Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | May 11, 2023 | Jul. 31, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Fiscal Year Focus | 2023 | ||
Document Period End Date | Jan. 31, 2023 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | --01-31 | ||
Document Fiscal Period Focus | FY | ||
City Area Code | 443 | ||
Entity Public Float | $ 134.3 | ||
Local Phone Number | 300-6761 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Common Stock, Shares Outstanding | 111,775,430 | ||
Documents Incorporated By Reference | Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K are incorporated by reference from the registrant’s amendment to this Form 10-K to be filed on Form 10-K/A with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year covered by this report. | ||
Auditor Firm ID | 238 | ||
Auditor Location | Washington, District of Columbia | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | IRNT | ||
Security Exchange Name | NYSE | ||
Warrants [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase common stock | ||
Trading Symbol | IRNT.WS | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 7,568 | $ 47,673 |
Accounts receivable | 3,373 | 1,991 |
Unbilled receivables | 717 | 4,637 |
Related party receivables | 0 | 3,233 |
Accounts and related party receivables | 4,090 | 9,861 |
Inventory | 2,669 | 4,581 |
Deferred costs | 3,138 | 2,599 |
Prepaid warranty | 1,218 | 829 |
Prepaid expenses | 1,743 | 3,660 |
Other current assets | 818 | 1,458 |
Total current assets | 21,244 | 70,661 |
Deferred costs | 2,975 | 3,243 |
Property and equipment, net | 5,972 | 5,606 |
Prepaid warranty | 1,141 | 1,229 |
Deposits and other assets | 2,327 | 493 |
Total assets | 33,659 | 81,232 |
Current liabilities: | ||
Accounts payable | 7,287 | 2,348 |
Accrued expenses | 9,973 | 4,709 |
Deferred revenue | 17,180 | 16,049 |
Deferred rent | 0 | 159 |
Related party notes payable | 11,845 | 0 |
Convertible notes payable | 8,128 | 0 |
Conversion features on convertible notes payable | 734 | 0 |
Income tax payable | 412 | 542 |
Other current liabilities | 735 | 689 |
Total current liabilities | 56,294 | 24,496 |
Deferred rent | 0 | 769 |
Deferred revenue | 9,961 | 17,517 |
Warrants | 0 | 7 |
Other long-term liabilities | 2,128 | 0 |
Total liabilities | 68,383 | 42,789 |
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock; $0.0001 par value; 500,000 shares authorized; 110,716 and 88,876 shares issued and outstanding at January 31, 2023 and January 31, 2022, respectively | 11 | 9 |
Additional paid-in capital | 493,902 | 455,849 |
Accumulated other comprehensive income | 59 | 271 |
Accumulated deficit | (528,696) | (417,686) |
Total stockholders' (deficit) equity | (34,724) | 38,443 |
Total liabilities and stockholders' (deficit) equity | $ 33,659 | $ 81,232 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jan. 31, 2023 | Jan. 31, 2022 | Nov. 12, 2019 |
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 | 111,466,000 | 88,876,000 | |
Common stock, shares outstanding | 111,466,000 | 88,876,000 | |
Common Class A [Member] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Total revenue | $ 27,257 | $ 27,544 |
Total cost of revenue | 13,994 | 9,383 |
Gross Profit | 13,263 | 18,161 |
Operating expenses | ||
Research and development | 32,426 | 52,899 |
Sales and marketing | 31,550 | 82,922 |
General and administrative | 57,000 | 112,099 |
Total operating expenses | 120,976 | 247,920 |
Operating loss | (107,713) | (229,759) |
Interest expense | (1,273) | (1,155) |
Other income | 108 | 25 |
Other expense | (2,080) | (28) |
Change in fair value of warrant liabilities | 6 | (11,265) |
Loss before income taxes | (110,952) | (242,182) |
Provision for income taxes | (58) | (465) |
Net Loss | $ (111,010) | $ (242,647) |
Basic net loss per common share | $ (1.07) | $ (3.03) |
Diluted net loss per common share | $ (1.07) | $ (3.03) |
Weighted average shares outstanding, basic | 104,049 | 79,953 |
Weighted average shares outstanding, diluted | 104,049 | 79,953 |
Product Subscription And Support Revenue [Member] | ||
Total revenue | $ 25,703 | $ 25,347 |
Total cost of revenue | 13,467 | 8,225 |
Professional Services Revenue [Member] | ||
Total revenue | 1,554 | 2,197 |
Total cost of revenue | $ 527 | $ 1,158 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (111,010) | $ (242,647) |
Foreign currency translations adjustment, net of tax | (212) | 231 |
Total comprehensive loss | $ (111,222) | $ (242,416) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Public Warrants [Member] | Private Warrants [Member] | Convertible Debt [Member] | Common Stock | Common Stock Public Warrants [Member] | Common Stock Private Warrants [Member] | Common Stock Convertible Debt [Member] | Additional Paid-in Capital | Additional Paid-in Capital Public Warrants [Member] | Additional Paid-in Capital Private Warrants [Member] | Additional Paid-in Capital Convertible Debt [Member] | (Accumulated Deficit)/ Retained Earnings | Accumulated Other Comprehensive Income | 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 | 66,934,000 | ||||||||||||||
Exercise of stock options and settlement of restricted stock units (share) | 749,000 | ||||||||||||||
Issuance of common stock | $ 365 | $ 330 | $ 21,492 | 365 | $ 330 | $ 21,492 | |||||||||
Issuance of common stock (in Shares) | 755,000 | 29,000 | 3,188,000 | ||||||||||||
Merger recapitalization | (12,026) | $ 1 | (12,027) | ||||||||||||
Merger recapitalization (in Shares) | 4,555,000 | ||||||||||||||
Issuance of PIPE Shares | 109,858 | $ 1 | 109,857 | ||||||||||||
Issuance of PIPE Shares (in Shares) | 12,500,000 | ||||||||||||||
Issuance of merger earnout shares (In Shares) | 1,078,000 | ||||||||||||||
Interest earned on subscription notes receivable | 8 | 8 | (8) | ||||||||||||
Settlement of related party loan receivable for common shares | (1,075) | (1,075) | |||||||||||||
Settlement of related party loan receivable for common shares (in Shares) | (108,000) | ||||||||||||||
Shares repurchase related to payment of subscription notes receivables | 293 | (550) | $ 843 | ||||||||||||
Shares repurchase related to payment of subscription notes receivables (in Shares) | (55,000) | ||||||||||||||
Stock-based compensation | 156,596 | 156,596 | |||||||||||||
Net loss | (242,647) | (242,647) | |||||||||||||
Foreign currency translation adjustment, net of tax | 231 | 231 | |||||||||||||
Ending Balance at Jan. 31, 2022 | 38,443 | $ 9 | 455,849 | (417,686) | 271 | ||||||||||
Ending Balance (in Shares) at Jan. 31, 2022 | 88,876,000 | ||||||||||||||
Exercise of stock options and settlement of restricted stock units | $ 296 | $ 2 | 294 | ||||||||||||
Exercise of stock options and settlement of restricted stock units (share) | 580,000 | 18,730,000 | |||||||||||||
Statutory tax withholding related to net-share settlement of restricted stock units (in shares) | (15,000) | ||||||||||||||
Statutory tax withholding related to net-share settlement of restricted stock units | $ (91) | (91) | |||||||||||||
Issuance of common stock | 586 | $ 406 | 586 | $ 406 | |||||||||||
Issuance of common stock (in Shares) | 2,511,000 | 1,364,000 | |||||||||||||
Interest earned on subscription notes receivable | 0 | ||||||||||||||
Settlement of related party loan receivable for common shares | 0 | ||||||||||||||
Stock-based compensation | 36,858 | 36,858 | |||||||||||||
Net loss | (111,010) | (111,010) | |||||||||||||
Foreign currency translation adjustment, net of tax | (212) | (212) | |||||||||||||
Ending Balance at Jan. 31, 2023 | $ (34,724) | $ 11 | $ 493,902 | $ (528,696) | $ 59 | ||||||||||
Ending Balance (in Shares) at Jan. 31, 2023 | 111,466,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (111,010) | $ (242,647) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,336 | 1,092 |
Gain on sale of fixed assets | (27) | (6) |
Loss of disposal of fixed assets | 117 | 0 |
Bad debt expense | 1,283 | 0 |
Employee stock based compensation | 36,858 | 156,596 |
Change in fair value of warrants liabilities | (6) | 11,265 |
Change in fair value of conversion options | (103) | 0 |
Change in fair value of commitment fee | 1,555 | 0 |
Conversion option accretion | 326 | 0 |
Non-cash interest expense | 897 | 1,155 |
Non-cash interest income on amounts due from stockholder | 0 | (8) |
Excess inventory adjustment | 2,744 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and related party receivable | 4,489 | (3,194) |
Deferred costs | (272) | (1,718) |
Inventories | (832) | (2,401) |
Prepaid expenses | 1,918 | (1,614) |
Other current assets | (124) | (2,407) |
Prepaid warranty | (301) | (144) |
Deposits and other assets | 865 | (196) |
Accounts payable | 4,939 | 398 |
Accrued expenses | (2,306) | 971 |
Income tax payable | (130) | 454 |
Other liabilities | (692) | (689) |
Deferred rent | 0 | (134) |
Deferred revenue | (6,425) | (477) |
Warrants | 0 | 20 |
Operating lease liability | (972) | 0 |
Net cash used in operating activities | (64,873) | (83,684) |
Cash flows from investing activities | ||
Purchases of property and equipment | (142) | (1,714) |
Capitalized software development costs | (2,375) | (2,166) |
Proceeds from the sale of fixed assets | 27 | 8 |
Net cash used in investing activities | (2,490) | (3,872) |
Cash flows from financing activities | ||
Exercise of stock options | 296 | 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 | 20,401 | 0 |
Cash remitted to fund employee tax obligation for vested RSUs | (12,467) | 0 |
Payment of equity line commitment fee | (1,750) | 0 |
Proceeds from issuance of convertible notes | 10,000 | 0 |
Proceeds from issuance of related party debt | 11,900 | 0 |
Payment of debt issuance costs | (284) | 0 |
Repayment of debt | (1,023) | 0 |
Payment of finance lease obligations | (98) | 0 |
Proceeds from issuance of common stock | 586 | 694 |
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 | 4,213 |
Proceeds from issuance of PIPE shares | 0 | 125,000 |
Payment of merger transaction costs | 0 | (21,179) |
Proceeds from stock subscriptions | 0 | 293 |
Net cash provided by financing activities | 27,470 | 103,441 |
Effect of exchange rate changes on cash and cash equivalents | (212) | 245 |
Net change in cash and cash equivalents | (40,105) | 16,130 |
Cash and Cash Equivalents | ||
Beginning of the period | 47,673 | 31,543 |
End of the period | 7,568 | 47,673 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 126 | 0 |
Supplemental disclosures of non-cash investing and financing activities | ||
Interest earned on subscription notes receivable | 0 | 8 |
Unpaid purchases of property and equipment | 0 | 28 |
Non-cash settlement of related party loan receivable for common shares | 0 | 1,075 |
Initial classification of warrant liabilities | 0 | 10,234 |
Cashless exercise of warrants classified as liabilities | $ 0 | $ 10,214 |
Organization and Nature of Oper
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies Organization 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. 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 transactions associated with the Merger, and IronNet, Inc. and the Company's subsidiaries after the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger, (i) each outstanding share of Legacy IronNet common stock and preferred stock (with each share of Legacy IronNet preferred stock being treated as if it were converted into ten (10) shares of Legacy IronNet common stock on the effective date of the Merger) was converted into the right to receive (a) a number of shares of Company common stock equal to the Exchange Ratio (as defined below) and (b) a cash amount payable in respect of fractional shares of Legacy IronNet common stock that would otherwise be issued in connection with the foregoing conversion, if applicable, and (ii) each Legacy IronNet option, restricted stock unit, restricted stock award that was outstanding immediately prior to the closing of the Merger (and by its terms did not terminate upon the closing of the Merger) remains outstanding and (x) in the case of options, represents the right to purchase a number of shares of Company common stock equal to the number of shares of Legacy IronNet common stock subject to such option multiplied by the Exchange Ratio used for Legacy IronNet common stock (rounded down to the nearest whole share) at an exercise price per share equal to the current exercise price per share for such option divided by the Exchange Ratio (rounded up to the nearest whole cent) and (y) in the case of restricted stock units and restricted stock awards, represent a number of shares of Company common stock equal to the number of shares of Legacy IronNet common stock subject to such restricted stock unit or restricted stock award multiplied by the Exchange Ratio (rounded down to the nearest whole share). In addition, Legacy IronNet stockholders and eligible holders of options, restricted stock unit awards and restricted stock awards (as applicable, only to the extent time vested as of the closing of the Merger) were also eligible to receive additional merger consideration in the form of a pro rata portion of 1,078 shares of Company common stock if the volume weighted average closing share price for the Company’s common stock equaled or exceeded $ 13.00 for ten ( 10 ) consecutive days during the two-year period following the closing of the Merger. This condition was satisfied and the additional shares of Company common stock were issued in September 2021. 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 stockholders being the majority stockholders and holding majority voting power in the combined company, Legacy IronNet senior management comprising the majority of the senior management of the combined company, and Legacy IronNet 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. Operations prior to the Merger in these financial statements are those of Legacy IronNet and the retained earnings of Legacy IronNet has been carried forward after the Merger. Share numbers and the related earnings (loss) per share calculations for all periods prior to the Merger have been retrospectively adjusted for the equivalent number of shares reflecting the exchange ratio established in the Merger. Refer to Note 3. Reverse Recapitalization and Restructuring for additional information. Nature of Operations IronNet provides a suite of technologies that provide real-time threat assessment and updates, behavioral modeling, big data analytics, and proactive threat detection and response capabilities as well as consulting services and training programs to protect against current and emerging cyber-threats. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of all subsidiaries, all of which are wholly owned for the fiscal years ended January 31, 2023 and 2022 . Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management 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, embedded derivatives within convertible debt agreements, 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 consolidated financial statements. Liquidity In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. For the year ended January 31, 2023, the Company incurred a net loss of ($ 111,010 ), and as of January 31, 2023, the Company had an accumulated deficit of $ 528,696 . In addition, during the year ended January 31, 2023, the Company used $ 64,873 of cash in operating activities. Because of the numerous risks and uncertainties associated with the Company’s commercialization and development efforts, the Company is unable to predict when it will become profitable, and it may never become profitable. The Company’s inability to achieve and then maintain profitability would negatively affect its business, financial condition, results of operations and cash flows. As of January 31, 2023, the Company had cash and cash equivalents of $ 7,568 , which is not legally restricted to use, and collectable receivables of $ 4,090 , accounts payable and accrued expenses of $ 17,260 , including $ 6,987 due to taxing authorities, $ 8,927 in principal amounts owed on convertible debt, and $ 11,900 in principal amounts owed on related party debt, as discussed in Note 12. 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 ("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. Between December 14, 2022 and April 20, 2023, the Company issued senior secured promissory notes in an aggregate principal amount of $ 7,200 to a total of eight lenders including directors of the Company. Between January 11, 2023 and May 8, 2023, the Company issued senior secured convertible promissory notes in the aggregate principal amount of $ 13,095 to entities affiliated with C5 Capital Limited (“C5”), a beneficial owner of more than 5 % of the Company’s outstanding common stock. As of January 31, 2023, the Company had issued $ 6,900 in senior secured promissory notes to eight lenders and $ 5,000 in senior secured convertible promissory notes to C5. See Note 12 for more information. The Company’s future capital requirements will depend on many factors, including, but not limited to, 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 efforts to market and 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 year ended January 31, 2023 , the Company undertook a restructuring that reduced its headcount by approximately 44 %. Refer to Note 3 for additional information. Subsequent to January 31, 2023, the Company undertook additional actions to reduce its operating expenses and preserve its cash. 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. Summary of Significant Accounting Policies Cash Equivalents The Company considers all highly-liquid instruments readily convertible into known amounts of cash with original maturities of three months or less to be cash equivalents. Accounts and Loan Receivable Accounts receivable, including unbilled, are generated from contracts with customers. Management determines the need for an allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. Management has evaluated the need for an allowance for doubtful accounts and at January 31, 2023 and 2022 , the Company recorded an allowance for doubtful accounts of $ 1,283 and $ 0 , respectively. Concentrations of Credit Risk The Company’s assets that are exposed to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Amounts on deposit in excess of federally insured limits of $ 250 or accounts not included in federally insured limits at January 31, 2023 approximates $ 6,769 . Accounts receivable consist primarily of amounts due from commercial entities. As of January 31, 2023, the Company held cash deposits at Silicon Valley Bank ("SVB") in excess of government insured limits. