Cover
Cover - shares shares in Thousands | 9 Months Ended | |
Oct. 31, 2022 | May 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Fiscal Year Focus | 2022 | |
Document Period End Date | Oct. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39125 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Registrant Name | IronNet, Inc. | |
Entity Tax Identification Number | 83-4599446 | |
Entity Address, Address Line One | 7900 Tysons One Place | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | McLean | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22102 | |
Entity Central Index Key | 0001777946 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
City Area Code | 443 | |
Local Phone Number | 300-6761 | |
Entity Common Stock, Shares Outstanding | 111,775,430 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | IRNT | |
Security Exchange Name | NYSE | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | IRNT.WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 8,228 | $ 47,673 |
Accounts receivable | 2,576 | 1,991 |
Unbilled receivable | 431 | 4,637 |
Related party receivables | 1,283 | 3,233 |
Accounts and related party receivables | 4,290 | 9,861 |
Inventory | 4,117 | 4,581 |
Deferred costs | 3,249 | 2,599 |
Prepaid warranty | 1,151 | 829 |
Prepaid expenses | 2,923 | 3,660 |
Other current assets | 2,099 | 1,458 |
Total current assets | 26,057 | 70,661 |
Deferred costs | 3,698 | 3,243 |
Property and equipment, net | 6,014 | 5,606 |
Prepaid warranty | 1,047 | 1,229 |
Deposits and other assets | 2,440 | 493 |
Total assets | 39,256 | 81,232 |
Current liabilities: | ||
Accounts payable | 7,336 | 2,348 |
Accrued expenses | 9,794 | 4,709 |
Deferred revenue | 18,329 | 16,049 |
Deferred rent | 0 | 159 |
Convertible notes payable | 9,128 | 0 |
Conversion feature on convertible notes payable | 774 | 0 |
Income tax payable | 363 | 542 |
Other current liabilities | 1,374 | 689 |
Total current liabilities | 47,098 | 24,496 |
Deferred revenue | 11,906 | 17,517 |
Deferred rent | 0 | 769 |
Warrants | 1 | 7 |
Other long-term liabilities | 2,203 | 0 |
Total liabilities | 61,208 | 42,789 |
Stockholders' (deficit) equity | ||
Preferred stock, $0.0001 par value; 100,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock; $0.0001 par value; 500,000 shares authorized; 103,708 and 88,876 shares issued and outstanding at October 31, 2022 and January 31, 2022, respectively | 10 | 9 |
Additional paid-in capital | 489,105 | 455,849 |
Accumulated other comprehensive income | 212 | 271 |
Accumulated deficit | (511,279) | (417,686) |
Total stockholders' (deficit) equity | (21,952) | 38,443 |
Total liabilities and stockholders' (deficit) equity | $ 39,256 | $ 81,232 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Oct. 31, 2022 | Jan. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 103,708,000 | 88,876,000 |
Common stock, shares outstanding | 103,708,000 | 88,876,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Total revenue | $ 6,988 | $ 6,913 | $ 20,283 | $ 19,365 |
Total cost of revenue | 4,289 | 2,368 | 9,272 | 6,122 |
Gross Profit | 2,699 | 4,545 | 11,011 | 13,243 |
Operating expenses | ||||
Research and development | 6,804 | 24,455 | 27,246 | 38,917 |
Sales and marketing | 7,774 | 51,244 | 27,194 | 66,095 |
General and administrative | 19,723 | 79,735 | 48,742 | 91,419 |
Total operating expenses | 34,301 | 155,434 | 103,182 | 196,431 |
Operating loss | (31,602) | (150,889) | (92,171) | (183,188) |
Interest expense | (320) | (710) | (482) | (1,060) |
Other income | 493 | 4 | 55 | 19 |
Other expense | (581) | (18) | (995) | (29) |
Change in fair value of warrant liabilities | 3 | (11,302) | 6 | (11,302) |
Loss before income taxes | (32,007) | (162,915) | (93,587) | (195,560) |
Benefit from (provision for) income taxes | (2) | (34) | (6) | (56) |
Net loss | $ (32,009) | $ (162,949) | $ (93,593) | $ (195,616) |
Basic and diluted net loss per common share | $ (0.30) | $ (1.87) | $ (0.92) | $ (2.64) |
Basic and diluted net loss per common share | $ (0.30) | $ (1.87) | $ (0.92) | $ (2.64) |
Weighted average shares outstanding, basic and diluted | 105,033 | 87,178 | 101,925 | 74,001 |
Weighted average shares outstanding, basic and diluted | 105,033 | 87,178 | 101,925 | 74,001 |
Product Subscription And Support Revenue [Member] | ||||
Total revenue | $ 6,674 | $ 6,132 | $ 19,331 | $ 18,038 |
Total cost of revenue | 4,206 | 2,082 | 8,875 | 5,505 |
Professional Services Revenue [Member] | ||||
Total revenue | 314 | 781 | 952 | 1,327 |
Total cost of revenue | $ 83 | $ 286 | $ 397 | $ 617 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (32,009) | $ (162,949) | $ (93,593) | $ (195,616) |
Foreign currency translations adjustment, net of tax | 206 | 303 | (58) | 228 |
Comprehensive loss | $ (31,803) | $ (162,646) | $ (93,651) | $ (195,388) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Public Warrants [Member] | Private Warrants [Member] | Common Stock [Member] | Common Stock [Member] Public Warrants [Member] | Common Stock [Member] Private Warrants [Member] | Additional Paid-in Capital | Additional Paid-in Capital Public Warrants [Member] | Additional Paid-in Capital Private Warrants [Member] | (Accumulated Deficit)/ Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Subscription Notes Receivables |
Beginning Balance at Jan. 31, 2021 | $ 5,026 | $ 7 | $ 180,853 | $ (175,039) | $ 40 | $ (835) | ||||||
Beginning Balance (in Shares) at Jan. 31, 2021 | 66,934 | |||||||||||
Issuance of common stock | 305 | $ 330 | $ 21,492 | 305 | $ 330 | $ 21,492 | ||||||
Issuance of common stock (in Shares) | 598 | 29 | 3,188 | |||||||||
Merger recapitalization (in Shares) | 4,555 | |||||||||||
Merger recapitalization | (12,026) | $ 1 | (12,027) | |||||||||
Issuance of PIPE Shares (in Shares) | 12,500 | |||||||||||
Issuance of PIPE Shares | 109,858 | $ 1 | 109,857 | |||||||||
Issuance of merger earnout shares (In Shares) | 1,078 | |||||||||||
Interest earned on subscription notes receivable | 8 | 8 | (8) | |||||||||
Settlement of related party loan receivable for common shares (in Shares) | (108) | |||||||||||
Settlement of related party loan receivable for common shares | (1,075) | (1,075) | ||||||||||
Shares repurchase related to payment of subscription notes receivables (in Shares) | (55) | |||||||||||
Shares repurchase related to payment of subscription notes receivables | 293 | (550) | 843 | |||||||||
Stock-based compensation | 129,983 | 129,983 | ||||||||||
Net loss | (195,616) | (195,616) | ||||||||||
Foreign currency translation adjustment, net of tax | 228 | 228 | ||||||||||
Ending Balance at Oct. 31, 2021 | 58,798 | $ 9 | 429,176 | (370,655) | 268 | |||||||
Ending Balance (in Shares) at Oct. 31, 2021 | 88,719 | |||||||||||
Beginning Balance at Jul. 31, 2021 | (27,101) | $ 7 | 181,181 | (207,706) | (35) | (548) | ||||||
Beginning Balance (in Shares) at Jul. 31, 2021 | 67,502 | |||||||||||
Issuance of common stock | 10 | $ 330 | $ 21,492 | 10 | $ 330 | $ 21,492 | ||||||
Issuance of common stock (in Shares) | 30 | 29 | 3,188 | |||||||||
Merger recapitalization (in Shares) | 4,555 | |||||||||||
Merger recapitalization | (12,026) | $ 1 | (12,027) | |||||||||
Issuance of PIPE Shares (in Shares) | 12,500 | |||||||||||
Issuance of PIPE Shares | 109,858 | $ 1 | 109,857 | |||||||||
Issuance of merger earnout shares (In Shares) | 1,078 | |||||||||||
Interest earned on subscription notes receivable | 2 | (2) | ||||||||||
Settlement of related party loan receivable for common shares (in Shares) | (108) | |||||||||||
Settlement of related party loan receivable for common shares | (1,075) | (1,075) | ||||||||||
Settlement of notes receivable for common shares (In Shares) | (55) | |||||||||||
Settlement of notes receivable for common shares | (550) | $ 550 | ||||||||||
Stock-based compensation | 129,956 | 129,956 | ||||||||||
Net loss | (162,949) | (162,949) | ||||||||||
Foreign currency translation adjustment, net of tax | 303 | 303 | ||||||||||
Ending Balance at Oct. 31, 2021 | 58,798 | $ 9 | 429,176 | (370,655) | 268 | |||||||
Ending Balance (in Shares) at Oct. 31, 2021 | 88,719 | |||||||||||
Beginning Balance at Jan. 31, 2022 | $ 38,443 | $ 9 | 455,849 | (417,686) | 271 | |||||||
Beginning Balance (in Shares) at Jan. 31, 2022 | 88,876 | |||||||||||
Exercise of stock options and settlement of restricted stock units (share) | 420 | 14,847 | ||||||||||
Exercise of stock options and settlement of restricted stock units | $ 272 | $ 1 | 271 | |||||||||
Statutory tax withholding related to net-share settlement of restricted stock units (in shares) | (15) | |||||||||||
Statutory tax withholding related to net-share settlement of restricted stock units | (91) | (91) | ||||||||||
Interest earned on subscription notes receivable | 0 | |||||||||||
Settlement of related party loan receivable for common shares | 0 | |||||||||||
Stock-based compensation | 33,075 | 33,075 | ||||||||||
Net loss | (93,593) | (93,593) | ||||||||||
Foreign currency translation adjustment, net of tax | (58) | (58) | ||||||||||
Ending Balance at Oct. 31, 2022 | (21,952) | $ 10 | 489,105 | (511,279) | 212 | |||||||
Ending Balance (in Shares) at Oct. 31, 2022 | 103,708 | |||||||||||
Beginning Balance at Jul. 31, 2022 | (4,707) | $ 10 | 474,547 | (479,270) | 6 | |||||||
Beginning Balance (in Shares) at Jul. 31, 2022 | 101,649 | |||||||||||
Exercise of stock options and settlement of restricted stock units (share) | 2,059 | |||||||||||
Exercise of stock options and settlement of restricted stock units | 66 | 66 | ||||||||||
Stock-based compensation | 14,492 | 14,492 | ||||||||||
Net loss | (32,009) | (32,009) | ||||||||||
Foreign currency translation adjustment, net of tax | 206 | 206 | ||||||||||
Ending Balance at Oct. 31, 2022 | $ (21,952) | $ 10 | $ 489,105 | $ (511,279) | $ 212 | |||||||
Ending Balance (in Shares) at Oct. 31, 2022 | 103,708 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 31, 2021 USD ($) | Oct. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | ||
Other comprehensive income loss foregin currency translation adjustment net of tax | $ 0 | $ 0 |
Exchange ratio | 0.8141070 | 0.8141070 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (93,593) | $ (195,616) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,815 | 659 |
Gain on sale of fixed assets | (11) | (1) |
Loss of disposal of fixed assets | 64 | 0 |
Employee stock based compensation | 33,075 | 129,983 |
Change in fair value of warrant liabilities | (6) | 11,302 |
Change in fair value of commitment fee | 421 | 0 |
Conversion option accretion | 106 | 0 |
Non-cash interest expense | 381 | 1,061 |
Non-cash interest income on amounts due from stockholder | 0 | (8) |
Excess in inventory reserve adjustment | 1,372 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and related party receivable | 5,572 | (7,163) |
Deferred costs | (1,105) | 388 |
Inventories | (908) | (492) |
Prepaid expenses | 736 | (3,157) |
Other current assets | (271) | 0 |
Prepaid warranty | (140) | 205 |
Deposits and other assets | 753 | (194) |
Accounts payable | 4,988 | 1,151 |
Accrued expenses | (2,463) | 2,552 |
Income tax payable | (178) | 47 |
Other liabilities | (3) | 0 |
Deferred rent | 0 | (100) |
Deferred revenue | (3,331) | 245 |
Warrants | 0 | 43 |
Operating lease liability | (831) | 0 |
Net cash used in operating activities | (53,557) | (59,095) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (2,100) | (2,385) |
Proceeds from the sale of fixed assets | 11 | 228 |
Net cash used in investing activities | (2,089) | (2,156) |
Cash Flows from Financing Activities: | ||
Exercise of stock options and settlement of restricted stock units | 272 | 0 |
Statutory tax withholding related to net-share settlement of restricted stock units | (91) | 0 |
Cash received to fund employee tax obligation for vested RSUs | 19,607 | 0 |
Cash remitted to fund employee tax obligation for vested RSUs | (11,398) | 0 |
Payment of equity line commitment fee | (1,750) | 0 |
Proceeds from issuance of convertible notes | 10,000 | 0 |
Payment of debt issuance costs | (284) | 0 |
Payment of finance lease obligations | (96) | 0 |
Proceeds from Issuance of Common Stock | 0 | 634 |
Proceeds from borrowing under SVB bridge loan | 0 | 15,000 |
Payment of SVB bridge loan | 0 | (15,000) |
Payment of PPP loan | 0 | (5,580) |
Merger Recapitalization | 0 | 4,214 |
Proceeds from issuance of PIPE shares | 0 | 125,000 |
Payment of merger transaction costs | 0 | (21,179) |
Proceeds from stock subscriptions | 0 | 292 |
Net cash provided by financing activities | 16,260 | 103,381 |
Effect of exchange rate changes on cash and cash equivalents | (59) | 218 |
Net change in cash and cash equivalents | (39,445) | 42,348 |
Cash and Cash Equivalents | ||
Beginning of the period | 47,673 | 31,543 |
End of the period | 8,228 | 73,891 |
Supplemental disclosure of non-cash investing and financing activities | ||
Interest earned on subscription notes receivable | 0 | 8 |
Unpaid purchases of property and equipment | 0 | (1,306) |
Non-cash settlement of related party loan receivable for common shares | $ 0 | $ (1,075) |
Organization and Summary of Cha
