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): January 13, 2021

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.)

101 East Park Blvd,  Suite 1300 Plano, Texas	75074
(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 Capital Market

ITEM 8.01 OTHER EVENTS

On January 13, 2021, Intrusion Inc. (the “Company”) issued a press release announcing the completion of beta testing of its INTRUSION Shield solution and its general availability to the public. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On January 13, 2021, the Company’s president and chief executive officer, Mr. Jack B. Blount, is participating in the 23^rd Annual Needham Growth Conference and as part of his presentation will be providing participants with a powerpoint presentation, “Intrusion: Protect Everything. Trust Nothing.” A copy of this presentation is attached as Exhibit 99.2 hereto and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1	Press Release “INTRUSION Successfully Completes Beta Testing of its Newest Cybersecurity Solution, Shield; Announces General Availability” issued on January 13, 2021.
99.2	Powerpoint Presentation “Intrusion: Protect Everything. Trust Nothing” prepared for 23rd Annual Needham Growth Conference, January 13, 2021.

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: January 13, 2021	By:	/s/ Jack B. Blount
		Jack B. Blount President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE
	101 East Park Blvd, Suite 1300 Plano, TX 75074 (972) 234-6400

Company & Media Contact

Julia Kramer

jkramer@intrusion.com

P: 972-301-3635

INTRUSION Successfully Completes Beta Testing of its Newest

Cybersecurity Solution, Shield; Announces General Availability

Shield stopped more than 77 million threats, protecting businesses from serious cyberattacks

Plano, Texas – Jan. 13, 2021 – With recent cyberwarfare attacks being carried out against the United States, the general availability of the new cybersecurity solution from INTRUSION Inc. (NASDAQ: INTZ), Shield™, comes at a time when it’s never been more important to expertly protect U.S. organizations – public and private, large to small. Shield is the first solution for the enterprise that uses artificial intelligence (AI) to not only identify malicious activity within a network but to kill the connection, thus stopping those threats in their tracks, protecting companies from debilitating cybercrime.

“This product just does not exist in the market today and is sorely needed,” said Aaron, chief information security corporate officer (CISCO) for B. Riley Financial, who participated in beta testing.

Beta testing of INTRUSION Shield confirmed the solution’s efficacy by stopping a total of 77,539,801 cyberthreats from 805,110 uniquely malicious entities attempting to breach 13 companies that participated in the 90-day beta program. Shield was able to continuously protect these companies from ransomware, denial of service attacks, malware, data theft, phishing and more. In fact, analysis by INTRUSION also concluded that Shield would have defended against the Sunburst malware that was at the heart of the recent cyberattacks involving SolarWinds and FireEye, which impacted many government agencies and 18,000 SolarWinds customers.

“With the high-risk patterns we’ve incorporated into the rule set that feeds our AI, along with the reputation and suspicious activity that it searches for while monitoring all traffic in and out of a network, we can confidently say Shield would have protected our customers where clearly other security approaches failed,” said Jack B. Blount, President and CEO of INTRUSION. “The malware had been living on the SolarWinds network for at least nine months undetected – it got past firewalls and many other cybersecurity products. This is all the more reason companies need a multi-layered approach to cybersecurity, and specifically one that stops threats in real-time to protect them from the damage cybercriminals can cause over time.”

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All companies participating in the beta program have made the decision to move forward with Shield in production.

“The Shield solution has shown us that virtually every network is already infected, and front-end protection is not possible. The understanding that networks are already compromised and that the only means of protection is to monitor and restrict outgoing traffic is the breakthrough of the Shield philosophy,” said Richard, President of NovaTech.

Additionally, false positive security alerts – where legitimate traffic is identified as a threat – are a significant problem among cybersecurity solutions available today, with Ponemon Institute reporting that most cybersecurity companies see mistaken alerts happening 33% of the time. Cybersecurity professionals spend hundreds of hours investigating these alerts only to determine ultimately that there was no threat. Beta testing for Shield showed a median false positive rate of 0.001% of all traffic, far surpassing other solutions on the market and allowing businesses to run uninterrupted. Multiple beta customers were happy to report they saw zero false positives using Shield.

