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): June 6, 2025

 

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))

 

☐

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 1.02. Termination of Material Definitive Agreement.

 

On June 6, 2025, Intrusion, Inc. (the “Company”) delivered written notice to B. Riley Securities, Inc. (“B. Riley”) that the Company was terminating the At Market Sales Agreement, dated August 5, 2021, by and between the Company and B. Riley (the “Sales Agreement”), in accordance with its terms, which termination will be effective on June 11, 2025.

 

A description of the Sales Agreement is included in the Company’s Current Report on Form 8-K filed on August 11, 2021 (the “Announcement 8-K”), which description is incorporated by reference herein. Such description is qualified in its entirety by reference to the full text of the Sales Agreement, which was filed as Exhibit 99.1 to the Announcement 8-K and is incorporated by reference herein.

 

Item 8.01. Other Events.

 

Pursuant to the Sales Agreement, the Company filed a prospectus supplement (the “ATM Prospectus Supplement”) to the registration statement on Form S-3 (File No. 333-281565) on January 31, 2025 and effective on February 10, 2025 pursuant to which it may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50,000,000 through B. Riley as the sales agent (the “ATM Offering”). As of the date of this Current Report on Form 8-K, the Company has not sold any shares of common stock under the ATM Prospectus Supplement. The Company expects to terminate the ATM Prospectus Supplement immediately following June 11, 2025, the effective date of the termination of the Sales Agreement. The Company does not intend to make any additional sales of common stock under the ATM Offering.

 

 

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: June 12, 2025	By:	/s/ Kimberly Pinson
		Kimberly Pinson
		Chief Financial Officer