UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events
On August 5, 2021, Intrusion Inc. (“Intrusion”) entered into a Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., as sales agent (“B. Riley Securities”), pursuant to which Intrusion may offer and sell, from time to time, through B. Riley Securities, shares of Intrusion’s common stock, par value $0.01 per share (the “Shares”), having an aggregate offering price of not more than $50.0 million. Any Shares will be offered and sold pursuant to Intrusion’s shelf registration statement on Form S-3 (File No. 333-258491) after it is declared effective by the Securities and Exchange Commission (the “SEC”).
Subject to the terms and conditions of the Sales Agreement, B. Riley Securities will use its commercially reasonable efforts to sell the Shares from time to time, based upon Intrusion’s instructions. Intrusion has provided B. Riley Securities with customary indemnification rights, and B. Riley Securities will be entitled to a customary commission rate based on the gross proceeds per Share sold.
Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Intrusion has no obligation to sell any of the Shares and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
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Exhibit No. |
Description | |
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99.1
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Sales Agreement, dated August 5, 2021, between the Registrant and B. Riley Securities, Inc. (incorporated by reference to Exhibit 1.2 of the Registrant’s Registration Statement on Form S-3 filed on August 5, 2021). | |
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SIGNATURE
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.
Dated: August 11, 2021
| INTRUSION INC. | ||||
| By: | /s/ B. Franklin Byrd | |||
| B. Franklin Byrd | ||||
| Chief Financial Officer | ||||
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