“Businesses simply can’t afford to keep using the same cybersecurity solutions that aren’t adequately protecting them,” said Blount. “As shown by our beta testing results, Shield offers the best new layer of protection to keep businesses of all sizes safe from the cybercrime that causes hundreds of them to go out of business completely.”

“The ease and instant protection of Shield has been great,” said Michael, Portfolio Manager for Bard Associates. “It’s so simple to implement and run, yet highly effective.”

Shield is the only real-time, AI-based cybersecurity solution that utilizes the world’s largest Big Data Cloud of databases built upon 25 years of tracking and researching cybercrime activities. The solution’s AI uses this information to kill known threats, as well as to learn the behaviors of both safe and malicious network traffic. It then works from the inside out – every millisecond of every day – identifying all attempted malware connections coming into, living on, and going out of a network, and immediately stopping them without human intervention.

Shield is now available at a low cost of $20 per seat ($2,000 minimum) per month with no annual contract required. Visit https://www.intrusion.com/shield for more information.

INTRUSION will be releasing case studies from Shield beta testing in the coming weeks.

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 family of solutions includes Shield™, a combination of plug-n-play hardware, software, global data, and real-time Artificial Intelligence (AI) services that provide organizations with the most robust cybersecurity defense possible, 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, including, without limitations, statements about the performance of protections provided by our Shield products, or other 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, including, the risk that our Shield product does not perform as anticipated. 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, including, risks that we have detailed in the Company's most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.”

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EX-99.2

Exhibit 99.2

Investor Relations Presentation January 2021

SAFE HARBOR STATEMENT This presentation has been prepared by INTRUSION Inc. (the “Company”) solely for informational purposes based on its own info rma tion, as well as information from public sources. This presentation has been prepared to assist interested parties in making their own evaluation of the Com pany and does not propose to contain all of the information that may be relevant. In all cases, interested parties should conduct their own investigation an d analysis of the Company and the data set forth in the presentation and any other information provided by or on behalf of the Company. This presentation does not c ons titute an offer to sell, nor a solicitation of an offer to buy, any securities of the Company by any person in any jurisdiction in which it is unlawful for suc h person to make such an offering or solicitation. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the se curities of the Company or passed upon the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offense. Except as otherwise indicated, this presentation speaks as of the date hereof. The delivery of this presentation shall not, u nde r any circumstances, create any implication that there has been no change in the affairs of the Company after the date hereof. Certain of the information contained herein may be derived from information provided by industry sources. The Company believe s t hat such information is accurate and that the sources from which it has been obtained are reliable. The Company cannot guarantee the accuracy of such informat ion and has not independently verified such information. This presentation contains forward - looking statements within the meaning of the federal securities laws. These forward - looking s tatements can be identified by the use of forward - looking terminology, including the terms “believe,” “estimate,” “project,” “anticipate,” “expect,” “seek,” “predi ct,” “continue,” “possible,” “intend,” “may,” “might,” “will,” “could,” would” or “should” or, in each case, their negative, or other variations or comparable terminology. Th ese forward - looking statements include all matters that are not historical facts. They appear in a number of places throughout this presentation and include statements reg arding our intentions, beliefs or current expectations concerning, among other things, the performance of our products in the marketplace, the current technolo gic al, network, and communication platforms our products operate on and with; our ability to stay current and competitive in our research and development effor ts; our ability to protect and enforce our intellectual property rights, the success of our commercialization objectives, and our customer marketing and sales initiativ es. We derive many of our forward - looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that ou r a ssumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipa te all factors that could affect our actual results. Forward - looking statements should not be read as a guarantee of future performance or results and may not be accurate indication s of when such performance or results will be achieved. In light of these risks and uncertainties, the forward - looking events and circumstances discussed in t his presentation may not occur and actual results could differ materially from those anticipated or implied in the forward - looking statements. A number of importan t factors could cause our actual results to differ materially from those indicated in these forward - looking statements, including risks and uncertainties related to pro duct performance, rapidly changing technologies, and the success of our sales and marketing efforts, as well as those set forth in the Company’s filings with the Securities and Exchange Commission under the heading “Risk Factors.” SAFE HARBOR STATEMENT 2

