monthly installments thereafter, such that the award will be fully vested on August 26, 2025, subject to the officer’s continuous service as of each such vesting date. |
(6) | These shares represent RSUs granted in February 2019 as performance-based grants. The vesting of these shares will be based on the achievement of specified performance conditions. |
• | arrange for the assumption, continuation or substitution of a stock award by an acquiring or succeeding entity or an affiliate; |
• | provide that an award will become exercisable, realizable or deliverable, or restrictions applicable to the award will lapse, in whole or part, prior to or upon the reorganization event (accelerate the vesting of the award); |
• | upon written notice to a holder of an award, provide that all of the unexercised awards will terminate immediately prior to the consummation of such reorganization event unless exercised (to the extent exercisable) within a specified period following the date of such notice; |
• | In the case of a reorganization event under which the holders of IronNet’s common stock will receive a cash payment for each share surrendered in such reorganization event (the acquisition price), cancel or arrange for the cancellation of the stock award in exchange for a cash payment equal to the number of shares of IronNet’s common stock subject to the vested portion of the award, multiplied by the excess of (1) the acquisition price, over (2) the exercise, measurement or purchase price otherwise payable in connection with the award; or |
• | any combination of the foregoing. |
Name |
CASH ($) FEES EARNED OR PAID IN CASH ($) |
STOCK AWARDS ($) (1) |
TOTAL ($) |
|||||||||
Donald R. Dixon (2) |
16,369 | 196,320 | 212,689 | |||||||||
Mary E. Gallagher (3) |
21,538 | 196,320 | 217,858 | |||||||||
GEN John M. Keane (Ret.) (4) |
14,431 | 196,320 | 210,751 | |||||||||
Robert V. “Rob” LaPenta Jr. (3) |
15,077 | 196,320 | 211,397 | |||||||||
VADM John M. McConnell (Ret.) (4) |
18,092 | 196,320 | 214,412 | |||||||||
André Pienaar (3) |
14,431 | 196,320 | 210,751 | |||||||||
Hon. Michael J. Rogers (4) |
16,369 | 196,320 | 212,689 | |||||||||
Theodore E. Schlein (3) |
15,077 | 196,320 | 211,397 | |||||||||
VADM Jan E. Tighe (Ret.) (5) |
16,154 | 196,320 | 212,474 |
(1) | This column reflects the aggregate grant date fair value of restricted stock units granted during the year measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718, |
the basis for computing stock-based compensation in IronNet’s consolidated financial statements. This calculation assumes that the director will perform the requisite service for the award to vest in full as required by SEC rules. The assumptions used in valuing options are described in Note 6 to IronNet’s consolidated financial statements included in this prospectus. These amounts do not reflect the actual economic value that will be realized by the director upon settlement of the restricted stock units or the sale of the common stock underlying such restricted stock units. |
(2) | The director held an aggregate of 271,672 restricted stock units as of January 31, 2022. |
(3) | The director held an aggregate of 24,000 restricted stock units as of January 31, 2022. |
(4) | The director held an aggregate of 387,252 restricted stock units as of January 31, 2022. |
(5) | The director held an aggregate of 139,580 restricted stock units as of January 31, 2022. |
MEMBER ANNUAL FEE |
CHAIRMAN ADDITIONAL ANNUAL FEE |
|||||||
Board of Directors |
$ | 30,000 | $ | 20,000 | ||||
Audit Committee |
8,000 | 20,000 | ||||||
Compensation Committee |
5,000 | 12,000 | ||||||
Nominating and Corporate Governance Committee |
3,500 | 7,500 |
• | the amounts involved exceeded or will exceed $120,000; and |
• | any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. |
Borrower |
Date of Promissory Note |
Largest Aggregate Amount of Principal Outstanding During the Period |
Amount Outstanding as of Closing of Business Combination |
Annual Rate or Amount of Interest Payable on the Indebtedness |
||||||||||||
James Heath |
12/29/2018 | $ | 1,000,000 | — | 2.8 | % | ||||||||||
James Gerber |
10/24/2019 | $ | 435,836 | — | 1.7 | % |
Stockholder |
Shares of Series B-2 Preferred Stock Purchased |
Total Purchase Price (in millions of dollars) |
||||||
C5 Partners, LLC (2) |
2,791,870 | $ | 25.0 | |||||
Entities affiliated with ForgePoint Capital (3) |
1,383,280 | $ | 12.4 | |||||
KPCB Holdings, Inc., as nominee (4) |
558,370 | $ | 5.0 |
(1) | Each share of Series B-2 convertible preferred stock converted into ten shares of IronNet common stock immediately following the consummation of the Business Combination. After further application of the Merger Exchange Ratio of 0.814107, the numbers presented herein are expressed on an as-converted to IronNet common stock basis. |
(2) | This entity beneficially owns more than 5% of IronNet’s capital stock. André Pienaar, a member of our board of directors and that of Legacy IronNet, is an affiliate of C5 Capital. |
(3) | Consists of 1,103,900 shares purchased by ForgePoint Cybersecurity Fund I, L.P., 1,284 shares purchased by ForgePoint Cyber Affiliates Fund I, L.P. and 266,540 shares purchased by ForgePoint Cyber Co-Investors I-E, L.P. Donald R. Dixon, a member of our board of directors and that of Legacy IronNet, is an affiliate of ForgePoint Capital, of which the foregoing purchasers are affiliated funds. These entities collectively beneficially own more than 5% of IronNet’s capital stock. |
(4) | KPCB Holdings, Inc., as nominee beneficially owns more than 5% of IronNet’s capital stock. Ted Schlein, a member of our board of directors and that of Legacy IronNet, is an affiliate of KPCB Holdings, Inc. |
