Current Report Filing (8-k)
March 01 2023 - 4:02PM
Edgar (US Regulatory)
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0000736012
2023-02-23
2023-02-23
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xbrli:shares
iso4217:USD
xbrli:shares
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): February 23,
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 February 23, 2023,
Intrusion Inc. (the “Company”) entered into a note purchase agreement with Streeterville Capital, LLC
(“Streeterville”), pursuant to which, among other things, Streeterville purchased from the Company a promissory note
(the “Note”) in the aggregate principal amount of $1.4 million plus certain reimbursed expenses in exchange for $1.3
million to the Company. Under the Note, the Company shall make principal payments to Streeterville in the amount $50,000 per week
each week prior to its maturity on March 31, 2023. No interest accrues on the balance of the Note prior to its maturity. In
connection with the issuance of the Note, the Company and Streeterville also entered into a security agreement, which provides,
according to its terms, a security interest in all employee retention credits or other funds, earned, owed or otherwise payable to
Intrusion under the Cares Act.
The Company has previously
issued certain promissory notes to Streeterville, as described in the Company’s Current Reports on Form 8-K filed on March 10, 2022
and January 17, 2023.
A copy of the note purchase
agreement, the Note and the security agreement are attached hereto as Exhibits 10.1, 4.1 and 10.2, respectively, and incorporated herein
by reference. The foregoing description of the terms of each such agreement is qualified in its entirety by reference to the applicable
agreement’s full text.
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
| 4.1 |
Promissory Note, dated February 23, 2023 (included
in Exhibit 10.1 below) |
| 10.1 |
Note Purchase Agreement, dated February 23, 2023 |
| 10.2 |
Security Agreement, dated February 23, 2023
(included in Exhibit 10.1 above) |
| 104 |
Cover Page Interactive Data File–the cover page
interactive data file does not appear in the Interactive Data File because its XBRL tags are 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: March 1, 2023 |
By: |
/s/ Kimberley Pinson |
| |
|
Kimberly Pinson |
| |
|
Chief Financial Officer |
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