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation ("FDIC") was appointed as receiver and SVB was subsequently transferred into a new entity, Silicon Valley Bridge Bank, N.A ("SVB Bridge Bank"). On March 12, 2023, the U.S. Treasury Department, the Federal Reserve and the FDIC jointly announced enabling actions that fully protect all SVB depositors’ insured and uninsured deposits, and that such depositors would have access to all of their funds starting March 13, 2023. On March 13, 2023, the Company was able to access its full deposits with SVB. Inventory Inventory is stated at the lower of cost or net realizable value. The Company recorded an inventory provision of $ 2,744 and $ 0 for January 31, 2023 and 2022, respectively, to reduce slow-moving, obsolete or unusable inventories to their net realizable values for January 31, 2023 and 2022 . Substantially all inventory is finished goods. Deferred Costs The Company amortizes contract fulfillment costs ratably over the contract term in a manner consistent with the related revenue recognition on that contract and are included in cost of revenue. These costs include appliance hardware and installation costs that are essential in providing the future benefit of the solution. Deferred Commissions Sales commissions paid to initially obtain a contract are considered incremental and recoverable costs and are deferred and then amortized on a straight-line basis over the period of benefit determined to be between one and five years , which includes the contractual and expected renewal periods. Incremental sales commissions that may be paid upon the renewal of a contract are also considered incremental and recoverable costs, which are deferred and amortized on a straight-line basis over the renewal period. The Company recognizes the incremental costs to initially obtain a contract with a customer on the consolidated balance sheet if the Company expects the benefit of those costs to be longer than one year. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statement of operations. Sales commissions paid upon renewal are substantially lower than the commissions paid to initially obtain the contract and are expensed in the period the contract is renewed. The majority of customer contracts are annual and as a result these renewals commissions are paid on an annual basis. Property and Equipment Property and equipment is stated at cost and depreciated over the asset's estimated useful life using the straight-line method. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. The Company has incurred repair and maintenance charges of $ 28 and $ 12 for the years ended January 31, 2023 and 2022, respectively. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation and amortization is removed and any resulting gain or loss is included in the results of operations. Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Computer and other equipment 3 - 5 years Leasehold improvements Shorter of life of lease or life of asset Furniture and fixtures 7 years Software 3 years Deferred Revenue (Contract Liabilities) Deferred revenue, which is a contract liability, consists of amounts for which the Company has the unconditional right to bill or advance from customers for which have not yet recognized revenue. The Company generally bills customers in advance. To the extent the Company bills customers in advance of the contract commencement date, the accounts receivable and corresponding deferred revenue amounts are netted to zero on the consolidated balance sheets, unless the Company has the unconditional right to receive the consideration at the time the customer has been invoiced. To the extent the Company has the unconditional right to bill or advance from customers, if the customer has not yet been invoiced, unbilled receivables are established for the amount for which the Company has the unconditional right to bill, with corresponding deferred revenue established for the portion for which the Company has not yet recognized revenue. Included within deferred revenue are certain amounts collected from customers that can be refundable, all or in part, under termination for convenience provisions. There is no history of refunds to customers in connection with such provisions. Leases The Company leases certain office space and equipment and determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Right-of-use (“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 Company's 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 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 has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Foreign Currency Translation The United States Dollar (USD) is the functional currency of the Company and its subsidiaries in the United States. The subsidiaries’ financial statements are maintained in their functional currencies, which is the local currency in their country of origin. The foreign subsidiaries’ financial statements are translated into USD. Assets and liabilities are translated into USD using the period-end foreign exchange rates. Income and expenses are translated into USD using the weighted-average exchange rates in effect during the period. Equity accounts are translated at historical exchange rates. The effects of these translation adjustments are reported as a component of accumulated other comprehensive income (loss) included in consolidated statements of changes in stockholders’ equity. Revenue Recognition The Company's revenues are derived from sales of products, subscriptions, support and maintenance and other services. Revenue is recognized when all of the following criteria are met: • Identification of the contract, or contracts, with a customer —A contract with a customer to account for exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) the Company determines that collection of substantially all consideration to which it will be entitled in exchange for goods or services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration. • Identification of the performance obligations in the contract —Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, the Company applies judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. • Determination of the transaction price —The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. • Allocation of the transaction price to the performance obligations in the contract —The Company allocates the transaction price to each performance obligation based on the amount of consideration expected to be received in exchange for transferring goods and services to the customer. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP ("Standalone Selling Price") basis. However, these types of arrangements are infrequent as most of the Company’s arrangements comprise a single performance obligation. The Company determines standalone selling price taking into account available information such as historical selling prices of the performance obligation, geographic location, overall strategic pricing objective, market conditions and internally approved pricing guidelines related to the performance obligations. • Recognition of revenue when, or as, the Company satisfies performance obligations —The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at or over the time the related performance obligation is satisfied by transferring a promised good or service to a customer. The Company generates revenue from the sales of product, could-based subscriptions, support and maintenance, and other service s , primarily through the indirect relationships with partners or direct relationships with end customers through the direct sales force. The Company accounts for the contracts with customers in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, regarding Accounting Standards Codification Topic 606 (“ASC 606”), and all related interpretations. Revenue from subscriptions to the cloud-based solutions, which allow customers to use the hosted security software over a contracted period without taking possession of the software and managed services where the Company provides managed detection and response services for customers, are recognized over the contractual term. The Company’s software offering is marketed, sold, and monitored as a single integrated cybersecurity solution, inclusive of software, compute hosting for analytics and sensors which may include hardware, intelligence feeds, and support services. This suite of products and services is a single overall cybersecurity solution that represents one performance obligation. Professional services, which includ e incident response, security assessments, and other strategic security consulting services are offered on a time-and-materials basis or through fixed fee arrangements, and the Company recognizes the associated revenue as the services are delivered. Software Development Costs The Company’s software platform, which has been developed internally, can be provided to customers by utilizing either a software or cloud platform, in which the customer can access the product via the cloud, or software can be downloaded into the customer’s environment and may be supported by hardware. In this case, although customers have the ability to download the software into their own environment for purposes of detecting and defending against threats, the customer is unable to take possession of the software and run it independently without significant penalty. For that reason, the costs related to the development of the Company’s software products and any specifically identifiable upgrades or enhancements qualify for accounting under ASC 350-40 Intangibles - Goodwill and Other - Internal-Use Software. There is no other software developed internally for the purpose of selling or marketing externally that does not require the Company's ongoing involvement. The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful life once it is ready for its intended use, which has been identified as 3 years for the Company’s software products. Amortization of capitalized internal-use software development costs is included within general and administrative expense. As of January 31, 2023 and January 31, 2022 , capitalized costs were $ 5,171 , before $ 1,055 of amortized cost and $ 2,795 , before $ 86 of amortized cost, respectively. Research and Development Research and development costs are expensed in the year incurred and relate to new product developments and new features and are primarily personnel related costs and acquired software costs. These costs totaled $ 32,426 and $ 52,899 for the fiscal years ended January 31, 2023 and 2022 , respectively. Advertising The Company expenses advertising costs as incurred. Advertisi ng costs were $ 138 and $ 1,789 for the fiscal years ended January 31, 2023 and 2022 , respectively and are included in the sales and marketing expenses. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company is subject to income taxes in U.S. federal jurisdictions and various state jurisdictions. Tax regulations within each jurisdiction are subject to interpretation of the related tax laws and regulations and require significant judgment to apply. The Company recognizes tax liabilities for uncertain tax positions when it is more likely than not that a tax position will not be sustained upon examination and settlement with various taxing authorities. Liabilities for uncertain tax positions are measured based upon the largest amount of benefit that is greater than 50 % likely of being realized upon settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods. Management has evaluated the Company’s tax positions and has concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements. Fair Value of Financial Instruments A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The inputs are prioritized into three levels that may be used to measure fair value: Level 1: Inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable. Level |
Revenue
Revenue | 12 Months Ended |
Jan. 31, 2023 | |
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. Through December 2022, the software platform was delivered through both on-premises licenses bundled with on-premises hardware and through subscription software. The Company stopped offering on-premises deployment options in December 2022. During fiscal year 2023, the Company launched IronRadar, a new product intended to broaden the Company's market reach to companies of all sizes that is delivered via subscription software. The security appliance deliverables include proprietary operating system software and hardware together with regular threat intelligence updates and support, maintenance, and warranty. The Company combines 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 the cybersecurity solution. The Company recognizes revenue for this single performance obligation ratably over the expected term. Judgement is required for the assessment of material rights relating to renewal options associated with the Company's contracts. Revenue from subscriptions, which allow customers to use the Company's security software over a contracted period without taking possession of the software, and managed services, where the Company provides managed detection and response services for customers, is recognized over the contractual term. The cloud-based subscription revenue, where the Company also provides hosting, recognized for the fiscal years ended January 31, 2023 and 2022 were $ 21,457 and $ 15,960 , respectively. Overall product, subscription, and support revenue recognized for the years ended January 31, 2023 and 2022 were $ 25,703 and $ 25,347 , 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. Revenue recognized from professional services for the fiscal years ended January 31, 2023 and 2022 was $ 1,554 and $ 2,197 , respectively. Customer concentration For the fiscal year ended January 31, 2023, eight customers accounted for 61 % , or $ 16,536 , with two of those customers accounting for 22 % of the Company's revenue, and for the fiscal year ended January 31, 2022 , six customers accounted for 51 %, or $ 13,975 , with two of those customers accounting for 21 %, of the Company’s revenue. As of January 31, 2023, and January 31, 2022, two customers represented 56 % and 49 % of the total accounts receivable balance, respectively. Significant customers are those which represent at least 10 % of the Company’s total revenue for a fiscal year. The following table presents customers that represent 10% or more of the Company’s total revenue: Fiscal Year Ended January 31, 2023 2022 Customer A 10 % 11 % Customer B 12 % 10 % 22 % 21 % Deferred costs The Company defers contract fulfillment costs that includes appliance hardware. The balances in deferred costs are as follows: Balance at February 1, 2021 $ 2,805 Amounts recognized in cost of revenue ( 2,095 ) Costs deferred 3,899 Foreign exchange ( 5 ) Balance at January 31, 2022 $ 4,604 Balance at February 1, 2022 $ 4,604 Amounts recognized in cost of revenue ( 2,608 ) Costs deferred 2,366 Balance at January 31, 2023 $ 4,362 Capitalized costs are included in deferred costs on the consolidated balance sheet. of which $ 2,222 is current and $ 2,140 is long-term as of January 31, 2023. The balance of deferred commissions at January 31, 2023 and 2022 were $ 1,751 and $ 1,238 , respectively. Deferred commissions are included in deferred costs on the consolidated balance sheet, of which $ 916 is current and $ 835 is long-term as of January 31, 2023. 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. During the fiscal years ended January 31, 2023 and January 31, 2022, the Company recognize d revenue of $ 14,405 a nd $ 12,509 , respectively, which was included in the deferred revenue balance at the beginning of each of the respective periods. The balance in deferred revenue is as follows: Balance at February 1, 2021 $ 34,044 Revenue recognized ( 29,133 ) Amounts deferred 28,663 Foreign exchange ( 8 ) Balance at January 31, 2022 $ 33,566 Balance at February 1, 2022 $ 33,566 Revenue recognized ( 27,257 ) Amounts deferred 20,863 Foreign exchange ( 31 ) Balance at January 31, 2023 $ 27,141 Remaining performance obligations As of January 31, 2023, the remaining performance obligations totaled $ 42,982 . The Company’s recognition of revenue in the future thereon will be in: Years Ending January 31, 2024 $ 25,050 2025 13,576 2026 3,817 2027 539 $ 42,982 |
Reverse Recapitalization and Re
Reverse Recapitalization and Restructuring | 12 Months Ended |
Jan. 31, 2023 | |
Business Combinations [Abstract] | |
