Form 8-K - Current report

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): September 26, 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)

N/A

(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))

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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 7.01

REGULATION FD DISCLOSURE

On September 26, 2024, Intrusion Inc. (the “Company”) announced a contract award of $2.0 million with the U.S. Department of Defense to support its cybersecurity efforts. The period of performance for this contract is 12 months which will begin contributing to earnings results in the third quarter of 2024.

A copy of the press release announcing the contract referred to above is attached as Exhibit 99.1 hereto and incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

	99.1	Press Release Issued by Intrusion Inc. on September 26, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 26, 2024	By:	/s/ Kimberly Pinson
		Kimberly Pinson
		Chief Financial Officer

Exhibit 99.1

Intrusion Inc. Announces $2.0 Million Contract with the U.S. Department of Defense for Cybersecurity Services

PLANO, TX, September 26, 2024 -- Intrusion Inc. (NASDAQ: INTZ), a leader in cyberattack prevention solutions, today announced a $2.0 million contract with the U.S. Department of Defense (DoD) to support its cybersecurity efforts.

This contract, facilitated through a prime contractor, represents a substantial addition to the Company’s portfolio and underscores Intrusion’s commitment to enhancing national security through advanced cyber-attack prevention measures. Under this new contract, the Company will deliver a tailored solution based on a combination of Intrusion’s products and intellectual property, including Intrusion Shield and TraceCop, as well as consulting services designed to fortify the DoD’s resiliency and security efforts. The scope of work encompasses Intrusion’s full range of capabilities, including high-speed metadata extraction, contextual flow enrichment, advanced threat analytics, and continuous network monitoring to provide actionable insights to defend against cyber threats.

“We are honored to support the Department of Defense in its mission to protect our national security,” said Tony Scott, CEO of Intrusion. “This contract is not only a testament to the strength of our technology and the expertise of our team but also demonstrates the increasing acceptance of Intrusion Shield by the government sector. Intrusion is committed to enhancing cybersecurity effectiveness and our technology will help ensure that U.S. systems remain robust and adaptive in the face of evolving cyber threats. We look forward to delivering comprehensive solutions that will significantly enhance the Department of Defense’s operational effectiveness and security posture.”

The period of performance for this contract is 12 months, during which Intrusion will work closely with DoD personnel and commercial partners to ensure the highest standards of security and operational efficiency are met. Intrusion’s team of experts is dedicated to providing cutting-edge solutions and insights that enhance cyber resiliency, addressing the evolving threats faced by our nation’s critical defense infrastructure.

This contract will begin contributing to earnings results in the third quarter of 2024, reinforcing the Company’s position as a key player in the cybersecurity space of the defense sector. As the Company continues to expand its presence in the defense sector, Intrusion remains committed to driving innovation and excellence in all aspects of its operations.

About Intrusion Inc.

Intrusion Inc. is a cybersecurity company based in Plano, Texas. The Company offers its customers access to its exclusive threat intelligence database containing the historical data, known associations, and reputational behavior of over 8.5 billion IP addresses. After years of gathering global internet intelligence and working exclusively with government entities, the Company released its first commercial product in 2021. Intrusion Shield is designed to allow businesses to incorporate a Zero Trust, reputation-based security solution into their existing infrastructure. Intrusion Shield observes traffic flow and instantly blocks known malicious or unknown connections from both entering or exiting a network to help protect against Zero-Day and ransomware attacks. Incorporating Intrusion Shield into a network can elevate an organization's overall security posture by enhancing the performance and decision-making of other solutions in its cybersecurity architecture.

Cautionary Statement Regarding Forward-Looking Information

This release may contain certain forward-looking statements, including, without limitation, our expectations for positive results from our recent sales, marketing, and strategic initiatives, which statements reflect management’s expectations regarding future events and operating performance. These forward-looking statements speak only as of the date hereof and involve a number of risks and uncertainties, including the risk that our recent sales, marketing, and strategic efforts will not result in increased product awareness or sales of our Intrusion Shield. 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, the risk that this financing fails to provide the needed capital for the Company to execute its current business strategies, the Company does not achieve the anticipated results from its current sales, marketing, operational, and product development initiatives, as well as 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.”

IR Contact:

Alpha IR Group

Mike Cummings or Josh Carroll

INTZ@alpha-ir.com

Source: Intrusion Inc.

Cover	Sep. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 26, 2024
Entity File Number	001-39608
Entity Registrant Name	INTRUSION INC.
Entity Central Index Key	0000736012
Entity Tax Identification Number	75-1911917
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	101 East Park Blvd
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75074
City Area Code	(888)
Local Phone Number	637-7770
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	INTZ
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false