Organization and Summary of Changes in Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Summary of Changes in Significant Accounting Policies | 1. Organization and Summary of Changes in Significant Accounting Policies IronNet, Inc., formerly known as LGL Systems Acquisition Corporation (“Legacy LGL”), was incorporated in the state of Delaware on April 30, 2019 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. On March 15, 2021, Legacy LGL entered into an Agreement and Plan of Reorganization and Merger (“Merger Agreement”), as amended on August 6, 2021, by and among Legacy LGL, LGL Systems Merger Sub Inc. (the “Merger Sub”) and IronNet Cybersecurity, Inc. (“Legacy IronNet”). On August 26, 2021, the Merger Agreement was consummated and the Merger was completed (the “Merger”). In connection with the Merger, Legacy LGL changed its name to IronNet, Inc., and the New York Stock Exchange (“NYSE”) ticker symbols for its Class A common stock and warrants were changed to “IRNT” and “IRNT.WS” respectively. The Merger was accounted for as a reverse recapitalization. Under this method of accounting, Legacy LGL has been treated as the acquired company for financial reporting purposes. This determination was primarily based on Legacy IronNet's existing stockholders being the majority stockholders and holding majority voting power in the combined company, Legacy IronNet's senior management comprising the majority of the senior management of the combined company, and Legacy IronNet's ongoing operations comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Legacy IronNet issuing shares for the net assets of Legacy LGL, accompanied by a recapitalization. The net assets of Legacy LGL were recognized at fair value (which was consistent with carrying value), with no goodwill or other intangible assets recorded . As a result of Legacy IronNet being the accounting acquirer in the Merger, the financial reports filed with the SEC by the Company subsequent to the Merger are prepared as if Legacy IronNet is the accounting predecessor of the Company. The historical operations of Legacy IronNet are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Legacy IronNet prior to the Merger; (ii) the consolidated results of the Company, following the Merger on August 26, 2021; (iii) the assets and liabilities of Legacy IronNet at their historical cost; and (iv) the Company’s equity structure for all periods presented. The recapitalization of the number of shares of common stock is reflected retroactively to the earliest period presented based on the exchange ratio established in the Merger and will be utilized for calculating loss per share in all prior periods presented. The exchange ratio in the Merger was 0.8141070 of a sh are of Company common stock per fully-diluted share of Legacy IronNet common stock. Throughout the notes to the consolidated financial statements, unless otherwise noted, "we," "us," "our," "IronNet," the "Company," and similar terms refer to Legacy IronNet and its subsidiaries prior to the consummation of the Merger, and IronNet, Inc. and our subsidiaries after the Merger. Basis of Presentation and Principles of Consolidation The interim condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. These unaudited interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements of IronNet, Inc. and accompanying notes thereto included in the Company's Annual Report on Form 10-K for the year ended January 31, 2022, as updated by the Company's Current Report on Form 8-K filed on November 14, 2022. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Company’s fiscal year ends on January 31. References to fiscal 2023, for example, refer to the fiscal year ending January 31, 2023. The results of operations for the three and nine months ended October 31, 2022 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending January 31, 2023 or any future period. The accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments (except as otherwise noted), necessary for a fair statement of the Company’s financial position as of October 31, 2022, its results of operations for the three and nine months ended October 31, 2022 and 2021, changes in stockholders’ equity for the three and nine months ended October 31, 2022 and 2021, and cash flows for the nine months ended October 31, 2022 and 2021 . Certain prior-period amounts have been reclassified in the accompanying condensed consolidated financial statements and notes thereto in order to conform to the current period presentation. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions include, but are not limited to, the period of benefit for deferred commissions, the useful life of property and equipment, stock-based compensation expense, fair value of warrants, fair value of conversion options of debt, and income taxes. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying condensed consolidated financial statements. Liquidity As of October 31, 2022, the Company had cash and cash equivalents of $ 8,228 , accounts receivables of $ 4,290 , accounts payable and accrued expenses of $ 17,130 , including $ 7,261 due to taxing authorities, and $ 10,300 in principal amounts owed on convertible debt. In February 2022, the Company entered into an equity line with Tumim Stone Capital, LLC (“Tumim”) under which the Company may, in its discretion, sell shares of its common stock to Tumim subject to various conditions and limitations set forth in the purchase agreement with Tumim. In November and December 2022, the Company issued shares of common stock to Tumim for net proceeds of $ 586 . The Company is not currently able to raise additional funds under the equity line with Tumim. On September 14, 2022, the Company entered into a Securities Purchase Agreement ("SPA") with 3i LP, or 3i, which is an affiliate of Tumim, pursuant to which the Company agreed to sell and issue senior unsecured convertible promissory notes (the "Convertible Notes") to 3i in the aggregate principal amount of up to $ 25,750 . On September 15, 2022, the Company issued a Convertible Note to 3i in the principal amount of $ 10,300 , net of discount for cash proceeds of $ 10,000 . The Company may, subject to a number of conditions set forth in the SPA with 3i, including specified minimum trading prices and trading volumes, and the repayment or conversion of a specified portion of the initial Convertible Note, borrow an additional $ 15,450 from 3i on the same terms and conditions as set forth in the initial Convertible Note. As of the date of this report, the conditions to the additional borrowing have not been met. See Note 10 for more information. Between December 14, 2022 and April 20, 2023, the C ompany issued secured promissory notes in an aggregate principal amount of $ 7,200 to a total of eight lenders including directors of the Company. On January 11, 2023, January 12, 2023, February 8, 2023, February 27, 2023 and April 13, 2023, the Company issued secured convertible promissory notes in the aggregate principal amount of $ 11,845 to an entity affiliated with C5 Capital Limited (“C5”), a beneficial owner of more than 5 % of the Company’s outstanding common stock. See Note 16 for more information. The Company’s future capital requirements will depend on many factors, including, but not limited to the rate of its growth, its ability to attract and retain customers and their willingness and ability to pay for the Company's products and services, and the timing and extent of spending to support its multiple and ongoing efforts to market and continue to develop its products. Further, the Company may enter into future arrangements to acquire or invest in businesses, products, services, strategic partnerships, and technologies. The Company needs additional equity or debt financing in order to continue its operations, which it may not be able to raise on terms acceptable to it or at all. If additional funds are not available to the Company on acceptable terms, or at all, the Company’s business, financial condition, and results of operations would be adversely affected. During the third quarter of fiscal 2023, the Company undertook a restructuring that reduced its headcount by approximately 28 %. Refer to Note 3 for additional information. Subsequent to the end of the quarter, the Company undertook additional actions to reduce its operating expenses and preserve its cash. The Company has continued to reduce its expenses and restructure its operations in a continued effort to reduce its capital requirement. Despite the Company’s current operating plans to focus its business, reduce its expenses, improve its margins and mitigate uncertainties related to the foregoing, management believes that the Company does not have sufficient cash and cash equivalents on hand to support current operations for at least one year from the date of issuance of these consolidated financial statements without additional financing. Management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. Based on its current planned operations, in the absence of additional sources of liquidity, management anticipates that the Company’s existing cash and cash equivalents and anticipated cash flows from operations will not be sufficient to meet the Company’s operating and liquidity needs for any meaningful period of time following the date of this report. In the event the Company determines that additional sources of liquidity will not be available to it or will not allow it to meet its obligations as they become due, the Company may need to file a voluntary petition for relief under the United States Bankruptcy Code in order to implement a plan of reorganization, court-supervised sale, and/or liquidation. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). This standard requires a new method for recognizing credit losses that is referred to as the current expected credit loss (“CECL”) method. The CECL method requires the recognition of all losses expected over the life of a financial instrument upon origination or purchase of the instrument, unless the Company elects to recognize such instruments at fair value with cha nges in profit and loss (the fair value option). This standard is effective for the Company for the earlier of the fiscal years beginning after December 15, 2022 or the time at which the Company no longer qualifies as an emerging growth company ("EGC") under SEC rules. Management is currently evaluating the potential impact of this guidance on its financial statements. New Accounting Pronouncement Adopted in Fiscal 2023 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“Topic 842”), which outlines a comprehensive lease accounting model that supersedes the previous lease guidance. The guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements , which provides the option of an additional transition method that allows entities to initially apply the new lease guidance at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard on February 1, 2022 using the modified retrospective basis. Using the modified retrospective approach, the Company determined an incremental borrowing rate at the date of adoption based on the total lease term and total minimum rental payments. The modified retrospective approach provides a method for recording existing leases at adoption with a cumulative adjustment to retained earnings. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any expired or existing leases as of the effective date. The Company also elected the practical expedient to use hindsight when determining the lease term, and the practical expedient lease considerations to not allocate lease considerations between lease and non-lease components for real estate leases. As such, real estate lease considerations are treated as a single lease-component and accounted for accordingly. The Company excludes leases with an initial term of 12 months or less from the application of Topic 842. Adoption of the new standard resulted in the recor ding of $ 974 and $ 2,654 of current operating lease liabilities and long-term operating lease liabilities, respectively, and $ 2,685 in corresponding right-of-use (“ROU”) lease assets on that date. The difference between the approximate value of the ROU lease assets and lease liabilities is attributable to deferred rent, which is comprised of tenant improvement allowance and rent abatement. The adoption of the new standard also resulted in recording $ 187 in current finance lease liabilities and $ 182 in corresponding ROU assets for finance leases as of the adoption date. The difference between the finance lease ROU lease assets and lease liabilities is not significant. The cumulative change in the beginning accumulated deficit was $ 20 due to the adoption of Topic 842 and there was no material impact on the Company’s consolidated statement of operations or consolidated statement of cash flows. The Company’s comparative periods continue to be presented and disclosed in accordance with legacy guidance in Topic 840. Refer to Note 9 for additional information. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2023 or the time at which the Company no longer qualifies as an EGC, with early adoption permitted. The Company elected to early adopt this ASU as of February 1, 2022 using the modified retrospective method. The adoption of ASU 2020-06 had an immaterial impact on the Company’s condensed consolidated financial statements and related disclosures for the nine-month period ended October 31, 2022 . Segment and Geographic Information Segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. The CODM reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. Accordingly, management has determined that the Company operates as one operating segment. The following table presents revenue by geographic location: Three Months Ended October 31, Nine Months Ended October 31, 2022 2021 2022 2021 United States $ 5,634 $ 6,226 $ 17,478 $ 17,210 International 1,354 687 2,805 2,155 Total $ 6,988 $ 6,913 $ 20,283 $ 19,365 Substantially all of the Company’s long-lived assets are located in the United States. |
Revenue
Revenue | 9 Months Ended |
