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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): December
30, 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 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
agreement dated January 2, 2024, by and between Streeterville Capital, LLC, a Utah limited liability company, and the Company, the Company
agreed to exchange 1,750 shares of Preferred Shares for 626,016 Exchange Shares, according to the terms and conditions of an Exchange
Agreement. The fair value of the Exchange is $1,925,000 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 January 3, 2024, by and between Streeterville Capital, LLC, a Utah limited liability company, and the Company, the Company
agreed to exchange 1,837 shares of Preferred Shares for 667,117 Exchange Shares, according to the terms and conditions of an Exchange
Agreement. The fair value of the Exchange is $2,020,700 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.
Total common shares outstanding
following the exchange of Series A Preferreed as detailed above and the sale of shares pursuant to the ATM program as of the January 3,
2025 is 16,885,394.
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.
| ITEM 9.01 |
|
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). |
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 |
Exhibit 99.1
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED
TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this
“Agreement”) is entered into as of December 30, 2024 (the “Effective Date”) by and between Streeterville
Capital, LLC, a Utah limited liability company (“Investor”), and Intrusion, Inc., a Delaware corporation (“Company”).
A. Company previously issued
to Investor 9,275 shares of its Series A Preferred Stock (the “Series A Preferred”).
B. Company and Investor desire
to exchange (such exchange is referred to as the “Exchange”) 1230 shares of Series A Preferred (the “Preferred
Shares”) for 626,388 shares of Company’s common stock (the “Exchange Shares”), according to the terms
and conditions of this Agreement.
C. The Exchange will consist
of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D. Other than the surrender
of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company in connection with this Agreement.
E. Investor and Company now
desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Recitals and Definitions.
Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual
in nature, and are hereby incorporated into and made a part of this Agreement.
2. Issuance of Shares.
Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be delivered to Investor on the Effective Date and the
Exchange will occur with Investor surrendering the Preferred Shares to Company. Upon the issuance of the Exchange Shares, the Preferred
Shares will be cancelled and all obligations of Company under the Preferred Shares shall be deemed fulfilled. All Exchange Shares delivered
hereunder shall be delivered via DWAC to Investor’s designated brokerage account.
3. Closing. The closing
of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email of .pdf documents, but shall be
deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.
4. Holding Period, Tacking
and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the
Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange Shares will include (i)
Investor’s holding period of the Preferred Shares, (ii) a prior Promissory Note #1 from March 10, 2022, and (ii) and a prior Promissory
Note #2 from June 29, 2022. Company agrees not to take a position contrary to this Section 4 in any document, statement, setting, or situation.
The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Preferred Shares. The Exchange
Shares shall not constitute a novation or satisfaction and accord of the Preferred Shares. Company acknowledges and understands that the
representations and agreements of Company in this Section 4 are a material inducement to Investor’s decision to consummate the transactions
contemplated herein.
5. Company’s Representations,
Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company, for itself, and for its affiliates,
successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company has full power and authority to enter
into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by
all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required
as a condition to the validity of this Agreement or the performance of any of the obligations of Company hereunder, (c) the issuance of
the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares are validly issued, fully paid and non-assessable,
free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any
kind, nature and description, (d) Company has not received any consideration in any form whatsoever for entering into this Agreement,
other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give rise to any claim by any person
for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement.
6. Investor’s Representations,
Warranties and Agreements. In order to induce Company to enter into this Agreement, Investor, for itself, and for its affiliates,
successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor has full power and authority to
enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized
by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required
as a condition to the validity of this Agreement or the performance of any of the obligations of Investor hereunder, (c) Investor has
taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or
other similar payment by Company related to this Agreement, and (d) Investor is not currently an affiliate of the Company and has not
been an affiliate of the Company for the prior three months, and (e) Investor, together with its affiliates, does not, and will not following
the receipt of the Exchange Shares, beneficially own more than 9.99% of the number of shares of Company’s common stock, par value
$0.0001 (the “Common Stock”) outstanding on the Effective Date. For purposes of Section 7(e), beneficial ownership
of Common Stock will be determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.
