Item 1.01 Entry into a Material Definitive Agreement.

On February 27, 2023, IronNet, Inc. (the "Company") issued a secured convertible promissory note in the principal amount of $2.25 million (the "Fourth C5 Note") to an entity affiliated with C5 Capital Limited ("C5"), a beneficial owner of more than 5% of the Company's outstanding common stock. The Fourth C5 Note has the same terms with respect to interest rate, maturity and conversion as the secured promissory notes previously issued to C5, and is otherwise on the same form of note that was attached as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on January 17, 2023. Consistent with the terms of the Amended and Restated Security Agreement previously entered into with C5, the form of which was attached as Exhibit 99.2 to the Company's Current Report on Form 8-K filed on January 4, 2023, the Company's obligations under the Fourth C5 Note are secured by substantially all of the assets of the Company, excluding the Company's intellectual property.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The Fourth C5 Note and the shares of Common Stock issuable upon conversion of the Fourth C5 Note will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.




Item 8.01 Other Events.

The Company and C5 previously entered into an agreement pursuant to which they agreed to a mutual exclusivity period to seek to negotiate definitive agreements with respect to a potential offer by C5 to acquire all of the outstanding common stock of the Company not presently owned by C5 and certain of its affiliates. Upon receipt of the funds and issuance of the Fourth C5 Note by the Company, the parties agreed to extend the exclusivity period until March 14, 2023.

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