Oct. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2. Revenue Product, Subscription and Support Revenue The Company sells a collective defense software solution that is comprised of two product offerings, IronDefense and IronDome. The software platform is delivered through both on-premises licenses bundled with on-premises hardware and through subscription software. During the three months ended October 31, 2022, the Company launched IronRadar, a new product intended to broaden our market reach to companies of all sizes that is delivered via subscription software. Our security appliance deliverables include proprietary operating system software and hardware together with regular threat intelligence updates and support, maintenance, and warranty. We combine intelligence dependent hardware and software licenses with the related threat intelligence and support and maintenance as a single performance obligation, as it delivers the essential functionality of our cybersecurity solution. The Company recognizes revenue for this single performance obligation ratably over the expected term with the customer. Judgment is required for the assessment of material rights relating to renewal options associated with our contracts. Revenue from subscriptions, which allow customers to use our security software over a contracted period without taking possession of the software, and managed services, where we provide managed detection and response services for customers, is recognized over the contractual term. The cloud-based subscription revenue, where we also provide hosting, recognized for the three months ended October 31, 2022 and 2021 was $ 5,651 and $ 3,792 , res pectively, and for the nine months ended October 31, 2022 and 2021 were $ 16,069 and $ 10,993 , respectively. Overall product, subscription, and support revenue recognized for the three months ended October 31, 2022 and 2021 was $ 6,674 and $ 6,132 , re spectively, and for the nine months ended October 31, 2022 and 2021 was $ 19,331 and $ 18,038 , respectively. Professional Services Revenue The Company sells professional services, including cyber operations monitoring, security, training and tailored maturity assessments. Revenue derived from these services is recognized as the services are delivered. Customer Concentration For the nine months ended October 31, 2022, two customers accounted for 23 % , or $ 4,534 , of the Company's revenue, and for the nine months ended October 31, 2021, two customers accounted for 22 % , or $ 4,283 , of the Company’s revenue. Two customers represented 51 % and 49 % of the total accounts receivable balance as of October 31, 2022 and January 31, 2022, respectively. Significant customers are those which represent at least 10 % of the Company’s total revenue for a period. The following table presents customers that represented 10% or more of the Company’s total revenue in the respective periods: For the Three Months For the Nine Months 2022 2021 2022 2021 Customer A 13 % 11 % 12 % 11 % Customer B 10 % 12 % 11 % 11 % 23 % 23 % 23 % 22 % Deferred Costs Deferred costs consists of deferred contract fulfillment costs and deferred commissions. The Company defers contract fulfillment costs that include appliance hardware. The balances in deferred contract fulfillment costs are as follows: Balance at February 1, 2021 $ 2,805 Amounts recognized in cost of revenue ( 1,033 ) Costs deferred 473 Foreign exchange ( 3 ) Balance at October 31, 2021 $ 2,242 Balance at February 1, 2022 $ 4,604 Amounts recognized in cost of revenue ( 9,294 ) Costs deferred 9,640 Balance at October 31, 2022 $ 4,950 The balance of deferred commissions at October 31, 2022 and January 31, 2022 were $ 1,997 and $ 1,238 , r espectively. Deferred commissions are included in deferred costs on the condensed consolidated balance sheets, of which $ 894 is current and $ 1,103 is long-term as of October 31, 2022. Deferred Revenue Deferred revenue represents amounts received from and/or billed to customers in excess of revenue recognized. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue depending on whether the revenue recognition criteria have been met. The balance in deferred revenue is as follows: Balance at February 1, 2021 $ 34,044 Revenue recognized ( 23,687 ) Amounts deferred 23,944 Foreign exchange ( 12 ) Balance at October 31, 2021 $ 34,289 Balance at February 1, 2022 $ 33,566 Revenue recognized ( 20,283 ) Amounts deferred 16,952 Balance at October 31, 2022 $ 30,235 Remaining Performance Obligations As of October 31, 2022, the Company's remaining performance obligations totaled $ 41,489 . The Company’s future recognition of revenue will be as follows: Years Ending January 31, 2023 (3 months) $ 7,271 2024 19,426 2025 12,137 2026 2,655 $ 41,489 |
Restructuring
Restructuring | 9 Months Ended |
Oct. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 3. Restructuring On September 14, 2022, the Company announced its plans to undertake a restructuring to reduce headcount by approximately 28%, which resulted in a reduction of approximately 71 positions. In connection with this action, the Company recorded total pre-tax charges of $ 11,043 during the three months ended October 31, 2022 , which includes $ 655 related to one-time severance payments, which were paid in cash during the quarter ended October 31, 2022, as well as non-cash stock-based compensation expense of $ 10,388 . This amount is comprised of $ 10,873 of non-cash accelerated vesting of restricted stock units, offset by forfeitures of $( 486 ). |
Equity
Equity | 9 Months Ended |
Oct. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Equity | . Equity Common Stock As of October 31, 2022, the Company had 500,000 shares of com mon stock authorized and 103,708 shares of common stock issued and outstanding with a par value of $ 0.0001 per share. Each share of Common Stock has 1 vote. Tumim Common Stock Purchase Agreement On February 11, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Tumim, pursuant to which Tumim has committed to purchase up to $ 175,000 of common stock (the “Total Commitment”), at the Company's direction from time to time, subject to the satisfaction of the conditions in the Purchase Agreement. Also on February 11, 2022, the Company entered into a registration rights agreement with Tumim (the “Registration Rights Agreement”), pursuant to which the Company filed with the SEC a registration statement to register for resale under the Securities Act (the “ELOC Registration Statement”), the shares of common stock that may be issued to Tumim under the Purchase Agreement. The SEC declared the ELOC Registration Statement effective on March 17, 2022. The sales of common stock to Tumim under the Purchase Agreement, if any, are subject to certain limitations and may occur, from time to time at the Company's sole discretion, over the approximately 36-month period commencing upon the initial satisfaction of all conditions to Tumim’s purchase obligations set forth in the Purchase Agreement (the “Commencement Date”). From and after the Commencement Date, the Company has the right, but not the obligation from time to time to direct Tumim to purchase amounts of common stock, subject to certain limitations in the Purchase Agreement, specified in purchase notices that will be delivered to Tumim under the Purchase Agreement (each such purchase, a “Purchase”). Shares of common stock will be issued from the Company to Tumim at either a (i) 3% discount to the average daily volume weighted average price (the “VWAP”) of the common stock during the three consecutive trading days from the date that a purchase notice with respect to a particular purchase (a “VWAP Purchase Notice”) is delivered from the Company to Tumim (a “Forward VWAP Purchase”), or (ii) 5% discount to the lowest daily VWAP during the three consecutive trading days from the date that a VWAP Purchase Notice with respect to a particular purchase is delivered from the Company to Tumim (an “Alternative VWAP Purchase”). There is no upper limit on the price per share that Tumim could be obligated to pay for the common stock under the Purchase Agreement. The purchase price per share of common stock to be sold in a Purchase will be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Pursuant to the terms of the Purchase Agreement, at the time the Purchase Agreement and the Registration Rights Agreement were signed, the Company paid a cash fee of $ 1,750 , or 1 % of the Total Commitment, to Tumim as consideration for its commitment to purchase shares of the Company's common stock under the Purchase Agreement. The cash paid related to the Commitment Fee was recorded in the condensed consolidated statement of cash flows as a financing activity. The Commitment Fee qualifies as a derivative asset under ASC 815-40 Derivatives and Hedging — Contracts in Entity's Own Equity and was established as an asset on the condensed consolidated balance sheet, which will be adjusted over the period of the agreement to reflect fair value, with changes in fair value being recognized as a component of other expense. The Commitment Fee is measured at fair value categorized within Level 3 of the fair value hierarchy and the value derived was not determined to be material. Changes in fair value of the Commitment Fee during the three and nine months ended October 31, 2022 of $ 420 was recognized in other expense in the condensed consolidated statement of operations. As of October 31, 2022, the fair value of the Commitment Fee on the condensed consolidated balance sheet was $ 1,330 . The Company also incurred $ 96 in transaction costs related to the issuance of the Purchase Agreement, which was recognized in other expense on the condensed consolidated statement of operations. As of October 31, 2022, there had been no purchases of common stock under the Purchas e Agreement. Subsequent to October 31, 2022, the Company sold 1,762 shares to Tumim under the Purchase Agreement for gross proceeds of $ 586 . The Company is not currently able to raise additional funds under the equity line with Tumim. Preferred Stock The Company is authorized to issue 100,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At October 31, 2022 , there were no shares of preferred stock issued or outstanding. Public Warrants Public Warrants may only be exercised for a whole number of shares at a price of $ 11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants became exercisable in September 2021 and expire in August 2026 or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to adjustment as described below) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant Agreement. As of October 31, 2022 , the Company had 8,596 Public Warrants outstanding and not exercised. |
Stock Incentive Plan
Stock Incentive Plan | 9 Months Ended |
Oct. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Incentive Plan | 5. Stock Incentive Plan Legacy IronNet’s Board of Directors adopted, and its stockholders approved Legacy IronNet’s 2014 Stock Incentive Plan (the “2014 Plan”) on September 29, 2014, and on October 17, 2014, respectively. The 2014 Plan was periodically amended, most recently on June 7, 2019. The 2014 Plan permitted the grant of incentive stock options ("ISOs"), non-qualified stock options ("NSOs"), stock appreciation rights, restricted stock, restricted stock units (“RSUs"), and other stock-based awards. ISOs were only able to be granted to Legacy IronNet’s employees and to Legacy IronNet’s subsidiary corporations’ employees. All other awards could be granted to employees, directors and consultants of Legacy IronNet and to any of Legacy IronNet’s parent or subsidiary corporation’s employees or consultants. As of August 26, 2021, the closing date of the Merger, no additional awards will be granted under the 2014 Plan. The terms of the 2014 Plan will continue to govern the terms of outstanding equity awards that were granted prior to the closing date. On August 26, 2021, per the Merger Agreement, the outstanding Legacy IronNet ISO and RSU grants issued under the 2014 Plan were converted to their post-transaction equivalents based on the conversion ratio, totaling 18,972 shares in the Company when exercised or converted. The 2021 Equity Incentive Plan (the “2021 Plan”) was approved by Legacy LGL’s board of directors and by its stockholders on August 26, 2021. Under the 2021 Plan, upon its effectiveness, the Company was able to grant ISOs, RSUs and other equity securities to acquire, to convert into, or to receive up to 13,500 shares of common stock. The terms of the 2021 Plan include an evergreen provision that provides for an automatic share increase on February 1 of each year, in an amount equal to 5.0 % of the sum of (a) the total number of shares of the Company’s common stock outstanding on January 31 of the immediately preceding fiscal year, plus (b) the number of shares of common stock reserved for issuance under the 2021 Plan as of January 31 of the immediately preceding fiscal year, but which have not yet been issued. In accordance with the evergreen provision, on February 1, 2022, the number of shares that can be issued under the 2021 Plan increased by 4,934 shares, with a new limit following the increase of 18,434 shares. As of October 31, 2022 , 8,627 shares remained available to issue under the 2021 Plan. Awards under the 2014 Plan and the 2021 Plan (together, the “Stock Incentive Plans”) normally vest over a forty-eight month period, some of which have a first year cliff vest for the first 25 % of their vesting, during which time no vesting occurs. In limited cases, vesting as short as twelve months with no cliff, vesting based on performance criteria and acceleration under certain events have also been permitted; however, such exceptions apply to less than 20 % of the shares underlying awards currently outstanding under the Stock Incentive Plans. Stock Options The exercise price of each ISO granted under the Stock Incentive Plans may not be less than the fair market value per share of the underlying common stock on the date of grant. The Board of Directors establishes the term and the vesting of all options issued under the Stock Incentive Plans; however, in no event will the term exceed ten years . Presented below is a summary of stock options under the 2014 Stock Incentive Plan, as no stock options have been granted under the 2021 Plan: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic Value of Outstanding Options Outstanding at February 1, 2022 1,317 $ 0.55 4.9 $ 3,773 Granted - - - - Exercised ( 420 ) $ 0.52 4.2 631 Forfeited or expired ( 87 ) $ 0.77 4.3 - Outstanding at October 31, 2022 810 $ 0.53 4.1 $ 1,203 Exercisable at October 31, 2022 810 $ 0.53 4.1 $ 1,203 For the three months ended October 31, 2022 and 2021, the Company recorded no compensation cost and $ 8 of compensation cost related to stock options, respectively. For the nine months ended October 31, 2022 and 2021 , the Company recorded an insignificant amount and $ 40 of compensation cost related to stock options, respectively. The fair value of the shares under stock options granted that vested during the nine month periods ended October 31, 2022 and 2021 totaled $ 2 and $ 5,306 , respectively. Stock compensation expense for stock options is recognized on a straight line basis and with a provision for forfeitures matched to historical experience for matured grant cohorts. At October 31, 2022 , there was