Intrusion Inc. Changes Fiscal Year, Faces Delisting Concerns

TL;DR

Intrusion Inc. is changing its fiscal year and might get delisted. Big changes ahead.

AI Summary

Intrusion Inc. filed an 8-K on March 27, 2024, reporting a change in its fiscal year end to December 31st, effective March 21, 2024. The company also disclosed a notice of delisting or failure to satisfy continued listing rules, indicating potential issues with its stock exchange compliance.

Why It Matters

This filing signals potential financial reporting adjustments and raises concerns about the company's ability to maintain its stock exchange listing, which could impact investor confidence and stock liquidity.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules indicates significant compliance issues that could lead to the stock being removed from its exchange.

Key Players & Entities

• INTRUSION INC (company) — Registrant
• March 21, 2024 (date) — Earliest event reported
• March 27, 2024 (date) — Filing date
• December 31 (date) — New fiscal year end
• 101 East Park Blvd , Suite 1200 (address) — Company business address
• Plano, TX 75074 (address) — Company business address

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share INTZ NASDAQ Capit
• $1.00 — gh September 25, 2023, had fallen below $1.00 per share, which is the minimum closing
• $35 million — ities ("MVLS") was below the minimum of $35 million required for continued listing on the N
• $5,000,000 m — se the Company does not comply with the $5,000,000 minimum stockholders' equity initial list

Filing Documents

• intrusion_8k.htm (8-K) — 36KB
• intrusion_ex0301.htm (EX-3.1) — 10KB
• 0001683168-24-001777.txt ( ) — 222KB
• intz-20240321.xsd (EX-101.SCH) — 3KB
• intz-20240321_lab.xml (EX-101.LAB) — 33KB
• intz-20240321_pre.xml (EX-101.PRE) — 22KB
• intrusion_8k_htm.xml (XML) — 4KB

01 Notice of Delisting or Failure to Satisfy a Continued

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on September 26, 2023, Intrusion Inc. (the "Company") received a written notice from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that the closing bid price of the Company's shares of common stock (the "Common Shares") over the 30 consecutive trading days from August 14, 2023, through September 25, 2023, had fallen below $1.00 per share, which is the minimum closing bid price required to maintain listing on Nasdaq under Listing Rule 5550(a)(2) (the "Minimum Bid Requirement"). Such notice additionally stated that in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company would receive 180 calendar days to regain compliance with the Minimum Bid Requirement (the "Grace Period"), or until March 25, 2024, reverse stock split of its issued and outstanding shares of common stock, which is further described below in Item 5.03 and which became effective for trading on the Nasdaq on March 25, 2024, in order to regain compliance with the Minimum Bid Requirement. As also previously reported, on April 28, 2023, the Company received written notice from Nasdaq notifying the Company that, for the then-last 30 consecutive business days, the Company's Market Value of Listed Securities ("MVLS") was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Listing Rule 5550(b)(2) (the "Market Value Standard"). The notice provided that, in accordance with Listing Rule 5810(c)(3)(C), the Company had a period of 180 calendar days from the date of the notice, or until October 25, 2023, to regain compliance pursuant to one of the three standards as set forth under Rule 5550(b)(1), (b)(2), or (b)(3). The Nasdaq provided written notification of the Company's failure to regain compl

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 15, 2024, the Company held a special meeting of stockholders (the "Special Meeting") and approved a Certificate of Amendment to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation"), to effectuate a reverse stock split ("Reverse Stock Split") of the Common Shares, 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 Company's Board of Directors (the "Board"). On March 15, 2024, the Board approved an amendment to the Certificate of Incorporation in respect of the Reverse Stock Split. The Board determined the ratio for the Reverse Stock Split would be twenty (20) for one (1), with one (1) Common Share being issued for each twenty (20) Common Shares, with any fractional Common Shares resulting therefrom being rounded up to the nearest whole Common Share. The Company notified the Nasdaq of the intended Reverse Stock Split on March 17, 2024 and issued a press release announcing the intended Reverse Stock Split on March 18, 2024. The Reverse Stock Split became effective for trading purposes as of the market open on March 25, 2024 (the "Effective Date"), whereupon the Common Shares began trading on a split-adjusted basis. 2 As a result of the Reverse Stock Split, every twenty (20) Common Shares shall be converted into one (1) Common Share. Any and all fractional shares resulting from the Reverse Stock Split which are less than one (1) whole share, shall be rounded up to the next whole share and such holder thereof shall receive one such additional share to the to the next whole share as of the closing of the market on the Effective Date. Any and all fractional shares created by the Reverse Stock Split which are greater than one (1) whole share will be rounded up to the nearest whole share. In connection with the Reverse Stock Split, the Company's CUSIP number shall cha

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View this 8-K filing on SEC EDGAR