Stockholder |
Shares of Series B-1 Preferred Stock Purchased |
Total Purchase Price (in millions of dollars) |
||||||
C5 Partners, LLC (2) |
3,908,620 | $ | 35.0 | |||||
Entities affiliated with ForgePoint Capital (3) |
3,886,280 | $ | 34.8 | |||||
KPCB Holdings, Inc., as nominee (4) |
670,050 | $ | 6.0 |
(1) | Each share of Series B-1 convertible preferred stock converted into ten shares of Legacy IronNet common stock immediately prior to the consummation of the Business Combination. The numbers presented herein are expressed on an as-converted to Legacy IronNet common stock basis. |
(2) | This entity beneficially owns more than 5% of IronNet’s capital stock. André Pienaar, a member of our board of directors and that of Legacy IronNet, is an affiliate of C5 Capital. |
(3) | Consists of 1,159,110 shares purchased by ForgePoint Cybersecurity Fund I, L.P., 748,220 shares purchased by ForgePoint Cyber Co-Investors I-B, L.P., 1,965,475 shares purchased by ForgePoint Cyber Co-Investors I-C, L.P., and 13,475 shares purchased by ForgePoint Cyber Affiliates Fund I, L.P. Donald R. Dixon, a member of our board of directors and that of Legacy IronNet, is an affiliate of ForgePoint Capital, of which the foregoing purchasers are affiliated funds. These entities collectively beneficially own more than 5% of IronNet’s capital stock. |
(4) | KPCB Holdings, Inc., as nominee beneficially owns more than 5% of IronNet’s capital stock. Ted Schlein, a member of our board of directors and that of Legacy IronNet, is an affiliate of KPCB Holdings, Inc. |
Stockholder |
Shares of Series A Preferred Stock Purchased |
Total Purchase Price (in millions of dollars) |
||||||
Entities affiliated with ForgePoint Capital (2) |
2,982,070 | $ | 15.0 | |||||
KPCB Holdings, Inc., as nominee (3) |
2,982,070 | $ | 15.0 |
(1) | Each share of Series A convertible preferred stock converted into ten shares of Legacy IronNet common stock immediately prior to the consummation of the Business Combination. The numbers presented herein are expressed on an as-converted to Legacy IronNet common stock basis. |
(2) | Consists of 1,491,035 shares purchased by ForgePoint Cyber Co-Investors I, L.P., 1,473,900 shares purchased by ForgePoint Cybersecurity Fund I, L.P., and 17,135 shares purchased by ForgePoint Cyber Affiliates Fund I, L.P. Donald R. Dixon, a member of our board of directors and that of Legacy IronNet, is an affiliate of ForgePoint Capital, of which the foregoing purchasers are affiliated funds. These entities collectively beneficially own more than 5% of IronNet’s capital stock. |
(3) | KPCB Holdings, Inc., as nominee beneficially owns more than 5% of IronNet’s capital stock. Ted Schlein, a member of our board of directors and that of IronNet, is an affiliate of KPCB Holdings, Inc. |
• | the risks, costs, and benefits to us; |
• | the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; |
• | the terms of the transaction; |
• | the availability of other sources for comparable services or products; and |
• | the terms available to or from, as the case may be, unrelated third parties. |
• | each person known by us to be the beneficial owner of more than 5% of our common stock; |
• | each director; |
• | each of the executive officers named in the Summary Compensation Table as set forth in this prospectus; and |
• | all of our current executive officers and directors as a group. |
Name and Address of Beneficial Owner (1) |
Number of Shares |
Percentage of Common Stock Outstanding |
||||||
5% or Greater Stockholders |
||||||||
Entities affiliated with ForgePoint (2) |
10,100,057 | 10.1 | % | |||||
Entities affiliated with C5 Partners (3) |
6,794,861 | 6.8 | % | |||||
Entities affiliated with Kleiner Perkins Caufield & Byers (4) |
6,002,001 | 6.0 | % | |||||
Named Executive Officers and Directors |
||||||||
GEN Keith B. Alexander (Ret.) (5) . . . . . . . . . . . . . . . . . . . . . . . . . . |
11,053,024 | 11.0 | % | |||||
William E. Welch (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
2,002,228 | 2.0 | % | |||||
James C. Gerber (7) |
860,116 | * | ||||||
Donald Closser (8) |
296,001 | * | ||||||
Sean Foster |
543,065 | * | ||||||
Donald R. Dixon (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
10,447,729 | 10.4 | % | |||||
Mary E. Gallagher . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
15,000 | * | ||||||
VADM John M. McConnell (Ret.) . . . . . . . . . . . . . . . . . . . . . . . . |
363,251 | * | ||||||
GEN John M. Keane (Ret.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
388,251 | * | ||||||
André Pienaar (10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
6,818,861 | 6.8 | % | |||||
Hon. Michael J. Rogers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
376,548 | * | ||||||
Theodore E. Schlein (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
6,102,001 | 6.1 | % | |||||
VADM Jan E. Tighe (Ret.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
115,579 | * | ||||||
Robert V. “Rob” LaPenta Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
25,000 | * | ||||||
All current directors and executive officers as a group (13 individuals) (12) |
38,863,589 | 38.7 | % |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o IronNet, Inc., 7900 Tysons One Place, Suite 400, McLean, Virginia, 22102. |