7. Governing Law; Venue.
This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of
the laws of any jurisdictions other than the State of Utah. The provisions set forth in that certain Note #1 Purchase Agreement dated
March 10, 2022 between Company and Investor (the “Purchase Agreement”) will be used to determine the proper venue for
any disputes and are incorporated herein by this reference. The parties agree that the Arbitration Provisions (as defined in the Purchase
Agreement) shall apply to any dispute that may arise between Company and Investor under this Agreement. COMPANY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
8. Counterparts. This
Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
9. Attorneys’ Fees.
In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that
the prevailing party will be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such
prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual
claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s
power to award fees and expenses for frivolous or bad faith pleading.
10. No Reliance. Company
acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders, representatives or
agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, or employees
except as expressly set forth in this Agreement, in making its decision to enter into the transactions contemplated by this Agreement,
Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers,
equity holders, agents or representatives other than as set forth in this Agreement.
11. Severability. If
any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties
to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
12. Entire Agreement.
This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates and persons acting on its
behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such matters.
13. Amendments. This
Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may be waived
except in writing signed by the party against whom such waiver is sought to be enforced.
14. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement
or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder may be assigned by Investor
to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement or any of its obligations
herein without the prior written consent of Investor.
15. Conflict Between Documents.
This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Investor and Company. If there
is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement between the parties, on the
other hand, the terms of this Agreement shall prevail.
16. Time of Essence.
Time is of the essence with respect to each and every provision of this Agreement.
17. Further Assurances.
Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first set forth above.
| |
COMPANY: |
| |
|
| |
INTRUSION, INC. |
| |
|
| |
|
| |
By: /s/ Anthony Scott |
| |
Anthony Scott, CEO |
| |
|
| |
|
| |
|
| |
INVESTOR: |
| |
|
| |
STREETERVILLE CAPITAL, LLC |
| |
|
| |
|
| |
By: /s/ John M. Fife |
| |
John M. Fife, President |
Exhibit 99.2
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED
TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this
“Agreement”) is entered into as of December 30, 2024 (the “Effective Date”) by and between Streeterville
Capital, LLC, a Utah limited liability company (“Investor”), and Intrusion, Inc., a Delaware corporation (“Company”).
A.
Company previously issued to Investor 9,275 shares of its Series A Preferred Stock (the “Series A Preferred”).
B.
Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) 2,000 shares of Series
A Preferred (the “Preferred Shares”) for 614,525 shares of Company’s common stock (the “Exchange Shares”),
according to the terms and conditions of this Agreement.
C.
The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D.
Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company
in connection with this Agreement.
E.
Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement
are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2.
Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be delivered to Investor
on the Effective Date and the Exchange will occur with Investor surrendering the Preferred Shares to Company. Upon the issuance of the
Exchange Shares, the Preferred Shares will be cancelled and all obligations of Company under the Preferred Shares shall be deemed fulfilled.
All Exchange Shares delivered hereunder shall be delivered via DWAC to Investor’s designated brokerage account.
3.
Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email
of .pdf documents, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.
4.
Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule
144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange
Shares will include (i) Investor’s holding period of the Preferred Shares, (ii) a prior Promissory Note #1 from March 10, 2022,
and (ii) and a prior Promissory Note #2 from June 29, 2022. Company agrees not to take a position contrary to this Section 4 in any document,
statement, setting, or situation. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of
the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Preferred Shares. Company
acknowledges and understands that the representations and agreements of Company in this Section 4 are a material inducement to Investor’s
decision to consummate the transactions contemplated herein.
5.
Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Company hereunder, (c) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares
are validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations,
security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration in any form whatsoever
for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give
rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company
related to this Agreement.
6.
Investor’s Representations, Warranties and Agreements. In order to induce Company to enter into this Agreement, Investor,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Investor hereunder, (c) Investor has taken no action which would give rise to any claim by any person for a brokerage commission, placement
agent or finder’s fee or other similar payment by Company related to this Agreement, and (d) Investor is not currently an affiliate
of the Company and has not been an affiliate of the Company for the prior three months, and (e) Investor, together with its affiliates,
does not, and will not following the receipt of the Exchange Shares, beneficially own more than 9.99% of the number of shares of Company’s
common stock, par value $0.0001 (the “Common Stock”) outstanding on the Effective Date. For purposes of Section 7(e),
beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended.