Reverse Recapitalization and Restructuring | 3. Reverse Recapitalization and Restructuring Reverse Recapitalization As discussed in Note 1, the Company completed the Merger on August 26, 2021. Pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into Legacy IronNet, with Legacy IronNet surviving the Merger as a wholly-owned subsidiary of Legacy LGL. The following table reconciles the elements of the Merger to the consolidated statement of cash flows for the fiscal year ended January 31, 2022: Recapitalization and Associated Transactions Cash (Trust) $ 173,015 Redemptions ( 159,763 ) Less: fees to underwriters and advisors ( 9,038 ) Net cash received from Merger recapitalization 4,214 Issuance of PIPE Shares 125,000 Less: PIPE fees to underwriters and advisors ( 21,179 ) Net cash received from PIPE Shares and Merger recapitalization 108,035 Less: debt settlement ( 21,266 ) Net proceeds from Merger recapitalization, PIPE Shares and debt settlement $ 86,769 The number of outstanding shares of common stock of the Company as of January 31, 2022 is summarized as follows: Shares by Type Number of Shares IronNet Class A Common Stock outstanding previous to the Merger 67,502 Issuance of common stock (exercise of ISOs and warrant) 29 Number of Shares issued at the date of the business combination (Recapitalization) LGL Class A Common Stock outstanding previous to the Merger 17,250 Less: Redemption of LGL Class A previous to the Merger ( 15,929 ) Total Class A Shares issued to former LGL shareholders 1,321 LGL Founders Shares 3,234 PIPE Shares 12,500 Number of Shares issued at the Merger 17,055 Number of Shares issued (redeemed) following the consummation of the Merger Earnout Shares 1,078 Private Warrants (Exercised) 3,188 Public Warrants (Exercised) 29 Exercise of ISOs 158 Payments on subscription notes receivable ( 55 ) Shares repurchase related to loan pay-off ( 108 ) Total Shares of Common Stock as of January 31, 2022 88,876 In connection with the closing of and as a result of the consummation of the Merger, certain members of the Company’s management and employees received bonus payments in the aggregate amount of $ 515 . The bonuses have been reflected in general and administrative expenses in the consolidated statements of operations. The Company incurred transaction costs in connection with the Merger. The transaction costs considered incremental have been expensed as incurred and these amounts, $ 2,328 for the fiscal year ended January 31, 2022 , are included in general and administrative expenses in the accompanying consolidated statements of operations. On August 26, 2021, the Company received $ 13,251 held in Legacy LGL’s trust account, net of redemptions. Transaction costs related to the issuance of the trust shares were $ 9,038 , which were recorded in additional paid in capital on the consolidated balance sheet. The following activity occurred in connection with the consummation of the Merger: IronNet Class A Common Stock (Legacy IronNet Founders Shares) and Preferred Shares Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of Legacy IronNet preferred shares and common stock was converted into Class A common stock in the Combined company based on the Exchange Ratio established as part of the Merger, with each preferred share treated as if it were converted into ten shares of Legacy IronNet common stock on the effective date of the Merger. The Exchange Ratio was 0.8141070 of a share of Company common stock per fully-diluted share of Legacy IronNet common stock. PIPE Shares On August 26, 2021, a number of purchasers (each, a “Subscriber”) purchased from the Company an aggregate of 12,500 shares of Company common stock (the “PIPE Shares”), for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 125,000 , pursuant to separate subscription agreements entered into effective as of March 15, 2021 (each, a “Subscription Agreement”). Pursuant to the Subscription Agreements, the Company granted certain registration rights to the Subscribers with respect to the PIPE Shares. The sale of the PIPE Shares was consummated concurrently with the closing of the Merger in an amount of $ 125,000 . Transaction costs related with the issuance were $ 21,179 , which were recorded in the consolidated statement of cash flows as a financing activity. Founders Shares Reflects 3,234 shares of Class A common stock (the “Founder Shares”) for an aggregate purchase price of $ 24 , or approximately $ 0.007 per share. Debt Settlements Loan and Security Agreement On June 21, 2021, Legacy IronNet entered into a Loan and Security Agreement (“Term Loan” or “SVB Bridge”) with SVB Innovation Credit Fund VIII, L.P. for term loan advances of up to $ 15,000 to provide for working capital needs over the period leading up to completion of the combination with Legacy LGL. The Term Loan was able to be prepaid at any time and had a term for up to six months, or until the date on which Legacy IronNet completed its combination with Legacy LGL, whichever came sooner, and bore monthly interest at a per annum rate equal to eight percent, as well as customary fees for de-SPAC bridge loans of this nature. As of August 26, 2021, in conjunction with the Merger, the Company repaid the term loan principal and accrued interest in an aggregate amount of $ 15,609 . PPP loan On April 21, 2020, Legacy IronNet entered into a Paycheck Protection Program ("PPP") loan from the US Small Business Administration pursuant to the provision of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, receiving loan funds of $ 5,580 . The loan bore interest at 1 % and was payable in monthly installments beginning on September 15, 2021 . The unsecured loan was evidenced by a promissory note of the Company with PNC Bank (the “Lender”). On August 26, 2021, in conjunction with the Merger, the Company repaid in full all amounts due and terminated all commitments and obligations under the unsecured PPP loan. Loans to Employees On December 29, 2018, Legacy IronNet entered into a loan with a former executive of the Company with a principal balance of $ 1,000 bearing an interest rate of 2.76 % for a term of three years, which was secured by a pledge of certain shares of Legacy IronNet Class A common stock. As of August 26, 2021, in conjunction with the merger, the Company resolved the loan by having the executive surrender to the Company 108 shares that would have otherwise been issuable to the executive in the Merger. Earnout Agreement Pursuant to the terms of the Merger Agreement, Eligible Legacy IronNet Equity holders (as defined in the Merger Agreement) had the right to receive up to 1,078 shares (the “Earnout Shares”), to be issued at any time during the two years after of the Closing Date following the occurrence of the triggering event, which is: “ the date, occurring after the Closing Date and on or prior to the second anniversary of the Closing Date, on which the volume-weighted average closing sale price of one share of IronNet Stock quoted on the New York Stock Exchange (or such other principal securities exchange or securities market on which the shares of Acquiror Stock are then listed) is equal to or greater than $ 13.00 for any ten (10) consecutive Trading Days occurring after the Closing Date.” As of the close of trading on September 10, 2021, the requisite conditions of the earnout triggering event were satisfied and the Company issued 1,078 Earnout Shares to the Eligible Legacy IronNet Equity holders. Legacy IronNet Restricted Stock Units and Stock Options Pursuant to the terms of the Merger Agreement, each Legacy IronNet RSU and stock option outstanding immediately prior to the closing of the Merger, and which based on their terms did not terminate upon the closing of the Merger, remained outstanding. In the case of Legacy IronNet stock options, they were converted based on the number of shares of Legacy IronNet common stock subject to that option, multiplied by the Exchange Ratio, at an exercise price per share equal to the current exercise price per share for that option, divided by the Exchange Ratio. In the case of Legacy IronNet RSUs, they were converted based on the number of shares of Company common stock equal to the number of shares of Legacy IronNet common stock subject to that award, multiplied by the Exchange Ratio. Under the terms of Legacy IronNet’s 2014 Stock Incentive Plan, the vesting of each RSU award was subject to, among other conditions, including a service requirement, the occurrence of a liquidity event, as defined by the Plan. On August 26, 2021, in connection with the close of the Merger with Legacy LGL, the Company’s Board of Directors resolved to deem the Merger as satisfying the Liquidity Event condition. The resolution resulted in a modification of the RSUs under ASC 718 “Compensation—Stock Compensation.” As a consequence of modification of the awards outstanding, the Company recognized a non-cash expense in an amount of $ 169,360 during fiscal year 2022 related to 15,780 RSUs that remained outstanding as of January 31, 2022 under the 2014 Plan. Restructuring Between September 2022 and November 2022, the Company undertook a restructuring to reduce headcount by approximately 44%, which resulted in a reduction of approximately 111 positions. In connection with this action, the Company recorded total pre-tax charges of $ 13,439 for the fiscal year ended January 31, 2023, which includes $ 659 related to one-time severance payments, which were paid in cash during the third quarter as well as non-cash stock-based compensation expense of $ 12,780 . This amount is comprised of $ 13,266 of non-cash accelerated vesting of restricted stock units, offset by forfeitures of $ 486 . |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consist of the following at January 31: 2023 2022 Computer and other equipment $ 4,900 $ 5,369 Leasehold improvements 1,416 1,416 Furniture and fixtures 388 388 Software 5,171 2,795 ROU asset 297 - 12,172 9,968 Less: Accumulated depreciation and amortization ( 6,200 ) ( 4,362 ) $ 5,972 $ 5,606 Depreciation and amortization expense on property and equipment was $ 2,336 and $ 1,092 for the years ended January 31, 2023 and January 31, 2022 , respectively. |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Incentive Plan | 5. Stock Incentive Plans 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, 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 January 31, 2023 , 9,436 share equivalents 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 stock option granted under the Stock Incentive Plans may not be less than the fair market value per share of the underlying Class A 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 the status of the 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, 2021 2,182 $ 0.53 4.9 $ 5,573 Granted - - - - Exercised ( 749 ) 0.49 4.8 1,940 Forfeited or expired ( 116 ) 0.57 5.3 - Outstanding at January 31, 2022 1,317 $ 0.55 4.9 $ 3,773 Outstanding at February 1, 2022 1,317 $ 0.55 4.9 $ 3,773 Granted - - - - Exercised ( 580 ) 0.49 4.1 1,691 Forfeited or expired ( 207 ) 0.65 4.0 - Outstanding at January 31, 2023 530 $ 0.56 3.8 $ 773 Exercisable at January 31, 2023 530 $ 0.56 3.8 $ 773 For the fiscal years ended January 31, 2023 and 2022 , the Company recorded insignificant amounts of compensation cost related to stock options. The fair value of shares under stock options granted that vested were $ 2 and $ 2,062 for the fiscal years ended January 31, 2023 and 2022, 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 January 31, 2023 , there was no unrecognized compensation cost related to unvested stock options. All stock options were vested as of January 31, 2023. 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. The contractual term of the option ranges from the one to ten years. Expected volatility is the average volatility over the expected terms of comparable public entities from the same or similar industry as a substitute for the historical volatility of the Company’s common shares, which is not determinable without an active external or internal market. The risk-free interest rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company has not historically distributed dividends and does not expect to distribute any dividends. 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, 2021 9,712 $ 11.75 Granted 5,900 8.20 Vested ( 3,818 ) 12.01 Forfeited or expired ( 1,484 ) 12.85 Non-vested at January 31, 2022 10,310 $ 9.57 Non-vested at February 1, 2022 10,310 $ 9.57 Granted 9,736 3.36 Vested ( 8,982 ) 8.37 Forfeited or expired ( 6,703 ) 3.98 Non-vested at January 31, 2023 4,361 $ 6.76 As of January 31, 2023 , there are 23,151 RSUs outstanding, which is comprised of 8,998 RSUs with only service conditions, 1,302 RSUs with only performance conditions, and 12,851 RSUs with both service conditions and performance conditions. Of the outstanding RSUs, 652 shares with only performance conditions have vested, 5,492 RSUs with only service conditions have vested, and 12,646 RSUs with both service conditions and performance conditions have vested as of January 31, 2023. 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. For the fiscal year ended January 31, 2023 , the Company recorded $ 36,858 of stock-based compensation expense, net of actual forfeitures, related to RSUs, of which $ 15,011 is associated with RSUs on a graded vesting schedule and $ 21,847 is associated with RSUs on a straight-line vesting schedule. For the fiscal year ended January 31, 2022 , the Company recorded $ 156,560 of stock-based compensation expense, net of actual forfeitures, related to RSUs, of which $ 155,518 is associated with RSUs on a graded vesting schedule and $ 1,042 is associated with RSUs on a straight-line vesting schedule. 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 9 for additional information. As of January 31, 2023 , there was approximately $ 12,688 of unrecognized compensation cost related to unvested RSUs without performance obligations. The weighted-average remaining vesting period was 2.63 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 eligible employees and certain designated companies may be given an opportunity to purchase shares of the Company's common stock, to assist it 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 the Company's success. The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends 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 the 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 limit of 2,700 shares, the new limit following the increase was 3,589 shares. As of January 31, 2023 , there were no purchases of shares for an eligible employee. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jan. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Common Stock As of January 31, 2023 , the Company had 500,000 shares of Class A common stock authorized and 110,716 shares of common stock issued and outstanding at $ 0.0001 par value per share. As of January 31, 2022 , the Company had 500,000 shares of Class A common stock authorized and 88,876 shares of common stock issued and outstanding at $ 0.0001 par value 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 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 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 fiscal year ended January 31, 2023 of $ 1,555 was recognized in other expense in the consolidated statement of operations. As of January 31, 2023, the fair value of the Commitment Fee on the consolidated balance sheet was $ 195 . The Company also incurred $ 96 in transaction costs related to the issuance of the Purchase Agreement, which was recognized in other expense on the consolidated statement of operations. During the fiscal year ended January 31, 2023 , the Company sold 2,511 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 January 31, 2023 , there were no shares of preferred stock issued or outstanding. Public Warrants On November 12, 2019, Legacy LGL sold 17,250 units at a price of $ 10.00 per unit (the “Units”) in its Initial Public Offering, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 2,250 units. Each Unit consisted of one share of Legacy LGL Class A common stock, par value $ 0.0001 per share, and one-half of one warrant to purchase one share of Legacy LGL Class A common stock (the “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 will expire five years after the completion of the Merger or earlier upon redemption or liquidation. Once the Public Warrants became exercisable upon the effective date of the Company’s S-1 registration statement filed in September 2021, the Company obtained the ability to 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 January 31, 2023 , the Company had 8,596 Public Warrants outstanding and not exercised. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 31, 2023 | |
Fair Value Measurements | 7. 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 12. 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 on the date of issuance, which was determined to not be material. The fair value of the convertible feature was determined based on management assumptions and quotes received from financial institutions for obtaining additional debt financing. The change in fair value of the convertible feature from the date of issuance through January 31, 2023 was determined to be $ 103 . As of January 31, 2023, the fair value of the convertible feature was $ 671 . During the fiscal year ended January 31, 2023, the Company issued two secured convertible promissory notes to C5 in the amount of $ 5,000 . These secured convertible promissory notes may require the Company to convert all or a portion of the principal and accrued and unpaid interest into shares of redeemable stock at the option of the holder up to five calendar days prior to maturity, as disclosed in Note 12. The convertible feature is measured at fair value categorized within Level 3 of the fair value hierarchy, with the fair value determined to be $ 63 . The Company determined the fair value of the convertible feature using a Black-Scholes option-pricing model, and the value derived was determined to not be material. There was not determined to be a material change in the fair value of the convertible feature of the secured convertible promissory notes from the date of issuance through January 31, 2023. As discussed in Note 6, 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 terms similar to, 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 January 31, 2023, 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 investment 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 assets and liabilities measured at fair value on a recurring basis: January 31, 2023 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 $ — $ — $ 195 $ 195 $ — $ — $ — $ — Total financial assets $ 6 $ — $ 195 $ 201 $ 102 $ — $ — $ 102 Liabilities Warrants $ — $ — $ — $ 0 $ — $ 7 $ — $ 7 Conversion options $ — $ — $ 734 $ 734 $ — $ — $ — $ — The Company recognized a non-cash income of $ 6 related to the change in fair value of warrants during the period ended January 31, 2023. The following table presents a summary of the changes in the fair value of the Company's Level 3 financial instruments: Convertible Notes Derivative Liability C5 Notes Derivative Liability Commitment Fee Derivative Asset Fair Value as of January 31, 2022 $ - $ - $ - Commitment fee derivative asset established at time of Purchase Agreement - - 1,750 Conversion feature liability established at issuance of Convertible Notes 774 - - Conversion feature liability established at issuance of C5 Notes - 63 - Change in fair value ( 103 ) - ( 1,555 ) Fair value as of January 31, 2023 $ 671 $ 63 $ 195 |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2023 | |
Income Tax Disclosure [Line Items] | |
