Form 8-K - Current report
February 21 2024 - 7:05AM
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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): February 8,
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)
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 8.01 Other Events
As previously disclosed on the Current Report
on Form 8-K filed by Intrusion Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on
October 2, 2023, the Company received a written notice from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that
the closing bid price of the Company’s common shares over 30 consecutive trading days had fallen below $1.00 per share, which is
the minimum closing bid price required to maintain listing on the Nasdaq Capital Market under Listing Rule 5550(a)(2) (the “Minimum
Bid Requirement”). Additionally, as previously disclosed on the Current Report on Form 8-K filed by the Company with the SEC on
October 27, 2023, the Company received a written notice from Nasdaq notifying the Company that its securities were subject to delisting
based upon the Company's non-compliance with the $35 million market value of listed securities requirement ("MVLS") for continued
listing on the Nasdaq Capital Market under Listing Rule 5550(b)(2). At that time, the Company indicated that it may, alternatively, seek
to regain compliance under the Nasdaq listing criteria of maintaining $2.5 million stockholders’ equity under Listing Rule 5550(b)(1)
(“Equity Standard”) as an alternative to the MVLS requirement and to satisfy compliance with Listing Rule 5550(b).
On November 2, 2023, the Company submitted a request
for a hearing to Nasdaq concerning the notices, which hearing was held on February 1, 2024. At the hearing, the Company presented its
plan for regaining and sustaining compliance with all applicable requirements for continued listing on Nasdaq before a Nasdaq Hearings
Panel (“Panel”).
On February 8, 2024, the Company was notified
that the Panel had granted the Company’s request for continued listing, and on February 15, 2024, the Company received a revised
written notice from Nasdaq (the “Nasdaq Letter”) regarding the Panel’s grant of the Company’s request for continued
listing on the Nasdaq Capital Market until April 23, 2024, subject to certain conditions, including creation of a new class of preferred
stock and conversion of $8.98 million of its current debt, as described at the hearing. Subject to receipt of shareholder approval at
the Company’s special meeting of shareholders to be held on March 15, 2024 (the “Special Meeting”), the Company expects
to create a new class of preferred stock and to convert $8.98 million in debt as soon as practicable following the Special Meeting.
To regain compliance with the Minimum Bid Requirement,
the Company plans to effect a reverse stock split, also subject to shareholder approval at the Special Meeting.
The Nasdaq Letter also stated that the Panel does
not have discretion to grant continued listing on the Nasdaq Capital Market beyond April 23, 2024. Accordingly, if the Company does not,
as of April 23, 2024 (i) comply with the Minimum Bid Requirement, and (ii) meet the requirements of the Equity Standard, the Company’s
common stock will be delisted from the Nasdaq Capital Market.
There can be no assurance that the Company will
be able to (i) regain or maintain compliance with the Minimum Bid Requirement, and (ii) meet the requirements of the Equity Standard.
Forward-Looking Statements
Except for the factual statements made herein,
information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “may,”
“expects,” “should,” “plans,” and similar expressions, or the use of future tense, identify forward-looking
statements, but their absence does not mean a statement is not forward-looking. Such forward-looking statements are not guarantees of
performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no
assurance that the Company will be able to timely file an appeal to the Nasdaq Hearings Panel, that the Nasdaq Hearings Panel will grant
an extension, or that the Company will meet Nasdaq compliance standards for continued listing on the Nasdaq Capital Market. The risks
included are not exhaustive; for a more detailed description of these uncertainties and other factors, see the other risk factors set
forth from time to time in the Company’s filings with the Securities and Exchange Commission, copies of which are available for
free at www.sec.gov or upon request from the Company’s Investor Relations Department. All information provided in this release is
as of the date hereof and the Company assumes no obligation and does not intend to update these forward-looking statements, except as
required by law.
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: February 21, 2024 |
By: |
/s/ Kimberly Pinson |
|
|
Kimberly Pinson |
|
|
Chief Financial Officer |
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