INTRUSION LEADERSHIP JACK BLOUNT President & CEO 40 years in technology as a visionary in the personal computer, local area networking, ERP, mobile computing, big data, cybersecurity and AI. CIO of USDA, the 4th largest data center in federal government SVP of Business Development at Novell, helping company grow from $50 million to $2 billion in 6 years Served as CEO, CTO, COO of 8 technology companies Began career as software engineer at IBM PRIOR AFFILIATIONS JOE HEAD Co - Founder & SVP Systems Engineering Recognized by the federal government as a top expert on cyberwar. Integral in the development of both INTRUSION Shield and Savant. Co - founder of INTRUSION, serving 37+ years as a director Named Vice Chairman of the BOD in 2000, and VP in 2003 Product Marketing Manager & Marketing Engineer at Honeywell Optoelectronics PRIOR AFFILIATIONS FRANKLIN BYRD CFO Franklin has more than 25 years of experience in finance, accounting and compliance and scaling experience with early stage and high - growth entities. Prior to joining INTRUSION, Franklin served as CFO for Peak Nano Systems, LLC. There, he was responsible for completing critical financings and scaling up office operations for the company. Franklin has also served as vice president of finance for Hunt Power L.P., a division of Hunt Consolidated Inc. Franklin is a Certified Public Accountant. PRIOR AFFILIATIONS 4

OUR HISTORY 1983 INTRUSION is established, building secure, fiber optic LAN equipment 1991 Corporate espionage case is uncovered, producing a historically - large settlement for the client & positioning INTRUSION as a formative watchdog in cybercrime. 2001 2004 2012 INTRUSION Savant launched, offering invaluable insight necessary to eliminate company infrastructure and performance issues. 2020 INTRUSION Shield to launch 5 INTRUSION Compliance Commander is launched, protecting against leakage of confidential customer information INTRUSION TraceCop launched, helping analysts and investigators dramatically reduce time & complexity in tracking cybercriminals

KEY BUSINESS HIGHLIGHTS Differentiated cybersecurity vendor undergoing dramatic TAM expansion under new leadership 1 New management team brings emphasis on growth and vision for INTRUSION 2 INTRUSION has an irreplaceable, proprietary data asset that has historically been under - monetized 3 Highly differentiated, custom business in federal network forensics 4 New solution for commercial cybersecurity market significantly expands INTRUSION ’s TAM 6 Long - term roadmap with several releases building on core technology assets 5 Transitioning company to recurring revenue model, focused on new solutions and Enterprise business 6

$3 trillion in global cybercrime losses in 2019, projected to grow to $6 trillion by 2021 SIZE OF PROBLEM & OPPORTUNITY GROWTH OF LOSSES RESULTING FROM CYBERCRIME (BY YEAR) *The Economic Impact of Cybercrime: No Slowing Down by Center for Strategic and International Studies (CSIS) McAfee ** CyberSecurity Ventures 2014 2018 2019 2021 $500 BILLION* $600 BILLION* $6 TRILLION** estimated TOTAL GOVERNMENT AND ENTERPRISE SPENDING ON SECURITY SOFTWARE AND HARDWARE CYBERSECURITY VENTURES PREDICTS GLOBAL SPENDING ON CYBERSECURITY PRODUCTS AND SERVICES WILL EXCEED $1 TRILLION CUMULATIVELY OVER THE FIVE - YEAR PERIOD FROM 2017 TO 2021 Average Annual Cybersecurity Spend per Employee Source: Gartner 2020E $1800 2012 $584 $3 TRILLION** 7

“If our firewalls stay updated, the network will stay protected” “Software and hardware from trusted vendors are secure when delivered” “Bad actors can be locked out with the right tools” “My network is clean and free from malware” Myths… …Realities Firewalls are breached everyday by armies of attackers employed by nation - states using AI and Supercomputing Malicious code is routinely embedded on all types of IT hardware shipping from China The average time to identify a network breach in 2019 was 206 days; the average lifecycle of a breach is 314 days from breach to containment Every company’s network is infected with malware living on your network every second of every day Sources: IBM, INTRUSION COMMON MISCONCEPTIONS ABOUT CYBERSECURITY THREATS 8

EXISTING SOLUTIONS 10

Monetized over 25 years as a Network Forensics Tool for Federal Customers INTRUSION TraceCop Œ 11 Patented network appliance designed to carryout bidirectional protocol decoding in RAM INTRUSION Savant Œ FOR REAL - TIME PROCESS FLOW ANALYSIS Patented Packet File Systems for recording at line rates Patented, Concise Summaries for mass - enrichment, analysis and indefinite storage World’s only database of 25 years of Internet traffic and specifically cyber crime INTRUSION constantly expands the data in TraceCop with dozens of international data feeds

