Current Report Filing (8-k)
March 31 2023 - 8:44AM
Edgar (US Regulatory)
0000736012
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0000736012
2023-03-14
2023-03-14
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iso4217:USD
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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): March 14,
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 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 27, 2023, the Board
of Directors (the “Board”) of Intrusion Inc. (the “Company”) approved an amendment
to the Executive Employment Agreement between the Company and Mr. Anthony Scott, the Company’s President and Chief Executive Officer,
which was previously attached as an exhibit to an 8-K filing dated, November 11, 2021. The amendment, a copy of which is attached as an
exhibit to this filing, effected a change to Mr. Scott’s compensation package (the “Amendment”). The Amendment
provided for a temporary reduction of Mr. Scott’s annualized base salary in the amount of $106,250 during the period beginning March
24, 2023, to September 22, 2023, and granted an award of options to purchase 131,715 shares of Common Stock of Intrusion, Inc., as indicated
in Mr. Scott’s Form 4 Filing, dated March 27, 2023. The options vest one-year from the date of the award and state an exercise price
of $1.21 per share.
ITEM 9.01. Financial Statements and
Exhibits
(d) Exhibits
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 31, 2023 |
By: |
/s/ Kimberley Pinson |
|
|
Kimberly Pinson |
|
|
Chief Financial Officer |
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