no unrecognized compensation cost related to unvested stock options. The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted. The Black-Scholes model takes into account the fair value of an ordinary share and the contractual and expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. Prior to becoming a public company, the fair value of the Company’s common stock was determined utilizing an external third-party pricing specialist. Restricted Stock Units In addition to the applicable time or performance-based vesting criteria, the RSUs granted under the 2014 Plan contained an additional vesting requirement that required the occurrence of a liquidity event. On August 26, 2021, the date of the Merger, the Board of Directors resolved that the Merger constituted a liquidity event, which triggered the liquidity event criteria for vesting under then outstanding RSU awards. As the closing of the Merger represented the satisfaction of the liquidity event vesting requirement for outstanding RSUs, and vesting was not probable until that time, all RSUs issued prior to the completion of the Merger were re-valued at the date of the Merger using the closing share price on that date. All RSUs were assigned a fair value of $ 12.85 per share. Subsequent to the closing of the Merger, the fair value of RSUs is based on the fair value of the Company’s common stock on the date of the grant or any further modification. Presented below is a summary of the status of outstanding RSUs: Number of Shares Weighted Average Grant Date Fair Value Non-vested at February 1, 2022 10,310 $ 9.57 Granted 9,681 3.36 Vested ( 7,492 ) 8.86 Forfeited or expired ( 5,463 ) 3.41 Non-vested at October 31, 2022 7,036 $ 5.00 For the three months ended October 31, 2022 , the Company recorded $ 14,495 of stock-based compensation expense, net of actual forfeitures, related to RSUs, of which $ 2,684 is associated with RSUs on a graded vesting schedule and $ 11,811 is associated with RSUs on a straight-line vesting schedule. For the nine months ended October 31, 2022 , the Company recorded $ 33,075 of stock-based compensation expense, net of actual forfeitures, related to RSUs, of which $ 15,630 is associated with RSUs on a graded vesting schedule and $ 17,445 is associated with RSUs on a straight-line vesting schedule. For the three and nine months ended October 31, 2021 , the Company recorded $ 129,921 of stock-based compensation expense, net of actual forfeitures, related to RSUs, all of which is associated with RSUs on a graded vesting schedule. Stock compensation expense for RSUs granted under the 2014 Plan, which contain both service and performance conditions, is recognized on a graded-scale basis, recognizing expense over the respective vesting period for each tranche of shares under each award granted. Stock compensation expense for RSUs granted under the 2021 Plan have only service vesting conditions and expense will be recognized on a straight-line basis for all RSU awards with only service conditions. In the event that an RSU holder is terminated before the award is fully vested for RSUs granted under either Plan, the full amount of the unvested portion of the award will be recognized as a forfeiture in the period of termination. The Company's default tax withholding method for RSUs is the sell-to-cover method, under which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the RSUs upon vesting and settlement to cover the tax withholding liability and the cash proceeds from such sales are then remitted by the Company to taxing authorities. Refer to Note 7 for additional information. As of October 31, 2022 , there was $ 23,061 of unrecognized compensation cost related to unvested RSUs without performance obligations. The weighted average remaining vesting period was 2.73 years. Employee Stock Purchase Plan ("ESPP") In August 2021, Legacy LGL’s Board of Directors adopted, and its stockholders approved, the ESPP. The ESPP became effective immediately upon the Closing of the Merger. The purpose of the ESPP is to provide a means by which our eligible employees and certain designated companies may be given an opportunity to purchase shares of our common stock, to assist us in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for our success. The Plan includes two components: a 423 Component and a Non-423 Component. We intend that the 423 Component will qualify as options issued under an “employee stock purchase plan” as that term is defined in Section 423(b) of the Code. Except as otherwise provided in the ESPP or determined by our Board of Directors, the Non-423 Component will operate and be administered in the same manner as the 423 Component. The ESPP contains an evergreen provision that provides for an automatic annual share increase on February 1 of each year, in an amount equal to the lesser of (i) 1 % of the total number of shares of common stock outstanding on January 31st of the preceding fiscal year, and (ii) 2,700 shares of Common Stock. In accordance with the evergreen provision, the number of shares of common stock reserved for issuance under the ESPP increased by 889 shares on February 1, 2022, Inclusive of the prior li mit of 2,700 shares, the new limit following the increase was 3,589 shares. On February 1, 2023, the number of shares of common stock reserved for issuance under the ESPP increased by 1,115 shares. The new limit following the increase was 4,704 shares. As of October 31, 2022, there were no purchases o f shares for any eligible employee. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 31, 2022 | |
Fair Value Measurements | 6. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset in an orderly transaction or paid to settle a liability in an orderly transaction between market participants at the measurement date. Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, which are described below: Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Observable inputs other than quoted prices that are either directly or indirectly observable for the asset or liability. Level 3 – Unobservable inputs that are supported by little or no market activity. These levels are not necessarily an indication of the risk of liquidity associated with the financial assets or liabilities disclosed. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement, as required under ASC 820-10 “Fair Value Measurement.” On September 15, 2022, the Company issued the Convertible Note. Pursuant to the terms of the Convertible Note, under certain circumstances the Company may be required to redeem all or a portion of the Convertible Note in cash, as disclosed in Note 10. The convertible feature is measured at fair value categorized within Level 3 of the fair value hierarchy, with the fair value determined to be $ 774 . The fair value of the convertible feature was determined based on management assumptions and quotes received from financial institutions for obtaining additional debt financing. There was not determined to be a material change in the fair value of the convertible feature from the date of issuance through October 31, 2022. As discussed in Note 4, the Company established a derivative asset related to the Commitment Fee incurred when entering into the Securities Purchase Agreement with 3i, which is measured at fair value categorized within Level 3 of the fair value hierarchy, with the value determined to not be material. The Company’s Private Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants, as the transfer of a Private Warrant to anyone who is not a permitted transferee would result in the Private Warrant being converted to a Public Warrant. The Company determined that the fair value of each Private Warrant is equivalent to that of a Public Warrant. There have been observable transactions in the Company's Public Warrants and the Public Warrants had adequate trading volume between independent investors on the public market to provide a reliable indication of value. As of October 31, 2022, the fair value of the Private Warrants was equal to that of the Public Warrants as they had substantially the same terms. However, as they are not actively traded, they are listed as a Level 2 in the fair value hierarchy table below. Investments with an original maturity of three months or less at the date of purchase are considered cash equivalents, while all other investments are classified as short-term or long-term based on their maturities and their availability for use in current operations. The following table presents our assets and liabilities measured at fair value on a recurring basis: October 31, 2022 January 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 6 $ — $ — $ 6 $ 102 $ — $ — $ 102 Commitment Fee $ — $ — $ 1,330 $ 1,330 Total financial assets $ 6 $ — $ 1,330 $ 1,336 $ 102 $ — $ — $ 102 Liabilities Warrants $ — $ 1 $ — $ 1 $ — $ 7 $ — $ 7 Conversion option $ — $ — $ 774 $ 774 $ — $ — $ — $ — Total financial liabilities $ — $ 1 $ 774 $ 775 $ — $ 7 $ — $ 7 |
Supplemental Information
Supplemental Information | 9 Months Ended |
Oct. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Supplemental Balance Sheet Information | 7. Supplemental Balance Sheet Information Accrued Expenses Accrued expenses consisted of the following: October 31, January 31, 2022 2022 Accrued expenses $ 901 $ 2,438 Taxes payable on behalf of employees related to vested RSUs 7,261 - Unvouched payables 1,632 2,271 $ 9,794 $ 4,709 The increase in accrued expenses is primarily comprised of the cash proceeds from the sale of shares on behalf of the holders of vested RSUs to cover the associated tax withholding liability under the sell-to-cover method. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Contingencies In the ordinary course of business, the Company and its subsidiaries may become defendants in certain shareholder claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. To date, no such liability has been recorded. |
Leases
Leases | 9 Months Ended |
Oct. 31, 2022 | |
Leases [Abstract] | |
Leases | 9. Leases The Company leases certain office space and equipment and determines if an arrangement is a lease at inception. ROU assets for operating leases are included in the deposits and other assets caption and ROU assets associated with finance leases are included within the property and equipment, net caption of the condensed consolidated balance sheet. The current portions of operating and finance lease liabilities are included in the other current liabilities caption and the long-term portion of operating lease liabilities is presented in the other long-term liabilities payable caption of the condensed consolidated balance sheet. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The ROU asset is adjusted for any lease payments made and excludes lease incentives and initial direct costs incurred. If the leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses quoted interest rates obtained from financial institutions as an input to derive its incremental borrowing rate as the discount rate for the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company combines lease and non-lease components. The Company leases office space under the terms of noncancelable operating leases that expire at various dates through November 2026. Certain operating lease agreements provide for an annual 2.75 % escalation of the base rent. The Company is also responsible for operating expenses, which are classified as variable lease costs. Lease terms may include options to extend or terminate the lease, typically at the Company’s own discretion. Renewal options are regularly evaluated and the renewal period will be included in the lease term when exercise of the renewal option is considered reasonably certain. There are no active leases that have a renewal option that is reasonably certain of being exercised. The Company holds leases that include both lease (e.g., payments including rent, taxes, and insurance costs) and non-lease components (e.g., common-area or other maintenance costs). As the Company has elected the practical expedient to group lease and non-lease components for all leases, these are accounted for as a single lease component. The Company's leases do not include any residual value guarantees or material restrictive covenants. Lease expense for both operating and finance leases is recognized on a straight-line basis over the lease term and is recorded in operating expenses on the condensed consolidated statements of operations. Interest expense incurred on finance lease liabilities is calculated using the effective interest method and is recorded in interest expense on the condensed consolidated statements of operations. In March 2022, the Company entered into a lease agreement to lease certain computer and technology equipment, which has not commenced. The Company does not believe the ROU asset will be material. The Company does not have control over the construction or design of these assets. The lease balances are located in the following positions on the condensed consolidated balance sheet: Balance Sheet Location October 31, 2022 Assets Operating Deposits and other assets $ 1,988 Financing Property and equipment, net 114 Liabilities Current Operating Other current liabilities $ 593 Financing Other current liabilities 95 Non-current Operating Other long-term liabilities 2,202 Financing - Total lease costs for the three and nine months ended October 31, 2022 were: Three Months Ended Nine Months Ended October 31, 2022 October 31, 2022 Operating lease cost $ 222 $ 815 Short-term lease cost 447 1,630 Variable lease cost 13 60 Finance lease cost: Amortization of right-of-use assets 23 68 Interest on lease liabilities 1 4 Total finance lease cost $ 24 $ 72 The following table summarizes future scheduled lease payments as of October 31, 2022: Operating Leases Finance Leases Remaining three months of fiscal 2023 $ 184 $ - 2024 755 96 2025 775 - 2026 797 - 2027 657 - Total 3,168 96 Less: Imputed Interest 373 1 Present value of net lease payments $ 2,795 $ 95 Lease liability, current portion $ 593 $ 95 Lease liability, net of current portion 2,202 - Total lease liability $ 2,795 $ 95 Supplemental information related to operating and finance leases are as follows: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 950 Operating cash flows from finance leases 4 Financing cash flows from finance leases 96 $ 1,050 Weighted average remaining lease term (in years) Operating leases 4.08 Finance leases 1.25 Weighted average discount rate Operating leases 6.36 % Finance leases 5.67 % Disclosures Related to Periods Prior to Adoption of the New Lease Standard The Company recorded rent expense of $ 257 and $ 849 for the three and nine months ended October 31, 2021, respectively. The minimum aggregate future obligations under noncancelable operating leases as of January 31, 2022 were as follows: Year ending January 31, 2023 $ 1,025 2024 755 2025 775 2026 797 2027 658 $ 4,010 As the Company did not hold finance leases as of January 31, 2022, there were no future minimum lease payments under finance leases at that time. |
