UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 12, 2022, Intrusion Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the signature pages to the Purchase Agreement (collectively, the “Purchasers”) pursuant to which, among other things, the Company agreed to issue and sell to the Purchasers, in a registered direct offering (the “Offering”), an aggregate of 1,378,677 shares of its common stock (the “Shares”), each of which is coupled with a warrant to purchase one share of common stock (the “Warrants”), at an aggregate offering price of $4.29 per share and warrant. Wellington Shields & Co. LLC acted as placement agent in the Offering.
Each Warrant will have an exercise price of $5.22 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, be exercisable from the date of issuance through the five-year anniversary of such date.
The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchasers, indemnification obligations of the Company, other obligations of the parties and termination provisions. Pursuant to the Purchase Agreement and separate lock-up agreements, the Company has agreed to certain restrictions on the issuance and sale of shares of the Company’s securities, and the Company’s directors and officers have agreed to certain restrictions on the sale of the Company’s securities, in each case, for a period of 60 days following the date of the Purchase Agreement, subject to certain exceptions.
The Company expects to deliver the Shares and Warrants on or about September 14, 2022 (the “Closing Date”) other than the 419,580 Shares and related Warrants that the Company expects to deliver on or before October 28, 2022, in each case subject to satisfaction of certain conditions. The Offering is expected to result in net proceeds to the Company of approximately $5.3 million, after deducting placement agent fees and estimated offering expenses payable by the Company but without giving effect to any proceeds the Company may receive upon exercise of the Warrants. The Company intends to use the net proceeds from the offering working capital and general corporate purposes, including to fund any redemption repayments initiated by the holders under the Company’s existing promissory notes with Streeterville Capital, LLC.
The Offering is being made pursuant to the Company’s effective shelf registration statement that was declared effective by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on August 16, 2021 (File No. 333- 258491), a base prospectus included as part of the registration statement, and a final prospectus supplement the Company expects to file with the Commission pursuant to Rule 424(b) under the Securities Act. The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Wilson Sonsini Goodrich & Rosati, PC, relating to the legality of the issuance and sale of the securities being offered in the Offering.
The foregoing summaries of the Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full texts of the form of Purchase Agreement and the form Warrant that are filed herewith as Exhibits 10.1 and 4.1, respectively.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Form of Warrant | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
| 10.1 | Form of Securities Purchase Agreement between the Company and the Purchasers, dated September 12, 2022 | |
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| INTRUSION INC. | ||
| Dated: September 12, 2022 | By: | /s/ Anthony Scott |
| Anthony Scott | ||
| President and Chief Executive Officer | ||
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