UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Mark One)
For the quarterly period ended
or
Commission file number 001-38183
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
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(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
(Former Name or Former Address, if Changed Since Last Report)
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There were
IronNet, Inc.
Table of Contents
FORM 10‑Q
October 31, 2021
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2 |
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2 |
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2 |
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3 |
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Unaudited Condensed Consolidated Statements of Comprehensive Loss |
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4 |
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity |
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5 |
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7 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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8 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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17 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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26 |
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27 |
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28 |
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28 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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28 |
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28 |
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28 |
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28 |
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29 |
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30 |
1
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
IronNet, Inc.
Condensed Consolidated Balance Sheets
($ in thousands, except share and per share data)
(unaudited)
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October 31, |
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January 31, |
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2021 |
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2021 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable |
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Unbilled receivable |
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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 and other current assets |
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Total current assets |
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$ |
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$ |
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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 |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Deferred revenue |
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Deferred rent |
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Short-term PPP loan |
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— |
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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 |
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Deferred revenue |
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Warrants |
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— |
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Long-term PPP loan |
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Other long-term liabilities payable |
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Total liabilities |
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$ |
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$ |
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Commitments and contingencies (Note 7) |
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Stockholders’ equity |
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Preferred stock, $ |
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Class A common stock; $ |
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Accumulated other comprehensive (loss) income |
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Accumulated deficit |
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( |
) |
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( |
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Subscription notes receivable |
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— |
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( |
) |
Total stockholders’ equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
IronNet, Inc.
Condensed Consolidated Statements of Operations
($ in thousands, except per share data)
(unaudited)
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Three Months Ended October 31, |
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Nine Months Ended October 31, |
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2021 |
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2020 |
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2021 |
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2020 |
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Product, subscription and support revenue |
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$ |
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$ |
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$ |
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$ |
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Professional services revenue |
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Total revenue |
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Cost of product, subscription and support revenue |
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Cost of professional services revenue |
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Total cost of revenue |
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Gross profit |
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Operating expenses |
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Research and development |
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Sales and marketing |
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General and administrative |
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Total operating expenses |
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Operating loss |
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( |
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( |
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( |
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( |
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Other (expense) income, net |
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( |
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( |
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Change in fair value of warrants liabilities |
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( |
) |
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- |
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( |
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- |
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Loss before income taxes |
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( |
) |
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( |
) |
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( |
) |
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( |
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Benefit (provision) for income taxes |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Net loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
Basic and diluted net loss per common share |
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( |
) |
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( |
) |
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( |
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( |
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Weighted average shares outstanding, basic and diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
IronNet, Inc.
Condensed Consolidated Statements of Comprehensive Loss
($ in thousands) (unaudited)
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Three Months Ended October 31, |
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Nine Months Ended October 31, |
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2021 |
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2020 |
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2021 |
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2020 |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
Change in net unrealized gains (losses) on available for sale investments, |
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— |
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( |
) |
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( |
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Foreign currency translations adjustment, net of tax |
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( |
) |
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( |
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Comprehensive loss |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
IronNet, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For the Nine Months Ended October 31, 2021 and 2020
($ in thousands, number of preferred stock and common stock in thousands)
(unaudited)
|
Series A Preferred Stock |
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Series B Preferred Stock |
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Class A Common Stock |
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Class B Common Stock |
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Additional Paid- In Capital |
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Accumulated Deficit |
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Accumulated Other Comprehensive Deficit |
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Subscription Notes Receivables |
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Total Stockholders' Equity |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Balance at January 31, 2021 |
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- |
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$ |
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- |
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- |
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$ |
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- |
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$ |
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- |
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$ |
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- |
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$ |
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$ |
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( |
) |
$ |
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$ |
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( |
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$ |
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||||||
Issuance of common stock |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Merger recapitalization (Note 2) |
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- |
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- |
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- |
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- |
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1 |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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( |
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PIPE Shares |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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|||||
Issuance of common stock related to Public Warrants |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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||||
Issuance of common stock related to Private Warrants |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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||||
Issuance of earnout |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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|||
Interest earned on subscription notes receivable |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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||
Settlement of related party loan receivable for common shares |
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- |
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- |
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- |
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- |
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( |
) |
|
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- |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
||
Payment of note receivable and settlement of note receivables for common shares |
|
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- |
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- |
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- |
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- |
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( |
) |
|
|
- |
|
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|
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- |
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|
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- |
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( |
) |
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- |
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- |
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|||
Stock-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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|||
Net loss |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Foreign currency translation adjustment, |
|
|
- |
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|
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- |
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|
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- |
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|
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- |
|
|
|
- |
|
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|
- |
|
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- |
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- |
|
|
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- |
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- |
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|
|
|
|
- |
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|||
Balance at October 31, 2021 |
|
|
- |
|
$ |
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- |
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|
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- |
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$ |
|
- |
|
|
|
|
$ |
|
|
|
|
|
- |
|
$ |
|
- |
|
$ |
|
|
$ |
|
( |
) |
$ |
|
|
$ |
|
- |
|
$ |
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||||||
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||||||||||||||
Balance at January 31, 2020, as previously reported |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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( |
) |
$ |
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$ |
|
( |
) |
$ |
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( |
) |
|||||||||||
Retroactive application of recapitalization (1) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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- |
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|
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- |
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|
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- |
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|||||
Adjusted Balance at January 31, 2020 |
|
|
- |
|
$ |
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- |
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|
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- |
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$ |
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- |
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$ |
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- |
|
$ |
|
- |
|
$ |
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$ |
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( |
) |
$ |
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$ |
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( |
) |
$ |
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||||||
Issuance of common stock |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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|||||
Interest earned on subscription notes receivable |
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|
- |
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