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 | ||||
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; |
• |
changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; |
• |
the implementation, market acceptance and success of our business model and growth strategy; |
• |
our expectations and forecasts with respect to the size and growth of the cybersecurity industry and our products and services in particular; |
• |
the ability of our products and services to meet customers’ compliance and regulatory needs; |
• |
our ability to compete with others in the cybersecurity industry; |
• |
our ability to retain pricing power with our products; |
• |
our ability to grow our market share; |
• |
our ability to attract and retain qualified employees and management; |
• |
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; |
• |
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; |
• |
the impact of the COVID-19 pandemic on customer demands for our products; |
• |
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; |
• |
our future capital requirements and sources and uses of cash; |
• |
our ability to obtain funding for our operations and future growth; and |
• |
our business, expansion plans and opportunities. |
• | We have experienced rapid growth in recent periods, and if the 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 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 the 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 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 has identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, 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 |
95,347,493 (as of March 7, 2022) |
Shares of common stock outstanding after giving effect to the issuance of the shares registered hereunder |
143,850,818 (based on the total shares outstanding as of March 7, 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” |
• | 4,462,905 shares of common stock issuable upon the settlement of restricted stock units (“RSUs”) granted under the 2021 Equity Incentive Plan (the “2021 Plan”); |
• | 13,971,064 shares of common stock available for future issuance under the 2021 Plan; |
• | 1,317,178 shares of common stock issuable upon the exercise of outstanding options granted under the 2014 Stock Incentive Plan (the “2014 Plan”); |
• | 9,920,389 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”); |
• | 9,500 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 |
• | 8,606,473 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 Network Detection and Response (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 its 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, |
||||||||
2021 |
2020 |
|||||||
Customer A |
10 | % | * | |||||
Customer B |
* | 14 | % | |||||
Customer C |
* | 10 | % | |||||
Customer D |
* | 10 | % | |||||
Customer E |
* | 14 | % |
* | Less than 10% |
Nine Months Ended October 31, |
||||||||
2021 |
2020 |
|||||||
Customer A |
11 | % | * | |||||
Customer B |
11 | % | * | |||||
Customer C |
* | 10 | % | |||||
|
|
|
|
|||||
22 | % | 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 its 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 its 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 its 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 its 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 U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act and the UK Bribery Act 2010, 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; |
• | our operating and financial performance, quarterly or annual earnings relative to similar companies; |
• | 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 of directors 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 |
|||||||||
$3.00 |
48,503,325 | 34 | % | $ | 145,509,975 | |||||||
$3.608 (3) |
48,503,325 | 34 | % | $ | 174,999,997 | |||||||
$4.76 (4) |
36,764,706 | 28 | % | $ | 175,000,000 | |||||||
$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 95,347,493 shares outstanding as of March 7, 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 NYSE base price. |
(4) | The closing sale price of our common stock on March 8, 2022. |
• | continue to invest in research and development related to new technologies; |
• | increase our investment in marketing and advertising, as well as the sales and distribution infrastructure for our products and services; |
• | maintain and improve operational, financial, and management information systems; |
• | hire additional personnel; |
• | obtain, maintain, expand, and protect our intellectual property portfolio; and |
• | enhance internal functions to support our operations as a publicly-traded company. |
October 31, |
||||||||
2021 |
2020 |
|||||||
Recurring Software Customers |
74 | 25 | ||||||
Year-over-year growth |
196 | % | 47 | % |
January 31, |
||||||||
2021 |
2020 |
|||||||
Recurring Software Customers |
27 | 20 | ||||||
Year-over-year growth |
35 | % | 43 | % |
October 31, |
||||||||
2021 |
2020 |
|||||||
(in millions) | ||||||||
Annual recurring revenues |
$ | 27.5 | $ | 21.2 | ||||
Year-over-year growth |
30 | % | 32 | % |
January 31, |
||||||||
2021 |
2020 |
|||||||
(in millions) | ||||||||
Annual recurring revenues |
$ | 25.8 | $ | 15.0 | ||||
Year-over-year growth |
72 | % | 37 | % |
• | Numerator: We multiply the average total length of the contracts, measured in years or fractions thereof, by the respective revenue recognized for the applicable reporting period. |
• | Denominator: We use the revenue attributable to software and product customers for the same period used in the numerator. This effectively represents the revenue base that is being generated by those customers. |
October 31, |
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2021 |
2020 |
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(in years) | ||||||||
Dollar-based average contract length |
2.8 | 3.2 |
January 31, |
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2021 |
2020 |
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(in years) | ||||||||
Dollar-based average contract length |
2.9 | 3.5 |
Three Months Ended October 31, |
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2021 |
2020 |
2021 vs 2020 |
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($in millions) |
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Revenue |
$ | 6.9 | $ | 7.0 | (0.1 | ) | (1 | )% | ||||||||
Add: Total Deferred revenue, end of period |
30.1 | 23.0 | 7.1 | 31 | ||||||||||||
Less: Total Deferred revenue, beginning of period |
33.6 | 21.9 | 11.7 | 53 | ||||||||||||
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Calculated billings |
$ | 3.4 | $ | 8.1 | (4.7 | ) | (58 | )% | ||||||||
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Nine Months Ended October 31, |
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2021 |
2020 |
2021 vs 2020 |
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($in millions) |
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Revenue |
$ | 19.4 | $ | 21.8 | (2.4 | ) | (11 | )% | ||||||||
Add: Total Deferred revenue, end of period |
30.1 | 23.0 | 7.1 | 31 | ||||||||||||
Less: Total Deferred revenue, beginning of period |
34.0 | 20.3 | 13.7 | 67 | ||||||||||||
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Calculated billings |
$ | 15.5 | $ | 24.5 | (9.0 | ) | (37 | )% | ||||||||
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Three Months Ended October 31, |
Nine Months Ended October 31, |
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2021 |
2021 |
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($in thousands) |
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Net loss |
$ | (193,122 | ) | $ | (225,789 | ) | ||
Stock compensation expense (1) |
160,094 | 160,094 | ||||||
Change in fair value of warrants liabilities |
11,302 | 11,302 | ||||||
Transaction costs expense (2) |
1,556 | 2,328 | ||||||
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Non-GAAP Adjusted Net Loss |
$ | (20,170 | ) | $ | (52,065 | ) |
1. | Total stock based compensation of $160.1 million has been recorded within research and development of $20.9 million, sales and marketing of $49.3 million, and general and administrative expense of $89.9 million on the statement of operations |
2. | Transaction expenses have been recorded within general and administrative expense on the statement of operations |
Three Months Ended October 31, |
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2021 |
2020 |
Change $ |
Change% |
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($ in thousands) | ||||||||||||||||
Product, subscription and support revenue |
$ | 6,132 | $ | 5,958 | $ | 174 | 3 | % | ||||||||
Professional services revenue |
781 | 1,055 | (274 | ) | (26 | )% | ||||||||||
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Total revenue |
6,913 | 7,013 | (100 | ) | (1 | )% | ||||||||||
Cost of product, subscription and support revenue |
2,082 | 1,252 | 830 | 66 | % | |||||||||||
Cost of professional services revenue |
286 | 817 | (531 | ) | (65 | )% | ||||||||||
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Total cost of revenue |
2,368 | 2,069 | 299 | 14 | % | |||||||||||
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Gross profit |
4,545 | 4,944 | (399 | ) | (8 | )% | ||||||||||
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Operating expenses |
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Research and development |
28,144 | 5,687 | 22,457 | 395 | % | |||||||||||