Convertible Debt
Convertible Debt | 9 Months Ended |
Oct. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 10. Convertible Debt 5% Convertible Promissory Notes due 2024 On September 14, 2022, the Company entered into the SPA with 3i, under which the Company agreed to sell and issue Convertible Notes to 3i in an aggregate principal amount of up to $ 25,750 , which are convertible into shares of the Company's common stock, subject to certain conditions. On September 15, 2022, the Company issued a Convertible Note under the SPA in the principal amount of $ 10,300 , including a 3 % Original Issue Discount ("OID"), with an 18-month term. Upon the satisfaction of additional conditions set forth in the SPA that have not been met, the Company may issue an additional Convertible Note in the principal amount of $ 15,450 at a second closing. The Convertible Notes bear interest at an annual rate of 5.00 % per annum, payable monthly on the first of each month (the "Installment Date"), beginning the first month that is 90 days following the issuance date, payable in cash and/or shares of the Company's common stock, at the Company's option. The interest rate will increase to an annual rate of 10.00 % per annum upon the occurrence and during the continuance of an event of default as defined in the Convertible Notes. Each Convertible Note issued pursuant to the SPA will have a maturity date of 18 months from the date of issuance, which may be extended at the option of 3i in certain instances. The Convertible Notes provide a conversion right pursuant to which 3i may convert any portion of the principal, together with any unpaid interest and other unpaid amounts, into shares of common stock at a conversion price of $ 7.50 per share, subject to adjustments in accordance with the terms of the Convertible Notes. The Convertible Note also contains provisions that provide 3i with the right, subject to certain exceptions, to require the Company to redeem all or a portion of the Convertible Note in cash. This convertible feature has been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount of $ 774 which reduced the book value of the $ 10,300 Convertible Note and increases prospectively the amount of interest expense to be recognized over the life of the Convertible Note. Due to the provisions that may provide 3i with the right to require the Company to redeem all or a portion of the Convertible Note in cash, the balance of the Convertible Note is included in current liabilities on the condensed consolidated balance sheet. As of October 31, 2022, the carrying value of the Convertible Note approximated fair value. On each monthly Installment Date, the Company shall repay the lesser of $ 687 and the principal amount then outstanding, plus accrued and unpaid interest, in cash and/or shares of common stock, at the Company’s option (the "Installment Amount"). In certain instances, but no more than once per calendar month, 3i will also have the right to accelerate the repayment of one monthly repayment obligation based on the conversion price on the acceleration date. For any Installment Amount paid in the form of shares of common stock, the applicable conversion price will be equal to the lesser of (a) $ 7.50 , and (b) the greater of (x) 95 % of the lowest VWAP in the five trading days immediately prior to such conversion, and (y) a “floor price” of approximately $ 0.44 , subject to adjustment in accordance with the terms of the Convertible Notes. For any Installment Amount paid in cash, the price paid will be equal to 105 % of the Installment Amount. Interest expense for the three and nine months ended October 31, 2022 was $ 144 , which was a result of effective interest of $ 64 incurred under the $ 10,300 Convertible Note using an effective interest rate of 11.9 %, as well as $ 80 in interest expense related to the amortization of related debt issuance costs of $ 284 and OI D of $ 300 . The Company also recognized interest expense of $ 106 related to the accretion of the debt discount created by the embedded conversion feature. The following table presents the components of the Convertible Notes: October 31, 2022 Convertible Promissory Notes $ 9,632 Less: unamortized original issue discount and issuance costs ( 504 ) $ 9,128 |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate as adjusted for discrete items arising in that quarter. The effective income tax rat e was ( 0.0 )% for the nine months ended October 31, 2022 and ( 0.0 )% fo r the nine months ended October 31, 2021 . The effective tax rate differs from the U.S. statutory rate primarily due to the full valuation allowances on the Company’s net domestic deferred tax assets and impact of foreign tax rate differential. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Product, subscription and support revenue from Related Parties Certain investors and companies who the Company is affiliated with purchased product, subscription and support revenue during the periods presented. The Company recognized $ 210 and $ 426 of revenue from contracts with related parties for the three months ended October 31, 2022 and 2021, respectively. The Company recognized $ 948 and $ 1,263 o f revenue from contracts with related parties for the nine months ended October 31, 2022 and 2021, respectively. The corresponding receivable was $ 1,283 as of October 31, 2022 and $ 3,233 as of January 31, 2022. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Oct. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 13. Net Loss Per Share Attributable to Common Stockholders Net Loss per common share The Company computes basic earnings per share (EPS) by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS reflects the effect of potential shares that would be issued if stock option awards, RSUs, warrants, and preferred shares, to the extent issued, were converted into common stock, to the extent dilutive. The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended October 31, Nine Months Ended October 31, 2022 2021 2022 2021 Numerator: Net loss $ ( 32,009 ) $ ( 162,949 ) $ ( 93,593 ) $ ( 195,616 ) Denominator: Basic and Diluted Weighted-average shares in computing net loss per share attributable to common stockholders 105,033 87,178 101,925 74,001 Net loss attributable to common stockholders—basic and diluted $ ( 0.30 ) $ ( 1.87 ) $ ( 0.92 ) $ ( 2.64 ) Since the Company was in a net loss position for all periods presented, diluted net loss per share attributable to common stockholders will be the same as the basic net loss per share, as, in a net loss position, the inclusion of all potential common shares outstanding would be antidilutive. The potential shares of common stock excluded from the computation of diluted net loss per share for the periods presented due to their antidilutive impacts are as follows: As of October 31, 2022 As of October 31, 2021 Shares of common stock issuable from stock options 810 1,475 Unvested RSUs 7,030 8,205 Convertible notes 1,373 — Warrants 8,606 8,606 Potential common shares excluded from diluted net loss per share 17,819 18,286 |
Deferred Payroll Taxes
Deferred Payroll Taxes | 9 Months Ended |
Oct. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Deferred Payroll Taxes | 14. Deferred Payroll Taxes In fiscal year 2021, Legacy IronNet elected to defer the Company's portion of payroll taxes, as permitted under the CARES Act. 50 % of the deferred balance was paid in December 2021 , with the remaining 50 % due on December 31, 2022. The balance of the payroll tax deferral i s $ 689 as of October 31, 2022 and is included in other current liabilities on the condensed consolidated balance sheet. This payroll tax deferral was repaid in full in December 2022. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Oct. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 15. Retirement Plans The Company provides a retirement savings plan for the benefit of its employees, including its executive officers. The plan is intended to qualify as a tax-qualified 401(k) plan so that contributions, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the plan (except in the case of contributions under the 401(k) plan designated as Roth contributions). The 401(k) plan provides that each participant may contribute up to an annual statutory limit. Participants who are at least 50 years old can also contribute additional amounts based on statutory limits for “catch-up” contributions. Under the plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee as directed by participants. The Company also fully matches employee contributions up to the first 4 % of salary, which amounts are fully vested. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Secured Convertible Promissory Note Financings with Directors and C5 Between December 14, 2022 and December 16, 2022, the Company issued and sold senior secured promissory notes in an aggregate principal amount of $ 6,900 (the “Initial Director Notes”) to a total of eight lenders, which included seven lenders who are either the Company’s directors or entities affiliated with the Company’s directors. Subsequently, the Company and the holders of the Initial Director Notes agreed to amend and restate the Initial Director Notes to be substantially in the form to be issued to C5 as described in the next paragraph (the “Director Notes”). This amendment and restatement occurred on January 11, 2023 . The Director Notes bear interest at a rate of 13.8 % per annum from the respective dates of the Initial Director Notes, and the Director Notes are payable at scheduled maturity on June 30, 2023 . On December 30, 2022, the Company issued a senior secured convertible promissory note in the principal amount of $ 2,000 (the “Initial C5 Note”) to an affiliate of C5, which was amended and restated on January 11, 2023 (as amended and restated, the “Restated C5 Note”). On January 12, 2023, February 8, 2023, February 27, 2023 and April 13, 2023, the Company issued additional senior secured convertible promissory notes to affiliates of C5 (together with the Restated C5 Note, the “C5 Notes”) in principal amounts of $ 3,000 , $ 4,000 , $ 2,250 and $ 595 , respectively. Each of the C5 Notes bear interest at a rate of 13.8 % per annum from the date of issuance (or in the case of the Restated C5 Note, from the date of the Initial C5 Note), and all such notes are payable at scheduled maturity on June 30, 2023 , subject to acceleration in certain circumstances. The Company’s obligations under the Director Notes and the C5 Notes are secured by substantially all of the Company’s assets, excluding its intellectual property. The C5 Notes provide C5 with the right, at any time on or after the date that is five calendar days prior to maturity, to convert all or any portion of the aggregate principal amount of the C5 Notes, together with any accrued and unpaid interest and any other unpaid amounts, into shares of the Company’s common stock at a conversion price of $ 2.00 per share. In the event that any shares of common stock are issued upon conversion of the C5 Notes, the Company has agreed to grant specified registration rights to C5. Exclusivity On December 22, 2022, C5 delivered a non-binding expression of interest to the Board in respect of a potential offer to acquire all of the outstanding common stock not presently owned by the buyer group or their affiliates. O n December 28, 2022, the Company and C5 entered into an agreement pursuant to which they agreed to a mutual exclusivity period through January 31, 2023 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 (the “Proposed Transaction”). Commencement of the exclusivity period was subject to C5 providing the $ 2,000 of bridge financing in consideration for the Initial C5 Note. Continuation of the exclusivity period after January 9, 2023 was subject to C5 entering into additional notes providing $ 3,500 of additional bridge financing by January 9, 2023. Upon receipt of the funds and issuance of the Fifth C5 Note by the Company, the parties agreed to extend the exclusivity period until March 31, 2023. While the Company no longer remains under contractual exclusivity with C5, the Company is continuing to negotiate definitive agreements with C5 with respect to the Proposed Transaction. Audit Committee Investigation In March 2023, the Audit Committee of the Company’s Board of Directors concluded an internal investigation, which was originally disclosed in the Company’s notification of late filing on Form 12b-25 filed with the SEC on December 16, 2022. The Audit Committee, assisted by independent legal counsel, conducted an investigation of allegations raised in a letter to the Company by a former employee. The investigation determined that the claims were unsubstantiated. |
Organization and Summary of C_2
