Business Context and Reporting Period
Company: Intrusion, Inc. (INTZ)
Filing Type: Form 8-K (Current Report)
Report Date: December 30, 2024 (Events reported through January 3, 2025)
Principal Office: Plano, Texas
This filing reports unregistered sales of equity securities and updates on the company's At-The-Market (ATM) equity offering program.
Key Financial Metrics and Capital Structure
Equity Transactions (Series A Preferred to Common Exchange):
- Dec 30, 2024: 1,230 Preferred Shares exchanged for 626,388 Common Shares (Fair Value: $1,353,000).
- Dec 30, 2024: 2,000 Preferred Shares exchanged for 614,525 Common Shares (Fair Value: $2,200,000).
- Dec 31, 2024: 2,050 Preferred Shares exchanged for 629,888 Common Shares (Fair Value: $2,255,000).
- Jan 2, 2025: 1,750 Preferred Shares exchanged for 626,016 Common Shares (Fair Value: $1,925,000).
- Jan 3, 2025: 1,837 Preferred Shares exchanged for 667,117 Common Shares (Fair Value: $2,020,700).
ATM Program Proceeds:
- 12 Months Ended Dec 31, 2024: Approximately $9.8 million net of fees.
- Cumulative Since Inception: Approximately $22.0 million net of fees from the sale of 7.5 million shares.
- Remaining Capacity: The program was reduced to a $15 million aggregate limit; current remaining capacity is approximately $3.0 million ($15M limit - $12M approx. sold).
Outstanding Shares: 16,885,394 common shares outstanding as of January 3, 2025.
Other Metrics: The filing does not provide revenue, profit, cash flow, margins, or debt figures.
Material Changes
The primary material change is the significant conversion of Series A Preferred Stock into Common Stock, resulting in the issuance of approximately 3.16 million new common shares across five separate agreements between December 30, 2024, and January 3, 2025. Additionally, the company continued to utilize its ATM program, generating nearly $10 million in net proceeds during the trailing twelve months.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, earnings outlook, or management discussion regarding future operations.
Risks and Contingencies:
- Dilution: The exchange of preferred shares and ongoing ATM sales increase the total share count, potentially diluting existing shareholders.
- ATM Limitations: The company is subject to offering limits under General Instruction I.B.6 of Form S-3, capping the ATM program at $15 million in aggregate proceeds.
Unusual Items: The filing notes a series of rapid, privately-negotiated exchanges of preferred stock for common stock occurring over a five-day period spanning the end of 2024 and the beginning of 2025.
Investor Verification Checklist
- Verify the exact number of Series A Preferred Shares remaining after the reported exchanges.
- Confirm the current remaining capacity under the $15 million ATM program limit.
- Review the specific terms of the Exchange Agreements (Exhibits 99.1 through 99.5) for any vesting conditions or restrictions on the newly issued common shares.
- Check subsequent filings for updated financial statements reflecting the cash proceeds from the ATM program and the impact of the share exchanges on earnings per share.