INTRUSION INC. Files 8-K with Material Agreements and Shareholder Votes

TL;DR

INTRUSION INC. filed an 8-K detailing material agreements, bylaws changes, and shareholder votes.

AI Summary

On March 15, 2024, INTRUSION INC. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also submitted matters to a vote of security holders and made amendments to its articles of incorporation or bylaws. This filing also includes a Regulation FD disclosure and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by INTRUSION INC., including new agreements and potential changes to its governance, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and changes to corporate governance, which can introduce uncertainty or signal significant strategic shifts.

Key Players & Entities

• INTRUSION INC. (company) — Registrant
• March 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-39608 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share INTZ NASDAQ Capit
• $5,350,000.00 — #1 in the original principal amount of $5,350,000.00 ("Note #1"). Then, on June 29, 2022, th
• $3,007,237.26 — 1") in the original principal amount of $3,007,237.26 from Note #1 and then cause the outstan
• $500,120.07 — outstanding balance shall therefore be $500,120.07. According to the terms of the Agreemen
• $1,100 — of Series A Stock has a stated value of $1,100 (the "Stated Value"). Except to the ex
• $1.00 m — pany to demonstrate compliance with the $1.00 minimum bid price requirement for continu

Filing Documents

• intrusion_8k.htm (8-K) — 68KB
• intrusion_ex1001.htm (EX-10.1) — 45KB
• intrusion_ex1002.htm (EX-10.2) — 13KB
• intrusion_ex9901.htm (EX-99.1) — 12KB
• image_001.gif (GRAPHIC) — 2KB
• 0001683168-24-001517.txt ( ) — 337KB
• intz-20240315.xsd (EX-101.SCH) — 3KB
• intz-20240315_lab.xml (EX-101.LAB) — 33KB
• intz-20240315_pre.xml (EX-101.PRE) — 22KB
• intrusion_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Streeterville Capital, LLC Exchange Agreement On March 15, 2024, Intrusion Inc. (the "Company"), entered into and closed an Exchange Agreement with Streeterville Capital, LLC ("Streeterville"). The Exchange Agreement facilitates the exchange of debt for Series A Preferred Stock of the Company and the retirement of a promissory note between the Company and Streeterville as follows: On March 10, 2022, the Company sold to Streeterville that certain Promissory Note #1 in the original principal amount of $5,350,000.00 ("Note #1"). Then, on June 29, 2022, the Company sold to Streeterville that certain Promissory Note #2 in the original principal amount of $5,350,000.00 ("Note #2"). the original principal amount of $3,007,237.26 from Note #1 and then cause the outstanding balance of Note #1 to be reduced by an amount equal to the Note #1 Exchange Amount, and such outstanding balance shall therefore be $500,120.07. According to the terms of the Agreement, Company and Streeterville have exchanged (the "Exchange") Note #2 and the Partitioned Note for 9,275 shares of Series A Preferred Stock (the "Exchange Shares"). Other than the surrender of Note #2 and the Partitioned Note, no consideration of any kind was given by the Company to Streeterville in connection with the Agreement. The Company and Streeterville have agreed that following the partition of Note #1, that Note #1 and the security interest with respect to Note #1 shall remain in full force and effect, provided that the outstanding balance of Note #1 shall be reduced by an amount equal to the Note #1 Exchange Amount. According to the Agreement, all of the, the Note #1 Transaction Documents remain in full force and effect, enforceable in accordance with all of its original terms and provisions. If there is any conflict between the terms o

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amended and Restated Certificate On March 15, 2024, following approval by stockholders at the Special Meeting (as hereinafter defined), as discussed in Item 5.07 of this Current Report on Form 8-K, the Company filed the Amended and Restated Certificate of Incorporation (the "A&R Certificate") to (i) eliminate the Series 1, Series 2, and Series 3 preferred shares, (ii) create a right of stockholders to take action by written consent; (iii) add a Delaware forum selection provision; and (iv) update, clarify and remove outdated provisions. The description of the A&R Certificate contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Certificate, a copy of which will be filed as an exhibit to the Company's next periodic report. Series A Certificate of Designations Also on March 15, 2024, following approval by stockholders at the Special Meeting and following the filing of the A&R Certificate, filed a Certificate of Designations (the "Series A Certificate") creating Series A preferred stock, $0.01 par value per share (the "Series A Stock"). Pursuant to the terms of the Series A Certificate, 20,000 shares of Series A Stock are authorized and each share of Series A Stock has a stated value of $1,100 (the "Stated Value"). Except to the extent that the holders of at least a majority of the outstanding Series A Stock (the "Required Holders") expressly consent to the creation of Parity Stock (as defined below), all shares of the Company's capital stock shall be junior in rank to all Series A Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (such junior stock is referred to herein collectively as "Junior Stock"). The rights of all such shares of the Company's capital stock shall be qualified by the rights, powers, preferences