(2) | Includes (i) 52,869 shares of common stock held by ForgePoint Cyber Affiliates Fund I, L.P., (ii) 2,278,138 shares of common stock held by ForgePoint Cyber Co-Investors I, L.P., (iii) 758,760 shares of common stock held by ForgePoint Cyber Co-Investors I-B, L.P., (iv) 1,993,158 shares of common stock held by ForgePoint Cyber Co-Investors I-C, L.P., (v) 270,293 shares of common stock held by ForgePoint Cyber Co-Investors I-E, L.P., and (vi) 4,746,839 shares of common stock held by ForgePoint Cybersecurity Fund I, L.P. ((i) to (vi), inclusive, the “ForgePoint Funds”). Donald R. Dixon and Alberto Yepez are the managing |
members of ForgePoint Cybersecurity GP-1, LLC, which is the general partner of each of the ForgePoint Funds and exercise shared voting, investment and dispositive rights with respect to the shares of stock held by each of the ForgePoint Funds. The address for all entities and individuals affiliated with the ForgePoint Funds is 400 S El Camino Road, Suite 300, San Mateo, CA 94402. |
(3) | André Pienaar (a director of the company), William Kilmer and James Coats are the directors of C5 Investors General Partner Limited, which acts on behalf of C5 Investors LP, the sole manager of C5 Partners LLC. C5 Capital Limited is the investment manager of C5 Investors LP and exercises voting, investment and dispositive rights with respect to the shares of stock held by C5 Investors LLC. André Pienaar is the chief executive officer and a director of C5 Capital Limited together with William Kilmer and Linda Zecher. The address of the entities and individuals affiliated with C5 Capital Limited is 7 Vigo Street, London, W1S 3HF, UK . |
(4) | Includes (i) 5,853,150 shares of common stock held by KPCB Digital Growth Fund II, LLC (“KPCB DGF II”), and (ii) 148,851 shares of common stock held by KPCB Digital Growth Founders Fund, LLC (“DGF II Founders,” together, the “Kleiner Funds”). The Kleiner Funds’ shares are held for convenience in the name of KPCB Holdings, Inc., as nominee, for the accounts of such individuals and entities. The managing member of the Kleiner Funds is KPCB DGF II Associates, LLC (“DGF II Associates”). Theodore E. Schlein (a director of the company), together with L. John Doerr and Mary Meeker, the managing members of DGF II Associates, exercise shared voting and dispositive control over the shares held by the Kleiner Funds. The principal business address for all entities and individuals affiliated with Kleiner Perkins Caufield & Byers is c/o Kleiner Perkins Caufield & Byers, LLC, 2750 Sand Hill Road, Menlo Park, CA 94025. |
(5) | Excludes shares of common stock held by trusts established by GEN Alexander, as (a) each such trust is an irrevocable trust, (b) neither GEN Alexander nor his spouse serve as trustee of any such trust, and (c) GEN Alexander does not otherwise exercise voting, investment or dispositive control over the shares of common stock held by the trusts. |
(6) | Consists of (i) 1,817,283 shares of common stock and (ii) 184,945 shares of common stock issuable upon the settlement of restricted stock units that will vest within 60 days of April 30, 2022. |
(7) | Consists of (i) 844,736 shares of common stock and (ii) 15,380 shares of common stock issuable upon the settlement of restricted stock units that will vest within 60 days of April 30, 2022. |
(8) | Consists of (i) 249,387 shares of common stock and (ii) 46,614 shares of common stock issuable upon the settlement of restricted stock units that will vest within 60 days of April 30, 2022. |
(9) | Includes (i) the 10,100,057 shares held by the ForgePoint Funds as described in footnote (2) above, (ii) 100,000 shares of common stock held by The Dixon Revocable Trust, of which Mr. Dixon and his spouse are co-trustees, and (iii) 247,672 shares of common stock held directly by Mr. Dixon. |
(10) | Includes (i) the 6,794,861 shares held by C5 Partners as described in footnote (3) above and (ii) 24,000 shares of common stock held directly by Mr. Pienaar. |
(11) | Consists of the shares described in footnote (4) above and 100,000 shares of common stock held by the Schlein Family Trust, of which Mr. Schlein is the trustee. |
(12) | Consists of (i) 38,616,650 shares of common stock and (ii) 246,939 shares of common stock issuable upon the settlement of restricted stock units that will vest within 60 days of April 30, 2022. |
Number of Shares of Common Stock Owned Prior to Offering |
Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus |
Number of Shares of Common Stock Owned After Offering |
||||||||||||||||||
Name of Selling Stockholder |
Number (1) |
Percent (2) |
Number (3) |
Percent (2) |
||||||||||||||||
Tumim Stone Capital LLC (4) |
— | — | 48,503,325 | 48,503,325 | 33 | % |
(1) | In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that Tumim Stone Capital LLC may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Tumim Stone Capital LLC’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the VWAP Purchases of common stock are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our common stock to Tumim Stone Capital LLC to the extent such shares, when aggregated with all other shares of our common stock then beneficially owned by Tumim Stone Capital LLC, would cause Tumim Stone Capital LLC’s beneficial ownership of our common stock to exceed the 9.99% Beneficial Ownership Cap. The Purchase Agreement also prohibits us from issuing or selling shares of our common stock under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval to do so, or unless sales of common stock are made at a price equal to or greater than $3.6080 per share, such that the Exchange Cap limitation would not apply under applicable New York Stock Exchange rules. Neither the Beneficial Ownership Cap nor the Exchange |
Cap (to the extent applicable under New York Stock Exchange rules) may be amended or waived under the Purchase Agreement. |
