UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| 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 |
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). | |
SIGNATURES
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.
| IRONNET, INC. | ||||||
| By: | /s/ Cameron Pforr | |||||
| Date: November 18, 2022 | Cameron Pforr Chief Financial Officer | |||||