Income Taxes | 8. Income Taxes The components of the provision for income taxes are comprised of the following for the fiscal years ended January 31: 2023 2022 Current income taxes Federal $ - $ - State 10 1 Foreign 48 464 Deferred income taxes — — Total income tax expense $ 58 $ 465 For the years ended January 31, 2023 and 2022 , the foreign income (loss) before provision for income tax was $ 51 and $ 1,774 , respectively. For the years ended January 31, 2023 and 2022 , the domestic loss before provision for income tax was ($ 110,609 ) and ($2 43,956 ), respectively. Indefinite reinvestment is determined by management’s judgment about and intentions concerning the future operations of the Company. As part of its business strategies, the Company has determined that all earnings from foreign continuing operations will be deemed indefinitely reinvested outside of the United States. The Company's plans to indefinitely reinvest certain earnings are supported by projected working capital and long-term capital requirements in each foreign subsidiary location in which the earnings are generated. A reconciliation of income tax expense at the U.S. federal statutory income tax rate to annual income tax expense at the Company’s effective tax rate is as follows: 2023 2022 Income tax expense computed at U.S. federal statutory income tax rate $ ( 23,217 ) 21.0 % $ ( 50,575 ) 21.0 % State income taxes ( 8,434 ) 7.63 % ( 10,190 ) 4.2 % Permanent items 7,623 ( 6.90 )% 8,197 ( 3.4 )% Valuation allowance 36,661 ( 33.16 )% 53,577 ( 22.2 )% Change in State Tax Rate ( 12,761 ) 11.54 % ( 362 ) 0.2 % Other 186 ( 0.17 )% ( 182 ) 0.1 % Income tax expense computed at U.S. federal statutory income tax rate $ 58 ( 0.06 )% $ 465 ( 0.1 )% Income tax expense was $ 58 and $ 465 for the fiscal years ended January 31, 2023 and 2022, respectively. The effective tax rate for the fiscal years ended January 31, 2023 and 2022 was ( 0.06 )% and ( 0.1 )% , respectively. Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss and carryforwards. Significant components of the Company’s deferred tax assets and (liabilities) are as follows: 2023 2022 Deferred tax assets Net operating loss carryforward $ 118,465 $ 81,955 Accruals and other 601 610 Intangibles 124 123 Depreciation and amortization 281 118 RSU 9,766 8,499 Others 657 285 Deferred revenue 4,241 5,786 Lease Liabilities 760 — Gross deferred tax assets 134,895 97,376 Valuation allowance ( 132,520 ) ( 95,533 ) Net deferred tax asset 2,375 1,843 Deferred tax liabilities Deferred costs ( 1,835 ) ( 1,843 ) ROU Assets ( 540 ) — Net deferred tax assets (liabilities) $ - $ - Income Tax Valuation Allowance The following summarizes changes to valuation and qualifying accounts for fiscal year 2023 and fiscal year 2022: Income Tax Valuation Allowance Balance at Beginning of Period Charged to Costs & Expenses Federal/State NOL Balance at End of Period Fiscal Year Ended January 31, 2023 95,533 476 36,510 132,520 January 31, 2022 41,849 10,662 43,022 95,533 As of January 31, 2023 and January 31, 2022, the Company had net operating loss carryforwards (NOLs) available to offset federal taxable income of approximatel y $ 413,570 a nd $ 324,787 , respectively. $ 25,270 of the federal NOLs expire on various dates through 2037 and $ 388,300 are able to be carried forward indefinitely to offset 80 % of future taxable income. The company has tax effected state NOL carryforwards of approximately $ 31,616 a s of January 31, 2023 and $ 13,749 as of January 31, 2022 that expire on various dates through 2037. In accordance with IRC Section 382, the extent to which net operating loss carryforwards can be used to offset future taxable income may be limited, depending on the extent of any ownership changes as defined by federal and various state and local jurisdictions. These limitations may result in the expiration of net operating loss carry forwards before utilization. In assessing the realizability of the Company's net deferred tax assets, management considers whether it is more likely than not that some portion or all of the net deferred tax assets will be recognized. The ultimate realization of the net deferred tax assets is dependent upon the generation of taxable income during the periods in which temporary differences become deductible. Management considers taxes paid, if any, scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies that can be implemented by the Company in making this assessment. Based upon the level of historical taxable income, scheduled reversal of deferred tax liabilities, and projections for taxable income over the periods in which the temporary differences become deductible based on available tax planning strategies, management presently believes it is more likely than not that the Company may not realize all of the benefits of these deductible differences and, accordingly, has established a valuation allowance against the net deferred tax assets at January 31, 2023 and 2022. The Company recognizes a tax position taken or expected to be taken (and any associated interest and penalties) if it is more likely than not that it will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company measures the tax position at the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement. Management evaluated all income tax positions and determined that there were no uncertain tax positions that required reserves as of January 31, 2023 and 2022. The Company files tax returns in the United States federal jurisdiction and in many state jurisdictions. The tax years 2018 through 2023 remain open to examination by the major taxing jurisdictions to which the company is subject. No examinations are currently open. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. Changes in tax laws or rates are accounted for in the period of enactment. The income tax provisions of the CARES Act did not have a significant impact on the Company's current taxes, deferred taxes, or uncertain tax positions. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Jan. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Supplemental Balance Sheet Information | 9. Supplemental Balance Sheet Information Accrued Expenses Accrued expenses consisted of the following: January 31, January 31, 2023 2022 Accrued expenses $ 976 $ 2,438 Taxes payable on behalf of employees related to vested RSUs 6,987 - Unvouched payables 2,010 2,271 $ 9,973 $ 4,709 The balance in accrued expenses as of January 31, 2023 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. The balance in accrued expenses at January 31, 2022 include s $ 1,129 in ca sh received from a customer in January 2022, which was due to be remitted to a third party as a part of a factoring arrangement. This payment was due from the customer directly to the third party, and was remitted to the third party during the first quarter of fiscal year 2023. The balance also includes $ 722 in sales tax payable, primarily consisting of an accrual for remaining obligations combined with potential interest and penalties related to the results of a sal es tax nexus review. The Company resolved these liabilities with the respective state jurisdictions during the fiscal year ended January 31, 2023. Prepaid Expenses The prepaid expenses balances as of January 31, 2023 and 2022 include $ 909 and $ 1,803 , respectively, related to directors and officers insurance purchased by the Company in August 2021. 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 payroll tax was paid in December 2021, with the remaining 50 % paid in December 2022. As of January 31, 2022, the balance was $ 689 and is included in other current liabilities on the consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2023 | |
Loss Contingencies [Line Items] | |
Commitments and Contingencies | 10. Commitments and 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 | 12 Months Ended |
Jan. 31, 2023 | |
Leases [Abstract] | |
Leases | 11. Leases 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 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 consolidated statements of operations. The lease balances are located in the following positions on the consolidated balance sheet. Balance Sheet Location January 31, 2023 Assets Operating Deposits and other assets $ 1,885 Financing Property and equipment, net 205 Liabilities Current Operating Other current liabilities $ 607 Financing Other current liabilities 130 Non-current Operating Other long-term liabilities 2,047 Financing Other long-term liabilities 81 Total lease costs for the fiscal year ended January 31, 2023 were: Fiscal Year Ended January 31, 2023 Operating lease cost $ 1,005 Short-term lease cost 2,147 Variable lease cost 36 Finance lease cost: Amortization of right-of-use assets 92 Interest on lease liabilities 7 Total finance lease cost $ 99 The following table summarizes future scheduled lease payments as of January 31, 2023: Fiscal year ending January 31, Operating Leases Finance Leases 2024 $ 755 $ 144 2025 775 48 2026 797 45 2027 658 - 2028 - - Total 2,985 237 Less: Imputed Interest 331 26 Present value of net lease payments $ 2,654 $ 211 Lease liability, current portion $ 607 $ 130 Lease liability, net of current portion 2,047 81 Total lease liability $ 2,654 $ 211 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 $ 1,178 Operating cash flows from finance leases 4 Financing cash flows from finance leases 98 $ 1,280 Weighted average remaining lease term (in years) Operating leases 3.83 Finance leases 2.09 Weighted average discount rate Operating leases 6.36 % Finance leases 10.10 % Disclosures Related to Periods Prior to Adoption of the New Lease Standard The Company recorded rent expense of $ 1,462 for the fiscal year ended January 31, 2022. The minimum aggregate future obligations under noncancelable operating leases as of January 31, 2022 were as follows: Fiscal Year ending January 31, 2023 $ 1,025 2024 755 2025 775 2026 797 2027 658 Total $ 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. |
Debt
Debt | 12 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 12. 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 consolidated balance sheet. As of January 31, 2023, the carrying value of the Convertible Note approximated fair value based on Level 2 inputs. 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. The proceeds received from the Convertible Notes were used to fund general corporate and working capital needs. During the year ended January 31, 2023, the Company elected to pay one of the Installment Amounts due in cash and one Installment Amount through a combination of cash and the issuance of common stock, which resulted in the issuance of 1,364 shares of common stock for an aggregate conversion amount of $ 406 . As of January 31, 2023, the effective interest rate on the Convertible Notes was 11.9 %. Interest expense for the fiscal year ended January 31, 2023 related to the Convertible Notes was $ 431 , which was a result of effective interest of $ 190 incurred under the $ 10,300 Convertible Note, as well as $ 241 in interest expense related to the amortization of related debt issuance costs of $ 284 and OID of $ 300 . The Company also recognized interest expense of $ 318 related to the accretion of the debt discount created by the embedded conversion feature. Interest expense is included in interest expense in the consolidated statement of operations. The following table presents the components of the Convertible Notes: January 31, 2023 3i Convertible Promissory Notes $ 8,471 Less: unamortized original issue discount and issuance costs ( 343 ) $ 8,128 Promissory Notes with Directors In December 2022, the Company issued and sold secured promissory notes in an aggregate principal amount of $ 6,900 (the “Initial Director Notes”) to a total of eight lenders, including seven lenders who are either directors of the Company or entities affiliates with directors of the Company. At the time of issuance of the Initial Directors Notes, each of the holders of the Director Notes executed a Security Agreement, under which the Company’s obligations under the Initial Director Notes were secured by substantially all of the assets of the Company, excluding the Company’s intellectual property. The Director Notes, together with the C5 Notes described below, rank senior in right of payment to any of the Company’s existing and future indebtedness for borrowed money. On January 11, 2023, the Company and the holders agreed to amend and restate the Initial Director Notes to be substantially in the form of the secured promissory notes issued to C5 and discussed below (the “Director Notes”). As amended and restated, the Director Notes bear interest at a rate of 13.8 % per annum from the respective dates of the Initial Director Notes. All principal and accrued interest is due and payable at scheduled maturity on June 30, 2023 . Upon issuance of the Director Notes, each of the holders executed an Amended and Restated Security Agreement which secure the Company’s obligations under the Director Notes by subst antially all of the assets of the Company, excluding the Company’s intellectual property. The proceeds received from the Director Notes will be used to fund general corporate and working capital needs, including for purposes of remitting amounts due to taxing authorities for tax withholdings received for RSUs settled under the sell-to-cover method, as discussed in Note 5. On April 20, 2023, the Company issued and sold an additional Director Note in the amount of $ 300 to one of the initial lenders from December 2022 who is not affiliated with the board of directors. As of January 31, 2023, the carrying value of the Director Notes approximated fair value based on Level 2 inputs. Interest expense for the fiscal year ended January 31, 2023 was $ 127 and is included in interest expense in the consolidated statement of operations. Convertible Promissory Notes with C5 On December 30, 2022, the Company issued a 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, April 13, 2023, May 2, 2023, and May 8, 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 , $ 595 , $ 850 , and $ 400 , respectively. As of January 31, 2023, the Company had issued secured convertible promissory notes to C5 in the amount of $ 5,000 . Each of the C5 Notes bear interest at an annual 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 are payable at scheduled maturity on June 30, 2023 , subject to acceleration in certain circumstances. The C5 Notes, together with the Director Notes, rank senior in right of payment to any of the Company’s existing and future indebtedness for borrowed money. The Company’s obligations under the C5 Notes are secured by substantially all of the assets of the Company, excluding the Company’s intellectual property, as governed by an Amended and Restated Security Agreement executed by C5 on January 4, 2023. 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, par value $ 0.0001 per share, 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. 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 $ 63 which reduced the book value of the $ 5,000 C5 Notes outstanding at January 31, 2023 and increases prospectively the amount of interest expense to be recognized over the life of the C5 Notes. The proceeds received from the C5 Notes were used to fund general corporate and working capital needs. As of January 31, 2023, the carrying value of the C5 Notes approximated fair value based on Level 2 inputs. Interest expense related to the C5 Notes for the fiscal year ended January 31, 2023 was $ 46 . The Company also recognized interest expense of $ 8 related to the accretion of the debt discount created by the embedded conversion feature, which is included in interest expense in the consolidated statement of operations. Debt Repayments The following are scheduled principal repayments on debt, including convertible notes which can be settled in shares as of January 31, 2023, however the balances presented are classified as current in the consolidated balance sheet: Fiscal year ending January 31, Principal 2024 $ 20,140 2025 687 Total $ 20,827 The Company had an accrued interest liability of $ 181 as of January 31, 2023 and no accrued interest liability as of January 31, 2022 . |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 12 Months Ended |
Jan. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Common Stockholders | 13. Net Income (Loss) Per Share Attributable to Common Stockholders The Company computes basic earnings (loss) per share (“EPS") by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS is computed similarly to basic net earnings per shares, except that it reflects the effect of potential shares that would be issued if stock option awards, restricted stock units, convertible notes, warrants and preferred shares, to the extent issued, were converted into or exercised for common stock, to the extent dilutive. The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders: Fiscal Year Ended January 31, 2023 2022 Numerator: Net loss $ ( 111,010 ) $ ( 242,647 ) Denominator: Basic and Diluted Weighted-average shares in computing net loss per share attributable to common stockholders 104,049 79,953 Net loss attributable to common stockholders—basic and diluted $ ( 1.07 ) $ ( 3.03 ) 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 January 31, 2023 As of January 31, 2022 Shares of common stock issuable from stock options 530 1,317 Unvested RSUs 4,361 10,638 Convertible notes 3,873 — Warrants 8,606 8,606 Potential common shares excluded from diluted net loss per share 17,370 20,561 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2023 | |
Related Party Transaction [Line Items] | |
Related Party Transactions | 14. Related Party Transactions Product, subscription and support revenue from Related Parties Certain investors and companies who the Company is affiliated with purchased software, subscription and support revenue during the periods presented. The Company recognized $ 948 and $ 1,744 of revenue from contracts with related parties for the fiscal years ending January 31, 2023, and 2022 , respectively. The corresponding receivable was $ 0 and $ 3,233 after the Company recorded an allowance for bad debt of $ 1,283 and $ 0 as of January 31, 2023, and 2022 , respectively. During the year ended January 31, 2023, the Company recorded corresponding bad debt expense of $ 1,283 within general and administrative expenses on the consolidated statement of operations. Secured Promissory Note Financings with Directors and C5 During the year ended January 31, 2023, the Company issued and sold $ 6,900 of Director Notes to related parties, and issued and sold $ 5,000 in C5 Notes. Refer to Note 12 for additional information. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Jan. 31, 2023 | |
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. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Jan. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 16. 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: Fiscal Year Ended January 31, 2023 2022 United States $ 23,099 $ 24,726 International 4,158 2,818 Total $ 27,257 $ 27,544 Substantially all of the Company’s long-lived assets are located in the United States. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2023 | |
Subsequent Events | 17. Subsequent Events 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 Nature of Op_2
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2023 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |
Basis of presentation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of all subsidiaries, all of which are wholly owned for the fiscal years ended January 31, 2023 and 2022 . Intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management 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, embedded derivatives within convertible debt agreements, 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 consolidated financial statements. |
