SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
IronNet,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
46323Q105
(CUSIP
Number)
December
31, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 46323Q105 |
|
13G |
|
Page
2 of 10 Pages |
|
|
1. |
NAMES
OF REPORTING PERSONS
3i, LP |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE
ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% (1) |
12. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
(1) This constitutes an exit filing for the reporting person.
CUSIP No. 46323Q105 |
|
13G |
|
Page 3 of 10 Pages |
|
|
1. |
NAMES OF REPORTING PERSONS
Tumim Stone Capital LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
297,001 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
297,001 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,001 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1% (1) |
12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
(1) This constitutes an exit filing for the reporting person. Based on 121,506,784 shares of common stock, par
value $0.0001 per share, of the issuer (the “Common Stock”), as disclosed in the issuer’s Amendment No. 1 to
Annual Report on Form 10-K for the fiscal year ended January 31, 2023, filed with the U.S. Securities and Exchange Commission on January
31, 2024 (the “Form 10-K”).
CUSIP
No. 46323Q105 |
|
13G |
|
Page 4 of 10 Pages |
|
|
1. |
NAMES
OF REPORTING PERSONS
3i Management LLC |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE
ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
297,001 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
297,001 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,001 |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1% (1) |
12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
(1) This constitutes an exit filing for
the reporting person. Based on 121,506,784 shares of Common Stock, as disclosed in the Form 10-K.
CUSIP
No. 46323Q105 |
|
13G |
|
Page 5 of 10 Pages
|
|
|
1. |
NAMES
OF REPORTING PERSONS
Maier Joshua Tarlow |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE
ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
297,001 |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
297,001 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,001 |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1% (1) |
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1) This constitutes an exit filing for
the reporting person. Based on 121,506,784 shares of Common Stock, as disclosed in the Form 10-K.
CUSIP
No. 46323Q105 |
|
13G |
|
Page 6 of 10 Pages
|
This Amendment No. 1 to Statement on Schedule
13G (this “Amendment”) amends and supplements the Statement on Schedule 13G filed by the reporting persons with
the U.S. Securities and Exchange Commission (“SEC”) on May 26, 2023 (the “Statement”). The
purpose of this Amendment is to (i) update the beneficial ownership information on the cover pages and in Item 4 in the Statement,
including to indicate that each of the reporting persons have ceased to be the beneficial owner of more than five percent of the
outstanding shares of the outstanding common stock of the issuer and to amend Item 5 of the Statement accordingly, (ii) amend the
Statement to add an additional reporting person to the Statement and amend Items 2(a) and 4 accordingly, and (iii) amend Items
1(b) and 2(b) of the Statement. This Amendment constitutes an exit filing for each of the reporting persons.
Item
1(a). Name of Issuer:
IronNet,
Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices:
The Issuer’s principal executive offices are located at
6 Waelchli Ave, #7395, Halethorpe, MD 21227-9998.
Item
2(a). Names of Persons Filing:
This statement is filed by: |
|
|
|
(i) |
3i, LP, a Delaware limited
partnership (“3i”); |
|
|
|
|
(ii) |
Tumim Stone Capital LLC, a Delaware limited liability company (“Tumim”);
|
|
|
|
(iii) |
3i Management LLC, a Delaware limited liability
company (“3i Management”); and |
|
|
|
(iv) |
Maier Joshua Tarlow (“Mr. Tarlow”). |
The foregoing persons are hereinafter sometimes
collectively referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into
a Joint Filing Agreement, a copy of which is filed with this Amendment as Exhibit 1, pursuant to which they have agreed to file
this Amendment and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment should not
be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
Item
2(c). Citizenship:
Tumim is a Delaware limited liability company.
3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United
States.
Item
2(d). Title of Class of Securities:
The title of the class of securities to
which the Statement and this Amendment relates is the Issuer’s common stock, par value $0.0001 per share.
