UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
Series A Certificate of Designations
As previously reported, by Intrusion Inc. (the “Company”), on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2024, Intrusion Inc. (the “Company”), filed a Certificate of Designations (the “Series A Certificate”) creating Series A preferred stock, $0.01 par value per share (the “Series A Stock”).
On May 9, 2024, the Company filed a Certificate of Amendment to the Series A Certificate (the “Amendment”) with the State of Delaware, Secretary of State, Division of Corporations, adding and replacing Sections of the Series A Certificate, qualified in its entirety as set forth in the Amendment attached hereto as Exhibit 4.1. The amended sections are as follows:
“Section 5. Preferred Return” by adding section (d) as set forth in the Amendment attached hereto as Exhibit 4., that “[I]n the event the Corporation is unable to pay the Preferred Return in cash and no remaining shares of Series A Stock are available for issuance, the Preferred Return will continue to accrue until such time as the Corporation can make payment.”
“Section 6. Series A Dividend” by adding section (d) as set forth in the Amendment attached hereto as Exhibit 4.1, “that “[I]n the event the Corporation is unable to pay the Quarterly Dividend in cash and no remaining shares of Series A Stock are available for issuance, the Quarterly Dividend will continue to accrue until such time as the Corporation can make payment.”
“Section 12. Covenants” by removing the section (a) requirement “[T]he Corporation will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to the Corporation, as required in accordance with Rule 144 of the Securities Act, is publicly available, and will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination … The Corporation will cause the Common Stock to be listed or quoted for trading on any of NYSE, NYSE American or Nasdaq,” and by removing the section (c) requirement that “[T]he Corporation shall ensure that trading in the Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on the Corporation’s principal trading market.”
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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: May 15, 2024 | By: | /s/ Kimberly Pinson |
| Kimberly Pinson | ||
| Chief Financial Officer | ||
| 3 |