Going Concern | Liquidity In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. For the year ended January 31, 2023, the Company incurred a net loss of ($ 111,010 ), and as of January 31, 2023, the Company had an accumulated deficit of $ 528,696 . In addition, during the year ended January 31, 2023, the Company used $ 64,873 of cash in operating activities. Because of the numerous risks and uncertainties associated with the Company’s commercialization and development efforts, the Company is unable to predict when it will become profitable, and it may never become profitable. The Company’s inability to achieve and then maintain profitability would negatively affect its business, financial condition, results of operations and cash flows. As of January 31, 2023, the Company had cash and cash equivalents of $ 7,568 , which is not legally restricted to use, and collectable receivables of $ 4,090 , accounts payable and accrued expenses of $ 17,260 , including $ 6,987 due to taxing authorities, $ 8,927 in principal amounts owed on convertible debt, and $ 11,900 in principal amounts owed on related party debt, as discussed in Note 12. 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 ("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. Between December 14, 2022 and April 20, 2023, the Company issued senior secured promissory notes in an aggregate principal amount of $ 7,200 to a total of eight lenders including directors of the Company. Between January 11, 2023 and May 8, 2023, the Company issued senior secured convertible promissory notes in the aggregate principal amount of $ 13,095 to entities affiliated with C5 Capital Limited (“C5”), a beneficial owner of more than 5 % of the Company’s outstanding common stock. As of January 31, 2023, the Company had issued $ 6,900 in senior secured promissory notes to eight lenders and $ 5,000 in senior secured convertible promissory notes to C5. See Note 12 for more information. The Company’s future capital requirements will depend on many factors, including, but not limited to, 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 efforts to market and 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 year ended January 31, 2023 , the Company undertook a restructuring that reduced its headcount by approximately 44 %. Refer to Note 3 for additional information. Subsequent to January 31, 2023, the Company undertook additional actions to reduce its operating expenses and preserve its cash. 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. |
Cash Equivalents | Cash Equivalents The Company considers all highly-liquid instruments readily convertible into known amounts of cash with original maturities of three months or less to be cash equivalents. |
Accounts and Loan Receivable | Accounts and Loan Receivable Accounts receivable, including unbilled, are generated from contracts with customers. Management determines the need for an allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. Management has evaluated the need for an allowance for doubtful accounts and at January 31, 2023 and 2022 , the Company recorded an allowance for doubtful accounts of $ 1,283 and $ 0 , respectively. |
Concentration of Credit Risk | Concentrations of Credit Risk The Company’s assets that are exposed to credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Amounts on deposit in excess of federally insured limits of $ 250 or accounts not included in federally insured limits at January 31, 2023 approximates $ 6,769 . Accounts receivable consist primarily of amounts due from commercial entities. As of January 31, 2023, the Company held cash deposits at Silicon Valley Bank ("SVB") in excess of government insured limits. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation ("FDIC") was appointed as receiver and SVB was subsequently transferred into a new entity, Silicon Valley Bridge Bank, N.A ("SVB Bridge Bank"). On March 12, 2023, the U.S. Treasury Department, the Federal Reserve and the FDIC jointly announced enabling actions that fully protect all SVB depositors’ insured and uninsured deposits, and that such depositors would have access to all of their funds starting March 13, 2023. On March 13, 2023, the Company was able to access its full deposits with SVB. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. The Company recorded an inventory provision of $ 2,744 and $ 0 for January 31, 2023 and 2022, respectively, to reduce slow-moving, obsolete or unusable inventories to their net realizable values for January 31, 2023 and 2022 . Substantially all inventory is finished goods. |
Deferred costs | Deferred Costs The Company amortizes contract fulfillment costs ratably over the contract term in a manner consistent with the related revenue recognition on that contract and are included in cost of revenue. These costs include appliance hardware and installation costs that are essential in providing the future benefit of the solution. |
Deferred Commissions | Deferred Commissions Sales commissions paid to initially obtain a contract are considered incremental and recoverable costs and are deferred and then amortized on a straight-line basis over the period of benefit determined to be between one and five years , which includes the contractual and expected renewal periods. Incremental sales commissions that may be paid upon the renewal of a contract are also considered incremental and recoverable costs, which are deferred and amortized on a straight-line basis over the renewal period. The Company recognizes the incremental costs to initially obtain a contract with a customer on the consolidated balance sheet if the Company expects the benefit of those costs to be longer than one year. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statement of operations. Sales commissions paid upon renewal are substantially lower than the commissions paid to initially obtain the contract and are expensed in the period the contract is renewed. The majority of customer contracts are annual and as a result these renewals commissions are paid on an annual basis. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost and depreciated over the asset's estimated useful life using the straight-line method. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. The Company has incurred repair and maintenance charges of $ 28 and $ 12 for the years ended January 31, 2023 and 2022, respectively. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation and amortization is removed and any resulting gain or loss is included in the results of operations. Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Computer and other equipment 3 - 5 years Leasehold improvements Shorter of life of lease or life of asset Furniture and fixtures 7 years Software 3 years |
Deferred revenue (Contract Liabilities) | Deferred Revenue (Contract Liabilities) Deferred revenue, which is a contract liability, consists of amounts for which the Company has the unconditional right to bill or advance from customers for which have not yet recognized revenue. The Company generally bills customers in advance. To the extent the Company bills customers in advance of the contract commencement date, the accounts receivable and corresponding deferred revenue amounts are netted to zero on the consolidated balance sheets, unless the Company has the unconditional right to receive the consideration at the time the customer has been invoiced. To the extent the Company has the unconditional right to bill or advance from customers, if the customer has not yet been invoiced, unbilled receivables are established for the amount for which the Company has the unconditional right to bill, with corresponding deferred revenue established for the portion for which the Company has not yet recognized revenue. Included within deferred revenue are certain amounts collected from customers that can be refundable, all or in part, under termination for convenience provisions. There is no history of refunds to customers in connection with such provisions. |
Leases | Leases The Company leases certain office space and equipment and determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Right-of-use (“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 Company's 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 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 has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. |
Foreign Currency Translation | Foreign Currency Translation The United States Dollar (USD) is the functional currency of the Company and its subsidiaries in the United States. The subsidiaries’ financial statements are maintained in their functional currencies, which is the local currency in their country of origin. The foreign subsidiaries’ financial statements are translated into USD. Assets and liabilities are translated into USD using the period-end foreign exchange rates. Income and expenses are translated into USD using the weighted-average exchange rates in effect during the period. Equity accounts are translated at historical exchange rates. The effects of these translation adjustments are reported as a component of accumulated other comprehensive income (loss) included in consolidated statements of changes in stockholders’ equity. |
Revenue Recognition | Revenue Recognition The Company's revenues are derived from sales of products, subscriptions, support and maintenance and other services. Revenue is recognized when all of the following criteria are met: • Identification of the contract, or contracts, with a customer —A contract with a customer to account for exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) the Company determines that collection of substantially all consideration to which it will be entitled in exchange for goods or services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration. • Identification of the performance obligations in the contract —Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, the Company applies judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. • Determination of the transaction price —The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. • Allocation of the transaction price to the performance obligations in the contract —The Company allocates the transaction price to each performance obligation based on the amount of consideration expected to be received in exchange for transferring goods and services to the customer. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP ("Standalone Selling Price") basis. However, these types of arrangements are infrequent as most of the Company’s arrangements comprise a single performance obligation. The Company determines standalone selling price taking into account available information such as historical selling prices of the performance obligation, geographic location, overall strategic pricing objective, market conditions and internally approved pricing guidelines related to the performance obligations. • Recognition of revenue when, or as, the Company satisfies performance obligations —The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at or over the time the related performance obligation is satisfied by transferring a promised good or service to a customer. The Company generates revenue from the sales of product, could-based subscriptions, support and maintenance, and other service s , primarily through the indirect relationships with partners or direct relationships with end customers through the direct sales force. The Company accounts for the contracts with customers in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, regarding Accounting Standards Codification Topic 606 (“ASC 606”), and all related interpretations. Revenue from subscriptions to the cloud-based solutions, which allow customers to use the hosted security software over a contracted period without taking possession of the software and managed services where the Company provides managed detection and response services for customers, are recognized over the contractual term. The Company’s software offering is marketed, sold, and monitored as a single integrated cybersecurity solution, inclusive of software, compute hosting for analytics and sensors which may include hardware, intelligence feeds, and support services. This suite of products and services is a single overall cybersecurity solution that represents one performance obligation. Professional services, which includ e incident response, security assessments, and other strategic security consulting services are offered on a time-and-materials basis or through fixed fee arrangements, and the Company recognizes the associated revenue as the services are delivered. |
Software Development Costs | Software Development Costs The Company’s software platform, which has been developed internally, can be provided to customers by utilizing either a software or cloud platform, in which the customer can access the product via the cloud, or software can be downloaded into the customer’s environment and may be supported by hardware. In this case, although customers have the ability to download the software into their own environment for purposes of detecting and defending against threats, the customer is unable to take possession of the software and run it independently without significant penalty. For that reason, the costs related to the development of the Company’s software products and any specifically identifiable upgrades or enhancements qualify for accounting under ASC 350-40 Intangibles - Goodwill and Other - Internal-Use Software. There is no other software developed internally for the purpose of selling or marketing externally that does not require the Company's ongoing involvement. The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful life once it is ready for its intended use, which has been identified as 3 years for the Company’s software products. Amortization of capitalized internal-use software development costs is included within general and administrative expense. As of January 31, 2023 and January 31, 2022 , capitalized costs were $ 5,171 , before $ 1,055 of amortized cost and $ 2,795 , before $ 86 of amortized cost, respectively. |
Research and Development | Research and Development Research and development costs are expensed in the year incurred and relate to new product developments and new features and are primarily personnel related costs and acquired software costs. These costs totaled $ 32,426 and $ 52,899 for the fiscal years ended January 31, 2023 and 2022 , respectively. |
Advertising | Advertising The Company expenses advertising costs as incurred. Advertisi ng costs were $ 138 and $ 1,789 for the fiscal years ended January 31, 2023 and 2022 , respectively and are included in the sales and marketing expenses. |
Income taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company is subject to income taxes in U.S. federal jurisdictions and various state jurisdictions. Tax regulations within each jurisdiction are subject to interpretation of the related tax laws and regulations and require significant judgment to apply. The Company recognizes tax liabilities for uncertain tax positions when it is more likely than not that a tax position will not be sustained upon examination and settlement with various taxing authorities. Liabilities for uncertain tax positions are measured based upon the largest amount of benefit that is greater than 50 % likely of being realized upon settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods. Management has evaluated the Company’s tax positions and has concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements. |
Fair value of financial instruments | Fair Value of Financial Instruments A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The inputs are prioritized into three levels that may be used to measure fair value: Level 1: Inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable. Level 2: Inputs that reflect quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Inputs that are unobservable to the extent that observable inputs are not available for the asset or liability at the measurement date. |
Warrant liabilities | Warrant Liabilities Simultaneously with the closing of Legacy LGL’s Initial Public Offering, LGL Systems Acquisition Holding Company, LLC, a Delaware limited liability company purchased an aggregate of 5,200 Private Warrants at a price of $ 1.00 per Private Warrant, for an aggregate purchase price of $ 5.2 million from Legacy LGL in a private placement that occurred simultaneously with the completion of the Public Offering. Each Private Warrant entitles the holder to purchase one share of common stock at $ 11.50 per share. The purchase price of the Private Warrants was added to the proceeds from the Public Offering and was held in the Trust Account until the closing of the Merger. The Private Warrants (including the shares of common stock issuable upon exercise of the Private Warrants) were not transferable, assignable or salable until 30 days after the closing date of the Merger, and they may be exercised on a cashless basis and are non-redeemable so long as they are held by the initial purchasers of the Private Warrants or their permitted transferees. The Company evaluated the warrants issued by Legacy LGL, the legal predecessor, to purchase its common stock in a private placement concurrently with its initial public offering (the “Private Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the provisions in the Private Warrant agreement provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such a provision would preclude the warrant from being classified in equity. Since the Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these Private Warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting date. The fair value adjustments were determined by using the listed price of Public Warrants, which are similar instruments with a quoted price in an active market. The Private Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting related to changes in the fair value of the Private Warrants recognized. Between September 2021 and October 2021, when the majority of these warrants were exercised on a cashless basis, the formula for such exercises made each Private Warrant effectively exercisable to purchase approximately 0.6 shares of Company common stock on a non-cash basis, each subject to its own exercise calculation applicable to the day on which the exercise was made. The Private Warrants were also redeemable in cash for $ 11.50 for a share of common stock. No Private Warrants were redeemed on the $ 11.50 cash basis. A total of 5,190 Private Warrants were exercised on a cashless basis into 3,188 shares of Class A common stock. No Private Warrants were exercised on a cashless basis during the fiscal year ended January 31, 2023. As of January 31, 2023 and January 31, 2022 , the Company had 10 Private Warrants outstanding and not exercised. During the fiscal year ended January 31, 2023 , the Company recognized non-cash income of $ 6 related to change in fair value of warrants in the consolidated statements of operations. During the fiscal year ended January 31, 2022, the Company recognized $ 11,265 of non-cash expense related to change in fair value of warrants in the consolidated statements of operations. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 - Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 - Debt with Conversion and Other Options for consideration of any beneficial conversion features. |
