Business Context and Reporting Period
Company: Intrusion, Inc. (INTZ)
Filing Type: Form 8-K (Current Report)
Date of Report: June 12, 2025
Event: Entry into a Material Definitive Agreement for an "At-The-Market" (ATM) equity offering.
Key Financial Metrics and Transaction Details
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. The primary financial data relates to the new financing facility:
- Offering Capacity: Up to $50,000,000 of common stock.
- Sales Agent: H.C. Wainwright & Co., LLC.
- Commission: Up to 3.0% of the gross sales price of shares sold.
- Legal Expenses: Reimbursement of counsel fees up to $50,000.
- Settlement: T+1 (first trading day following sale) via The Depository Trust Company.
Material Changes Versus Prior Period
The filing does not provide comparative financial data or operational changes versus prior periods. The material change is the establishment of a new capital raising mechanism under an effective shelf registration statement (File No. 333-281565) declared effective on February 10, 2025.
Guidance, Outlook, and Risks
Management Commentary: The Company retains discretion to designate the maximum amount of shares to be sold daily and the minimum price per share. There is no obligation for the Company to sell, nor for the Manager to buy or sell, any shares.
Termination Rights:
- The Company may terminate the agreement with seven business days' prior written notice.
- The Manager may terminate the solicitation provisions at any time.
- The offering terminates upon the sale of $50,000,000 in aggregate sales price or earlier termination.
Risks and Contingencies:
- Sales are subject to market conditions and the Company's instruction.
- The agreement includes customary indemnification and contribution provisions against liabilities under the Securities Act.
- Shares cannot be sold in jurisdictions where the offer would be unlawful prior to registration.
Investor Verification Checklist
- Verify the current market price of INTZ common stock to assess potential dilution impact.
- Review the effective shelf registration statement (File No. 333-281565) for outstanding share availability.
- Monitor future 10-Q or 10-K filings for actual sales volumes and proceeds generated under this ATM agreement.
- Check for any subsequent 8-K filings indicating the termination of the agreement or suspension of sales.