IRNT IronNet Inc

On November 14, 2022, IronNet, Inc. (the “Company”) expects to file a registration statement on Form S-3 under the Securities Act of 1933, as amended, to register up to $25,750,000 of the Company’s common stock, par value $0.0001 per share (the “Registration Statement”).

In connection with the expected filing of the Registration Statement and the expected incorporation by reference of the Company’s financial statements (and the related report of the Company’s independent registered public accounting firm) as part of the Registration Statement by reference to the Company’s Annual Report on Form 10-K for the year ended January 31, 2022 (the “Form 10-K”), the Company is refiling as (i) Exhibit 99.1 hereto Part II, Item 8, Financial Statements and Supplementary Data, which includes its consolidated financial statements that were previously included in the Form 10-K and the related report of the Company’s independent registered public accounting firm and (ii) Exhibit 99.2 hereto Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Form 10-K. The financial information filed as Exhibits 99.1 and 99.2 hereto is identical to that included in the Form 10-K other than (i) an update to “Liquidity and Capital Resources” in Part II, Item 7 and (ii) an update to “Liquidity” in Note 1 to the consolidated financial statements in Part II, Item 8. The updates reflect the change in our assessment that was made at the time of the filing of our Quarterly Report on Form 10-Q for the quarter ended July 31, 2022 (the “Form 10-Q”) as to whether substantial doubt exists about our ability to continue as a going concern. The report of the Company’s independent registered public accounting firm included in Exhibit 99.1 hereto likewise includes an explanatory paragraph relating to the Company’s ability to continue as a going concern. Other than as described in the preceding sentences, Exhibits 99.1 and 99.2 do not revise, modify, update or otherwise affect the Form 10-K.

This Form 8-K is being filed only for the purposes described above, and all other information in the Form 10-K remains unchanged. In order to preserve the nature and character of the disclosures set forth in the Form 10-K, the items included in Exhibits 99.1 and 99.2 of this Form 8-K have been updated solely for the matters described above. No attempt has been made in this Form 8-K to reflect other events or occurrences after the date of the filing of the Form 10-K on May 2, 2022, and it should not be read to modify or update other disclosures as presented in the Form 10-K. As a result, this Form 8-K should be read in conjunction with the Form 10-K and the Company’s filings made with the SEC subsequent to the filing of the Form 10-K. References in the attached exhibits to the Form 10-K or parts thereof refer to the Form 10-K for the year ended January 31, 2022, filed on May 2, 2022.