Stock-based Compensation | Stock-based Compensation The Company recognizes expense for stock-based compensation awards based on the estimated fair value of the award on the date of grant. For stock options, this will be amortized on a straight-line basis over the employee’s or director’s requisite service period, which is generally the vesting period of the award. For RSU awards with both service and performance conditions, stock-based compensation expense is recognized on a graded basis matched to the length of time and vesting tranches of each grant. For RSU awards with only service conditions, stock-based compensation expense will be recognized on a straight-line basis over the employee’s or director’s requisite service period, which is generally the vesting period of the award. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The Company grants stock options at exercise prices determined equal to the fair value of common stock on the date of the grant. The computation of expected option life is based on an average of the vesting term and the maximum contractual life of the Company’s stock options, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected life for employees. The Company estimates an expected forfeiture rate for stock options, which is factored into the determination of stock-based compensation expense. The volatility assumption is based on the historical and implied volatility of the Company’s peer group with similar business models. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield percentage is zero, as the Company does not currently pay dividends nor does the Company intend to do so in the future. Prior to the Merger, the fair value of each stock RSU was estimated on the grant date using the Black-Scholes pricing model based on the same assumptions utilized for calculating fair market value of the stock options and utilizing the as-converted equivalent price of securities issued during the period. In addition to any time or performance-based vesting conditions, the RSU awards granted by the Company prior to the Merger contained an additional vesting requirement that required the occurrence of a liquidity event. As of the closing of the Merger, which represented the satisfaction of the liquidity event vesting requirement for outstanding RSUs, all RSUs issued prior to the completion of the Merger were revalued using the closing share price on that date. In the event that a RSU grant holder is terminated before the award is fully vested, the full amount of the unvested portion of the award will be recognized as a forfeiture in the period of termination. |
Common Stock | Common Stock The Company has 500,000 shares of voting common stock authorized for issuance. As of January 31, 2023 , a total of 110,716 shares of common stock were issued and outstanding, with 4,361 shares reserved for issuance upon the settlement of outstanding RSUs, 530 shares reserved for issuance upon the exercise of outstanding stock options, 9,436 shares available for grant under the 2021 Equity Incentive Plan, 8,596 shares reserved for issuance upon the exercise of Public Warrants and 10 shares reserved for issuance upon the exercise of Private Warrants. |
Recently issued accounting standards | Recently Issued Accounting Standards The Company is an emerging growth company ("EGC"), as defined in the JOBS Act. Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an EGC or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the consolidated financial statements may or may not be comparable to companies that comply with new or revised accounting pronouncements as of public companies’ effective dates. |
New Accounting Pronouncement Adopted in Fiscal 2023 | New Accounting Pronouncements Adopted in Fiscal Year 2023 In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 recording 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. There was no material impact on the Company’s consolidated statement of operations or consolidated statement of cash flows as a result of the adoption of Topic 842. The Company’s comparative periods continue to be presented and disclosed in accordance with legacy guidance in Topic 840. Refer to Note 11 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 consolidated financial statements and related disclosures for the fiscal year ended January 31, 2023. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued 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 changes in profit and loss (the fair value option). This standard is effective for the Company for the earlier of the fiscal year beginning after December 15, 2022 or the time at which the Company no longer qualifies as an EGC. As a result, this ASU became effective for the Company as of February 1, 2023. Management does not expect the impact of adopting this standard to be material. |
Organization and Nature of Op_3
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule Of Estimated Useful Lives Of Property Plant And Equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Computer and other equipment 3 - 5 years Leasehold improvements Shorter of life of lease or life of asset Furniture and fixtures 7 years Software 3 years |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Customers That Represent 10% or More of the Company's Total Revenue | The following table presents customers that represent 10% or more of the Company’s total revenue: Fiscal Year Ended January 31, 2023 2022 Customer A 10 % 11 % Customer B 12 % 10 % 22 % 21 % |
Schedule of Deferred Costs | The balances in deferred costs are as follows: Balance at February 1, 2021 $ 2,805 Amounts recognized in cost of revenue ( 2,095 ) Costs deferred 3,899 Foreign exchange ( 5 ) Balance at January 31, 2022 $ 4,604 Balance at February 1, 2022 $ 4,604 Amounts recognized in cost of revenue ( 2,608 ) Costs deferred 2,366 Balance at January 31, 2023 $ 4,362 |
Schedule of Deferred Revenue | The balance in deferred revenue is as follows: Balance at February 1, 2021 $ 34,044 Revenue recognized ( 29,133 ) Amounts deferred 28,663 Foreign exchange ( 8 ) Balance at January 31, 2022 $ 33,566 Balance at February 1, 2022 $ 33,566 Revenue recognized ( 27,257 ) Amounts deferred 20,863 Foreign exchange ( 31 ) Balance at January 31, 2023 $ 27,141 |
Schedule of Company's Recognition of Revenue | The Company’s recognition of revenue in the future thereon will be in: Years Ending January 31, 2024 $ 25,050 2025 13,576 2026 3,817 2027 539 $ 42,982 |
Reverse Recapitalization and _2
Reverse Recapitalization and Restructuring (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Business Combinations [Abstract] | |
Summary Of Reconcile Elements Of The Business Combination | The following table reconciles the elements of the Merger to the consolidated statement of cash flows for the fiscal year ended January 31, 2022: Recapitalization and Associated Transactions Cash (Trust) $ 173,015 Redemptions ( 159,763 ) Less: fees to underwriters and advisors ( 9,038 ) Net cash received from Merger recapitalization 4,214 Issuance of PIPE Shares 125,000 Less: PIPE fees to underwriters and advisors ( 21,179 ) Net cash received from PIPE Shares and Merger recapitalization 108,035 Less: debt settlement ( 21,266 ) Net proceeds from Merger recapitalization, PIPE Shares and debt settlement $ 86,769 |
Summary Of Common Stock Issued Following The Consummation Of The Business Combination | The number of outstanding shares of common stock of the Company as of January 31, 2022 is summarized as follows: Shares by Type Number of Shares IronNet Class A Common Stock outstanding previous to the Merger 67,502 Issuance of common stock (exercise of ISOs and warrant) 29 Number of Shares issued at the date of the business combination (Recapitalization) LGL Class A Common Stock outstanding previous to the Merger 17,250 Less: Redemption of LGL Class A previous to the Merger ( 15,929 ) Total Class A Shares issued to former LGL shareholders 1,321 LGL Founders Shares 3,234 PIPE Shares 12,500 Number of Shares issued at the Merger 17,055 Number of Shares issued (redeemed) following the consummation of the Merger Earnout Shares 1,078 Private Warrants (Exercised) 3,188 Public Warrants (Exercised) 29 Exercise of ISOs 158 Payments on subscription notes receivable ( 55 ) Shares repurchase related to loan pay-off ( 108 ) Total Shares of Common Stock as of January 31, 2022 88,876 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following at January 31: 2023 2022 Computer and other equipment $ 4,900 $ 5,369 Leasehold improvements 1,416 1,416 Furniture and fixtures 388 388 Software 5,171 2,795 ROU asset 297 - 12,172 9,968 Less: Accumulated depreciation and amortization ( 6,200 ) ( 4,362 ) $ 5,972 $ 5,606 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Status of Stock Options Under Stock Incentive Plan | Presented below is a summary of the status of the 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, 2021 2,182 $ 0.53 4.9 $ 5,573 Granted - - - - Exercised ( 749 ) 0.49 4.8 1,940 Forfeited or expired ( 116 ) 0.57 5.3 - Outstanding at January 31, 2022 1,317 $ 0.55 4.9 $ 3,773 Outstanding at February 1, 2022 1,317 $ 0.55 4.9 $ 3,773 Granted - - - - Exercised ( 580 ) 0.49 4.1 1,691 Forfeited or expired ( 207 ) 0.65 4.0 - Outstanding at January 31, 2023 530 $ 0.56 3.8 $ 773 Exercisable at January 31, 2023 530 $ 0.56 3.8 $ 773 |
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, 2021 9,712 $ 11.75 Granted 5,900 8.20 Vested ( 3,818 ) 12.01 Forfeited or expired ( 1,484 ) 12.85 Non-vested at January 31, 2022 10,310 $ 9.57 Non-vested at February 1, 2022 10,310 $ 9.57 Granted 9,736 3.36 Vested ( 8,982 ) 8.37 Forfeited or expired ( 6,703 ) 3.98 Non-vested at January 31, 2023 4,361 $ 6.76 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Schedule of fair value of the convertible feature using a Black-Scholes option-pricing model | The Company determined the fair value of the convertible feature using a Black-Scholes option-pricing model, and the value derived was determined to not be material. |
Schedule of assets and liabilities measured at fair value on a recurring basis | January 31, 2023 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 $ — $ — $ 195 $ 195 $ — $ — $ — $ — Total financial assets $ 6 $ — $ 195 $ 201 $ 102 $ — $ — $ 102 Liabilities Warrants $ — $ — $ — $ 0 $ — $ 7 $ — $ 7 Conversion options $ — $ — $ 734 $ 734 $ — $ — $ — $ — |
Level 3 [Member] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table presents a summary of the changes in the fair value of the Company's Level 3 financial instruments: Convertible Notes Derivative Liability C5 Notes Derivative Liability Commitment Fee Derivative Asset Fair Value as of January 31, 2022 $ - $ - $ - Commitment fee derivative asset established at time of Purchase Agreement - - 1,750 Conversion feature liability established at issuance of Convertible Notes 774 - - Conversion feature liability established at issuance of C5 Notes - 63 - Change in fair value ( 103 ) - ( 1,555 ) Fair value as of January 31, 2023 $ 671 $ 63 $ 195 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Income Tax Disclosure [Line Items] | |
Schedule of Components of Provision for Income Taxes | The components of the provision for income taxes are comprised of the following for the fiscal years ended January 31: 2023 2022 Current income taxes Federal $ - $ - State 10 1 Foreign 48 464 Deferred income taxes — — Total income tax expense $ 58 $ 465 |
Schedule of effective income tax rate reconciliation | A reconciliation of income tax expense at the U.S. federal statutory income tax rate to annual income tax expense at the Company’s effective tax rate is as follows: 2023 2022 Income tax expense computed at U.S. federal statutory income tax rate $ ( 23,217 ) 21.0 % $ ( 50,575 ) 21.0 % State income taxes ( 8,434 ) 7.63 % ( 10,190 ) 4.2 % Permanent items 7,623 ( 6.90 )% 8,197 ( 3.4 )% Valuation allowance 36,661 ( 33.16 )% 53,577 ( 22.2 )% Change in State Tax Rate ( 12,761 ) 11.54 % ( 362 ) 0.2 % Other 186 ( 0.17 )% ( 182 ) 0.1 % Income tax expense computed at U.S. federal statutory income tax rate $ 58 ( 0.06 )% $ 465 ( 0.1 )% |
Schedule of deferred tax assets (liabilities) | Significant components of the Company’s deferred tax assets and (liabilities) are as follows: 2023 2022 Deferred tax assets Net operating loss carryforward $ 118,465 $ 81,955 Accruals and other 601 610 Intangibles 124 123 Depreciation and amortization 281 118 RSU 9,766 8,499 Others 657 285 Deferred revenue 4,241 5,786 Lease Liabilities 760 — Gross deferred tax assets 134,895 97,376 Valuation allowance ( 132,520 ) ( 95,533 ) Net deferred tax asset 2,375 1,843 Deferred tax liabilities Deferred costs ( 1,835 ) ( 1,843 ) ROU Assets ( 540 ) — Net deferred tax assets (liabilities) $ - $ - |
Summary of Changes to Valuation and Qualifying Accounts | The following summarizes changes to valuation and qualifying accounts for fiscal year 2023 and fiscal year 2022: Income Tax Valuation Allowance Balance at Beginning of Period Charged to Costs & Expenses Federal/State NOL Balance at End of Period Fiscal Year Ended January 31, 2023 95,533 476 36,510 132,520 January 31, 2022 41,849 10,662 43,022 95,533 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: January 31, January 31, 2023 2022 Accrued expenses $ 976 $ 2,438 Taxes payable on behalf of employees related to vested RSUs 6,987 - Unvouched payables 2,010 2,271 $ 9,973 $ 4,709 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Leases [Abstract] | |
Schedule of Financial Statement Classification of Lease Balances With Consolidated Balance Sheet | Balance Sheet Location January 31, 2023 Assets Operating Deposits and other assets $ 1,885 Financing Property and equipment, net 205 Liabilities Current Operating Other current liabilities $ 607 Financing Other current liabilities 130 Non-current Operating Other long-term liabilities 2,047 Financing Other long-term liabilities 81 |
Schedule of Total Lease Costs | Total lease costs for the fiscal year ended January 31, 2023 were: Fiscal Year Ended January 31, 2023 Operating lease cost $ 1,005 Short-term lease cost 2,147 Variable lease cost 36 Finance lease cost: Amortization of right-of-use assets 92 Interest on lease liabilities 7 Total finance lease cost $ 99 |
Schedule of Lease Payments | The following table summarizes future scheduled lease payments as of January 31, 2023: Fiscal year ending January 31, Operating Leases Finance Leases 2024 $ 755 $ 144 2025 775 48 2026 797 45 2027 658 - 2028 - - Total 2,985 237 Less: Imputed Interest 331 26 Present value of net lease payments $ 2,654 $ 211 Lease liability, current portion $ 607 $ 130 Lease liability, net of current portion 2,047 81 Total lease liability $ 2,654 $ 211 |
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 $ 1,178 Operating cash flows from finance leases 4 Financing cash flows from finance leases 98 $ 1,280 Weighted average remaining lease term (in years) Operating leases 3.83 Finance leases 2.09 Weighted average discount rate Operating leases 6.36 % Finance leases 10.10 % |
Schedule of Future Minimum Obligations Under Noncancelable Operating Leases | The minimum aggregate future obligations under noncancelable operating leases as of January 31, 2022 were as follows: Fiscal Year ending January 31, 2023 $ 1,025 2024 755 2025 775 2026 797 2027 658 Total $ 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. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Convertible Notes | The following table presents the components of the Convertible Notes: January 31, 2023 3i Convertible Promissory Notes $ 8,471 Less: unamortized original issue discount and issuance costs ( 343 ) $ 8,128 |
Schedule of Principal Repayments on Debt | The following are scheduled principal repayments on debt, including convertible notes which can be settled in shares as of January 31, 2023, however the balances presented are classified as current in the consolidated balance sheet: Fiscal year ending January 31, Principal 2024 $ 20,140 2025 687 Total $ 20,827 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
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: Fiscal Year Ended January 31, 2023 2022 Numerator: Net loss $ ( 111,010 ) $ ( 242,647 ) Denominator: Basic and Diluted Weighted-average shares in computing net loss per share attributable to common stockholders 104,049 79,953 Net loss attributable to common stockholders—basic and diluted $ ( 1.07 ) $ ( 3.03 ) |
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 January 31, 2023 As of January 31, 2022 Shares of common stock issuable from stock options 530 1,317 Unvested RSUs 4,361 10,638 Convertible notes 3,873 — Warrants 8,606 8,606 Potential common shares excluded from diluted net loss per share 17,370 20,561 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of revenue by geographical location | The following table presents revenue by geographic location: Fiscal Year Ended January 31, 2023 2022 United States $ 23,099 $ 24,726 International 4,158 2,818 Total $ 27,257 $ 27,544 |
Organization and Nature of Op_4
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 16, 2022 | Sep. 15, 2022 | Aug. 26, 2021 | Dec. 31, 2022 | Nov. 30, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | May 08, 2023 | Feb. 27, 2023 | Feb. 08, 2023 | Jan. 12, 2023 | Jan. 11, 2023 | Sep. 14, 2022 | Feb. 01, 2022 | Oct. 31, 2021 | Sep. 30, 2021 | Jan. 31, 2021 | Nov. 12, 2019 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Number of shares Right to receive on occurrence of Earnout event | 1,078 | |||||||||||||||||
Cash and cash equivalents | $ 7,568,000 | $ 47,673,000 | $ 31,543,000 | |||||||||||||||
Collectible receivables | 4,090,000 | |||||||||||||||||
Accounts payable and accrued expenses | 17,260,000 | |||||||||||||||||
Accounts payable and accrued liabilities current due to taxing authorities | 6,987,000 | |||||||||||||||||
Convertible Debt | 8,927,000 | |||||||||||||||||
Principal amounts owed on related party debt | $ 11,900,000 | |||||||||||||||||
Promissory notes issued | $ 7,200,000 | |||||||||||||||||
Percentage of reduction in workforce | 44% | |||||||||||||||||
Accounts receivable, allowance for credit loss | $ 1,283,000 | 0 | ||||||||||||||||
Property plant and equipment repairs and maintanance | 28,000 | 12,000 | ||||||||||||||||
Costs of caputalization of software | 5,171,000 | 2,795,000 | ||||||||||||||||
Capitalized computer software, before amortization cost | 1,055,000 | 86,000 | ||||||||||||||||
Research and development | 32,426,000 | 52,899,000 | ||||||||||||||||
Advertising costs | 138,000 | 1,789,000 | ||||||||||||||||