A NEW FAMILY OF SOLUTIONS 14

Leverage foundational TraceCop and Savant platforms in expanded new solutions for the Enterprise INTRUSION Shield Œ FAMILY REPRESENTS A NEW PARADIGM FOR CYBERSECURITY EXISTING SOLUTIONS INTRUSION TraceCop Œ “Total history of Internet traffic” INTRUSION Savant Œ “Who is operating on my network?” AI APPLIED TO TRACECOP DATASETS & SAVANT SENSOR INTRUSION Shield Œ 1st of its KIND and 1 st in a family of solutions Identifies and kills all malicious traffic in real - time NEWEST SOLUTION 15

INTRUSION S hield Œ OFFERS REAL NETWORK SECURITY FROM THE INSIDE - OUT Patented technology layers AI on top of TraceCop and Savant , enabling real - time killing of malicious traffic PLUG - N’ - PLAY IMPLEMENTATION INTRUSION Shield VALUE PROPOSITION Does not replace existing network elements; rather, Shield is positioned as an new network security layer Only solution on the market that identifies and kills malicious agents in real - time operating on your network No Change Management; Plug - n - Play technology Daily System Updates as TraceCop database continues to grow Multiple Provisional patents filed covering Shield technology 1 st in a family of solutions 16

INTRUSION SHIELD ΠDOES NOT SEND THOUSANDS OF ALERTS, Shield USES AI TO KILL MALICIOUS TRAFFIC 17

S hield STRATEGY & MARKET SIZE: SECURITY - AS - A - SERVICE (SAAS) $20 per seat, per month pricing model designed to drive mass adoption in commercial enterprise market AGGRESSIVE RAMP UP OF RECURRING REVENUE Leverage established distributor network and channel reach of roughly 12,000 U.S. resellers* No upfront cost or contracts for customers Appliance drop - shipped direct to customers with software pre - installed by DELL (no inventory) Validation from early adoption by 12 ‘beta’ customer as Shield killed 77,539,801 threats in 90 days Drive increased momentum with rapid expansion of Shield family with introduction of 6 solutions Source: Gartner *Channel Futures 18 0 50 100 150 200 250 2019 2024E Security & Risk Market (in billions) Estimated Commercial Enterprise TAM $124.4 $207.7

INTRUSION Shield Œ PRELIMINARY BETA RESULTS Customer A Customer B Customer C 3 additional Beta customers comment on their experience with our solution 20 “This product just does not exist in the market today and is sorely needed,” said Aaron, CISCO for B. Riley Financial. “The Shield solution has shown us that virtually every network is already infected, and front - end protection is not possible. The understanding that networks are already compromised and that the only means of protection is to monitor and restrict outgoing traffic is the breakthrough of the Shield philosophy,” said Richard, President of NovaTech . “The ease and instant protection of Shield has been great,” said Michael, Portfolio Manager for Bard Associates. “It’s so simple to implement and run, yet highly effective.”

INTRUSION Shield ΠFAMILY OF SOLUTIONS ROADMAP A new family of solutions targeting important sub - segments the Enterprise & SMB markets Shield Shield CLOUD Shield Multi - Tenant CLOUD Shield RE (Remote Employees) Shield WIFI Shield CELLLAR 21

KEY INVESTMENT HIGHLIGHTS Differentiated cybersecurity vendor undergoing dramatic TAM expansion under new leadership 1 New management team with CEO that has repeated success in technology turnarounds 2 INTRUSION has a uniquely valuable , dynamica lly growing, threat - enriched Big Data Cloud of databases 3 AI based solution using ML&NN technology to protect business and government 4 Moving INTRUSION into the commercial market significantly expands our TAM 6 Developed, strategic solutions roadmap is designed to enable long - term growth 5 Leveraging modern, SaaS revenue model greatly shortens sell cycle and encourages rapid growth 26

CYBERSECURITY AS AN INDUSTRY HAS FAILED! INVEST IN A CYBER DEFENSE SOLUTION THAT WORKS! 27