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 January 2, 2024, Intrusion Inc. (the “Company”) entered into an invoice financing arrangement pursuant to a note purchase agreement with Anthony Scott, President and Chief Executive Officer of the Company (“Scott”), according to which, among other things, Scott purchased from the Company a promissory note (the “Note”) in the aggregate principal amount of $1,080,000 in exchange for $1.0 million to the Company. Under the Note, the Company shall make principal payments to Scott in the amount $40,000 per week each week prior to its maturity on June 15, 2024 (“Weekly Payments”). Interest accrues on the balance of the Note prior to its maturity at a rate of 7.0% per annum, compounded daily. In connection with the issuance of the Note, the Company and Scott also entered into a security agreement, which provides, according to its terms, a security interest in all accounts receivable or other receivables now existing or subsequently created prior to the payment of the Note, subject to prior permitted liens.
A copy of the note purchase agreement, the Note, and the security agreement are attached hereto as Exhibits 4.1 10.1, and 10.2, respectively, and incorporated herein by reference. The foregoing description of the terms of each such agreement is qualified in its entirety by reference to the applicable agreement’s full text.
Item 2.03 Creation of Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement by a Registrant
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Promissory Note, dated January 2, 2024 (included in Exhibit 10.1 below) | |
| 10.1 | Note Purchase Agreement, dated January 2, 2024 | |
| 10.2 | Security Agreement, dated January 2, 2024 (included in Exhibit 10.1 above) | |
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Cover Page Interactive Data File–the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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: January 3, 2024 | By: | /s/ Kimberly Pinson |
| Kimberly Pinson | ||
| Chief Financial Officer | ||
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