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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): March 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)
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. ☐
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| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
The following information is furnished pursuant to Item 2.02, Disclosure of Results of Operations and Financial Condition.
On March 26, 2024, Intrusion Inc. issued a press release announcing its financial results for the year ended December 31, 2023. A copy of the press release 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 March 26, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: March 26, 2024 | By: | /s/ Kimberly Pinson |
| Kimberly Pinson | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Intrusion Inc. Reports Fourth Quarter and Full Year 2023 Results
PLANO, Texas, March 26, 2024 (ACCESSWIRE) -- Intrusion Inc. (NASDAQ: INTZ), a leader in cyberattack prevention solutions, announced today financial results for the fourth quarter and full year ended December 31, 2023.
Recent Financial & Business Highlights:
| · | Improved full year EPS to $(0.57) per share from $(0.82) per share in 2022. | |
| · | Announced the expansion of Intrusion Shield SaaS services in the Philippines. | |
| · | Made additional progress toward regaining compliance with the Nasdaq minimum bid price and equity standard requirements. | |
| · | Continuing resolution negatively impacts consulting revenues. |
Fourth Quarter Financial Results
Revenue for the fourth quarter of 2023 was $1.4 million, a decrease of 7% sequentially and 5% compared to the previous year. The decline in revenue during the fourth quarter of 2024 was driven by a decrease in consulting revenue that was mainly associated with the federal government’s continuing resolution and the absence of an approved federal budget.
The gross profit margin was 79% for the fourth quarter of 2023, compared to 63% in the fourth quarter of 2022.
Operating expenses in the fourth quarter of 2023 were $3.5 million, a decrease from $5.4 million in the comparable quarter of last year.
The net loss for the fourth quarter of 2023 was $(2.8) million, or $(0.09) per share, compared to a loss of $(5.2) million, or $(0.25) per share for the fourth quarter of 2022.
Full Year 2023 Financial Results
Revenue for the full year ended December 31, 2023, was $5.6 million, a decrease of $1.9 million compared to 2022.
The gross profit margin was 78% for the full year ended December 31, 2023, compared to 55% in 2022.
Operating expenses for the full year ended December 31, 2023, were $16.4 million, a decrease from $20.5 million in 2022.
The net loss for the full year ended December 31, 2023, was $13.9 million, or $(0.57) per share, compared to a loss of $16.2 million, or $(0.82) per share in 2022.
As of December 31, 2023, cash and cash equivalents were $0.1 million, down from $3.0 million on December 31, 2022. Subsequent to year end, the Company announced that it entered into an exchange agreement with Streeterville Capital, LLC to exchange an aggregate $9,275,000 in senior debt pursuant to notes issued in March and June of 2022 for a newly designated Series A Preferred Stock.
“We continue to see strong momentum for our suite of Shield products, with the fourth quarter being our best quarter to date with the addition of seven new logos, including the $5 million multi-year award we announced in October,” said Tony Scott, CEO of Intrusion. “While initial revenue contributions from these new contracts will bring modest gains, as deployments are occurring in the first and second quarter of this year, two of these customers have already indicated their intent to further increase their use of Shield throughout 2024. We believe that the addition of these new customers and our growing sales pipeline will help drive Intrusion Shield revenue growth in 2024.”
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Mr. Scott continued, “Last week, we implemented two key steps in our plan to regain compliance with the minimum bid price and equity standard requirement for continued listing on the Nasdaq Capital Markets with the announcement of a 1-for-20 reverse stock split of our issued and outstanding shares and an exchange agreement with Streeterville Capital to exchange an aggregate of $9,275,000 in senior debt for newly designated Series A Preferred Stock. While there can be no assurance that Intrusion will be able to regain, and thereafter sustain, compliance with Nasdaq's listing requirements, we believe that the Reverse Stock Split and our ability to reduce our overall debt will provide Intrusion with the best option to successfully regain compliance with Nasdaq's listing requirements. Our focus remains on our vision for the future, and we believe that our compelling products and innovative strategies position us well to capitalize on the robust opportunities in our evolving marketplace.”
Conference Call
Intrusion’s management will host a conference call today at 4:00 P.M., CDT. Interested investors can access the live call by dialing 1-888-506-0062, or 1-973-528-0011 for international callers, and providing the following access code: 147933. The call will also be webcast live (LINK). For those unable to participate in the live conference call, a replay will be accessible beginning tonight at 6:00 P.M. CDT until April 9, 2024, by dialing 1-877-481-4010, or 1-919-882-2331 for international callers, and entering the following access code: 49940. Additionally, a live and archived audio webcast of the conference call will be available at www.intrusion.com.
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 with government entities, the company released its first commercial product in 2021. Intrusion Shield allows businesses to incorporate a Zero Trust, reputation-based security solution into their existing infrastructure. Intrusion Shield observes traffic flow and instantly blocks known or unknown malicious connections from entering or exiting a network to help protect against zero-day and ransomware attacks. Incorporating Intrusion Shield into a network elevates 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 limitations, comments about the performance of protections provided by our Intrusion Shield product and any other words that react to management’s expectations regarding future events and operating performance. These forward-looking statements speak only as of the date hereof. They involve several risks and uncertainties, including, without limitation, the chances that our products and solutions do not perform as anticipated or do not meet with widespread market acceptance. 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."
