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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 21, 2024

 

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware 001-39608 75-1911917
(State or Other Jurisdiction
of Incorporation)		 (Commission File
Number)		 (IRS Employer
Identification No.)

 

101 East Park Blvd, Suite 1200
Plano, Texas		 75074
(Address of Principal Executive Offices) (Zip Code)

 

(888) 637-7770

(Registrant’s Telephone Number, Including Area Code)

 

N/A

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share INTZ NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

 

 

ITEM 8.01. Other Events.

 

On November 21, 2024, the Company’s Board of Directors approved entry into an inducement letter that provides, during the period beginning on November 21, 2024 and continuing through December 19, 2024, for the lowering of the exercise price of the Warrants (as defined below) and, for each share of common stock exercised under the Warrants, providing the participating holder with a new warrant (the “New Warrant”) for that same number of shares of common stock. The reduced exercise price of the Warrants is $0.76 per share, which includes $0.13 per share that is attributable to the purchase price of the New Warrant. The New Warrant has an exercise price of $0.63 per share with an exercise period of five years. The total aggregate number of shares of common stock underlying the Warrants is equal to 3,198,082 shares. The “Warrants” consist of those certain common stock purchase warrants to purchase (i) up to 52,482 shares of our common stock, originally issued on or around September 14, 2022, (ii) up to 261,968 shares of our common stock, originally issued on or around November 8, 2023, (iii) up to 186,496 shares of our common stock, originally issued on or around April 2, 2024, and (iv) up to 2,697,136 shares of our common stock, originally issued on or around April 22, 2024.

 

 

 

 

 

 

 

 

 

 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: November 27, 2024 By: /s/ Kimberly Pinson
    Kimberly Pinson
    Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

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Cover
Nov. 21, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 21, 2024
Entity File Number 001-39608
Entity Registrant Name INTRUSION INC.
Entity Central Index Key 0000736012
Entity Tax Identification Number 75-1911917
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 101 East Park Blvd
Entity Address, Address Line Two Suite 1200
Entity Address, City or Town Plano
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75074
City Area Code (888)
Local Phone Number 637-7770
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol INTZ
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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