(2) | Applicable percentage ownership is based on 100,426,374 shares of our common stock outstanding as of April 30, 2022. |
(3) | Assumes the sale of all shares being offered pursuant to this prospectus. |
(4) | The business address of Tumim Stone Capital LLC is 140 Broadway, 38th Floor, New York, NY 10005. Tumim Stone Capital LLC’s principal business is that of a private investor. Maier Joshua Tarlow is the manager of 3i Management, LLC, the general partner of 3i, LP, which is the sole member of Tumim Stone Capital LLC, and has sole voting control and investment discretion over securities beneficially owned directly by Tumim Stone Capital LLC and indirectly by 3i Management, LLC and 3i, LP. 3i Management, LLC is also the manager of Tumim Stone Capital LLC. We have been advised that none of Mr. Tarlow, 3i Management, LLC, 3i, LP or Tumim Stone Capital LLC is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Tarlow as to beneficial ownership of the securities beneficially owned directly by Tumim Stone Capital LLC and indirectly by 3i Management, LLC and 3i, LP. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia; |
• | an estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
• | a trust if (a) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions or (b) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person. |
• | the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder); |
• | the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our common stock or Warrants and, in the case where shares of our common stock are regularly traded on an established securities market, (i) the non-U.S. Holder has owned, actually or constructively, more than 5% of our common stock at any time within the relevant period or (ii) provided that our Warrants are regularly traded on an established securities market, the non-U.S. Holder has owned, actually or constructively, more than 5% of our Warrants at any time within the within the relevant period. It is unclear how a non-U.S. Holder’s ownership of Warrants will affect the determination of whether the non-U.S. Holder owns more than 5% of our common stock. In addition, special rules may apply in the case of a disposition of warrants if our common stock is considered to be regularly traded, but our Warrants are not considered to be publicly traded. There can be no assurance that our common stock or Warrants will or will not be treated as regularly traded on an established securities market for this purpose. |
• | at any time after the warrants become exercisable; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; |
• | if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third trading day prior to the notice of redemption to warrant holders; and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. |
• | before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
• | upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
• | on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3 % of the outstanding voting stock that is not owned by the interested stockholder. |
• | any merger or consolidation involving the corporation and the interested stockholder; |
• | any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; |
• | subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
• | any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or |
• | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation. |
• | permit our board of directors to issue up to 100,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change of control; |
• | provide that the authorized number of directors may be changed only by resolution of our board of directors; |
• | provide that, subject to the rights of any series of preferred stock to elect directors, directors may only be removed in the manner specified in Section 141(k) of the DGCL; |
• | provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by the sole remaining director; |
• | require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission; |
• | provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice; |
• | provide that special meetings of our stockholders may be called by (i) the chairperson of the board of directors, (ii) the chief executive officer or (iii) a majority vote of the board of directors; and |
• | not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose. |
• | 1% of the total number of shares of our common stock then outstanding; or |
• | the average weekly reported trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | issuer of the securities that was formerly a shell company ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company. |
• | ordinary brokers’ transactions; |
• | transactions involving cross or block trades; |
• | through brokers, dealers, or underwriters who may act solely as agents; |
• | “at the market” into an existing market for the common stock; |
• | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
• | in privately negotiated transactions; or |
• | any combination of the foregoing. |
Report of Independent Registered Public Accounting Firm |
F-1 | |||
Consolidated Financial Statements: |
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F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-7 | ||||
F-8 |
As of January 31, |
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2022 |
2021 |
|||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ |
$ |
||||||
Accounts receivable |
||||||||
Unbilled receivables |
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Related party receivables and loan receivables |
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Account and loan receivables |
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Inventory |
