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): December 1, 2020

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-20191	75-1911917
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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	Nasdaq Capital Market

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Intrusion Inc. has appointed Franklin Byrd to serve as the company’s Chief Financial Officer, effective as of December 1, 2020.

Byrd brings more than 25 years of experience in finance, accounting and compliance, having actively participated in the financing and management of over $9 billion of debt and equity transactions, both public and private. He also brings significant scaling experience with early stage and high-growth entities to the table, having participated in taking three entities public.

Prior to joining Intrusion, Inc., Byrd served as CFO for Peak Nano Systems, LLC, a position he held since 2018. There, he was responsible for completing critical financings and scaling back office operations for the company. From 2016 – 2018, he served as Managing SVP of operations and Finance for Transwestern Commercial Services, LLC, during which time he served as interim CFO for that company’s investment group during a period of significant transition and growth.

Byrd has also served as vice president of finance for Hunt Power L.P., a division of Hunt Consolidated Inc., from 2009 to 2016. During his time at Hunt, Byrd had divisional CFO responsibilities in which he oversaw financial vision, direction, and leadership for the construction and investment of electric infrastructure assets. Additionally, he set up multiple Real Estate Investment Trust (REIT) companies, including deal structuring, finance, financial reporting and compliance.

Byrd is a Certified Public Accountant and currently serves on the Financial Executives International Association. He’s also an active member of The American Institute of CPAs and the Texas Society of Certified Public Accountants. He earned BBAs in both finance and accounting from Texas A&M University, and his MBA, with honors, from Houston Baptist University.

Byrd replaces long-time executive Michael L. Paxton, who will be retiring after helping to transition his duties. Paxton will remain a member of Intrusion’s board of directors after his retirement.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 — Press Release “INTRUSION Inc. Welcomes Experienced Chief Financial Officer, Franklin Boyd” released December 1, 2020.

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: December 1, 2020	By:	/s/ Jack B. Blount
		Jack B. Blount President and Chief Executive Officer

2

EX-99.1

Exhibit 99.1

NEWS RELEASE
	101 East Park Blvd, Suite 1300
	Plano, TX 75074
	(972) 234-6400

Contact

Julia Kramer

jkramer@intrusion.com

P: 972-301-3635

INTRUSION Inc. Welcomes Experienced Chief Financial Officer,

Franklin Byrd

Plano, Texas – Dec. 1, 2020 –INTRUSION Inc. (NASDAQ: INTZ), a leading provider of entity identification, high speed data mining, cybercrime and advanced persistent threat detection services, has appointed Franklin Byrd to the position of Chief Financial Officer. He begins serving in this role effective today.

Byrd is a Certified Public Accountant and brings more than 25 years of finance, accounting and compliance experience to INTRUSION. He has significant scaling experience with growing entities, having participated in taking three organizations public.

“As INTRUSION accelerates forward to bring next-generation cybersecurity to both government and commercial organizations, the role of our CFO is incredibly important,” said Jack B. Blount, President and CEO of INTRUSION. “I believe Franklin has the right combination of vision, strategic focus and leadership skills to help guide our company during this time of rapid growth brought on by our new Shield family of solutions.”

Byrd replaces long-time executive, Michael L. Paxton, who will be retiring after helping to transition his duties. Paxton will remain a member of INTRUSION’s board of directors after his retirement.

Prior to joining INTRUSION, Byrd served as CFO for Peak Nano Systems, LLC, a privately held nanotechnology company, where he was responsible for scaling the finance and operations functions for the company during a time of rapid growth.

Byrd also has experience serving in an executive capacity for publicly traded companies. Past roles include vice president of finance for Hunt Power L.P., where he had divisional CFO responsibilities overseeing financial vision, direction and leadership for the construction and investment of power infrastructure assets. He has also held progressive roles, including the role of CFO, at companies such as Transwestern Commercial Services, LLC, Panda Energy International, Inc., and ABC Radio Networks.

Byrd serves on the Financial Executives International Association and is an active member of both The American Institute of CPAs and the Texas Society of Certified Public Accountants. He received his MBA from Houston Baptist University, and holds two bachelor’s degrees in finance and accounting from Texas A&M University.

1

###

About INTRUSION Inc.

INTRUSION, Inc. is a global provider of entity identification, high speed data mining, cybercrime and advanced persistent threat detection solutions. INTRUSION’s family of solutions includes Shield™, a combination of plug-n-play hardware, software, global data, and real-time Artificial Intelligence (AI) services that provide organizations with the most robust cybersecurity defense possible, TraceCop™ for identity discovery and disclosure, and Savant™ for network data mining and advanced persistent threat detection. INTRUSION’s solutions 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.

Cautionary Statement Regarding Forward Looking Information

This release may contain certain forward-looking statements, which reflect management's expectations regarding future events and operating performance and speak only as of the date hereof. These forward- looking statements involve a number of risks and uncertainties. Such statements include, without limitation, statements regarding the introduction of our new INTRUSION Shield™ solution, the expected contributions of the these recently hired individuals, and the anticipated benefits these contributions will make to the future success of the Company, as well as other statements that are forward looking in nature. These statements are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including, without limitation, the risk that our new and upcoming product solutions do not achieve the market acceptance we anticipate, or that these newly hired individuals and these newly created position do not improve the Company’s future performance as expected, as well as other risks that we have detailed in the Company's most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.”

2