Intrusion Inc. Announces Special Meeting of Stockholders on March 15, 2024
Ticker: INTZ · Form: DEF 14A · Filed: Jan 25, 2024 · CIK: 736012
| Field | Detail |
|---|---|
| Company | Intrusion Inc (INTZ) |
| Form Type | DEF 14A |
| Filed Date | Jan 25, 2024 |
| Risk Level | medium |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $0.01, $1.00 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: Special Meeting, Certificate of Incorporation, Reverse Stock Split, Preferred Shares, Stockholder Rights
TL;DR
<b>Intrusion Inc. is holding a Special Meeting on March 15, 2024, to vote on significant amendments to its Certificate of Incorporation, including a reverse stock split and changes to preferred shares and stockholder rights.</b>
AI Summary
INTRUSION INC (INTZ) filed a Proxy Statement (DEF 14A) with the SEC on January 25, 2024. Intrusion Inc. will hold a Special Meeting of Stockholders on March 15, 2024, at 9:00 a.m. local time in Plano, Texas. The meeting's primary purpose is to vote on amendments to the Restated Certificate of Incorporation. Proposed amendments include a reverse stock split with a ratio between 1-for-2 and 1-for-20. Other proposals involve eliminating preferred shares, enabling action by written consent, adding a Delaware forum selection provision, and updating outdated provisions. The record date for determining eligible stockholders is January 16, 2024.
Why It Matters
For investors and stakeholders tracking INTRUSION INC, this filing contains several important signals. The proposed reverse stock split could significantly alter the number of outstanding shares and potentially the stock price, impacting market perception and trading liquidity. Eliminating preferred shares and enabling action by written consent could streamline corporate governance and shareholder engagement, but also concentrates power or alters existing rights.
Risk Assessment
Risk Level: medium — INTRUSION INC shows moderate risk based on this filing. The company is proposing a reverse stock split and significant corporate charter amendments, which can be complex and may face shareholder opposition or regulatory scrutiny.
Analyst Insight
Stockholders should carefully review the proposed amendments to the Certificate of Incorporation, particularly the reverse stock split ratio and changes to preferred shares, before the March 15, 2024 meeting.
Key Numbers
- March 15, 2024 — Special Meeting Date (Date of the Special Meeting of Stockholders)
- January 16, 2024 — Record Date (Date to determine stockholders eligible to vote)
- 1-for-2 to 1-for-20 — Reverse Stock Split Ratio (Range for the proposed reverse stock split)
Key Players & Entities
- INTRUSION INC (company) — Registrant name
- March 15, 2024 (date) — Date of Special Meeting
- January 16, 2024 (date) — Record date for stockholders
- 1-for-2 (dollar_amount) — Minimum ratio for reverse stock split
- 1-for-20 (dollar_amount) — Maximum ratio for reverse stock split
- Series 1, Series 2, and Series 3 (other) — Preferred shares to be eliminated
- Delaware (other) — State for forum selection provision
- 101 EAST PARK BLVD, SUITE 1200 (other) — Company business address
Forward-Looking Statements
- Intrusion Inc. will successfully pass the reverse stock split proposal. (Intrusion Inc.) — high confidence, target: 2024-03-15
FAQ
When did INTRUSION INC file this DEF 14A?
INTRUSION INC filed this Proxy Statement (DEF 14A) with the SEC on January 25, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by INTRUSION INC (INTZ).
Where can I read the original DEF 14A filing from INTRUSION INC?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by INTRUSION INC.
What are the key takeaways from INTRUSION INC's DEF 14A?
INTRUSION INC filed this DEF 14A on January 25, 2024. Key takeaways: Intrusion Inc. will hold a Special Meeting of Stockholders on March 15, 2024, at 9:00 a.m. local time in Plano, Texas.. The meeting's primary purpose is to vote on amendments to the Restated Certificate of Incorporation.. Proposed amendments include a reverse stock split with a ratio between 1-for-2 and 1-for-20..
Is INTRUSION INC a risky investment based on this filing?
Based on this DEF 14A, INTRUSION INC presents a moderate-risk profile. The company is proposing a reverse stock split and significant corporate charter amendments, which can be complex and may face shareholder opposition or regulatory scrutiny.
What should investors do after reading INTRUSION INC's DEF 14A?
Stockholders should carefully review the proposed amendments to the Certificate of Incorporation, particularly the reverse stock split ratio and changes to preferred shares, before the March 15, 2024 meeting. The overall sentiment from this filing is neutral.
Risk Factors
- Reverse Stock Split [medium — financial]: The proposed reverse stock split may reduce the number of outstanding shares and could affect the stock's market price and liquidity.