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Deferred costs |
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Prepaid warranty |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Deferred costs |
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Property and equipment, net |
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Prepaid warranty |
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Deposits and other assets |
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Total assets |
$ |
$ |
||||||
Liabilities and stockholders’ equity |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ |
$ |
||||||
Accrued expenses |
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Deferred revenue |
||||||||
Deferred rent |
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Short-term PPP loan |
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Income tax payable |
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Other current liabilities |
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Total current liabilities |
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Deferred rent |
||||||||
Deferred revenue |
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Warrants |
||||||||
Long-term PPP loan |
||||||||
Other long-term liabilities |
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Total liabilities |
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Stockholders’ equity |
||||||||
Preferred stock, $ par value; issued or outstanding |
||||||||
Class A common stock; $ par value; shares authorized; and shares issued and outstanding at January 31, 2022 and January 31, 2021, respectively |
||||||||
Additional paid-in capital |
||||||||
Accumulated other comprehensive (loss) income |
||||||||
Accumulated deficit |
( |
) |
( |
) | ||||
Subscription notes receivable |
( |
) | ||||||
Total stockholders’ equity |
||||||||
Total liabilities and stockholders’ equity |
$ |
$ |
||||||
|
Year Ended January 31, |
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|
2022 |
2021 |
||||||
Product, subscription and support revenue |
$ | $ | ||||||
Professional services revenue |
||||||||
|
|
|
|
|
||||
Total revenue |
||||||||
Cost of product, subscription and support revenue |
||||||||
Cost of professional services revenue |
||||||||
|
|
|
|
|
||||
Total cost of revenue |
||||||||
|
|
|
|
|
||||
Gross profit |
||||||||
|
|
|
|
|
||||
Operating expenses |
||||||||
Research and development |
||||||||
Sales and marketing |
||||||||
General and administrative |
||||||||
|
|
|
|
|
||||
Total operating expenses |
||||||||
Operating loss |
( |
) | ( |
) | ||||
Other income |
||||||||
Other expense |
( |
) | ( |
) | ||||
Change in fair value of warrants liabilities |
( |
) | ||||||
|
|
|
|
|
||||
Loss before income taxes |
( |
) | ( |
) | ||||
Provision for income taxes |
( |
) | ( |
) | ||||
|
|
|
|
|
||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Basic and diluted net loss per common share |
$ | ( |
) | $ | ( |
) | ||
Weighted average shares outstanding, basic and diluted |
Year Ended January 31, |
||||||||
2022 |
2021 |
|||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Change in net unrealized (losses) gains on available for sale investments, net of tax |
( |
) | ||||||
Foreign currency translations adjustment, net of tax |
||||||||
|
|
|
|
|||||
Total comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Series A Preferred Stock |
Series B Preferred Stock |
Class A Common Stock |
Class B Common Stock |
Additional Paid- In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Subscription Notes Receivable |
Total Stockholders’ Equity |
||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||
Balance at January 31, 2020, as previously reported |
$ | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||||||
Retroactive application of recapitalization (1) |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||||||
Adjusted Balance at January 31, 2020 |
— | $ | — | — | $ | — | $ | — | $ | — | $ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||||||||||||||||
Issuance of common stock |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Interest earned on subscription notes receivable |
— | — | — | — | — | — | — | — | — | — | ( |
) | — | |||||||||||||||||||||||||||||||||||||||
Payments on subscription notes receivable |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||
Unrealized gain on investments |
— | — | — | — | — | — | — | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment, net of tax of $ |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Balance at January 31, 2021 |
— | $ | — | — | $ | — | $ | — | $ | — | $ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||||||||||||||||
Issuance of common stock |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Merger recapitalization (Note 3) |
— | — | — | — | — | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||||
PIPE Shares |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock related to Public Warrants |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock related to Private Warrants |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Issuance of earnout |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Interest earned on subscription notes receivable |
— | — | — | — | — | — | — | — | — | — | ( |
) | — | |||||||||||||||||||||||||||||||||||||||
Settlement of related party loan receivable for common shares |
— | — | — | — | ( |
) | — | — | — | ( |
) | — | — | — | ( |
) |
Series A Preferred Stock |
Series B Preferred Stock |
Class A Common Stock |
Class B Common Stock |
