INTRUSION INC. Files 8-K on Equity Sales

TL;DR

INTRUSION INC. sold unregistered equity, filing an 8-K on Dec 30, 2024.

AI Summary

On December 30, 2024, INTRUSION INC. filed an 8-K report detailing unregistered sales of equity securities. The filing also included Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Plano, Texas.

Why It Matters

This filing indicates potential new equity issuance by INTRUSION INC., which could impact existing shareholders through dilution or signal new investment.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes indicate financial distress or a need for capital, and may involve less stringent disclosure requirements.

Key Players & Entities

• INTRUSION INC. (company) — Registrant
• December 30, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Plano, Texas (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share INTZ NASDAQ Capit
• $1,353,000 — ment. The fair value of the Exchange is $1,353,000 and represents fair value to the Compan
• $2,200,000 — ment. The fair value of the Exchange is $2,200,000 and represents fair value to the Compan
• $2,255,000 — ment. The fair value of the Exchange is $2,255,000 and represents fair value to the Compan
• $1,925,000 — ment. The fair value of the Exchange is $1,925,000 and represents fair value to the Compan
• $2,020,700 — ment. The fair value of the Exchange is $2,020,700 and represents fair value to the Compan
• $50.0 million — s the Company to potentially sell up to $50.0 million of the Company's common stock using a s
• $15 million — may sell to aggregate proceeds of up to $15 million. For the twelve months ended December 3
• $9.8 million — pany received proceeds of approximately $9.8 million net of fees from the sale of common sto
• $22.0 million — has received proceeds of approximately $22.0 million net of fees from the sales of 7.5 milli

Filing Documents

• intrusion_8k.htm (8-K) — 33KB
• intrusion_ex9901.htm (EX-99.1) — 29KB
• intrusion_ex9902.htm (EX-99.2) — 32KB
• intrusion_ex9903.htm (EX-99.3) — 32KB
• intrusion_ex9904.htm (EX-99.4) — 31KB
• intrusion_ex9905.htm (EX-99.5) — 29KB
• 0001683168-25-000044.txt ( ) — 393KB
• intz-20241230.xsd (EX-101.SCH) — 3KB
• intz-20241230_lab.xml (EX-101.LAB) — 33KB
• intz-20241230_pre.xml (EX-101.PRE) — 22KB
• intrusion_8k_htm.xml (XML) — 4KB

02

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. Pursuant to a privately-negotiated agreement dated December 30, 2024, by and between Streeterville Capital, LLC, a Utah limited liability company, and the Company, the Company agreed to exchange 1,230 shares of Series A Preferred (the "Preferred Shares") for 626,388 shares of Company's common stock, par value $0.01 per share (the "Exchange Shares"), according to the terms and conditions of an Exchange Agreement. The fair value of the Exchange is $1,353,000 and represents fair value to the Company for the Exchange Shares. The issuance of the Exchange Shares is pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended. Pursuant to a privately-negotiated agreement dated December 30, 2024, by and between Streeterville Capital, LLC, a Utah limited liability company, and the Company, the Company agreed to exchange 2000 shares of Preferred Shares for 614,525 Exchange Shares, according to the terms and conditions of an Exchange Agreement. The fair value of the Exchange is $2,200,000 and represents fair value to the Company for the Exchange Shares. The issuance of the Exchange Shares is pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended. Pursuant to a privately-negotiated agreement dated December 31, 2024, by and between Streeterville Capital, LLC, a Utah limited liability company, and the Company, the Company agreed to exchange 2,050 shares of Preferred Shares for 629,888 Exchange Shares, according to the terms and conditions of an Exchange Agreement. The fair value of the Exchange is $2,255,000 and represents fair value to the Company for the Exchange Shares. The issuance of the Exchange Shares is pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended. Pursuant to a privately-negotiated agre

01

ITEM 7.01 REGULATION FD. B. Riley Securities, Inc. acts as sales agent for the Company's ATM program, which allows the Company to potentially sell up to $50.0 million of the Company's common stock using a shelf registration statement on Form S-3 filed on August 5, 2021. On March 31, 2023, the date the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the Company became subject to the offering limits in General Instruction I.B.6 of Form S-3. As a result, the Company filed a prospectus supplement to the prospectus relating to the registration of offerings under the program that reduced the amount the Company may sell to aggregate proceeds of up to $15 million. For the twelve months ended December 31, 2024, the Company received proceeds of approximately $9.8 million net of fees from the sale of common stock pursuant to the program. As of December 31, 2024, the Company has received proceeds of approximately $22.0 million net of fees from the sales of 7.5 million shares of common stock since the inception of the program.

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Exchange Agreement, dated December 30, 2024 99.2 Exchange Agreement, dated December 30, 2024 99.3 Exchange Agreement, dated December 31, 2024 99.4 Exchange Agreement, dated January 2, 2025 99.5 Exchange Agreement, dated January 3, 2025 104 Cover Page Interactive Data File (embedded within 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 behalf by the undersigned, hereunto duly authorized. Intrusion, Inc. Dated: January 3, 2025 By: /s/ Kimberly Pinson Kimberly Pinson Chief Financial Officer 3

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View this 8-K filing on SEC EDGAR