Organization and Summary of Changes in Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2022 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The interim condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. These unaudited interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements of IronNet, Inc. and accompanying notes thereto included in the Company's Annual Report on Form 10-K for the year ended January 31, 2022, as updated by the Company's Current Report on Form 8-K filed on November 14, 2022. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Company’s fiscal year ends on January 31. References to fiscal 2023, for example, refer to the fiscal year ending January 31, 2023. The results of operations for the three and nine months ended October 31, 2022 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending January 31, 2023 or any future period. The accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments (except as otherwise noted), necessary for a fair statement of the Company’s financial position as of October 31, 2022, its results of operations for the three and nine months ended October 31, 2022 and 2021, changes in stockholders’ equity for the three and nine months ended October 31, 2022 and 2021, and cash flows for the nine months ended October 31, 2022 and 2021 . Certain prior-period amounts have been reclassified in the accompanying condensed consolidated financial statements and notes thereto in order to conform to the current period presentation. |
Use of estimates | Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions include, but are not limited to, the period of benefit for deferred commissions, the useful life of property and equipment, stock-based compensation expense, fair value of warrants, fair value of conversion options of debt, and income taxes. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying condensed consolidated financial statements. |
Going Concern | As of October 31, 2022, the Company had cash and cash equivalents of $ 8,228 , accounts receivables of $ 4,290 , accounts payable and accrued expenses of $ 17,130 , including $ 7,261 due to taxing authorities, and $ 10,300 in principal amounts owed on convertible debt. In February 2022, the Company entered into an equity line with Tumim Stone Capital, LLC (“Tumim”) under which the Company may, in its discretion, sell shares of its common stock to Tumim subject to various conditions and limitations set forth in the purchase agreement with Tumim. In November and December 2022, the Company issued shares of common stock to Tumim for net proceeds of $ 586 . The Company is not currently able to raise additional funds under the equity line with Tumim. On September 14, 2022, the Company entered into a Securities Purchase Agreement ("SPA") with 3i LP, or 3i, which is an affiliate of Tumim, pursuant to which the Company agreed to sell and issue senior unsecured convertible promissory notes (the "Convertible Notes") to 3i in the aggregate principal amount of up to $ 25,750 . On September 15, 2022, the Company issued a Convertible Note to 3i in the principal amount of $ 10,300 , net of discount for cash proceeds of $ 10,000 . The Company may, subject to a number of conditions set forth in the SPA with 3i, including specified minimum trading prices and trading volumes, and the repayment or conversion of a specified portion of the initial Convertible Note, borrow an additional $ 15,450 from 3i on the same terms and conditions as set forth in the initial Convertible Note. As of the date of this report, the conditions to the additional borrowing have not been met. See Note 10 for more information. Between December 14, 2022 and April 20, 2023, the C ompany issued secured promissory notes in an aggregate principal amount of $ 7,200 to a total of eight lenders including directors of the Company. On January 11, 2023, January 12, 2023, February 8, 2023, February 27, 2023 and April 13, 2023, the Company issued secured convertible promissory notes in the aggregate principal amount of $ 11,845 to an entity affiliated with C5 Capital Limited (“C5”), a beneficial owner of more than 5 % of the Company’s outstanding common stock. See Note 16 for more information. The Company’s future capital requirements will depend on many factors, including, but not limited to the rate of its growth, its ability to attract and retain customers and their willingness and ability to pay for the Company's products and services, and the timing and extent of spending to support its multiple and ongoing efforts to market and continue to develop its products. Further, the Company may enter into future arrangements to acquire or invest in businesses, products, services, strategic partnerships, and technologies. The Company needs additional equity or debt financing in order to continue its operations, which it may not be able to raise on terms acceptable to it or at all. If additional funds are not available to the Company on acceptable terms, or at all, the Company’s business, financial condition, and results of operations would be adversely affected. During the third quarter of fiscal 2023, the Company undertook a restructuring that reduced its headcount by approximately 28 %. Refer to Note 3 for additional information. Subsequent to the end of the quarter, the Company undertook additional actions to reduce its operating expenses and preserve its cash. The Company has continued to reduce its expenses and restructure its operations in a continued effort to reduce its capital requirement. Despite the Company’s current operating plans to focus its business, reduce its expenses, improve its margins and mitigate uncertainties related to the foregoing, management believes that the Company does not have sufficient cash and cash equivalents on hand to support current operations for at least one year from the date of issuance of these consolidated financial statements without additional financing. Management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. Based on its current planned operations, in the absence of additional sources of liquidity, management anticipates that the Company’s existing cash and cash equivalents and anticipated cash flows from operations will not be sufficient to meet the Company’s operating and liquidity needs for any meaningful period of time following the date of this report. In the event the Company determines that additional sources of liquidity will not be available to it or will not allow it to meet its obligations as they become due, the Company may need to file a voluntary petition for relief under the United States Bankruptcy Code in order to implement a plan of reorganization, court-supervised sale, and/or liquidation. |
Recent Accounting Pronouncements not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). This standard requires a new method for recognizing credit losses that is referred to as the current expected credit loss (“CECL”) method. The CECL method requires the recognition of all losses expected over the life of a financial instrument upon origination or purchase of the instrument, unless the Company elects to recognize such instruments at fair value with cha nges in profit and loss (the fair value option). This standard is effective for the Company for the earlier of the fiscal years beginning after December 15, 2022 or the time at which the Company no longer qualifies as an emerging growth company ("EGC") under SEC rules. Management is currently evaluating the potential impact of this guidance on its financial statements. |
New Accounting Pronouncement Adopted in Fiscal 2023 | New Accounting Pronouncement Adopted in Fiscal 2023 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“Topic 842”), which outlines a comprehensive lease accounting model that supersedes the previous lease guidance. The guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements , which provides the option of an additional transition method that allows entities to initially apply the new lease guidance at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard on February 1, 2022 using the modified retrospective basis. Using the modified retrospective approach, the Company determined an incremental borrowing rate at the date of adoption based on the total lease term and total minimum rental payments. The modified retrospective approach provides a method for recording existing leases at adoption with a cumulative adjustment to retained earnings. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any expired or existing leases as of the effective date. The Company also elected the practical expedient to use hindsight when determining the lease term, and the practical expedient lease considerations to not allocate lease considerations between lease and non-lease components for real estate leases. As such, real estate lease considerations are treated as a single lease-component and accounted for accordingly. The Company excludes leases with an initial term of 12 months or less from the application of Topic 842. Adoption of the new standard resulted in the recor ding of $ 974 and $ 2,654 of current operating lease liabilities and long-term operating lease liabilities, respectively, and $ 2,685 in corresponding right-of-use (“ROU”) lease assets on that date. The difference between the approximate value of the ROU lease assets and lease liabilities is attributable to deferred rent, which is comprised of tenant improvement allowance and rent abatement. The adoption of the new standard also resulted in recording $ 187 in current finance lease liabilities and $ 182 in corresponding ROU assets for finance leases as of the adoption date. The difference between the finance lease ROU lease assets and lease liabilities is not significant. The cumulative change in the beginning accumulated deficit was $ 20 due to the adoption of Topic 842 and there was no material impact on the Company’s consolidated statement of operations or consolidated statement of cash flows. The Company’s comparative periods continue to be presented and disclosed in accordance with legacy guidance in Topic 840. Refer to Note 9 for additional information. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2023 or the time at which the Company no longer qualifies as an EGC, with early adoption permitted. The Company elected to early adopt this ASU as of February 1, 2022 using the modified retrospective method. The adoption of ASU 2020-06 had an immaterial impact on the Company’s condensed consolidated financial statements and related disclosures for the nine-month period ended October 31, 2022 . |
Segment and Geographic Information | Segment and Geographic Information Segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. The CODM reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. Accordingly, management has determined that the Company operates as one operating segment. The following table presents revenue by geographic location: Three Months Ended October 31, Nine Months Ended October 31, 2022 2021 2022 2021 United States $ 5,634 $ 6,226 $ 17,478 $ 17,210 International 1,354 687 2,805 2,155 Total $ 6,988 $ 6,913 $ 20,283 $ 19,365 Substantially all of the Company’s long-lived assets are located in the United States. |
Organization and Summary of C_3
Organization and Summary of Changes in Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of revenue by geographical location | The following table presents revenue by geographic location: Three Months Ended October 31, Nine Months Ended October 31, 2022 2021 2022 2021 United States $ 5,634 $ 6,226 $ 17,478 $ 17,210 International 1,354 687 2,805 2,155 Total $ 6,988 $ 6,913 $ 20,283 $ 19,365 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Customers That Represented 10% or More of the Company's Total Revenue | The following table presents customers that represented 10% or more of the Company’s total revenue in the respective periods: For the Three Months For the Nine Months 2022 2021 2022 2021 Customer A 13 % 11 % 12 % 11 % Customer B 10 % 12 % 11 % 11 % 23 % 23 % 23 % 22 % |
Schedule of Deferred Contract Fulfillment Costs | The balances in deferred contract fulfillment costs are as follows: Balance at February 1, 2021 $ 2,805 Amounts recognized in cost of revenue ( 1,033 ) Costs deferred 473 Foreign exchange ( 3 ) Balance at October 31, 2021 $ 2,242 Balance at February 1, 2022 $ 4,604 Amounts recognized in cost of revenue ( 9,294 ) Costs deferred 9,640 Balance at October 31, 2022 $ 4,950 |
Schedule of Deferred Revenue | The balance in deferred revenue is as follows: Balance at February 1, 2021 $ 34,044 Revenue recognized ( 23,687 ) Amounts deferred 23,944 Foreign exchange ( 12 ) Balance at October 31, 2021 $ 34,289 Balance at February 1, 2022 $ 33,566 Revenue recognized ( 20,283 ) Amounts deferred 16,952 Balance at October 31, 2022 $ 30,235 |
Schedule of Company's Recognition of Revenue | The Company’s future recognition of revenue will be as follows: Years Ending January 31, 2023 (3 months) $ 7,271 2024 19,426 2025 12,137 2026 2,655 $ 41,489 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Under Stock Incentive Plan | Presented below is a summary of stock options under the 2014 Stock Incentive Plan, as no stock options have been granted under the 2021 Plan: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic Value of Outstanding Options Outstanding at February 1, 2022 1,317 $ 0.55 4.9 $ 3,773 Granted - - - - Exercised ( 420 ) $ 0.52 4.2 631 Forfeited or expired ( 87 ) $ 0.77 4.3 - Outstanding at October 31, 2022 810 $ 0.53 4.1 $ 1,203 Exercisable at October 31, 2022 810 $ 0.53 4.1 $ 1,203 |
Summary of Status of Outstanding RSU's | Presented below is a summary of the status of outstanding RSUs: Number of Shares Weighted Average Grant Date Fair Value Non-vested at February 1, 2022 10,310 $ 9.57 Granted 9,681 3.36 Vested ( 7,492 ) 8.86 Forfeited or expired ( 5,463 ) 3.41 Non-vested at October 31, 2022 7,036 $ 5.00 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Schedule of assets measured at fair value on a recurring basis | The following table presents our assets and liabilities measured at fair value on a recurring basis: October 31, 2022 January 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 6 $ — $ — $ 6 $ 102 $ — $ — $ 102 Commitment Fee $ — $ — $ 1,330 $ 1,330 Total financial assets $ 6 $ — $ 1,330 $ 1,336 $ 102 $ — $ — $ 102 Liabilities Warrants $ — $ 1 $ — $ 1 $ — $ 7 $ — $ 7 Conversion option $ — $ — $ 774 $ 774 $ — $ — $ — $ — Total financial liabilities $ — $ 1 $ 774 $ 775 $ — $ 7 $ — $ 7 |
Supplemental Information (Table
Supplemental Information (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: October 31, January 31, 2022 2022 Accrued expenses $ 901 $ 2,438 Taxes payable on behalf of employees related to vested RSUs 7,261 - Unvouched payables 1,632 2,271 $ 9,794 $ 4,709 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Leases [Abstract] | |
