8-K

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): November 1, 2019

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-20191	75-1911917
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1101 East Arapaho Road, Suite 200, Richardson, Texas	75081
(Address of Principal Executive Offices)	(Zip Code)

(972) 234-6400

(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:

☐ 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))

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. ☐

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	OTCQB Venture Market

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Intrusion Inc. announced today that on November 1, 2019 its Board of Directors appointed Michael L. Paxton to the position of director of the Company and Chairman of the Board in addition to his current duties of Chief Financial Officer, Treasurer and Secretary. Further, Mr. Michael Paxton will be assuming the duties of Interim President and Interim Chief Executive Officer.

A copy of the press release announcing Mr. Paxton’s appointment is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements And Exhibits

   (d)     Exhibits

  99.1 — Press release issued by Intrusion Inc. on November 4, 2019.

SIGNATURES

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: November 4, 2019	By:	/s/ MICHAEL L. PAXTON
		Michael L. Paxton
		Interim President, Interim Chief Executive Officer and Chief Financial Officer

EX-99.1

 Exhibit 99.1

NEWS RELEASE
	1101 East Arapaho Road Suite 200 Richardson TX 75081 USA (972) 234-6400 main

Contact

Michael L. Paxton
972.301.3658, mpaxton@intrusion.com

Intrusion Inc. Appoints Interim CEO

Richardson, Texas – November 4, 2019 – Intrusion Inc. (OTCQB: INTZ), (“Intrusion”) announced today that on November 1, 2019, its Board of Directors appointed Michael L. Paxton to the position of director of the Company and Chairman of the Board in addition to his current duties of Chief Financial Officer, Treasurer and Secretary. Further, Mr. Michael Paxton will be assuming the duties of Interim President and Interim Chief Executive Officer.

As previously reported, the Company’s Chief Executive Officer, Mr. G. Ward Paxton, passed away unexpectedly on October 24, 2019. Mr. Paxton co-founded the Company in 1983, and he served as President, Chief Executive Officer, Director, and Chairman of the Board for most of his 36 year tenure.

The Board wishes to emphasize that as the Company’s CEO, Mr. Ward Paxton demonstrated dedication and leadership, and provided a unique insight and understanding of the Company’s operations and business strategy for decades.

Michael Paxton joined the Company on August 13, 2002 as Vice President, Chief Financial Officer, Secretary and Treasurer. He was also employed by the Company from 1986 until May 1998. Mr. Paxton previously held positions with the Company as Vice President and Secretary from 1995 to 1998, Controller from 1987 to 1995 and Accounting Manager from 1986 to 1987.

“Ward and I co-founded Intrusion in 1983. Ward ran the company and took care of the financial and management side, leaving me to focus on serving our customers and improving our technology. The partnership worked very well for decades and allowed us to focus the best of our abilities in service to the Company. We are very fortunate that Mike Paxton has been an integral part of our management team for many years, and we have full confidence that he will provide a seamless transition going forward,” stated Joe Head co-founder and Senior Vice-President of Intrusion.

About Intrusion Inc.

Intrusion Inc. is a global provider of entity identification, high speed data mining, cybercrime and advanced persistent threat detection products. Intrusion’s product families include TraceCop™ for identity discovery and disclosure, and Savant™ for network data mining and advanced persistent threat detection. Intrusion’s products help protect critical information assets by quickly detecting, protecting, analyzing and reporting attacks or misuse of classified, private and regulated information for government and enterprise networks. For more information, please visit www.intrusion.com. We develop, market and support a family of entity identification, high speed data mining, cybercrime and advanced persistent threat detection products.