8-K

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): August 20, 2020

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-20191	75-1911917
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1101 East Arapaho Road, Suite 200, Richardson, Texas	75081
(Address of Principal Executive Offices)	(Zip Code)

(972) 234-6400

(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:

☐ 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))

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. ☐

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	OTCQB Venture Market

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Intrusion Inc. announced today that on August 20, 2020 its Board of Directors appointed Anthony J. LeVecchio to the position of Chairman of the Board.

A copy of the press release announcing Mr. LeVecchio’s appointment is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements And Exhibits

   (d)     Exhibits

  99.1 — Press release issued by Intrusion Inc. on August 25, 2020.

SIGNATURES

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: August 25, 2020	By:	/s/ MICHAEL L. PAXTON
		Michael L. Paxton
		Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE
	1101 E. Arapaho Road, Suite 200 Richardson, TX 75081 (972) 234-6400

Contact

Julia Kramer

jkramer@intrusion.com

P: 972-301-3635

INTRUSION Inc. Files S-1 Registration Statement and Applies for Nasdaq Uplisting

Richardson, Texas – August 25, 2020 – INTRUSION Inc. (OTCQB:INTZ), a leading provider of entity identification, high speed data mining, cybercrime and advanced persistent threat detection products, today announced that it filed a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the proposed offering of shares of its common stock for sale in an underwritten public offering, including shares by a group of selling shareholders. The Company intends to use the net proceeds from the proposed offering to fund several growth initiatives, including the commercialization of its new INTRUSION Shield, the Company’s plug-and-play, AI-enabled threat detection and neutralization solution designed for the worldwide enterprise market.

INTRUSION has also filed a comprehensive listing application package with The Nasdaq Stock Market requesting an uplisting of the Company’s common stock. The Company believes it meets the initial listing requirements for The Nasdaq Stock Market except for the equity standard requirement, which INTRUSION anticipates satisfying upon closing of this proposed public offering.

Jack Blount, President and CEO, stated: “I believe that we not only have the most valuable cybersecurity threat enriched big data Cloud in the world, but also one of the most sophisticated network appliance technologies I’ve seen in my 40+ years in the industry. This proposed capital raise will provide the means to accelerate our product roadmap as we bring to market unprecedented new solutions designed to protect American enterprises of all sizes against the constant threat of cyberattacks.”

“This is an exciting time for INTRUSION,” said Joe Head, Co-Founder and SVP of Strategic Programs. “We expect an uplisting to Nasdaq will help broaden our institutional shareholder base, increase trading liquidity, improve our visibility and, ultimately, increase shareholder value as we execute against our commercial growth initiatives.”

B. Riley FBR is acting as sole bookrunner for the proposed offering. Wellington Shields is acting a financial advisor to the Company.

Board Transition

INTRUSION also announced today that Anthony (Tony) J. LeVecchio has been appointed as Chairman of the Company’s Board of Directors by unanimous vote of the Directors. LeVecchio replaces Michael L. Paxton, who has chaired the Company’s Board since November 1, 2019. LeVecchio was appointed to INTRUSION’s Board on August 6, 2020 and has served on the boards of over 20 companies including, most recently, as the Chairman of LegacyTexas Bank. He has guided companies through all phases of corporate growth and development, including IPOs, secondary offerings and Sarbanes Oxley compliance; asset, debt and equity financing; merger and acquisitions; and, implementation of corporate governance best practices.

“This transition in Board leadership is emblematic of the Company’s new strategic direction. We are committed to leveraging INTRUSION’s proprietary data assets and technology in order to execute on a growth strategy that we believe will elevate the Company to a leadership position in the commercial cybersecurity market,” said Mr. Blount. 

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

The listing of the Company’s common shares on The Nasdaq Stock Market remains subject to approval by Nasdaq and the satisfaction of all applicable listing and regulatory requirements. No assurance can be given that the Company’s common stock will ultimately be listed on The Nasdaq Stock Market. During the Nasdaq review process, the Company will continue to trade on the OTCQB under the current symbol: “INTZ”.

About INTRUSION Inc.

INTRUSION Inc. is a global provider of entity identification, high speed data mining, cybercrime and advanced persistent threat detection products. INTRUSION’s product families include TraceCop™ for identity discovery and disclosure, and Savant™ for network data mining and advanced persistent threat detection. INTRUSION’s products help protect critical information assets by quickly detecting, protecting, analyzing and reporting attacks or misuse of classified, private and regulated information for government and enterprise networks. For more information, please visit www.intrusion.com.

Cautionary Statement Regarding Forward Looking Information

This release may contain certain forward-looking statements, which reflect management's expectations regarding future events and operating performance and speak only as of the date hereof. These forward looking statements involve a number of risks and uncertainties. Such statements include, without limitations, statements regarding the results of our proposed public offering of shares of our common stock, the expected use of the proceeds from that offering, our potential uplisting to The Nasdaq Stock Market and the anticipated benefits of such listing for the company and our shareholders, statements around our planned growth initiatives, the introduction of our new Intrusion Shield product, as well as other statements. These statements are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward looking statements. These factors include, without limitation, uncertainties related to the success of our proposed offering, the potential that we may not be able to list our common stock on The Nasdaq Stock Market and achieve the resulting benefits we expect from such uplisting, or that our planned growth strategies, including our new Intrusion Shield product, may not achieve the marketplace acceptance we expect and result in increased revenue for the company, and other facts and circumstances that might cause actual results to differ materially from our current expectations, some of which are detailed in the Company's most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.”