7.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in that certain
Note #1 Purchase Agreement dated March 10, 2022 between Copmany and Investor (the “Purchae Agreement”) will be used
to determine the proper venue for any disputes and are incorporated herein by this reference. The parties agree that the Arbitration Provisions
(as defined in the Purchase Agreement) shall apply to any dispute that may arise between Company and Investor under this Agreement. COMPANY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
8.
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
9.
Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of
this Agreement, the parties agree that the prevailing party will be entitled to an additional award of the full amount of the attorneys’
fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction
or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict
or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
10.
No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers,
equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives,
officers, directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions
contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers,
directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
11.
Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve
the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
12.
Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates
and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set
forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such
matters.
13.
Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision
of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
14.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by
Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not
assign this Agreement or any of its obligations herein without the prior written consent of Investor.
15.
Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered
by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement
between the parties, on the other hand, the terms of this Agreement shall prevail.
16.
Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
17.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first set forth above.
| |
COMPANY: |
| |
|
| |
INTRUSION, INC. |
| |
|
| |
|
| |
By: /s/ Anthony Scott |
| |
Anthony Scott, CEO |
| |
|
| |
|
| |
|
| |
INVESTOR: |
| |
|
| |
STREETERVILLE CAPITAL, LLC |
| |
|
| |
|
| |
By: /s/ John M. Fife |
| |
John M. Fife, President |
Exhibit 99.3
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED
TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this
“Agreement”) is entered into as of December 31, 2024 (the “Effective Date”) by and between Streeterville
Capital, LLC, a Utah limited liability company (“Investor”), and Intrusion, Inc., a Delaware corporation (“Company”).
A.
Company previously issued to Investor 9,275 shares of its Series A Preferred Stock (the “Series A Preferred”).
B.
Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) 2,050 shares of Series
A Preferred (the “Preferred Shares”) for 629,888 shares of Company’s common stock (the “Exchange Shares”),
according to the terms and conditions of this Agreement.
C.
The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D.
Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company
in connection with this Agreement.
E.
Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement
are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2.
Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be delivered to Investor
on the Effective Date and the Exchange will occur with Investor surrendering the Preferred Shares to Company. Upon the issuance of the
Exchange Shares, the Preferred Shares will be cancelled and all obligations of Company under the Preferred Shares shall be deemed fulfilled.
All Exchange Shares delivered hereunder shall be delivered via DWAC to Investor’s designated brokerage account.
3.
Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email
of .pdf documents, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.
4.
Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule
144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange
Shares will include (i) Investor’s holding period of the Preferred Shares, (ii) a prior Promissory Note #1 from March 10, 2022,
and (ii) and a prior Promissory Note #2 from June 29, 2022. Company agrees not to take a position contrary to this Section 4 in any document,
statement, setting, or situation. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of
the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Preferred Shares. Company
acknowledges and understands that the representations and agreements of Company in this Section 4 are a material inducement to Investor’s
decision to consummate the transactions contemplated herein.
5.
Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Company hereunder, (c) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares
are validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations,
security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration in any form whatsoever
for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give
rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company
related to this Agreement.
6.
Investor’s Representations, Warranties and Agreements. In order to induce Company to enter into this Agreement, Investor,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Investor hereunder, (c) Investor has taken no action which would give rise to any claim by any person for a brokerage commission, placement
agent or finder’s fee or other similar payment by Company related to this Agreement, and (d) Investor is not currently an affiliate
of the Company and has not been an affiliate of the Company for the prior three months, and (e) Investor, together with its affiliates,
does not, and will not following the receipt of the Exchange Shares, beneficially own more than 9.99% of the number of shares of Company’s
common stock, par value $0.0001 (the “Common Stock”) outstanding on the Effective Date. For purposes of Section 7(e),
beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended.
7.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in that certain
Note #1 Purchase Agreement dated March 10, 2022 between Copmany and Investor (the “Purchae Agreement”) will be used
to determine the proper venue for any disputes and are incorporated herein by this reference. The parties agree that the Arbitration Provisions
(as defined in the Purchase Agreement) shall apply to any dispute that may arise between Company and Investor under this Agreement. COMPANY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
8.
