IRONNET, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, between December 14, 2022 and December 16, 2022, IronNet, Inc. (the "Company") issued and sold secured promissory notes in an aggregate principal amount of $6.9 million (the "Initial Notes") to a total of eight lenders, and on December 30, 2022, the Company issued a secured promissory note in the principal amount of $2.0 million (the "First C5 Note") to an entity affiliated with C5 Capital Limited ("C5"), a beneficial owner of more than 5% of the Company's outstanding common stock.

In connection with the issuance of the First C5 Note, the Company and the holders of the Initial Notes agreed to amend and restate the Initial Notes to be substantially in the form to be issued to C5, which form was attached as an exhibit to the Current Report on Form 8-K filed on January 4, 2023 (the "Restated Initial Notes"). This amendment and restatement occurred on January 11, 2023. The Restated Initial Notes continue to bear interest at a rate of 13.8% per annum from the respective dates of the Initial Notes, and the Restated Initial Notes are payable at scheduled maturity on June 30, 2023.

Upon entering into the First C5 Note, the Company and C5 also agreed to amend and restate the First C5 Note. Subsequently, the parties agreed that the amended and restated First C5 Note and any future notes to be issued in connection with additional bridge financing by C5 would be convertible into shares of the Company's common stock. On January 11, 2023, the Company issued to C5 an amended and restated convertible promissory note in the principal amount of $2.0 million (the "Restated C5 Note"). On January 12, 2023, the Company issued to C5 a new secured convertible promissory note in the principal amount of $3.0 million (the "Second C5 Note"). The Restated C5 Note and the Second C5 Note (collectively, the "C5 Notes"), in the aggregate principal amount of $5.0 million, are in substantially the form of secured convertible promissory note attached to this report as Exhibit 99.1.

The C5 Notes bear interest at a rate of 13.8% per annum from the date of issuance (or in the case of the Restated C5 Note, from the date of the First C5 Note), and all such notes are payable at scheduled maturity on June 30, 2023, subject to acceleration in certain circumstances.

The Company's obligations under the Restated Initial Notes and the C5 Notes are secured by substantially all of the assets of the Company, excluding the Company's intellectual property. C5 and each of the holders of the Restated Initial Notes have executed an Amended and Restated Security Agreement in the form attached as an exhibit to the Current Report on Form 8-K filed on January 4, 2023.

The C5 Notes provide C5 with the right, at any time on or after the date that is five calendar days prior to maturity, to convert any portion of the principal amount of the C5 Notes, together with any accrued and unpaid interest and any other unpaid amounts, into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a conversion price of $2.00 per share. In the event that any shares of Common Stock are issued upon conversion of the C5 Notes, the Company has agreed to grant specified registration rights to C5.

The foregoing description of the C5 Notes does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the form of C5 Note filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The C5 Notes, and the shares of Common Stock issuable upon conversion of the C5 Notes, will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number                                Exhibit Description

99.1           Form of Secured Convertible Promissory Note with C5 Capital.

104          Cover Page Interactive Data File, formatted in Inline XBRL (embedded
             within the Inline XBRL document).

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