Additional Paid- In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Subscription Notes Receivable |
Total Stockholders’ Equity |
||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||
Payment of note receivable and settlement of note receivables for common shares |
— | — | — | — | ( |
) | — | — | — | ( |
) | — | — | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment, net of tax of $ |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Balance at January 31, 2022 |
— | $ | — | — | $ | — | $ | — | $ | — | $ | $ | ( |
) | $ | $ | — | $ | ||||||||||||||||||||||||||||||||||
(1) |
Prior to the Merger, as discussed in Note 3, Legacy IronNet Series A and Series B preferred stock were converted to Legacy IronNet Class A common stock and Legacy IronNet Class B common stock was converted to Legacy IronNet Class A common stock. All Legacy IronNet Class A common stock was then converted to Legacy LGL Class A common stock at the Exchange Ratio of approximately |
Year Ended January 31, |
||||||||
2022 |
2021 |
|||||||
Cash flows from operating activities |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
— | |||||||
Depreciation and amortization |
||||||||
Loss (Gain) on sale of fixed assets |
( |
) | ||||||
Bad debt expense |
||||||||
Employee stock based compensation |
( |
) | ||||||
Non-cash interest expense |
||||||||
Change in fair value of warrants liabilities |
||||||||
Non-cash interest on amounts due from stockholder |
( |
) | ||||||
Changes in operating assets and liabilities: |
— | |||||||
Accounts receivable |
( |
) | ( |
) | ||||
Deferred costs |
( |
) | ( |
) | ||||
Inventories |
( |
) | ( |
) | ||||
Prepaid expenses |
( |
) | ( |
) | ||||
Other current assets |
( |
) | ( |
) | ||||
Deposits and other assets |
( |
) | ||||||
Prepaid warranty |
( |
) | ||||||
Accounts payable |
||||||||
Accrued expenses |
||||||||
Income tax payable |
||||||||
Other short-term liabilities |
( |
) | ||||||
Deferred rent |
( |
) | ( |
) | ||||
Deferred revenue |
( |
) | ||||||
Warrants |
||||||||
|
|
|
|
|
||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
|
|
|
|
|
||||
Cash flows from investing activities |
— | |||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
Proceeds from the sale of fixed assets |
||||||||
Proceeds from the maturity of investments |
||||||||
|
|
|
|
|
||||
Net cash (used in) provided by investing activities |
( |
) | ||||||
|
|
|
|
|
||||
Cash flows from financing activities |
||||||||
Proceeds from issuance of common stock |
||||||||
Proceeds from borrowing SVB Bridge loan |
||||||||
Proceed from borrowing PPP loan |
||||||||
Payment of loan—SVB Bridge |
( |
) | ||||||
Payment of PPP loan |
( |
) | ||||||
Merger recapitalization |
||||||||
Proceeds from PIPE shares |
||||||||
Payment of transaction costs |
( |
) | ||||||
Proceeds from stock subscriptions |
||||||||
|
|
|
|
|
||||
Net cash provided by financing activities |
||||||||
Effect of exchange rate changes on cash and cash equivalents |
||||||||
|
|
|
|
|
||||
Net change in cash and cash equivalents |
||||||||
Cash and cash equivalents |
— | |||||||
|
|
|
|
|
||||
Beginning of the period |
$ | $ | ||||||
|
|
|
|
|
||||
End of the period |
||||||||
Supplemental disclosures of non-cash investing and financing activities |
||||||||
Interest earned on subscription notes receivable |
$ | $ | ||||||
Unpaid purchases of property and equipment |
( |
) | ||||||
Non-cash settlement of related party loan receivable for common shares |
( |
) | ||||||
Initial classification of warrant liabilities |
||||||||
Cashless exercise of warrants classified as liabilities |
$ | ( |
) | $ |
1. |
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies |
Computer and other equipment | ||
Leasehold improvements | ||
Furniture and fixtures | ||
Software |
• |
Identification of the contract, or contracts, with a customer |
• | Identification of the performance obligations in the contract |
• | Determination of the transaction price |
• | Allocation of the transaction price to the performance obligations in the contract |
• | Recognition of revenue when, or as, we satisfy performance obligations |
2. |
Revenue |
Year Ended January 31, |
||||||||
2022 |
2021 |
|||||||
Customer A |
* | % | ||||||
Customer B |
% | * | ||||||
Customer C |
% | * | ||||||
|
|
|
|
|||||
% | % | |||||||
|
|
|
|
Balance at February 1, 2020 |
$ | |||
Cost of revenue recognized |
( |
) | ||
Costs deferred |
||||
|
|
|||
Balance at January 31, 2021 |
||||
|
|
|||
Balance at February 1, 2021 |
||||
Cost of revenue recognized |
( |
) | ||
Costs deferred |
||||
Foreign exchange |
( |
) | ||
|
|
|||
Balance at January 31, 2022 |
$ | |||
|
|
Balance at February 1, 2020 |
$ | |||
Revenue recognized |
( |
) | ||
Revenue deferred |
||||
Foreign exchange |
||||
Balance at January 31, 2021 |
||||
Balance at February 1, 2021 |
||||
Revenue recognized |
( |
) | ||
Revenue deferred |
||||
Foreign exchange |
( |
) | ||
Balance at January 31, 2022 |
$ | |||
Years Ending January 31, |
||||
$ | ||||
$ | ||||
3. |
Reverse Recapitalization |
Recapitalization and Associated Transactions |
||||
Cash (Trust) |
$ | |||
Redemptions |
( |
) | ||
Less: fees to underwriters and advisors |
( |
) | ||
Net cash received from Merger recapitalization |
||||
Issuance of PIPE Shares |
||||
Less: PIPE fees to underwriters and advisors |
( |
) | ||
Net cash received from PIPE Shares and Merger recapitalization |
||||
Less: debt settlement |
( |
) | ||
Net proceeds from Merger recapitalization, PIPE Shares and debt settlement |
$ | |||
Shares by Type |
Number of Shares |
|||
IronNet Class A Common Stock outstanding previous to the Merger |
||||
Issuance of common stock (exercise of ISOs and warrant) |