Schedule of Financial Statement Classification of Lease Balances With Condensed Consolidated Balance Sheet | The lease balances are located in the following positions on the condensed consolidated balance sheet: Balance Sheet Location October 31, 2022 Assets Operating Deposits and other assets $ 1,988 Financing Property and equipment, net 114 Liabilities Current Operating Other current liabilities $ 593 Financing Other current liabilities 95 Non-current Operating Other long-term liabilities 2,202 Financing - |
Schedule of total lease cost | Total lease costs for the three and nine months ended October 31, 2022 were: Three Months Ended Nine Months Ended October 31, 2022 October 31, 2022 Operating lease cost $ 222 $ 815 Short-term lease cost 447 1,630 Variable lease cost 13 60 Finance lease cost: Amortization of right-of-use assets 23 68 Interest on lease liabilities 1 4 Total finance lease cost $ 24 $ 72 |
Schedule of lease payments | The following table summarizes future scheduled lease payments as of October 31, 2022: Operating Leases Finance Leases Remaining three months of fiscal 2023 $ 184 $ - 2024 755 96 2025 775 - 2026 797 - 2027 657 - Total 3,168 96 Less: Imputed Interest 373 1 Present value of net lease payments $ 2,795 $ 95 Lease liability, current portion $ 593 $ 95 Lease liability, net of current portion 2,202 - Total lease liability $ 2,795 $ 95 |
Schedule of Supplemental Information Related to Operating And Finance Leases | Supplemental information related to operating and finance leases are as follows: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 950 Operating cash flows from finance leases 4 Financing cash flows from finance leases 96 $ 1,050 Weighted average remaining lease term (in years) Operating leases 4.08 Finance leases 1.25 Weighted average discount rate Operating leases 6.36 % Finance leases 5.67 % |
Schedule of future minimum lease payments required under operating leases | The minimum aggregate future obligations under noncancelable operating leases as of January 31, 2022 were as follows: Year ending January 31, 2023 $ 1,025 2024 755 2025 775 2026 797 2027 658 $ 4,010 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Convertible Notes | The following table presents the components of the Convertible Notes: October 31, 2022 Convertible Promissory Notes $ 9,632 Less: unamortized original issue discount and issuance costs ( 504 ) $ 9,128 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended October 31, Nine Months Ended October 31, 2022 2021 2022 2021 Numerator: Net loss $ ( 32,009 ) $ ( 162,949 ) $ ( 93,593 ) $ ( 195,616 ) Denominator: Basic and Diluted Weighted-average shares in computing net loss per share attributable to common stockholders 105,033 87,178 101,925 74,001 Net loss attributable to common stockholders—basic and diluted $ ( 0.30 ) $ ( 1.87 ) $ ( 0.92 ) $ ( 2.64 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential shares of common stock excluded from the computation of diluted net loss per share for the periods presented due to their antidilutive impacts are as follows: As of October 31, 2022 As of October 31, 2021 Shares of common stock issuable from stock options 810 1,475 Unvested RSUs 7,030 8,205 Convertible notes 1,373 — Warrants 8,606 8,606 Potential common shares excluded from diluted net loss per share 17,819 18,286 |
Organization and Summary of C_4
Organization and Summary of Changes in Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||
Dec. 30, 2022 USD ($) | Dec. 16, 2022 USD ($) | Sep. 15, 2022 USD ($) | Aug. 26, 2021 | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | Oct. 31, 2022 USD ($) | Apr. 20, 2023 USD ($) | Jul. 31, 2022 Segment | Oct. 31, 2022 USD ($) shares | Oct. 31, 2021 USD ($) | Apr. 13, 2023 USD ($) | Feb. 27, 2023 USD ($) | Feb. 08, 2023 USD ($) | Jan. 12, 2023 USD ($) | Jan. 11, 2023 USD ($) | Sep. 14, 2022 USD ($) | Feb. 01, 2022 USD ($) | Jan. 31, 2022 USD ($) | Jan. 31, 2021 USD ($) | |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Number Of Operating Segments | Segment | 1 | |||||||||||||||||||
Operating Lease, Right-of-Use Asset | $ 1,988 | $ 1,988 | $ 2,685 | |||||||||||||||||
Operating lease liability | 2,795 | 2,795 | 974 | |||||||||||||||||
Operating lease liabilities - long term | 2,202 | 2,202 | 2,654 | |||||||||||||||||
Cash and cash equivalents | 8,228 | 8,228 | $ 73,891 | $ 47,673 | $ 31,543 | |||||||||||||||
Collectible receivables | 4,290 | 4,290 | ||||||||||||||||||
Accounts payable and accrued expenses | 17,130 | 17,130 | ||||||||||||||||||
Accounts payable and accrued liabilities current due to taxing authorities | 7,261 | 7,261 | ||||||||||||||||||
Convertible Debt | 10,300 | 10,300 | ||||||||||||||||||
Pre-tax charges | 11,043 | 11,043 | ||||||||||||||||||
Restructuring charges | 655 | |||||||||||||||||||
Non-cash stock based compensation expense | 10,388 | $ 33,075 | $ 129,983 | |||||||||||||||||
Vesting of restricted stock units | shares | 10,873 | |||||||||||||||||||
Accumulated deficit | (511,279) | $ (511,279) | 20,000 | $ (417,686) | ||||||||||||||||
Finance lease, right of use asset | 114 | 114 | 182 | |||||||||||||||||
Lease liability, current portion | $ 95 | 95 | $ 187 | |||||||||||||||||
Percentage of reduction in workforce | 28% | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Promissory notes issued | $ 2,000 | $ 6,900 | $ 7,200 | |||||||||||||||||
Subsequent Event [Member] | C5 Capital Limited | ||||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Ownership Percentage by beneficial owners | 5% | 5% | 5% | 5% | 5% | |||||||||||||||
Secured Debt | $ 11,845 | $ 11,845 | $ 11,845 | $ 11,845 | $ 11,845 | |||||||||||||||
Common Stock Purchase Agreement [Member] | Tumim Stone Capital, LLC [Member] | ||||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Purchase commitment of common stock shares | $ 586 | $ 586 | ||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Convertible Debt | $ 10,300 | $ 25,750 | ||||||||||||||||||
Additional borrowings of convertible promissory note | 10,300 | |||||||||||||||||||
Net of discount for cash proceeds | $ 10,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | 3i LP [Member] | ||||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Additional borrowings of convertible promissory note | $ 15,450 | |||||||||||||||||||
IronNet Cybersecurity Inc [Member] | Business Combination Agreement [Member] | ||||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Common stock diluted exchange ratio | 0.8141070 |
Organization and Summary of C_5
Organization and Summary of Changes in Significant Accounting Policies - Summary of Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Total revenue | $ 6,988 | $ 6,913 | $ 20,283 | $ 19,365 |
United States [Member] | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Total revenue | 5,634 | 6,226 | 17,478 | 17,210 |
International [Member] | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Total revenue | $ 1,354 | $ 687 | $ 2,805 | $ 2,155 |
Reverse Recapitalization - Summ
Reverse Recapitalization - Summary of Reconcile Elements of the Merger (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Business Combinations [Abstract] | ||
Issuance of PIPE Shares | $ 0 | $ 125,000 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue remaining performance obligation amount | $ 41,489 | $ 41,489 | |||
Deferred commission expenses | 1,997 | 1,997 | $ 1,238 | ||
Other Current Assets [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Deferred commission expenses | 894 | 894 | |||
Other Noncurrent Assets [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Deferred commission expenses | 1,103 | 1,103 | |||
Two Customers [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customers excluding assessed tax | $ 4,534 | $ 4,283 | |||
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 23% | 22% | |||
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 10% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 51% | 49% | |||
Subscription Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customers excluding assessed tax | 5,651 | $ 3,792 | $ 16,069 | $ 10,993 | |
Product Subscription And Support Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customers excluding assessed tax | $ 6,674 | $ 6,132 | $ 19,331 | $ 18,038 |
Revenue - Schedule of Customers
Revenue - Schedule of Customers That Represented 10% or More of the Company's Total Revenue (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13% | 11% | 12% | 11% |
Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10% | 12% | 11% | 11% |
Total Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 23% | 23% | 23% | 22% |
Revenue - Schedule of Deferred
Revenue - Schedule of Deferred Contract Fulfillment Costs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning Balance | $ 4,604 | $ 2,805 |
Amounts recognized in cost of revenue | (9,294) | (1,033) |
Costs deferred | 9,640 | 473 |
Foreign exchange | (3) | |
Ending Balance | $ 4,950 | $ 2,242 |
Revenue - Schedule of Deferre_2
Revenue - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning Balance | $ 33,566 | $ 34,044 |
Revenue recognized | (20,283) | (23,687) |
Amounts deferred | 16,952 | 23,944 |
Foreign exchange | (12) | |
Ending Balance | $ 30,235 | $ 34,289 |
Revenues - Schedule of Company'
Revenues - Schedule of Company's Recognition of Revenue (Details) $ in Thousands | Oct. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation amount | $ 41,489 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 months |
Revenue remaining performance obligation amount | $ 7,271 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue remaining performance obligation amount | $ 19,426 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue remaining performance obligation amount | $ 12,137 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-02-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue remaining performance obligation amount | $ 2,655 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 14, 2022 | Oct. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring, Description | On September 14, 2022, the Company announced its plans to undertake a restructuring to reduce headcount by approximately 28%, which resulted in a reduction of approximately 71 positions. | |||
Restructuring charges | $ 655 | |||
Pre-tax charges | $ 11,043 | 11,043 | ||
Non-cash stock based compensation expense | $ 10,388 | $ 33,075 | $ 129,983 | |
Vesting of restricted stock units | 10,873 | |||
Restricted stock award forfeitures | $ (486) |
Equity - Additional Information
Equity - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||||
Feb. 11, 2022 USD ($) | Oct. 31, 2022 USD ($) Vote $ / shares shares | Oct. 31, 2021 USD ($) shares | Oct. 31, 2022 USD ($) Vote $ / shares shares | Oct. 31, 2021 USD ($) shares | Jan. 31, 2022 $ / shares shares | |
Stockholders' Equity (Details) [Line Items] | ||||||
Preferred stock authorized to issue | 100,000,000 | 100,000,000 | 100,000,000 | |||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common stock, share authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Commitment fee | $ | $ 420,000 | $ 420,000 | ||||
Commitment fee | $ | $ 1,330,000 | $ 1,330,000 | ||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 103,708,000 | 103,708,000 | 88,876,000 | |||
Common stock, shares outstanding | 103,708,000 | 103,708,000 | 88,876,000 | |||
Aggregate purchase price | $ | $ 10,000 | $ 305,000 | ||||
Common Stock Purchase Agreement [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Transaction costs | $ | $ 96,000 | |||||
Tumim Stone Capital, LLC [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Purchase agreement description | the Company has the right, but not the obligation from time to time to direct Tumim to purchase amounts of common stock, subject to certain limitations in the Purchase Agreement, specified in purchase notices that will be delivered to Tumim under the Purchase Agreement (each such purchase, a “Purchase”). Shares of common stock will be issued from the Company to Tumim at either a (i) 3% discount to the average daily volume weighted average price (the “VWAP”) of the common stock during the three consecutive trading days from the date that a purchase notice with respect to a particular purchase (a “VWAP Purchase Notice”) is delivered from the Company to Tumim (a “Forward VWAP Purchase”), or (ii) 5% discount to the lowest daily VWAP during the three consecutive trading days from the date that a VWAP Purchase Notice with respect to a particular purchase is delivered from the Company to Tumim (an “Alternative VWAP Purchase”). There is no upper limit on the price per share that Tumim could be obligated to pay for the common stock under the Purchase Agreement. The purchase price per share of common stock to be sold in a Purchase will be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. | |||||
Tumim Stone Capital, LLC [Member] | Common Stock Purchase Agreement [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Purchase commitment of common stock shares | $ | $ 175,000 | 586,000 | ||||
Consideration paid on purchase commitment of common stock shares | $ | $ 1,750,000 | |||||
Percentage of consideration paid on purchase commitment of common stock shares | 1% | |||||
Sale of Stock, Number of Shares | 1,762,000 | |||||
Public Warrants [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Not exercised warrants | 8,596,000 | 8,596,000 | ||||
Sale price of common stock | $ / shares | $ 18 | $ 18 | ||||
Public warrants exercised price | $ / shares | 11.50 | 11.50 | ||||
Price per warrant | $ / shares | $ 0.01 | $ 0.01 | ||||
Common Stock [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common stock, shares issued | 103,708 | 103,708 | ||||
Common stock, shares outstanding | 103,708 | 103,708 | ||||
Number of shares issued | 30,000 | 598,000 | ||||
Common Class A [Member] | ||||||
Stockholders' Equity (Details) [Line Items] | ||||||
