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 William Welch
As previously reported in a Current Report on Form 8-K filed on September 15, 2022, William E. Welch, co-Chief Executive Officer of IronNet, Inc. (the “Company”) agreed with the Company’s board of directors (the “Board”) that he would resign from that position and as a member of the Board. On September 30, 2022, Mr. Welch resigned as co-Chief Executive Officer and as a director, each effective as of that date, and entered into a Separation Agreement (the “Separation Agreement”), also effective as of that date (the “Separation Date”), pursuant to which Mr. Welch has agreed to provide the Company with a full release of claims. Pursuant to the Separation Agreement, and subject to Mr. Welch allowing the release to become irrevocable, the Company has agreed to provide Mr. Welch the following severance benefits:
| • | if Mr. Welch timely elects continued health insurance coverage under COBRA, the Company will pay, subject to applicable regulations, the COBRA premium payments sufficient to continue coverage for Mr. Welch and his covered dependents at its current level for up to twelve (12) months or, if earlier, until such time as Mr. Welch becomes eligible for health insurance at another employer or through self-employment or the expiration of eligibility for continuation coverage under COBRA; and |
| • | the Company will accelerate the vesting of restricted stock units (“RSUs”) held by Mr. Welch covering a total of 3,151,319 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; the shares of common stock will be granted to Mr. Welch upon settlement of the RSUs no later than December 31, 2022, and all of Mr. Welch’s remaining RSUs that were not vested as of the Separation Date will be forfeited. |
The severance benefits payable to Mr. Welch under the Separation Agreement supersede any severance payments and other benefits to which Mr. Welch would have been entitled under the terms of his Employment Agreement with the Company dated February 7, 2019. 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 September 30, 2022, by and between the registrant and William E. Welch. | |
| 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: October 4, 2022 | Cameron Pforr Chief Financial Officer | |||||