INTRUSION INC. Files 8-K: Material Agreement and Other Events

TL;DR

INTRUSION INC. signed a material definitive agreement on 4/22/24, filing an 8-K with the SEC.

AI Summary

On April 22, 2024, INTRUSION INC. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits. The filing details are for INTRUSION INC., incorporated in Delaware with its principal executive offices in Plano, Texas.

Why It Matters

This 8-K filing indicates a significant new agreement for INTRUSION INC., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-39608 — SEC File Number (Identifies the company's filing history with the SEC.)
• 75-1911917 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• INTRUSION INC. (company) — Registrant
• April 22, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Plano, Texas (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share INTZ NASDAQ Capit
• $1.95 — of Common Stock, at a purchase price of $1.95 per share (or common stock equivalent)
• $2.6 m — roceeds to the Company of approximately $2.6 million, before deducting fees and other
• $1.70 — issuance, and have an exercise price of $1.70 per share. None of the shares of Commo
• $2.5 million — s it has stockholders' equity above the $2.5 million requirement and is awaiting a complianc

Filing Documents

• intrusion_8k.htm (8-K) — 31KB
• intrusion_ex9901.htm (EX-99.1) — 342KB
• intrusion_ex9902.htm (EX-99.2) — 7KB
• image_001.jpg (GRAPHIC) — 5KB
• image_001.gif (GRAPHIC) — 2KB
• 0001683168-24-002590.txt ( ) — 635KB
• intz-20240422.xsd (EX-101.SCH) — 3KB
• intz-20240422_lab.xml (EX-101.LAB) — 33KB
• intz-20240422_pre.xml (EX-101.PRE) — 22KB
• intrusion_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On April 22, 2024, Intrusion Inc., a Delaware corporation (the "Company"), entered into private placement subscription agreements ("Subscription Agreements") with the purchasers named therein (the "Purchasers") (the "Offering") pursuant to which the Company agreed to sell an aggregate of 1,348,569 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), together with accompanying common stock purchase warrants (the "Common Stock Purchase Warrants") to purchase 2,697,138 shares of Common Stock, at a purchase price of $1.95 per share (or common stock equivalent) and two accompanying Common Stock Purchase Warrants, for gross proceeds to the Company of approximately $2.6 million, before deducting fees and other estimated offering expenses payable by the Company. The Common Stock Purchase Warrants will be exercisable at any time following the date of issuance, expire five years following the date of issuance, and have an exercise price of $1.70 per share. None of the shares of Common Stock and shares underlying the Common Stock Purchase Warrants have been registered under the Securities Act of 1933, as amended and do not carry registration rights. The foregoing descriptions of the Subscription Agreements and the Common Stock Purchase Warrants are not complete and are qualified in their entirety by references to the full text of the Term Sheet and the forms of Subscription Agreement and Common Stock Purchase Warrants attached thereto, which are attached as exhibits to this report and are incorporated by reference herein.

01. Other Events

Item 8.01. Other Events. Offering Press Releases On April 22, 2024, the Company issued a press release announcing the Offering. A copy of the press release is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. Nasdaq Stockholders' Equity Requirement As previously disclosed, on February 8, 2024, the Company received written notice that the Nasdaq Hearings Panel had granted the Company's request for extension in which to regain compliance with Listing Rule 5550(b)(1) (the"Equity Standard") until April 23, 2024. As a result of the Offering, as of the date of this Current Report on Form 8-K, along with proceeds received from the warrant exercise inducement letters issued by the Company and certain exchanges with Streeterville Capital, LLC, these transactions having been previously disclosed on March 15, 2024 and April 1, 2024, respectively, the Company believes it has stockholders' equity above the $2.5 million requirement and is awaiting a compliance determination from Nasdaq. In addition, on April 22, 2024, the Company provided an update to the Panel on how it plans to maintain long-term compliance with the Equity Rule. This plan is under Nasdaq review. Until Nasdaq has reached a final determination that the Company has regained compliance with all of the applicable continued listing requirements, there can be no assurances regarding the continued listing of the Company's common stock on the Nasdaq Capital Market and the Company could be subject to delisting. Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Term Sheet, dated April 22, 2024 99.2 Press Release issued by Intrusion Inc. on April 22, 2024 104.1 Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its be

View Full Filing

View this 8-K filing on SEC EDGAR