Common shares, votes per share | Vote | 1 | 1 | ||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Feb. 01, 2023 | Feb. 01, 2022 | Aug. 26, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based compensation by share based arrangement percentage of shares authorized for grant for which no condition is there | 20% | 20% | ||||||
Share based compensation by share based arrangement term | 10 years | |||||||
Fair value of shares under stock options granted | $ 2,000 | $ 5,306,000 | ||||||
Common stock, shares outstanding | 103,708,000 | 103,708,000 | 88,876,000 | |||||
Stock Option [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based payment arrangement non vested award cost not yet recognized amount | $ 0 | $ 0 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Allocated share based compensation | 14,495,000 | |||||||
Share based payment arrangement non vested award cost not yet recognized amount | $ 23,061,000 | $ 23,061,000 | ||||||
Share issued, price per share | $ 12.85 | $ 12.85 | ||||||
Weighted average remaining vesting period | 2 years 8 months 23 days | |||||||
Employee Stock Option [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Percentage of annual increase in common stock available for issuance | 1% | |||||||
Allocated share based compensation | $ 0 | $ 8,000 | $ 40,000 | 40,000 | ||||
Common stock, shares outstanding | 2,700,000 | |||||||
Graded Vesting Schedule [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Allocated share based compensation | 2,684,000 | $ 129,921,000 | 15,630,000 | $ 129,921,000 | ||||
Straight-line vesting schedule [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Allocated share based compensation | $ 11,811,000 | $ 17,445,000 | ||||||
Stock Incentive Plan [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based compensation by share based arrangement vesting period | 48 months | |||||||
Share based compensation by share based arrangement vesting arrangement term | 25% | |||||||
Allocated share based compensation | $ 33,075,000 | |||||||
Stock Incentive Plan [Member] | Common Class A [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based compensation by share based arrangement number of shares available for grant | 8,627 | 8,627 | ||||||
Stock Incentive Plan [Member] | Common Class A [Member] | Maximum [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based compensation by share based arrangement number of shares authorized | 13,500 | |||||||
2014 Equity Incentive Plan [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Conversion of stock, shares converted | 18,972 | |||||||
2021 Equity Incentive Plan [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based compensation by share based arrangement number of shares authorized | 18,434 | |||||||
Percentage of annual increase in common stock available for issuance | 5% | |||||||
Increase in issuance of number of shares and share equivalents | 4,934 | |||||||
2021 Employee Stock Purchase Plan [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based compensation by share based arrangement number of shares authorized | 3,589 | |||||||
Share based compensation by share based arrangement number of shares authorized prior limit | 2,700 | |||||||
2021 Employee Stock Purchase Plan [Member] | Subsequent Event [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share based compensation by share based arrangement number of shares authorized | 4,704 | |||||||
Increase in issuance of number of shares and share equivalents | 1,115 |
Stock Incentive Plan - Summary
Stock Incentive Plan - Summary of Stock Options Under Stock Incentive Plan (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Jan. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares, Beginning Balance | shares | 1,317,000 | |
Number of Shares, Exercised | shares | (420,000) | |
Number of Shares, Forfeited or expired | shares | (87,000) | |
Number of Shares, Ending Balance | shares | 1,317,000 | 810,000 |
Number of Shares, Exercisable | shares | 810,000 | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.55 | |
Weighted Average Exercise Price, Exercised | $ / shares | 0.52 | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | 0.77 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.55 | 0.53 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.53 | |
Weighted Average Remaining Contractual Term, Outstanding | 4 years 10 months 24 days | 4 years 1 month 6 days |
Weighted Average Remaining Contractual Term, Exercised | 4 years 2 months 12 days | |
Weighted Average Remaining Contractual Term, Forfeitures or expired | 4 years 3 months 18 days | |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 1 month 6 days | |
Intrinsic Value of Outstanding Options, Beginning Balance | $ | $ 3,773 | |
Intrinsic Value of Outstanding Options, Exercised | $ | 631 | |
Intrinsic Value of Outstanding Options, Ending Balance | $ | $ 3,773 | 1,203 |
Intrinsic Value of Outstanding Options, Exercisable | $ | $ 1,203 |
Stock Incentive Plan - Summar_2
Stock Incentive Plan - Summary of Status of Outstanding RSU's (Details) | 9 Months Ended |
Oct. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Shares, Beginning Balance | shares | 10,310,000 |
Number of Shares, Granted | shares | 9,681,000 |
Number of Shares, Vested | shares | (7,492,000) |
Number of Shares, Forfeited or expired | shares | (5,463,000) |
Number of Shares, Ending Balance | shares | 7,036,000 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 9.57 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 3.36 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 8.86 |
Weighted Average Grant Date Fair Value, Forfeited or expired | $ / shares | 3.41 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 5 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | Sep. 15, 2022 USD ($) |
Level 3 [Member] | |
Convertible debt, fair value | $ 774 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2022 | Jan. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 6 | $ 102 |
Commitment Fee | 1,330 | |
Total financial assets | 1,336 | 102 |
Warrants | 1 | 7 |
Conversion option | 774 | |
Total financial liabilities | 775 | 7 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 6 | 102 |
Total financial assets | 6 | 102 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 1 | 7 |
Total financial liabilities | 1 | $ 7 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commitment Fee | 1,330 | |
Total financial assets | 1,330 | |
Conversion option | 774 | |
Total financial liabilities | $ 774 |
Supplemental Information - Sche
Supplemental Information - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Accrued Liabilities [Abstract] | ||
Accrued expenses | $ 901 | $ 2,438 |
Taxes payable on behalf of employees related to vested RSUs | 7,261 | |
Unvouched payables | 1,632 | 2,271 |
Total accrued expenses | $ 9,794 | $ 4,709 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Feb. 01, 2022 | Jan. 31, 2022 | |
Leases [Abstract] | |||||
Percentage of annual escalation of base rent | 2.75% | ||||
Finance lease, right of use asset | $ 114 | $ 182 | |||
Finance lease liability | 95 | ||||
Rent expense | $ 257 | $ 849 | |||
Finance lease payments | $ 96 | $ 0 |
Leases - Schedule of Financial
Leases - Schedule of Financial Statement Classification of Lease Balances With Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Feb. 01, 2022 |
Leases [Abstract] | ||
Operating | $ 1,988 | $ 2,685 |
Finance | 114 | 182 |
Operating | 593 | |
Finance | 95 | 187 |
Operating Lease, Liability, Noncurrent | $ 2,202 | $ 2,654 |
Leases - Schedule of Total Leas
Leases - Schedule of Total Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 31, 2022 | Oct. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 222 | $ 815 |
Short-term lease cost | 447 | 1,630 |
Variable lease cost | 13 | 60 |
Amortization of right-of-use assets | 23 | 68 |
Interest on lease liabilities | 1 | 4 |
Total finance lease cost | $ 24 | $ 72 |
Leases - Schedule of Lease Paym
Leases - Schedule of Lease Payments (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Feb. 01, 2022 | Jan. 31, 2022 |
Operating Leases | |||
Remaining three months of fiscal 2023 | $ 184 | ||
2024 | 755 | $ 1,025 | |
2025 | 775 | 755 | |
2026 | 797 | 775 | |
2027 | 657 | 797 | |
Total | 3,168 | 4,010 | |
Less: Imputed Interest | (373) | ||
Present value of net lease payments | 2,795 | $ 974 | |
Lease liability, current portion | 593 | ||
Lease liability, net of current portion | 2,202 | 2,654 | |
Total lease liability | 2,795 | 974 | |
Finance Leases | |||
2024 | 96 | ||
Total | 96 | $ 0 | |
Less: Imputed Interest | (1) | ||
Present value of net lease payments | 95 | ||
Lease liability, current portion | 95 | $ 187 | |
Total lease liability | $ 95 |
Leases - Supplemental Informati
Leases - Supplemental Information Related To Operating And Finance Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Opeating cash flows from operating leases | $ 950 | |
Operating cash flows from finance leases | 4 | |
Financing cash flows from finance leases | 96 | $ 0 |
Cash paid for amounts included in the measurement of lease liabilities | $ 1,050 | |
Weighted average remaining lease term (in years) | ||
Operating leases | 4 years 29 days | |
Finance leases | 1 year 3 months | |
Weighted average discount rate | ||
Operating leases | 6.36% | |
Finance leases | 5.67% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Obligations Under Non cancellable Operating Leases (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Leases [Abstract] | ||
2023 | $ 755 | $ 1,025 |
2024 | 775 | 755 |
2025 | 797 | 775 |
2026 | 657 | 797 |
2027 | 658 | |
Total | $ 3,168 | $ 4,010 |
Convertible Debt - Additional I
Convertible Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 15, 2022 | Oct. 31, 2022 | Oct. 31, 2022 | Sep. 14, 2022 | |
Short-Term Debt [Line Items] | ||||
Convertible Debt | $ 10,300 | $ 10,300 | ||
Conversion price per share | $ 2 | $ 2 | ||
Interest expense | $ 144 | $ 144 | ||
Interest expense on amortization of debt issuance costs | 80 | |||
Amortization of debt issuance costs | 284 | |||
Amortization of OID | 300 | |||
Accretion of debt discount | 106 | |||
Securities Purchase Agreement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Convertible Debt | $ 10,300 | $ 25,750 | ||
5% Convertible Promissory Notes Due 2024 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Convertible Debt | 10,300 | 10,300 | $ 25,750 | |
Additional convertible debt | $ 15,450 | $ 15,450 | ||
Debt instrument, interest rate | 3% | 5% | 5% | |
Debt Instrument, Term | 18 months | 18 months | ||
Issuance of convertible debt percentage | 10% | |||
Conversion price per share | $ 7.50 | $ 7.50 | ||
Debt discount | $ 774 | $ 774 | ||
Debt instrument periodic payment | $ 687 | |||
Common stock at a conversion price (in dollars per share) | $ 7.50 | |||
Lowest daily volume weighted average price | 95% | 95% | ||
Floor price | $ 0.44 | $ 0.44 | ||
Percentage of installment amount | 105% | 105% | ||
Interest expense on convertible note | $ 64 | |||
Effective interest rate | 11.90% | 11.90% |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Components of Convertible Notes (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Debt Disclosure [Abstract] | ||
Convertible promissory notes | $ 9,632 | |
Less: unamortized original issue discount and issuance costs | (504) | |
Convertible notes | $ 9,128 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 0% | 0% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||
Revenue from contract with related parties | $ 210 | $ 426 | $ 948 | $ 1,263 | |
Accounts receivable related parties | $ 1,283 | $ 1,283 | $ 3,233 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (32,009) | $ (162,949) | $ (93,593) | $ (195,616) |
Basic and Diluted Weighted-average shares in computing net loss per share attributable to common stockholders | 105,033 | 87,178 | 101,925 | 74,001 |
Basic and Diluted Weighted-average shares in computing net loss per share attributable to common stockholders | 105,033 | 87,178 | 101,925 | 74,001 |
Net loss attributable to common stockholders - basic and diluted | $ (0.30) | $ (1.87) | $ (0.92) | $ (2.64) |
Net loss attributable to common stockholders - basic and diluted | $ (0.30) | $ (1.87) | $ (0.92) | $ (2.64) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,819 | 18,286 |
Shares of Common Stock Issuable from Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 810 | 1,475 |
Unvested RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,030 | 8,205 |
Convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,373 | 0 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,606 | 8,606 |
Deferred Payroll Taxes - (Addit
Deferred Payroll Taxes - (Additional Information) (Details) - CARES Act [Member] - Impact Of PPP Loan Under CARES Act [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2021 |
Other Current And Long Term Liabilities [Member] | |||
Unusual Risk or Uncertainty [Line Items] | |||
Deferred Payroll Tax Amount | $ 689 | ||
Due On December Thirty One Two Thousand Twenty One [Member] | |||
Unusual Risk or Uncertainty [Line Items] | |||
Percentage Of Deferred Payroll Taxes Amount Due Next Twelve Months | 50% | ||
Due On December Thirty One Two Thousand Twenty Two [Member] | |||
Unusual Risk or Uncertainty [Line Items] | |||
Percentage Of Deferred Payroll Taxes Amount Due Year One | 50% |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) | 9 Months Ended |
Oct. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee contribution matching percentage | 4% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 4 Months Ended | |||||||||
Jan. 09, 2023 | Dec. 30, 2022 | Dec. 16, 2022 | Apr. 20, 2023 | Apr. 13, 2023 | Feb. 27, 2023 | Feb. 08, 2023 | Jan. 12, 2023 | Oct. 31, 2022 | Jan. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Conversion price per share | $ 2 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Secured promissory notes aggregate principal amount | $ 2,000 | $ 6,900 | $ 7,200 | |||||||
Amendment and restatement date | Jan. 11, 2023 | |||||||||
Interest rate on notes payable | 13.80% | 13.80% | ||||||||
Debt Instrument Maturity date | Jun. 30, 2023 | Jun. 30, 2023 | ||||||||
Convertible promissory note principal amount | $ 595 | $ 2,250 | $ 4,000 | $ 3,000 | ||||||
Consideration on bridge financing | $ 2,000 | |||||||||
Consideration on additional bridge financing | $ 3,500 |