||||
Number of Shares issued at the date of the business combination (Recapitalization) |
||||
LGL Class A Common Stock outstanding previous to the Merger |
||||
Less: Redemption of LGL Class A previous to the Merger |
( |
) | ||
Total Class A Shares issued to former LGL shareholders |
||||
LGL Founders Shares |
||||
PIPE Shares |
||||
Number of Share issued at the Merger |
||||
Number of Shares issued (redeemed) following the consummation of the Merger |
||||
Earnout Shares |
||||
Private Warrants (Exercised) |
||||
Public Warrants (Exercised) |
||||
Exercise of ISOs |
||||
Payments on subscription notes receivable |
( |
) | ||
Shares repurchase related to loan pay-off |
( |
) | ||
Total Shares of Common Stock as of January 31, 2022 |
||||
4. |
Prepaid Expenses |
5. |
Property and Equipment |
2022 |
2021 |
|||||||
Computer and other equipment |
$ | $ | ||||||
Leasehold improvements |
||||||||
Furniture and fixtures |
||||||||
Software |
||||||||
Less: Accumulated depreciation and amortization |
( |
) | ( |
) | ||||
$ | $ | |||||||
6. |
Stock Incentive Plans |
Number of Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (Years) |
Intrinsic Value of outstanding options |
|||||||||||||
(in thousands) |
||||||||||||||||
Outstanding at February 1, 2020 |
$ | $ | ||||||||||||||
Granted |
— | — | — | — | ||||||||||||
Exercised |
( |
) | $ | $ | ||||||||||||
Forfeited or expired |
( |
) | $ | — | ||||||||||||
Outstanding at January 31, 2021 |
$ | $ | ||||||||||||||
Exercisable at January 31, 2021 |
$ | $ | ||||||||||||||
Outstanding at February 1, 2021 |
$ | $ | ||||||||||||||
Granted |
— | — | — | — | ||||||||||||
Exercised |
( |
) | $ | $ | ||||||||||||
Forfeited or expired |
( |
) | $ | — | ||||||||||||
Outstanding at January 31, 2022 |
$ | $ | ||||||||||||||
Exercisable at January 31, 2022 |
$ | $ | ||||||||||||||
Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||
(in thousands) |
||||||||
Non-vested at February 1, 2020 |
$ | |||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited or expired |
( |
) | ||||||
Non-vested at January 31, 2021 |
$ | |||||||
Non-vested at February 1, 2021 |
$ | 5 | ||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited or expired |
( |
) | ||||||
Non-vested at January 31, 2022 |
$ | |||||||
7. |
Stockholders’ Equity |
• |
in whole and not in part; |
• |
at a price of $ |
• |
upon not less than 30 days’ prior written notice of redemption; and |
• | if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $ 20 trading days within a 30 -trading |
8. |
Fair Value Measurements |
January 31, 2022 |
January 31, 2021 |
|||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||||||||||||
Cash equivalents |
$ | $ | — | $ | — | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||
Private Warrants |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Total assets |
$ | $ | $ | — | $ | $ | $ | — | $ | — | $ | |||||||||||||||||||||
9. |
Income Taxes |
2022 |
2021 |
|||||||
Current income taxes |
||||||||
Federal |
$ | $ | ||||||
State |
||||||||
Foreign |
||||||||
Deferred income taxes |
||||||||
Total income tax expense |
$ | $ | ||||||
2022 |
2021 |
|||||||||||||||
Income tax expense computed at U.S. federal statutory income tax rate |
$ | ( |
) | % | $ | ( |
) | % | ||||||||
State income taxes |
( |
) | % | ( |
) | % | ||||||||||
Permanent items |
- |
% | - |
% | ||||||||||||
Valuation allowance |
- |
% | - |
% | ||||||||||||
Other |
( |
) | % | |||||||||||||
Income tax expense computed at U.S. federal statutory income tax rate |
$ |
- |
% |
$ |
- |
% |
2022 |
2021 |
|||||||
Deferred tax assets |
||||||||
Net operating loss carryforward |
$ | $ | ||||||
Accruals and other |
||||||||
Intangibles |
||||||||
Depreciation and amortization |
||||||||
RSU |
— | |||||||
Others |
||||||||
Deferred revenue |
||||||||
Gross deferred tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Net deferred tax asset |
||||||||
Deferred tax liabilities |
||||||||
Deferred costs |
( |
) | ( |
) | ||||
Net deferred tax assets (liabilities) |
$ | $ | ||||||
Income Tax Valuation Allowance |
Balance at Beginning of Period |
Charged to Costs & Expenses |
Federal/ State NOL |
Balance at End of Period |
||||||||||||
Year Ended |
||||||||||||||||
January 31, 2022 |
||||||||||||||||
January 31, 2021 |
( |
) |
10. |
Accrued Expenses |
11. |
COVID-19 – CARES Act Provision |
12. |
Commitments and Contingencies |
Years Ending January 31, |
||||
2023 |
$ | |||
2024 |
||||
2025 |
||||
2026 |
||||
2027 |
||||
|
|
|||
$ | ||||
|
|
13. |
Earnings (Loss) per Share |
Year ended |
||||||||
2022 |
2021 |
|||||||
Numerator: Net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: Basic and Diluted Weighted-average shares in computing net loss per share attributable to common stockholders |
||||||||
Net loss attributable to common stockholders — basic and diluted |
$ | ( |
) | $ | ( |
) |
Year Ended January 31, |
||||||||
2022 |
2021 |
|||||||
Shares of common stock issuable from stock options |
||||||||
Total RSUs unvested pending settlement |
||||||||
Private Warrants |
||||||||
Public Warrants |
||||||||
Potential common shares excluded from diluted net loss per share |
14. |
Related Party Transactions |
15. |
Retirement Plans |
16. |
Segment and Geographic Information |
Year Ended January 31, |
||||||||
2022 |
2021 |
|||||||
($ in thousands) |
||||||||
United States |
$ | $ | ||||||
International |
||||||||
Total |
$ | $ |
17. |
Subsequent Events |
Amount |
||||
SEC registration fee |
$ | 19,829 | ||
Accountants’ fees and expenses |
135,000 | |||
Legal fees and expenses |
400,000 | |||
Printing fees |
150,000 | |||
Miscellaneous |
45,171 | |||
Total expenses |