Cash FDIC Insurance amount | 250,000 | |||||||||||||||||
Federally insured limits | 6,769,000 | |||||||||||||||||
Inventory provision | $ 2,744,000 | $ 0 | ||||||||||||||||
Percent of liabilities for uncertain tax positions | 50% | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Fair Value Adjustment of Warrants | $ (6,000) | $ 11,265,000 | ||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||||||||||
Common stock, shares issued | 111,466,000 | 88,876,000 | ||||||||||||||||
Common stock, shares outstanding | 111,466,000 | 88,876,000 | ||||||||||||||||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities, Current | ||||||||||||||||
Operating lease liability | $ 2,654,000 | $ 974,000 | ||||||||||||||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | ||||||||||||||||
Operating lease liabilities - long term | $ 2,047,000 | $ 2,654,000 | ||||||||||||||||
Operating Lease, Right-of-Use Asset | $ 1,885,000 | $ 2,685,000 | ||||||||||||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Deposits Assets | Other Assets, Current | ||||||||||||||||
Lease liability, current portion | $ 130,000 | |||||||||||||||||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | |||||||||||||||||
Finance lease, right of use asset | $ 205,000 | |||||||||||||||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | |||||||||||||||||
Accumulated deficit | $ (528,696,000) | $ (417,686,000) | ||||||||||||||||
Net loss | (111,010,000) | (242,647,000) | ||||||||||||||||
Net cash (used in) operating activities | (64,873,000) | $ (83,684,000) | ||||||||||||||||
Senior promisory notes principal amount | $ 6,900,000 | |||||||||||||||||
Stock Option [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Future exercise of stock options | 530 | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Shares Issued, Price Per Share | $ 12.85 | |||||||||||||||||
Shares reserved for future issuance | 4,361,000 | |||||||||||||||||
Software Development [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Property, plant and equipment, useful life | 3 years | |||||||||||||||||
Private Warrants [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Shares Issued, Price Per Share | $ 1 | |||||||||||||||||
Number of private warrants exercised | 0 | 5,190 | ||||||||||||||||
Warrants issued | 5,200 | |||||||||||||||||
Sale of gross proceeds | $ 5,200 | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 11.50 | |||||||||||||||||
Class of Warrant or Right, Unissued | 10 | 10 | ||||||||||||||||
Fair Value Adjustment of Warrants | $ (6,000) | $ 11,265,000 | ||||||||||||||||
Shares reserved for warrant conversion | 10,000 | |||||||||||||||||
Common Stock | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||||||||
Common stock, shares issued | 110,716,000 | 88,876,000 | ||||||||||||||||
Common stock, shares outstanding | 110,716,000 | 88,876,000 | ||||||||||||||||
Common Stock | 2021 Equity Incentive Plan [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Share based compensation by share based arrangement number of shares available for grant | 9,436,000 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Sales commission contract period | 1 year | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Sales commission contract period | 5 years | |||||||||||||||||
Public Warrants [Member] | Common Stock | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Shares reserved for warrant conversion | 8,596,000 | |||||||||||||||||
PIPE Shares [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Shares Issued, Price Per Share | $ 10 | |||||||||||||||||
Payments of stock issuance costs | $ 21,179,000 | |||||||||||||||||
Sale of gross proceeds | $ 125,000,000 | |||||||||||||||||
Common stock, shares outstanding | 12,500,000 | |||||||||||||||||
Common Class A [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||||||||||
Common Class A [Member] | Private Warrants [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Shares Issued, Price Per Share | $ 11.50 | |||||||||||||||||
Private warrants redeemed | 3,188 | |||||||||||||||||
Aggregate of shares (in Shares) | 6 | |||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Convertible Debt | $ 10,300,000 | $ 25,750,000 | ||||||||||||||||
Net of discount for cash proceeds | $ 10,000,000 | |||||||||||||||||
IronNet Cybersecurity Inc [Member] | Business Combination Agreement [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Number of consecutive trading days for determining the share price | 10 years | |||||||||||||||||
IronNet Cybersecurity Inc [Member] | Business Combination Agreement [Member] | Share Price Equals Or Exceeds Dollars Thirteen [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Shares Issued, Price Per Share | $ 13 | |||||||||||||||||
Tumim Stone Capital, LLC [Member] | Common Stock Purchase Agreement [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Purchase commitment of common stock shares | $ 586,000 | $ 586,000 | ||||||||||||||||
3i LP [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Additional borrowings of convertible promissory note | $ 15,450,000 | |||||||||||||||||
C5 Capital Limited | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Promissory notes issued | 5,000,000 | |||||||||||||||||
Secured Debt | $ 13,095,000 | $ 13,095,000 | ||||||||||||||||
Ownership Percentage by beneficial owners | 5% | 5% | ||||||||||||||||
Senior secured convertible promissory note principal amount | $ 5,000,000 | |||||||||||||||||
C5 Capital Limited | Subsequent Event [Member] | ||||||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||
Secured Debt | $ 11,895,000 | $ 13,095,000 | $ 13,095,000 | |||||||||||||||
Ownership Percentage by beneficial owners | 5% | 5% | 5% |
Organization and Nature of Op_5
Organization and Nature of Operations, Basis of Presentation, and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Jan. 31, 2023 | |
Computer and other equipment | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer and other equipment | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of life of lease or life of asset |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Deferred commission expenses | $ 1,751 | $ 1,238 |
Deferred Revenue | 14,405 | 12,509 |
Capitalized costs, current | 2,222 | |
Capitalized costs, non current | 2,140 | |
Other Current Assets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Deferred commission expenses | 916 | |
Other Noncurrent Assets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Deferred commission expenses | 835 | |
SixCustomersMember | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customers excluding assessed tax | $ 13,975 | |
Eight Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customers excluding assessed tax | $ 16,536 | |
SalesRevenueNetMember | CustomerConcentrationRiskMember | TwoCustomersMember | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 22% | 21% |
SalesRevenueNetMember | CustomerConcentrationRiskMember | SixCustomersMember | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 51% | |
SalesRevenueNetMember | CustomerConcentrationRiskMember | Eight Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 61% | |
SalesRevenueNetMember | CustomerConcentrationRiskMember | Minimum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 10% | |
AccountsReceivableMember | CustomerConcentrationRiskMember | TwoCustomersMember | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 56% | 49% |
Professional Services Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customers excluding assessed tax | $ 1,554 | $ 2,197 |
Subscription Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customers excluding assessed tax | 21,457 | 15,960 |
Product Subscription And Support Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customers excluding assessed tax | $ 25,703 | $ 25,347 |
Revenue - Schedule of Customers
Revenue - Schedule of Customers That Represent 10% or More of the Company's Total Revenue (Details) - SalesRevenueNetMember - CustomerConcentrationRiskMember | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 11% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12% | 10% |
Total Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 22% | 21% |
Revenue - Schedule of Deferred
Revenue - Schedule of Deferred Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning Balance | $ 4,604 | $ 2,805 |
Amounts recognized in cost of revenue | 2,608 | (2,095) |
Costs deferred | 2,366 | 3,899 |
Foreign exchange | (5) | |
Ending Balance | $ 4,362 | $ 4,604 |
Revenue - Schedule of Deferre_2
Revenue - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning Balance | $ 33,566 | $ 34,044 |
Revenue recognized | (27,257) | (29,133) |
Revenue deferred | 20,863 | 28,663 |
Foreign exchange | (31) | (8) |
Ending Balance | $ 27,141 | $ 33,566 |
Revenues - Schedule of Company'
Revenues - Schedule of Company's Recognition of Revenue (Details) $ in Thousands | Jan. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation amount | $ 42,982 |
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 | $ 25,050 |
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 | $ 13,576 |
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 | $ 3,817 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-02-01 | |
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 | $ 539 |
Reverse Recapitalization and _3
Reverse Recapitalization and Restructuring - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 10, 2021 $ / shares shares | Aug. 26, 2021 USD ($) $ / shares shares | Apr. 21, 2020 USD ($) | Dec. 29, 2018 USD ($) shares | Nov. 30, 2022 | Oct. 31, 2022 USD ($) | Jan. 31, 2023 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) shares | Jun. 21, 2021 USD ($) | Jan. 31, 2021 shares | |
Business Acquisition [Line Items] | ||||||||||
Business Combination Bonus Payment Made To Management And Employees | $ 515 | |||||||||
Proceeds from issuance of PIPE shares | 0 | $ 125,000 | ||||||||
Aggregate purchase price | $ 586 | $ 365 | ||||||||
Repayment of term loan and interest | $ 15,609 | |||||||||
Debt instrument face amount | $ 15,000 | |||||||||
Principal amount | $ 1,000 | |||||||||
Rate of interest | 2.76% | |||||||||
Shares surrender in conjunction to merger | shares | 108 | |||||||||
Non vested number of shares | shares | 4,361,000 | 10,310,000 | 9,712,000 | |||||||
Recapitalization | 13,251 | |||||||||
Transaction cost related to merger | $ 2,328 | |||||||||
Restructuring, Description | Between September 2022 and November 2022, the Company undertook a restructuring to reduce headcount by approximately 44%, which resulted in a reduction of approximately 111 positions. | |||||||||
Pre-tax charges | $ 13,439 | |||||||||
Restructuring charges | $ 659 | |||||||||
Vesting of restricted stock units | shares | 13,266,000 | |||||||||
Restricted stock award forfeitures | $ 486 | |||||||||
Non-cash stock based compensation expense | $ 12,780 | 36,858 | 156,596 | |||||||
Additional Paid-in Capital [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate purchase price | $ 586 | 365 | ||||||||
Transaction costs | $ 9,038 | |||||||||
IronNet Cybersecurity Inc [Member] | Business Combination Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock diluted exchange ratio | 0.8141070 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share issued, price per share | $ / shares | $ 12.85 | |||||||||
Non cash expense | $ 36,858 | 156,560 | ||||||||
Non vested number of shares | shares | 23,151 | |||||||||
Restricted Stock Units (RSUs) [Member] | 2014 Equity Incentive Plan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Non cash expense | $ 169,360 | |||||||||
Non vested number of shares | shares | 15,780,000 | |||||||||
PIPE Shares [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued | shares | 12,500,000 | |||||||||
Share issued, price per share | $ / shares | $ 10 | |||||||||
Proceeds from issuance of PIPE shares | $ 125,000 | |||||||||
Sale of gross proceeds | 125,000 | |||||||||
Transaction costs | $ 21,179 | |||||||||
Earnout Shares [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued | shares | 1,078,000 | |||||||||
Share issued, price per share | $ / shares | $ 1,078 | |||||||||
Sale price of common stock | $ / shares | $ 13 | |||||||||
LGL Founders Shares [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued | shares | 3,234,000 | |||||||||
Share issued, price per share | $ / shares | $ 0.007 | |||||||||
Aggregate purchase price | $ 24 | |||||||||
Payback Protection Program Loan [Member] | CARES Act [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt instrument face amount | $ 5,580 | |||||||||
Interest rate | 1% | |||||||||
Debt instrument frequency of periodic payment | monthly | |||||||||
Debt instrument date of first required payment | Sep. 15, 2021 |
Reverse Recapitalization and _4
Reverse Recapitalization and Restructuring - Summary of Reconcile Elements of the Merger (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Business Combinations [Abstract] | ||
Cash (Trust) | $ 173,015 | |
Redemptions | (159,763) | |
Less: fees to underwriters and advisors | (9,038) | |
Net cash received from Merger recapitalization | 4,214 | |
Issuance of PIPE Shares | $ 0 | 125,000 |
Less: PIPE fees to underwriters and advisors | (21,179) | |
Net cash received from PIPE Shares and Merger recapitalization | 108,035 | |
Less: debt Settlement | (21,266) | |
Net proceeds from Merger recapitalization, PIPE Shares and debt settlement | $ 86,769 |
Reverse Recapitalization and _5
Reverse Recapitalization and Restructuring - Summary of Common Stock Outstanding Following The Consummation Of The Business Combination (Details) - shares | Jan. 31, 2023 | Jan. 31, 2022 |
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 111,466,000 | 88,876,000 |
LGL Systems Acquisition Corp [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 17,055,000 | |
IronNet Class A Common Stocks [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 67,502,000 | |
Issuance of Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 29,000 | |
LGL Class A Common Stocks [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 17,250,000 | |
Redemption of LGL Class A [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 15,929,000 | |
Common Class A [Member] | LGL Systems Acquisition Corp [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 1,321,000 | |
LGL Founders Shares [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 3,234,000 | |
PIPE Shares [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 12,500,000 | |
Earnout Shares [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 1,078,000 | |
Private Warrants (Exercised) [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 3,188,000 | |
Public Warrants (Exercised) [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 29,000 | |
Exercise of ISOs | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 158,000 | |
Payments on Subscription Notes Receivable [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 55,000 | |
Shares Repurchase Related to Loan Pay Off [Member] | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 108,000 | |
Common Stock | ||
Business Acquisition [Line Items] | ||
Shares outstanding (in Shares) | 88,876,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 12,172 | $ 9,968 |
Less: Accumulated depreciation and amortization | (6,200) | (4,362) |
Property and equipment, net | 5,972 | 5,606 |
Computer and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,900 | 5,369 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,416 | 1,416 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 388 | 388 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,171 | $ 2,795 |
ROU asset | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 297 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 2,336 | $ 1,092 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid Expenses | $ 1,743 | $ 3,660 |
Other current assets | 818 | 1,458 |
Prepaid expenses and other current assets | $ 909 | $ 1,803 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Increase in Prepaid Expenses | $ (1,918) | $ 1,614 |
Prepaid expenses and other current assets | $ 909 | $ 1,803 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Feb. 01, 2022 | Aug. 26, 2021 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
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% | ||||
Share based compensation by share based arrangement term | 10 years | ||||
Increase in issuance of number of shares and share equivalents | 889,000 | ||||
Share based compensation by share based award options forfeited in period aggregate fair value | $ 2,000 | $ 2,062,000 | |||
Common Stock, Shares, Outstanding | 111,466,000 | 88,876,000 | |||
Non vested number of shares | 4,361,000 | 10,310,000 | 9,712,000 | ||
Common Stock, Shares, Issued | 111,466,000 | 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 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Allocated share based compensation | 36,858,000 | $ 156,560,000 | |||
Share based payment arrangement non vested award cost not yet recognized amount | $ 12,688,000 | ||||
Share issued, price per share | $ 12.85 | ||||
Weighted average remaining vesting period | 2 years 7 months 17 days | ||||
Non vested number of shares | 23,151 | ||||
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% | ||||
Common Stock, Shares, Outstanding | 2,700,000 | ||||
Service Condition | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Non vested number of shares | 8,998 | ||||
Vested number of shares | 5,492 | ||||
Performance Condition | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Share based compensation shares outstanding | 1,302 | ||||
Vested number of shares | 652 | ||||
Service and Performance Condition | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Non vested number of shares | 12,851 | ||||
Vested number of shares | 12,646 | ||||
Graded Vesting Schedule | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Allocated share based compensation | $ 15,011,000 | 155,518,000 | |||
Straight-line Vesting Schedule | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Allocated share based compensation | $ 21,847,000 | 1,042,000 | |||
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% | ||||
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 | 9,436 | ||||
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 | ||||
2014 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Allocated share based compensation | $ 169,360,000 | ||||
Non vested number of shares | 15,780,000 | ||||
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 | 3,589,000 | ||||
Share based compensation by share based arrangement number of shares authorized prior limit | 2,700,000 |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary of Status of Stock Options Under Stock Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2023 | Jan. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of Shares, Beginning Balance | 1,317,000 | 2,182,000 | ||