- Certificate of Incorporation Amendments [medium — regulatory]: Approval of multiple amendments to the Certificate of Incorporation requires careful consideration of corporate governance and legal implications.
Key Dates
- 2024-03-15: Special Meeting of Stockholders — To vote on proposed amendments to the Certificate of Incorporation, including a reverse stock split.
- 2024-01-16: Record Date — Determines which stockholders are entitled to vote at the Special Meeting.
Filing Stats: 4,742 words · 19 min read · ~16 pages · Grade level 15.5 · Accepted 2024-01-25 16:50:20
Key Financial Figures
- $0.01 — had 36,268,942 shares of common stock, $0.01 par value, and no shares of Series 1, S
- $1.00 — gh September 25, 2023, had fallen below $1.00 per share, which is the minimum closing
Filing Documents
- instrusion_def14a.htm (DEF 14A) — 243KB
- proxycard_001.jpg (GRAPHIC) — 48KB
- proxycard_002.jpg (GRAPHIC) — 105KB
- proxycard_003.jpg (GRAPHIC) — 15KB
- proxycard_004.jpg (GRAPHIC) — 115KB
- 0001683168-24-000450.txt ( ) — 637KB
From the Filing
DEF 14A 1 instrusion_def14a.htm DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to § 240.14a-12 Intrusion Inc. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. INTRUSION INC. 101 EAST PARK BLVD., SUITE 1200 PLANO, TEXAS 75074 (972) 234-6400 _____________________ NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held March 15, 2024 _____________________ To the Stockholders of Intrusion Inc.: NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Intrusion Inc. (“Intrusion”) will be held on Friday, March 15, 2024, at 9:00 a.m., local time, at 101 East Park Blvd, Plano, Texas 75074. The Special Meeting will be held for the following purposes: (1) To approve the amendment of Intrusion’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; (2) To approve the amendment of Intrusion’s Certificate of Incorporation to eliminate Series 1, Series 2, and Series 3 preferred shares; (3) To approve the amendment of Intrusion’s Certificate of Incorporation to create a right of stockholders to take action by written consent; (4) To approve the amendment of Intrusion’s Certificate of Incorporation to add a Delaware forum selection provision; (5) To approve the amendment of Intrusion’s Certificate of Incorporation to update, clarify and remove outdated provisions; and (6) To transact such other business as may properly come before the Special Meeting or any adjournments thereof. The foregoing items of business are more fully described in the proxy statement accompanying this notice. The record date for determining those stockholders who will be entitled to notice of, and to vote at, the Special Meeting and at any adjournment thereof is January 16, 2024. A list of stockholders entitled to vote at the Special Meeting will be available for inspection at the offices of the Company during the 10 days prior to the Special Meeting. All stockholders are cordially invited to attend the Special Meeting in person. Stockholders are urged, whether or not they plan to attend the Meeting, to complete, date and sign the enclosed proxy and return it promptly in the enclosed postage prepaid envelope. Your proxy may be revoked at any time prior to the Special Meeting. By Order of the Board of Directors /s/ Anthony J. LeVecchio Anthony J. LeVecchio Chairman of the Board Plano, Texas January 25, 2024 Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on March 15, 2024: This notice and the accompanying proxy statement are available at www.intrusion.com. INTRUSION INC. 101 EAST PARK BLVD., SUITE 1200 PLANO, TEXAS 75074 PROXY STATEMENT for SPECIAL MEETING OF STOCKHOLDERS to be Held March 15, 2024 The enclosed proxy is being solicited on behalf of the Board of Directors (the “Board”) of Intrusion Inc. (“Intrusion” or the “Company”) for use at the Special Meeting of Stockholders (the “Special Meeting”) to be held at 101 East Park Blvd., Plano, Texas 75074, at 9:00 a.m., local time, on Friday, March 15, 2024, or at such other time and place to which the Special Meeting may be adjourned. Proxies, together with copies of this proxy statement (the “Proxy Statement”), are being mailed on or about January 25, 2024, to stockholders of record entitled to vote at the Special Meeting. Execution and return of the enclosed proxy will not affect a stockholder’s right to attend the Special Meeting and to vote in person. Any stockholder executing a proxy retains the right to revoke such proxy at any time prior to exercise at the Special Meeting. A proxy may be revoked by delivery of written notice of revocation to Intrusion’s Secretary, by execution and delivery of a later proxy or by voting the shares in person at the Special Meeting. If you attend the Special Meeting and vote in person by ballot, your proxy will be revoked automatically and only your vote