$ | 750,000 | ||
(1) | On April 30, 2019, the Sponsor purchased 3,593,750 shares of Class B common stock for an aggregate purchase price of $25,000, or approximately $0.007 per share, in connection with LGL’s organization. In November, 2019, LGL effected a stock dividend of 0.2 shares for each share of LGL Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 4,312,500 shares of LGL Class B common stock, 1,078,125 shares of which were forfeited upon closing of the Business |
Combination. Upon the closing of the Business Combination, each share of LGL Class B common stock outstanding automatically converted into a share of LGL Class A common stock in accordance with LGL’s certificate of incorporation. |
(2) | In November 2019, Sponsor purchased an aggregate of 5,200,000 warrants at a price of $1.00 per warrant generating gross proceeds of $5.2 million. Each warrant is exercisable for one share of our common stock at an exercise price of $11.50 per share. |
(3) | In August 2021, upon the closing of the Business Combination, we issued an aggregate of 12,500,000 shares of Class A Common Stock for an aggregate purchase price of $125.0 million to qualified institutional buyers and accredited investors, at a purchase price of $10.00 per share. |
(4) | Between January 2020 and December 2020, Legacy IronNet sold the current equivalent on a post-merger, as converted basis of 759,517 shares of Common A in shares of its Series B-2 convertible preferred stock at a current equivalent, as converted, purchase price of $89.55 per share for an aggregate amount of $68.0 million, on an as-converted to Legacy IronNet common stock basis. |
(5) | Since April 30, 2019, Legacy IronNet has granted to certain employees, directors and consultants of Legacy IronNet and its subsidiaries RSUs, net of forfeitures and cancellations and restated to their current IronNet share equivalents by applying the Exchange Ratio of 0.814107, representing (i) 8.1 million shares of Legacy IronNet common stock under the 2014 Plan and (ii) 1.3 million shares of Legacy IronNet common stock outside of the 2014 Plan, for an aggregate of 9.4 million shares of Legacy IronNet common stock. Upon the closing of the Business Combination, such RSUs were automatically and without any required action on the part of any holder or beneficiary thereof, assumed by us and converted into RSUs to purchase an aggregate of 7.7 million shares of our common stock. |
Incorporated by Reference | ||||||||||
Exhibit Number |
Description |
Schedule/ Form |
File No. |
Exhibit |
Filing Date | |||||
2.1 | Agreement and Plan of Reorganization and Merger, dated March 15, 2021, by and among the registrant, LGL Systems Merger Sub Inc. and IronNet Cybersecurity, Inc. | S-4/A |
333-256129 |
2.1 | August 6, 2021 | |||||
2.2 | Amendment No. 1 to Agreement and Plan of Reorganization and Merger, dated August 6, 2021, by and among the registrant, LGL Systems Merger Sub Inc. and IronNet Cybersecurity, Inc. | S-4/A |
333-256129 |
2.2 | August 6, 2021 |
Incorporated by Reference | ||||||||||
Exhibit Number |
Description |
Schedule/ Form |
File No. |
Exhibit |
Filing Date | |||||
10.11+ | Employment Agreement, dated February 7, 2019, by and between the registrant and Sean Foster | S-4/A |
333-256129 |
10.15 | August 6, 2021 | |||||
10.12+* | Employment Agreement, dated September 6, 2019, by and between the registrant and James C. Gerber | 10-K | 001-39125 | 10.12 | May 2, 2022 | |||||
10.13+* | Employment Agreement, dated September 19, 2019, by and between the registrant and Donald Closser | 10-K | 001-39125 | 10.13 | May 2, 2022 | |||||
10.14 | Common Stock Purchase Agreement, dated February 11, 2022, by and between IronNet, Inc. and Tumim Stone Capital LLC | 8-K | 001-39125 | 10.1 | February 14, 2022 | |||||
10.15 | Registration Rights Agreement dated February 11, 2022, by and between Ironnet, Inc. and Tumim Stone Capital LLC | 8-K |
001-39125 |
4.1 | February 14, 2022 | |||||
21.1 | List of Subsidiaries | 10-K |
001-39125 |
21.1 | May 2, 2022 | |||||
23.1* | Consent of PricewaterhouseCoopers LLP | |||||||||
23.2 | Consent of Cooley LLP (included in Exhibit 5.1) | S-1 | 001-39125 | 5.1 | March 10, 2022 | |||||
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). | |||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
104 | Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments) |
* | Filed herewith. |
+ | Indicates a management contract or compensatory plan, contract or arrangement. |
(a) | The undersigned registrant hereby undertakes as follows: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
IRONNET, INC. | ||
By: | /s/ James C. Gerber | |
Name: James C. Gerber | ||
Title: Chief Financial Officer |
Signature | Title | Date | ||
/s/ Keith B. Alexander GEN Keith B. Alexander (Ret.) |
Co-Chief Executive Officer, President and Chairman (Principal Executive Officer) |
May 16, 2022 | ||
* William E. Welch |
Co-Chief Executive Officer and Director |
May 16, 2022 | ||
/s/ James C. Gerber James C. Gerber |
Chief Financial Officer (Principal Financial and Accounting Officer) | May 16, 2022 | ||
* Donald R. Dixon |
Director |
May 16, 2022 | ||
* Mary E. Gallagher |
Director |
May 16, 2022 | ||
* GEN John M. Keane (Ret.) |
Director |
May 16, 2022 | ||
* Robert V. LaPenta Jr. |
Director |
May 16, 2022 |
* VADM John M. McConnell (Ret.) |
Director |
May 16, 2022 | ||
* André Pienaar |
Director |
May 16, 2022 | ||
* Michael J. Rogers |
Director |
May 16, 2022 | ||
* Theodore E. Schlein |
Director |
May 16, 2022 | ||
* VADM Jan E. Tighe (Ret.) |
Director |
May 16, 2022 |
*By: | /s/ James C. Gerber | |
James C. Gerber | ||
Attorney-in-fact |