UNITED STATES
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): March 14, 2023
INTRUSION INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-39608 | 75-1911917 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 101
East Park Blvd, Suite
1200 Plano, Texas |
75074 |
| (Address of Principal Executive Offices) | (Zip Code) |
(888) 637-7770
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
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. ☐
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 27, 2023, the Board of Directors (the “Board”) of Intrusion Inc. (the “Company”) approved an amendment to the Executive Employment Agreement between the Company and Mr. Anthony Scott, the Company’s President and Chief Executive Officer, which was previously attached as an exhibit to an 8-K filing dated, November 11, 2021. The amendment, a copy of which is attached as an exhibit to this filing, effected a change to Mr. Scott’s compensation package (the “Amendment”). The Amendment provided for a temporary reduction of Mr. Scott’s annualized base salary in the amount of $106,250 during the period beginning March 24, 2023, to September 22, 2023, and granted an award of options to purchase 131,715 shares of Common Stock of Intrusion, Inc., as indicated in Mr. Scott’s Form 4 Filing, dated March 27, 2023. The options vest one-year from the date of the award and state an exercise price of $1.21 per share.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | First Amendment of Executive Employment Agreement, dated March 27, 2023. | |
| 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: March 31, 2023 | By: | /s/ Kimberley Pinson |
| Kimberly Pinson | ||
| Chief Financial Officer | ||
| 3 |
Exhibit 99.1
FIRST AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement to Amend (“First Amendment”), made, entered into and effective as of the 27th day of March, 2023 (the “Effective Date”), by and between Intrusion Inc., a Delaware corporation (the “Company” or “Intrusion”), and Anthony Scott (“Executive”), is an amendment to that Executive Employment Agreement certain between the Company and Executive made and effective as of December 1, 2021, as amended from time to time (“Agreement”).
WHEREAS, the parties desire to amend the Agreement to allow a temporary reduction of Scott’s annualized base salary in the amount of $106,250 in exchange for options to purchase 131,715 shares of Common Stock of Intrusion, Inc., subject to the terms and conditions of the applicable Award Agreement to be issued under the Intrusion Inc. 2021 Omnibus Incentive Plan, as amended from time to time.
NOW, THEREFORE, in consideration of the covenants contained herein, and for other good and valuable consideration, effective March 27, 2023, the parties agree as follows:
1. Section 3 of the Agreement is deleted in its entirety and replaced with the following paragraph:
“Compensation. For the services, Executive will receive an annualized base salary of $425,000.00 (gross, less applicable legally required withholdings and such other deductions as Executive voluntarily authorizes in writing), payable on the Company’s regular pay dates and prorated for partial years of employment, if any (“Base Salary”). The Base Salary shall be reviewed annually, such review first occurring at the expiration of the first year of the initial term of this Agreement and continuing annually thereafter as long as this Agreement is in effect. Notwithstanding anything contained herein to the contrary, during the period beginning March 24, 2023, up to, but not including, September 22, 2023, Scott’s annualized Base Salary shall be reduced by an amount equal to fifty-percent (50%) of the Base Salary in effect as of the Effective Date in exchange for an award of options to purchase 131,715 shares of Common Stock of Intrusion, Inc., subject to Approval of the Compensation Committee and the terms and conditions of the applicable Award Agreement issued pursuant to the Intrusion Inc. 2021 Omnibus Incentive Plan, as amended from time to time, and subject to its terms and conditions.
2. Except as modified by this First Amendment, the Agreement shall continue to regulate and define the rights and obligations of the parties to the Agreement, and they agree to be bound by the Agreement, as amended by this First Amendment.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| Executive: | ||
| Anthony Scott | ||
| Dated: ____________________________________ | ||
| Acknowledged and Agreed by the Company: | ||
| Intrusion, Inc. | ||
| By: Anthony LeVecchio | ||
| Title Chairman | ||
| Dated:_______________________________________ |