Business Context and Reporting Period
Company: Intrusion Inc. (INTZ)
Filing Type: Form 8-K (Current Report)
Date of Report: March 13, 2025
Reporting Period: Events occurring on March 13, 2025, and updates regarding agreements entered into in July 2024.
Key Financial Metrics and Capital Structure
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, or operating margins. The document focuses on capital structure adjustments and financing agreements.
- Debt Reduction: $150,000 principal amount of Promissory Note #1 (dated March 10, 2022) was exchanged for equity.
- Equity Issuance: 153,295 shares of common stock issued in exchange for the debt.
- Financing Facility: Standby Equity Purchase Agreement (SEPA) with Streeterville Capital, LLC allows for the sale of up to $10 million of common stock.
- Available Capacity: As of March 17, 2025, a prospectus supplement was filed for up to $7.9 million of Advance Shares under the SEPA.
Material Changes
The filing reports two primary material events:
- Debt-for-Equity Exchange: On March 13, 2025, the Company executed a privately-negotiated agreement to convert $150,000 of outstanding debt into 153,295 shares of common stock. This transaction was conducted under Section 3(a)(9) of the Securities Act of 1933.
- SEPA Update: While the SEPA was originally entered into on July 3, 2024, the Company filed a prospectus supplement on March 17, 2025, detailing the availability of up to $7.9 million in Advance Shares. The Company stated it has no immediate plans to draw upon this facility.
Guidance, Outlook, and Risks
Management Commentary: Management indicated no immediate plans to utilize the remaining capacity under the Standby Equity Purchase Agreement.
Risks and Contingencies: The filing does not explicitly detail new risk factors or contingencies beyond the standard implications of equity dilution from the debt exchange and the potential future issuance of shares under the SEPA.
Investor Verification Checklist
- Verify the total outstanding principal of Promissory Note #1 following the $150,000 exchange.
- Confirm the exact issuance price per share implied by the $150,000 debt exchange for 153,295 shares.
- Review the full text of the Prospectus Supplement filed on March 17, 2025, for specific terms regarding the $7.9 million SEPA capacity.
- Monitor future 8-K filings for any actual draws on the SEPA facility.