Current Report Filing (8-k)
December 28 2022 - 4:40PM
Edgar (US Regulatory)
false 0001777946 0001777946 2022-12-21 2022-12-21 0001777946 irnt:CommonStockParValue0.0001PerShare2Member 2022-12-21 2022-12-21 0001777946 irnt:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50PerShare1Member 2022-12-21 2022-12-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2022
IronNet, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-39125 |
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83-4599446 |
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(Commission File Number) |
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(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)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
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IRNT |
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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 |
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IRNT.WS |
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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 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed in a Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission (the “SEC”) on December 16, 2022, IronNet, Inc. (the “Company”) was unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2022 (the “Q3 Form 10-Q”) by the prescribed due date. On December 21, 2022, the Company received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual (the “Listing Standard”), which requires timely filing of all required periodic reports with the SEC, as a result of its failure to timely file the Q3 Form 10-Q.
The Notice states that, under NYSE rules, the Company will have six months from December 20, 2022, or until June 20, 2023 (the “Initial Deadline”), to file the Q3 Form 10-Q with the SEC. The Company can regain compliance with the Listing Standard at any time prior to the Initial Deadline by filing the Q3 Form 10-Q. If the Company fails to file the Q3 Form 10-Q before the Initial Deadline, the Company may submit a request for the NYSE’s consideration to allow in its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances.
If the NYSE determines that an additional six-month trading period is not appropriate, suspension and delisting procedures will commence pursuant to Section 804.00 of the NYSE Listed Company Manual. If the NYSE determines that an additional trading period of up to six months is appropriate and the Company fails to regain compliance by the end of that period, suspension and delisting procedures will generally commence.
| Item 7.01. |
Regulation FD Disclosure. |
On December 28, 2022, the Company issued a press release announcing that it had received the Notice. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information provided in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits. |
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.
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IRONNET, INC. |
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By: |
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/s/ Cameron Pforr |
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Cameron Pforr |
| Date: December 28, 2022 |
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Chief Financial Officer |
IronNet (NYSE:IRNT)
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