Washington, DC 20549



Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2023

IronNet, Inc.

(Exact name of registrant as specified in its charter)











(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer
Identification No.)


7900 Tysons One Place, Suite 400

McLean, VA 22102

(Address of principal executive offices, including zip code)


(443) 300-6761

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:






Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.0001 per share





The New York Stock Exchange

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share




The New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company

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.






Item 1.02 Termination of a Material Definitive Agreement.

On June 16, 2023, the IronNet, Inc. (the “Company”) received notice from Tumim Stone Capital LLC (“Tumim Stone”) of Tumim Stone’s election to terminate the Common Stock Purchase Agreement dated as of February 11, 2022 (the “Purchase Agreement”), between the Company and Tumim Stone, effective as of June 20, 2023. As previously reported, under the Purchase Agreement, Tumin Stone committed to purchase, subject to certain restrictions and limitations, up to $175 million of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Between February 11, 2022 and December 14, 2022, the Company issued an aggregate of 2,511,365 shares of Common Stock to Tumim Stone under the Purchase Agreement and received aggregate proceeds of $0.6 million. Pursuant to the restrictions set forth in the Purchase Agreement, the Company has been unable to sell any Common Stock under the Purchase Agreement since December 14, 2022.



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.













/s/ Cameron D. Pforr



Date: June 23, 2023

Cameron D. Pforr
Chief Financial Officer