Item
2(e). CUSIP Number: 46323Q105
CUSIP No.
46323Q105 |
|
13G |
|
Page 7
of 10 Pages |
Item
3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is
a:
Not
applicable.
Item
4. Ownership.
(a)
Amount beneficially owned:
| ● | 3i
– 0 |
| | |
| ●
| Tumim – 297,001
|
(b)
Percent of class:
| ● | 3i
– 0% |
| | |
| ●
| Tumim – Less than 1%
|
| ● | 3i Management – Less than 1% |
| ● | Mr. Tarlow – Less than 1% |
(c) Number of shares as to which the Reporting Person
has:
| (i) | Sole
power to vote or direct the vote - 0 |
| (ii) | Shared
power to vote or direct the vote - 0 |
| (iii) | Sole
power to dispose or to direct the disposition of - 0 |
| (iv) | Shared
power to dispose or to direct the disposition of - 0 |
|
(i) |
Sole power to vote or direct the vote - 0 |
|
(ii) |
Shared power to vote or direct the vote - 297,001 |
|
(iii) |
Sole power to dispose or to direct the disposition of - 0 |
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of - 297,001 |
| (i) | Sole
power to vote or direct the vote - 0 |
| (ii) | Shared
power to vote or direct the vote - 297,001
|
| (iii) | Sole
power to dispose or to direct the disposition of - 0 |
| (iv) | Shared power to dispose or to direct the disposition of - 297,001 |
| (i) | Sole
power to vote or direct the vote - 0 |
| (ii) | Shared power to vote or direct the vote - 297,001 |
| (iii) | Sole
power to dispose or to direct the disposition of - 0 |
| (iv) | Shared power to dispose or to direct the disposition of - 297,001 |
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
CUSIP
No. 46323Q105 |
|
13G |
|
Page 8 of 10 Pages |
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
By signing below each of the Reporting
Persons certify that, to the best of each of their knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
CUSIP
No. 46323Q105 |
|
13G |
|
Page 9
of 10 Pages |
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
February 12, 2024
|
Tumim Stone Capital LLC |
|
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By: |
3i Management LLC, |
|
|
its Manager |
|
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|
By: |
/s/ Maier J.
Tarlow |
|
|
Name: Maier J. Tarlow |
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|
Title: Manager |
|
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|
3i, LP |
|
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|
By: |
3i Management LLC, |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Maier J.
Tarlow |
|
|
Name: Maier J. Tarlow |
|
|
Title: Manager |
|
|
|
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3i Management LLC |
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|
|
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By: |
/s/ Maier J.
Tarlow |
|
|
Name: Maier J. Tarlow |
|
|
Title: Manager |
|
|
|
|
/s/
Maier J. Tarlow |
|
Maier J. Tarlow |
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CUSIP
No. 46323Q105 |
|
13G |
|
Page 10 of 10 Pages |
EXHIBIT
1
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The undersigned acknowledge and agree that
the foregoing Amendment No. 1 to Statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to such Statement on Schedule 13G, as amended, shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein,
but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that
he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree that this Joint
Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute one and the same instrument.
Date: February 12, 2024 |
Tumim Stone Capital LLC |
|
|
|
|
By: |
3i Management LLC, |
|
|
its Manager |
|
|
|
|
By: |
/s/ Maier J. Tarlow |
|
|
Name: Maier J. Tarlow |
|
|
Title: Manager |
|
|
|
|
3i, LP |
|
|
|
|
By: |
3i Management LLC, |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Maier J. Tarlow |
|
|
Name: Maier J. Tarlow |
|
|
Title: Manager |
|
|
|
|
3i Management LLC |
|
|
|
|
By: |
/s/ Maier J. Tarlow |
|
|
Name: Maier J. Tarlow |
|
|
Title: Manager |
|
|
|
|
/s/ Maier J. Tarlow |
|
Maier J. Tarlow |
|
|
|
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