Current Report Filing (8-k)
January 17 2023 - 6:55AM
Edgar (US Regulatory)
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0000736012
2023-01-11
2023-01-11
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xbrli:shares
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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): January 11, 2023
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)
NOT APPLICABLE
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 1.01 Entry into a Material
Definitive Agreement.
On January 11, 2023, Intrusion
Inc. (the “Company”) entered into an amendment (the “Amendment”) of certain promissory notes pursuant to the Securities
Purchase Agreement dated March 10, 2022 (the Purchase Agreement”), between the Company and Streeterville Capital, LLC, a Utah limited
liability company (the “Streeterville”). The Company had previously sold and issued to Streeterville certain promissory notes,
dated March 10, 2022 (“Note #1”), and June 29, 2022 (“Note #2”) (collectively, the “Notes”) pursuant
to the Purchase Agreement (the Notes and Purchase Agreement collectively referred to as the “Transaction Documents”). The
principal purpose of the Amendment was to temporarily defer Streeterville from making redemptions under the Transaction Documents for
the period beginning on January 11, 2023, and ending on March 31, 2023, in exchange for a fee equal to 3.75% of the outstanding balance
of each of the Notes, and the Amendment made certain other amendments to the Transaction Documents. The fee was added to the outstanding
principal balance of each Note as of January 11, 2023.
A copy of the Amendment is
attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the terms of the Amendment is qualified
in its entirety by reference to the full text of the Amendment.
Item 2.03 Creation of Direct Financial Obligation
or an Obligation Under an Off-Balance Sheet Arrangement by a Registrant
The disclosure under Item
1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure under Item
1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance of shares of Common Stock pursuant
to the Notes, if any, will be made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale
of securities not involving a public offering.
Item 9.01. Financial Statements and Exhibits.
(d) exhibits
10.1 - Global
Amendment, dated January 11, 2023
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 17, 2023 |
By: |
/s/ Kimberley Pinson |
| |
|
Kimberly Pinson |
| |
|
Chief Financial Officer |
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