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
9.
Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of
this Agreement, the parties agree that the prevailing party will be entitled to an additional award of the full amount of the attorneys’
fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction
or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict
or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
10.
No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers,
equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives,
officers, directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions
contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers,
directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
11.
Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve
the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
12.
Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates
and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set
forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such
matters.
13.
Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision
of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
14.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by
Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not
assign this Agreement or any of its obligations herein without the prior written consent of Investor.
15.
Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered
by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement
between the parties, on the other hand, the terms of this Agreement shall prevail.
16.
Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
17.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first set forth above.
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COMPANY: |
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INTRUSION, INC. |
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By: /s/ Anthony Scott |
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Anthony Scott, CEO |
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INVESTOR: |
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STREETERVILLE CAPITAL, LLC |
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By: /s/ John M. Fife |
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John M. Fife, President |
Exhibit 99.4
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED
TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this
“Agreement”) is entered into as of January 2, 2025 (the “Effective Date”) by and between Streeterville
Capital, LLC, a Utah limited liability company (“Investor”), and Intrusion, Inc., a Delaware corporation (“Company”).
A.
Company previously issued to Investor 9,275 shares of its Series A Preferred Stock (the “Series A Preferred”).
B.
Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) 1,350 shares of Series
A Preferred (the “Preferred Shares”) for 632,722 shares of Company’s common stock (the “Exchange Shares”),
according to the terms and conditions of this Agreement.
C.
The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D.
Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company
in connection with this Agreement.
E.
Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement
are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2.
Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be delivered to Investor
on the Effective Date and the Exchange will occur with Investor surrendering the Preferred Shares to Company. Upon the issuance of the
Exchange Shares, the Preferred Shares will be cancelled and all obligations of Company under the Preferred Shares shall be deemed fulfilled.
All Exchange Shares delivered hereunder shall be delivered via DWAC to Investor’s designated brokerage account.
3.
Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email
of .pdf documents, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.
4.
Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule
144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange
Shares will include (i) Investor’s holding period of the Preferred Shares, (ii) a prior Promissory Note #1 from March 10, 2022,
and (ii) and a prior Promissory Note #2 from June 29, 2022. Company agrees not to take a position contrary to this Section 4 in any document,
statement, setting, or situation. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of
the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Preferred Shares. Company
acknowledges and understands that the representations and agreements of Company in this Section 4 are a material inducement to Investor’s
decision to consummate the transactions contemplated herein.
5.
Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Company hereunder, (c) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares
are validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations,
security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration in any form whatsoever
for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give
rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company
related to this Agreement.
6.
Investor’s Representations, Warranties and Agreements. In order to induce Company to enter into this Agreement, Investor,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Investor hereunder, (c) Investor has taken no action which would give rise to any claim by any person for a brokerage commission, placement
agent or finder’s fee or other similar payment by Company related to this Agreement, and (d) Investor is not currently an affiliate
of the Company and has not been an affiliate of the Company for the prior three months, and (e) Investor, together with its affiliates,
does not, and will not following the receipt of the Exchange Shares, beneficially own more than 9.99% of the number of shares of Company’s
common stock, par value $0.0001 (the “Common Stock”) outstanding on the Effective Date. For purposes of Section 7(e),
beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended.
7.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in that certain
Note #1 Purchase Agreement dated March 10, 2022 between Copmany and Investor (the “Purchae Agreement”) will be used
to determine the proper venue for any disputes and are incorporated herein by this reference. The parties agree that the Arbitration Provisions
(as defined in the Purchase Agreement) shall apply to any dispute that may arise between Company and Investor under this Agreement. COMPANY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
8.
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
9.
Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of
this Agreement, the parties agree that the prevailing party will be entitled to an additional award of the full amount of the attorneys’
fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction
or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict
or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
10.
No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers,
equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives,
officers, directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions
contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers,
directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
11.
Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve
the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
12.
Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates
and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set
forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such
matters.
13.
Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision
of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
14.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by
Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not
assign this Agreement or any of its obligations herein without the prior written consent of Investor.
15.
Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered
by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement
between the parties, on the other hand, the terms of this Agreement shall prevail.
16.
Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
17.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first set forth above.
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COMPANY: |
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INTRUSION, INC. |
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By: /s/ Anthony Scott |
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Anthony Scott, CEO |
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INVESTOR: |
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STREETERVILLE CAPITAL, LLC |
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By: /s/ John M. Fife |
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John M. Fife, President |
Exhibit 99.5
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED
TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this
“Agreement”) is entered into as of January 3, 2025 (the “Effective Date”) by and between Streeterville
Capital, LLC, a Utah limited liability company (“Investor”), and Intrusion, Inc., a Delaware corporation (“Company”).
A.
Company previously issued to Investor 9,275 shares of its Series A Preferred Stock (the “Series A Preferred”).
B.
Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) 1,837 shares of Series
A Preferred (the “Preferred Shares”) for 667,117 shares of Company’s common stock (the “Exchange Shares”),
according to the terms and conditions of this Agreement.
C.
The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D.
Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company
in connection with this Agreement.
E.
Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement
are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2.
Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be delivered to Investor
on the Effective Date and the Exchange will occur with Investor surrendering the Preferred Shares to Company. Upon the issuance of the
Exchange Shares, the Preferred Shares will be cancelled and all obligations of Company under the Preferred Shares shall be deemed fulfilled.
All Exchange Shares delivered hereunder shall be delivered via DWAC to Investor’s designated brokerage account.
3.
Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email
of .pdf documents, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.
4.
Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule
144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange
Shares will include (i) Investor’s holding period of the Preferred Shares, (ii) a prior Promissory Note #1 from March 10, 2022,
and (ii) and a prior Promissory Note #2 from June 29, 2022. Company agrees not to take a position contrary to this Section 4 in any document,
statement, setting, or situation. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of
the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Preferred Shares. Company
acknowledges and understands that the representations and agreements of Company in this Section 4 are a material inducement to Investor’s
decision to consummate the transactions contemplated herein.
5.
Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Company hereunder, (c) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares
are validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations,
security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration in any form whatsoever
for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give
rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company
related to this Agreement.
6.
Investor’s Representations, Warranties and Agreements. In order to induce Company to enter into this Agreement, Investor,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Investor hereunder, (c) Investor has taken no action which would give rise to any claim by any person for a brokerage commission, placement
agent or finder’s fee or other similar payment by Company related to this Agreement, and (d) Investor is not currently an affiliate
of the Company and has not been an affiliate of the Company for the prior three months, and (e) Investor, together with its affiliates,
does not, and will not following the receipt of the Exchange Shares, beneficially own more than 9.99% of the number of shares of Company’s
common stock, par value $0.0001 (the “Common Stock”) outstanding on the Effective Date. For purposes of Section 7(e),
beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended.
7.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in that certain
Note #1 Purchase Agreement dated March 10, 2022 between Copmany and Investor (the “Purchae Agreement”) will be used
to determine the proper venue for any disputes and are incorporated herein by this reference. The parties agree that the Arbitration Provisions
(as defined in the Purchase Agreement) shall apply to any dispute that may arise between Company and Investor under this Agreement. COMPANY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
8.
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
9.
Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of
this Agreement, the parties agree that the prevailing party will be entitled to an additional award of the full amount of the attorneys’
fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction
or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict
or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
10.
No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers,
equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives,
officers, directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions
contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers,
directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
11.
Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve
the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
12.
Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates
and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set
forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such
matters.
13.
Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision
of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
14.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by
Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not
assign this Agreement or any of its obligations herein without the prior written consent of Investor.
15.
Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered
by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement
between the parties, on the other hand, the terms of this Agreement shall prevail.
16.
Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
17.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first set forth above.
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COMPANY: |
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INTRUSION, INC. |
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By: /s/ Anthony Scott |
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Anthony Scott, CEO |
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INVESTOR: |
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STREETERVILLE CAPITAL, LLC |
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By: /s/ John M. Fife |
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John M. Fife, President |
v3.24.4
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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