Number of Shares, Exercised | (580,000) | (749,000) | ||
Number of Shares, Forfeited or expired | (207,000) | (116,000) | ||
Number of Shares, Ending Balance | 1,317,000 | 2,182,000 | 530,000 | 1,317,000 |
Number of Shares, Exercisable | 530,000 | |||
Weighted Average Exercise Price, Beginning Balance | $ 0.55 | $ 0.53 | ||
Weighted Average Exercise Price, Exercised | 0.49 | 0.49 | ||
Weighted Average Exercise Price, Forfeited or expired | 0.65 | 0.57 | ||
Weighted Average Exercise Price, Ending Balance | $ 0.55 | $ 0.53 | 0.56 | $ 0.55 |
Weighted Average Exercise Price, Exercisable | $ 0.56 | |||
Weighted Average Remaining Contractual Term, Outstanding | 4 years 10 months 24 days | 4 years 10 months 24 days | 3 years 9 months 18 days | 4 years 10 months 24 days |
Weighted Average Remaining Contractual Term, Exercised | 4 years 1 month 6 days | 4 years 9 months 18 days | ||
Weighted Average Remaining Contractual Term, Forfeitures or expired | 4 years | 5 years 3 months 18 days | ||
Weighted Average Remaining Contractual Term, Exercisable | 3 years 9 months 18 days | |||
Intrinsic Value of Outstanding Options, Beginning Balance | $ 3,773 | $ 5,573 | ||
Intrinsic Value of Outstanding Options, Exercised | 1,691 | 1,940 | ||
Intrinsic Value of Outstanding Options, Ending Balance | $ 3,773 | $ 5,573 | 773 | $ 3,773 |
Intrinsic Value of Outstanding Options, Exercisable | $ 773 |
Stock Incentive Plans - Summa_2
Stock Incentive Plans - Summary of Status of Outstanding RSU's (Details) - $ / shares | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares, Beginning Balance | 10,310,000 | 9,712,000 |
Number of Shares, Granted | 9,736,000 | 5,900,000 |
Number of Shares, Vested | (8,982,000) | (3,818,000) |
Number of Shares, Forfeited or expired | (6,703,000) | (1,484,000) |
Number of Shares, Ending Balance | 4,361,000 | 10,310,000 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 9.57 | $ 11.75 |
Weighted Average Grant Date Fair Value, Granted | 3.36 | 8.20 |
Weighted Average Grant Date Fair Value, Vested | 8.37 | 12.01 |
Weighted Average Grant Date Fair Value, Forfeited or expired | 3.98 | 12.85 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 6.76 | $ 9.57 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 12 Months Ended | |||
Feb. 11, 2022 USD ($) | Nov. 12, 2019 $ / shares shares | Jan. 31, 2023 USD ($) Vote $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | |
Stockholders' Equity (Details) [Line Items] | ||||
Preferred stock authorized to issue | 100,000,000 | 100,000,000 | ||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Common stock, share authorized | 500,000,000 | 500,000,000 | ||
Recognized other expense | $ | $ 1,555,000 | $ 0 | ||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 111,466,000 | 88,876,000 | ||
Common stock, shares outstanding | 111,466,000 | 88,876,000 | ||
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. | |||
Transaction cost related to issuance of the purchase agreement | $ | $ 96,000 | |||
Commitment fee | $ | 195,000 | |||
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 warrants (in Shares) | 2,511,000 | |||
Public Warrants [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Sale of warrants (in Shares) | 17,250,000 | |||
Purchased share price (in Dollars per share) | $ / shares | $ 10 | |||
Not exercised warrants | 8,596,000 | |||
Sale price of common stock | $ / shares | 18 | |||
Public warrants exercised price | $ / shares | $ 11.50 | |||
Public warrants expiration period | 5 years | |||
Price per warrant | $ / shares | $ 0.01 | |||
Public Warrants [Member] | Over-Allotment Option [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Sale of warrants (in Shares) | 2,250,000 | |||
Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, share authorized | 500,000,000 | |||
Common stock, shares issued | 110,716,000 | 88,876,000 | ||
Common stock, shares outstanding | 110,716,000 | 88,876,000 | ||
Common Class A [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, share authorized | 500,000,000 | 500,000,000 | ||
Common shares, votes per share | Vote | 1 | |||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2023 USD ($) Integer | Jan. 31, 2022 USD ($) | Sep. 15, 2022 USD ($) | Jun. 21, 2021 USD ($) | |
Change in fair value of the convertible notes | $ 103 | |||
Change in fair value of warrants | (6) | $ 11,265 | ||
Convertible debt, fair value | $ 671 | |||
Debt instrument face amount | $ 15,000 | |||
C5 Capital Limited | ||||
Number of debt instrument | Integer | 2 | |||
Debt instrument face amount | $ 5,000 | |||
Level 2 [Member] | ||||
Convertible debt, fair value | $ 63 | |||
Level 3 [Member] | ||||
Convertible debt, fair value | $ 774 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 6 | $ 102 |
Commitment fee | 195 | 0 |
Total financial assets | 201 | 102 |
Warrants | 0 | 7 |
Conversion Option | 734 | |
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] | ||
Commitment fee | 0 | 0 |
Warrants | 0 | 7 |
Conversion Option | 0 | $ 0 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commitment fee | 195 | |
Total financial assets | 195 | |
Conversion Option | $ 734 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis - Changes in the Fair Value of the Company's Financial Instruments (Details) - Level 3 [Member] $ in Thousands | 12 Months Ended |
Jan. 31, 2023 USD ($) | |
Convertible Notes Derivative Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning Balance | $ 0 |
Conversion feature liability | 774 |
Change in fair value | (103) |
Ending Balance | 671 |
C5 Notes Derivative Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning Balance | 0 |
Conversion feature liability C5 Notes | 63 |
Ending Balance | 63 |
Commitment Fee Derivative Asset [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning Balance | 0 |
Commitment fee derivative asset | 1,750 |
Change in fair value | (1,555) |
Ending Balance | $ 195 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 10 | 1 |
Foreign | 48 | 464 |
Deferred income taxes | 0 | 0 |
Income tax expense computed at U.S. federal statutory income tax rate | $ 58 | $ 465 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Income Tax [Line Items] | ||
Foreign income (loss) before provision for income tax | $ 51 | $ 1,774 |
Domestic loss before provision for income tax | 110,609 | 43,956 |
Income tax expense | $ 58 | $ 465 |
Effective income tax rate | (0.06%) | (0.10%) |
Federal Net Operating Loss | $ 388,300 | |
Percentage of operating loss caryforwards used to offset future taxable income | 80% | |
Percentage of income tax benefit being realized upon ultimate settlement | 50% | |
Domestic Tax Authority [Member] | ||
Income Tax [Line Items] | ||
Net operating losses carry forward | $ 413,570 | $ 324,787 |
Federal Net Operating Loss | 25,270 | |
State and Local Jurisdiction [Member] | ||
Income Tax [Line Items] | ||
Net operating losses carry forward | $ 31,616 | $ 13,749 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Income tax expense computed at U.S. federal statutory income tax rate | $ (23,217) | $ (50,575) |
Income tax expense computed at U.S. federal statutory income tax rate, percentage | 21% | 21% |
State income taxes | $ (8,434) | $ (10,190) |
State income taxes, percentage | 7.63% | 4.20% |
Permanent Items | $ 7,623 | $ 8,197 |
Permanent Items, Percentage | (6.90%) | (3.40%) |
Valuation allowance | $ 36,661 | $ 53,577 |
Valuation allowance | (33.16%) | (22.20%) |
Change in State Tax Rate | $ (12,761) | $ (362) |
Change in State Tax Rate, Percentage | 11.54% | 0.20% |
Other | $ (186) | $ (182) |
Other, percent | 0.17% | 0.10% |
Income tax expense computed at U.S. federal statutory income tax rate | $ 58 | $ 465 |
Income tax expense computed at U.S. federal statutory income tax rate | (0.06%) | (0.10%) |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carryforward | $ 118,465 | $ 81,955 |
Accruals and other | 601 | 610 |
Intangibles | 124 | 123 |
Depreciation and amortization | 281 | 118 |
RSU | 9,766 | 8,499 |
Others | 657 | 285 |
Deferred revenue | 4,241 | 5,786 |
Lease liabilities | 760 | 0 |
Gross deferred tax assets | 134,895 | 97,376 |
Valuation allowance | (132,520) | (95,533) |
Net deferred tax asset | 2,375 | 1,843 |
Deferred costs | (1,835) | (1,843) |
ROU Assets | (540) | 0 |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes to Valuation and Qualifying (Details) - Income Tax Valuation Allowance [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Valuation Allowance [Line Items] | ||
Income Tax Valuation Allowances, Beginning Balance | $ 95,533 | $ 41,849 |
Income Tax Valuation Allowance, Charged to Costs and Expenses | 476 | 10,662 |
Income Tax Valuation Allowance, Federal and State NOL | 36,510 | 43,022 |
Income Tax Valuation Allowances, Ending Balance | $ 132,520 | $ 95,533 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Accrued Liabilities [Abstract] | ||
Accrued expenses | $ 976 | $ 2,438 |
Taxes payable on behalf of employees related to vested RSUs | 6,987 | 0 |
Unvouched payables | 2,010 | 2,271 |
Total accrued expenses | $ 9,973 | $ 4,709 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Additional Information (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 |
Accrued expenses | $ 9,973 | $ 4,709 | ||
Prepaid expenses | $ 909 | 1,803 | ||
CARES Act [Member] | Impact Of PPP Loan Under CARES Act [Member] | Other Current And Long Term Liabilities [Member] | ||||
Payroll tax deferral amount | 689 | |||
CARES Act [Member] | Impact Of PPP Loan Under CARES Act [Member] | Due On December Thirty One Two Thousand Twenty One [Member] | ||||
Percentage of deferred payroll taxes amount due next twelve months | 50% | |||
CARES Act [Member] | Impact Of PPP Loan Under CARES Act [Member] | Due On December Thirty One Two Thousand Twenty Two [Member] | ||||
Percentage of deferred payroll taxes amount due year one | 50% | |||
Factoring Agreement Member | ||||
Accrued expenses | 1,129 | |||
Sales tax payable | $ 722 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Leases [Abstract] | ||
Percentage of annual escalation of base rent | 2.75% | |
Rent expense | $ 1,462 | |
Finance lease payments | $ 237 | $ 0 |
Leases - Schedule of Financial
Leases - Schedule of Financial Statement Classification of Lease Balances With Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Feb. 01, 2022 |
Leases [Abstract] | ||
Operating | $ 1,885 | $ 2,685 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Deposits Assets | Other Assets, Current |
Financing | $ 205 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | |
Operating | $ 607 | |
Financing | 130 | |
Operating lease liabilities - long term | $ 2,047 | $ 2,654 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Financing lease liabilities - long term | $ 81 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent |
Leases - Schedule of Total Leas
Leases - Schedule of Total Lease Costs (Details) $ in Thousands | 12 Months Ended |
Jan. 31, 2023 USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 1,005 |
Short-term lease cost | 2,147 |
Variable lease cost | 36 |
Amortization of right-of-use assets | 92 |
Interest on lease liabilities | 7 |
Total finance lease cost | $ 99 |
Leases - Schedule of Lease Paym
Leases - Schedule of Lease Payments (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Feb. 01, 2022 | Jan. 31, 2022 |
Operating Leases | |||
2024 | $ 755 | $ 1,025 | |
2025 | 775 | 755 | |
2026 | 797 | 775 | |
2027 | 658 | 797 | |
2028 | 658 | ||
Total | 2,985 | 4,010 | |
Less: Imputed Interest | $ (331) | ||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities, Current | |
Present value of net lease payments | $ 2,654 | $ 974 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | ||
Lease liability, current portion | $ 607 | ||
Lease liability, net of current portion | $ 2,047 | $ 2,654 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Total lease liability | $ 2,654 | $ 974 | |
Finance Leases | |||
2024 | 144 | ||
2025 | 48 | ||
2026 | 45 | ||
Total | 237 | $ 0 | |
Less: Imputed Interest | $ 26 | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | ||
Present value of net lease payments | $ 211 | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | ||
Lease liability, current portion | $ 130 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | ||
Lease liability, net of current portion | $ 81 | ||
Total lease liability | $ 211 |
Leases - Supplemental Informati
Leases - Supplemental Information Related To Operating And Finance Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities Abstract | ||
Operating cash flows from operating leases | $ 1,178 | |
Operating cash flows from finance leases | 4 | |
Financing cash flows from finance leases | 98 | $ 0 |
Cash paid for amounts included in the measurement of lease liabilities | $ 1,280 | |
Weighted average remaining lease term (in years) | ||
Operating leases | 3 years 9 months 29 days | |
Finance leases | 2 years 1 month 2 days | |
Weighted average discount rate | ||
Operating leases | 6.36% | |
Finance leases | 10.10% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Obligations Under Noncancelable Operating Leases (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Leases [Abstract] | ||
2023 | $ 755 | $ 1,025 |
2024 | 775 | 755 |
2025 | 797 | 775 |
2026 | 658 | 797 |
2027 | 658 | |
Total | $ 2,985 | $ 4,010 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||||
May 08, 2023 | May 02, 2023 | Apr. 20, 2023 | Apr. 13, 2023 | Feb. 27, 2023 | Feb. 08, 2023 | Jan. 12, 2023 | Jan. 11, 2023 | Dec. 30, 2022 | Dec. 16, 2022 | Dec. 16, 2022 | Sep. 15, 2022 | Jan. 31, 2023 | Sep. 14, 2022 | Jan. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||||||||||
Convertible Debt | $ 8,927 | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||
Interest expense | $ 431 | ||||||||||||||
Interest expense on amortization of debt issuance costs | 241 | ||||||||||||||
Amortization of debt issuance costs | 284 | ||||||||||||||
Amortization of Debt Discount (Premium) | 300 | ||||||||||||||
Accretion of debt discount | 318 | ||||||||||||||
Secured promissory notes aggregate principal amount | $ 7,200 | ||||||||||||||
Interest liability | 181 | $ 0 | |||||||||||||
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 note | 10,300 | ||||||||||||||
Convertible Debt | $ 25,750 | ||||||||||||||
Additional convertible debt | $ 15,450 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3% | 5% | |||||||||||||
Debt Instrument, Term | 18 months | 18 months | |||||||||||||
Issuance of convertible debt percentage | 10% | ||||||||||||||
Conversion price per share | $ 7.50 | ||||||||||||||
Debt discount | $ 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% | ||||||||||||||
Debt Instrument, Convertible, Floor Price | $ 0.44 | ||||||||||||||
Percentage of installment amount | 105% | ||||||||||||||
Issuance of shares of common stock | 1,364 | ||||||||||||||
Aggregate conversion amount | $ 406 | ||||||||||||||
Interest expense on convertible note | $ 190 | ||||||||||||||
Effective interest rate | 11.90% | ||||||||||||||
Promissory Notes With Directors [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 13.80% | ||||||||||||||
Debt Instrument Maturity date | Jun. 30, 2023 | ||||||||||||||
Interest expense | $ 127 | ||||||||||||||
Director note issed | $ 300 | ||||||||||||||
Director note sold | $ 300 | ||||||||||||||
Secured promissory notes aggregate principal amount | $ 6,900 | ||||||||||||||
Convertible Promissory Notes With C5 [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 13.80% | ||||||||||||||
Debt Instrument Maturity date | Jun. 30, 2023 | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||
Interest expense | $ 46 | ||||||||||||||
Conversion price per share | $ 2 | ||||||||||||||
Debt discount | $ 63 | ||||||||||||||
Debt Instrument, Unamortized Discount | 5,000 | ||||||||||||||
Accretion of debt discount | 8 | ||||||||||||||
Senior secured convertible promissory note principal amount | $ 5,000 | ||||||||||||||
Secured promissory notes aggregate principal amount | $ 400 | $ 850 | $ 595 | $ 2,250 | $ 4,000 | $ 3,000 | $ 2,000 |
Debt - Schedule of Components o
Debt - Schedule of Components of Convertible Notes (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Jan. 31, 2022 |
Debt Disclosure [Abstract] | ||
3i Convertible Promissory Notes | $ 8,471 | |
Less: unamortized original issue discount and issuance costs | (343) | |
Convertible notes | $ 8,128 | $ 0 |
Debt - Schedule of Principal Re
Debt - Schedule of Principal Repayments on Debt (Details) $ in Thousands | Jan. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 20,140 |
2025 | 687 |
Total | $ 20,827 |
Net Income (Loss) Per Share A_3
Net Income (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, shares in Thousands, $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (111,010) | $ (242,647) |
Basic and Diluted Weighted-average shares in computing net loss per share attributable to common stockholders | 104,049 | 79,953 |
Basic and Diluted Weighted-average shares in computing net loss per share attributable to common stockholders | 104,049 | 79,953 |
Net loss attributable to common stockholders - basic and diluted | $ (1.07) | $ (3.03) |
Net loss attributable to common stockholders - basic and diluted | $ (1.07) | $ (3.03) |
Net Income (Loss) Per Share A_4
Net Income (Loss) Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,370 | 20,561 |
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 | 530 | 1,317 |
Unvested RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,361 | 10,638 |
Convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,873 | 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 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 16, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||
Revenue from contract with related parties | $ 948 | $ 1,744 | |
Accounts receivable related parties | 0 | 3,233 | |
Allowance for bad debt | 1,283 | 0 | |
Bad debt expense | 1,283 | $ 0 | |
Promissory notes issued | $ 7,200 | ||
C5 Capital Limited | |||
Related Party Transactions (Details) [Line Items] | |||
Promissory notes issued | 5,000 | ||
Directors | |||
Related Party Transactions (Details) [Line Items] | |||
Promissory notes issued | $ 6,900 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) | 12 Months Ended |
Jan. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee contribution matching percentage | 4% |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) | 12 Months Ended |
Jan. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number Of Operating Segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Summary of revenue by geographical location (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 27,257 | $ 27,544 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 23,099 | 24,726 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 4,158 | $ 2,818 |