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On March 15, 2024, held a special meeting of stockholders (the "Special Meeting") to vote on the following matters: 1. Reverse Stock Split Stockholders approved the amendment of the Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to effectuate a reverse stock split of Intrusion's outstanding shares of common stock, at a ratio of no less than 1-for-2 and no more than 1-for-20, with such ratio to be determined at the sole discretion of the Board, in accordance with the voting results listed below. For Against Abstain Broker Non-Votes 20,683,455 810,865 75,068 N/A 2. Elimination of Series 1, Series 2, and Series 3 Preferred Shares Stockholders approved the amendment of the Certificate of Incorporation to eliminate Series 1, Series 2, and Series 3 preferred shares, in accordance with the voting results listed below. For Against Abstain Broker Non-Votes 11,537,514 61,337 86,958 9,883,579 3. Amendment of Certificate of Incorporation to Create a Right of Stockholders to Take Action by Written Consent Stockholders approved the amendment of the Certificate of Incorporation to create a right of stockholders to take action by written consent, in accordance with the voting results listed below. For Against Abstain Broker Non-Votes 7,096,104 4,547,473 42,232 9,883,579 4. Amendment of Certificate of Incorporation to Add a Delaware Forum Selection Provision Stockholders approved the amendment of the Certificate of Incorporation to add a Delaware forum selection provision, in accordance with the voting results listed below. For Against Abstain Broker Non-Votes 11,264,210 130,617 290,982 9,883,579 5. Amendment of Certificate of Incorporation to Update, Clarify and Remove Outdated Provisions Stockholders approved the amendment of the Certificate of Incorporation to update, clarify and remove

01. Regulation

Item 7.01. Regulation FD Disclosure. On March 18, 2024, the Company issued a press release announcing that following approval from stockholders at the Special Meeting, the Company intends to effectuate a 1-for-20 reverse stock split of its issued and outstanding shares of common stock (the "Reverse Split"). The Company also announced that it has entered into the Exchange Agreement under which the Company and Streeterville partitioned the Partitioned Note. The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

01. Other Events

Item 8.01. Other Events. Following approval from stockholders at the Special Meeting on March 15, 2024, the Company intends to effectuate a 1-for-20 Reverse Split of its issued and outstanding shares of common stock. The Company expects that the Reverse Split will become effective on March 22, 2024, at 4:00 p.m., Eastern Time. As of the open of trading on March 25, 2024, the Company's common stock will continue to trade on the Nasdaq Capital Market ("Nasdaq") under the ticker symbol "INTZ" on a Reverse Split-adjusted basis, with the new CUSIP number 46121E 304. The Reverse Split is intended to increase the price per share of the Company's common stock to allow the Company to demonstrate compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq. Upon the effectiveness of the Reverse Split, every 20 shares of the Company's issued and outstanding shares of common stock will be combined into one issued and outstanding share of common stock. No fractional shares of common stock will be issued as a result of the Reverse Split. Rather, any fractional shares will be rounded up to the next higher whole share. The Reverse Split will have no impact on the total authorized number of shares of common stock and the par value per share of the Company's common stock will remain unchanged at $0.01. The Reverse Split will affect all stockholders uniformly and will not alter any stockholder's percentage of common stock, except to the extent that the Reverse Split would result in some stockholders owning a fractional share as described above. The Company's transfer agent, Computershare Inc., is acting as the exchange agent for the Reverse Split. Registered stockholders holding pre-Reverse Split shares of the Company's common stock electronically in book-entry form are not required to take any action to receive post-Reverse Split shares. Those stockholders who hold their shares in brokerage accounts or in "street name" will have their positions automati

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 10.1 Exchange Agreement dated March 15, 2024, between Streeterville Capital, LLC and the registrant. 10.2 Partitioned Promissory Note, Note #1 dated March 15, 2024, between Streeterville Capital, LLC and the registrant. 99.1 Press release of the registrant dated March 15, 2024. 104.1 Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document. 7 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Intrusion, Inc. Dated: March 18, 2024 By: /s/ Kimberly Pinson Kimberly Pinson Chief Financial Officer 8

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View this 8-K filing on SEC EDGAR