IR Contact:
Alpha IR Group
Mike Cummings or Josh Carroll
INTZ@alpha-ir.com
Source: Intrusion Inc.
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INTRUSION INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, 2023 | December 31, 2022 | December 31, 2023 | December 31, 2022 | |||||||||||||
| Revenue | $ | 1,366 | $ | 1,444 | $ | 5,611 | $ | 7,529 | ||||||||
| Cost of Revenue | 290 | 540 | 1,257 | 3,354 | ||||||||||||
| Gross Profit | 1,076 | 904 | 4,354 | 4,175 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Sales and marketing | 1,152 | 2,025 | 5,670 | 6,510 | ||||||||||||
| Research and development | 1,138 | 1,873 | 5,556 | 6,465 | ||||||||||||
| General and administrative | 1,174 | 1,522 | 5,174 | 7,483 | ||||||||||||
| Operating Loss | (2,388 | ) | (4,516 | ) | (12,046 | ) | (16,283 | ) | ||||||||
| Interest and Other Income | – | 24 | 43 | 2,028 | ||||||||||||
| Interest Expense | (429 | ) | (702 | ) | (1,888 | ) | (2,359 | ) | ||||||||
| Gain on Lease Termination | – | – | – | 385 | ||||||||||||
| Net Loss | $ | (2,817 | ) | $ | (5,194 | ) | $ | (13,891 | ) | $ | (16,229 | ) | ||||
| Net loss per share: | ||||||||||||||||
| Basic | $ | (0.09 | ) | $ | (0.25 | ) | $ | (0.57 | ) | $ | (0.82 | ) | ||||
| Diluted | $ | (0.09 | ) | $ | (0.25 | ) | $ | (0.57 | ) | $ | (0.82 | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 31,223 | 20,854 | 24,241 | 19,791 | ||||||||||||
| Diluted | 31,223 | 20,854 | 24,241 | 19,791 | ||||||||||||
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INTRUSION INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
| December 31 | ||||||||
| 2023 | 2022 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 139 | $ | 3,015 | ||||
| Accounts receivable, net | 364 | 530 | ||||||
| Prepaid expenses and other assets | 635 | 1,877 | ||||||
| Total current assets | 1,138 | 5,422 | ||||||
| Noncurrent Assets: | ||||||||
| Property and equipment: | ||||||||
| Equipment | 2,069 | 2,865 | ||||||
| Capitalized software development | 2,791 | 1,380 | ||||||
| Furniture and fixtures | – | 43 | ||||||
| Leasehold improvements | 15 | 78 | ||||||
| Property and equipment, gross | 4,875 | 4,366 | ||||||
| Accumulated depreciation and amortization | (1,955 | ) | (2,208 | ) | ||||
| Property and equipment, net | 2,920 | 2,158 | ||||||
| Finance leases, right-of-use assets, net | 382 | 1,048 | ||||||
| Operating leases, right-of-use assets, net | 1,637 | 504 | ||||||
| Other assets | 171 | 143 | ||||||
| Total noncurrent assets | 5,110 | 3,853 | ||||||
| TOTAL ASSETS | $ | 6,248 | $ | 9,275 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable, trade | $ | 2,215 | $ | 1,273 | ||||
| Accrued expenses | 222 | 446 | ||||||
| Finance lease liabilities, current portion | 384 | 667 | ||||||
| Operating lease liabilities, current portion | 178 | 294 | ||||||
| Notes payable | 10,823 | 10,114 | ||||||
| Deferred revenue | 439 | 455 | ||||||
| Total current liabilities | 14,261 | 13,249 | ||||||
| Noncurrent Liabilities: | ||||||||
| Finance lease liabilities, noncurrent portion | 3 | 10 | ||||||
| Operating lease liabilities, noncurrent portion | 1,539 | 231 | ||||||
| Total noncurrent liabilities | 1,542 | 241 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $0.01 par value: Authorized shares – 5,000; Issued shares – 0 in 2023 and 2022 | – | – | ||||||
| Common stock, $0.01 par value: Authorized shares – 80,000; Issued shares – 35,823 in 2023 and 21,198 in 2022; Outstanding shares – 35,813 in 2023 and 21,188 in 2022 | ||||||||
| Common stock held in treasury, at cost – 10 shares | 359 | 212 | ||||||
| Additional paid-in capital | 100,708 | 92,304 | ||||||
| Accumulated deficit | (110,217 | ) | (96,326 | ) | ||||
| Accumulated other comprehensive loss | (43 | ) | (43 | ) | ||||
| Total stockholders’ deficit | (9,555 | ) | (4,215 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 6,248 | $ | 9,275 | ||||
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