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): October 9, 2020

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-20191	75-1911917
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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	NASDAQ

Item 8.01. Other Events.

Intrusion Inc. announced on October 9, 2020 the approval of trading of its common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “INTZ.” The pricing of the Company’s follow-on public offering of common stock was set at a price of $8.00 per share, including 2,000,000 shares of common stock to be issued and sold by INTRUSION and 1,100,000 shares of common stock to be offered by a group of selling shareholders.

A copy of the press release announcing Intrusion Inc. Nasdaq Uplisting & Pricing of Public Offering 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 October 9, 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: October 9, 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

IR Contact Joel Achramowicz sheltonir@sheltongroup.com P: 415-845-9964 Company & Media Contact Julia Kramer jkramer@intrusion.com P: 972-301-3635

INTRUSION Announces Nasdaq Uplisting & Pricing of Public Offering

Richardson, Texas – Oct. 9, 2020 – INTRUSION Inc. (NASDAQ:INTZ), a leading provider of entity identification, high speed data mining, cybercrime and advanced persistent threat detection services, was approved for trading of its common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “INTZ.” The pricing of the Company’s follow-on public offering of 3,100,000 shares of common stock is set at a price to the public of $8.00 per share, including 2,000,000 shares of common stock to be issued and sold by INTRUSION and 1,100,000 shares of common stock to be offered by the group of selling shareholders. Gross proceeds of the offering to INTRUSION, before deducting underwriting discounts, commissions and estimated offering expenses, are expected to be approximately $16,000,000. Net proceeds to INTRUSION are intended to fund several growth initiatives, including the commercialization of its new Shield plug and play, real-time artificial intelligence (AI), threat detection and neutralization solution designed for the enterprise market.

INTRUSION has granted the underwriter a 30-day option to purchase up to 465,000 additional shares of common stock at the public offering price, less underwriting discounts and commissions.

B. Riley Securities is the sole book-running manager for the offering.

A registration statement on Form S-1 (File No. 333-248398) relating to these securities was filed with the Securities and Exchange Commission on August 25, 2020 and was declared effective on October 8, 2020. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering is being made only by means of a prospectus. A copy of the final prospectus, when available, may be obtained by contacting B. Riley Securities, Attention: Prospectus Department, 1300 17th St. North, Ste. 1300, Arlington, VA 22209, or by telephone at (703) 312-9580 or by email at prospectuses@brileyfin.com.

About INTRUSION Inc.

INTRUSION Inc. is a global provider of entity identification, high speed data mining, cybercrime and advanced persistent threat detection solutions. INTRUSION’s solution families include TraceCop™ for identity discovery and disclosure, and Savant™ for network data mining and advanced persistent threat detection. INTRUSION’s solutions 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 the proposed public offering of shares of the Company’s common stock, the expected use of the proceeds from that offering, the potential uplisting to The Nasdaq Stock Market and the anticipated benefits of such listing for the Company and its shareholders, statements around our planned growth initiatives, the introduction of the new INTRUSION Shield™ solution, 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 the proposed offering, the potential that the Company may not be able to list its common stock on The Nasdaq Stock Market and achieve the resulting benefits expected from such uplisting, or that the Company’s planned growth strategies, including its new INTRUSION Shield solution, may not achieve the marketplace acceptance expected and result in increased revenue for the Company, and other facts and circumstances that might cause actual results to differ materially from 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.”