false 0001777946 0001777946 2022-11-16 2022-11-16 0001777946 irnt:CommonStockParValue0.0001PerShare2Member 2022-11-16 2022-11-16 0001777946 irnt:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50PerShare1Member 2022-11-16 2022-11-16





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): November 16, 2022



IronNet, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-39125   83-4599446
(State or other jurisdiction
of incorporation)


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




Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   IRNT   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   IRNT.WS   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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Separation Agreement with Donald Closser

On November 16, 2022, IronNet, Inc. (the “Company”) and Donald Closser, the Company’s Chief Product Officer, mutually agreed to Mr. Closser’s separation from the Company, effective as of November 18, 2022 (the “Separation Date”). The Company will not fill the vacancy at this time, and GEN (Ret.) Keith Alexander, Founder and Chief Executive Officer, will oversee the Company’s product function. The Company and Mr. Closser also entered into a Separation Agreement (the “Separation Agreement”) pursuant to which Mr. Closser has agreed to provide the Company with a full release of claims and provide transition services as may be requested by the Company. Pursuant to the Separation Agreement, and subject to Mr. Closser allowing the release to become irrevocable, the Company has agreed to provide Mr. Closser the following severance benefits:



if Mr. Closser timely elects continued health insurance coverage under COBRA, the Company will pay, subject to applicable regulations, the COBRA premium payments on Mr. Closser’s behalf sufficient to continue coverage for Mr. Closser and his covered dependents at its current level for up to six (6) months or, if earlier, until such time as Mr. Closser becomes eligible for health insurance at another employer or is otherwise ineligible for COBRA; and



acceleration of vesting and settlement of restricted stock units (“RSUs”) held by Mr. Closser covering a total of 398,868 shares of common stock that were outstanding as of the Separation Date and had been granted pursuant to the Company’s 2014 Stock Incentive Plan and 2021 Equity Incentive Plan, respectively; the shares of common stock will be granted to Mr. Closser upon settlement of the RSUs no later than December 31, 2022, and all of Mr. Closser’s remaining RSUs that were not vested as of the Separation Date will be forfeited.

The severance benefits payable to Mr. Closser under the Separation Agreement are in lieu of any severance payments and other benefits to which Mr. Closser would have otherwise been entitled to under the terms of his Employment Agreement with the Company dated September 19, 2019 (the “Employment Agreement”), with the exception of certain change of control protections set forth in the Employment Agreement. The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits




Exhibit Description

10.1    Separation Agreement, dated as of November 18, 2022, by and between the registrant and Donald Closser.
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).


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 Pforr

Date: November 18, 2022       Cameron Pforr
Chief Financial Officer