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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 14, 2024



(Exact Name of Registrant as Specified in Its Charter)


Delaware 001-39608 75-1911917
(State or Other Jurisdiction
of Incorporation)
(Commission File
(IRS Employer
Identification No.)


101 East Park Blvd, Suite 1200
Plano, Texas
(Address of Principal Executive Offices) (Zip Code)


(888) 637-7770

(Registrant’s Telephone Number, Including Area Code)




(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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


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.









The following information is furnished pursuant to Item 2.02, Disclosure of Results of Operations and Financial Condition.


On May 14, 2024, Intrusion Inc. issued a press release announcing its financial results for the quarter ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.




(d) Exhibits


  99.1 Press Release Issued by Intrusion Inc. on May 14, 2024
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document).













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 14, 2024 By: /s/ Kimberly Pinson
    Kimberly Pinson
    Chief Financial Officer














Exhibit 99.1



Intrusion Inc. Reports First Quarter 2024 Results


Intrusion Shield customer penetration continues to expand


PLANO, Texas, May 14, 2024 (ACCESSWIRE) -- Intrusion Inc. (NASDAQ: INTZ), a leader in cyberattack prevention solutions, announced today financial results for the first quarter ended March 31, 2024.


Recent Financial & Business Highlights:


·Improved first quarter EPS to $(0.94) per share from $(4.49) per share in the first quarter of 2023.
·In partnership with iOne Resources, announced a notice of award to supply the Secure Electronic Transmission Services (SETs) for the 2025 Philippines midterm elections.
·Partnered with Total Information Management Corporation (TIM) to provide advanced threat detection and prevention solutions to Orca Cold Chain Solutions to enhance supply chain security.
·Acquired a minority stake in Klever AI to help improve Intrusion Shield technology and broaden customer penetration into multiple industries.
·Regained compliance with Nasdaq’s minimum bid price and equity standard requirements.


First Quarter Financial Results


Revenue for the first quarter of 2024 was $1.1 million, a decrease of $0.2 million on both a sequential and year-over-year basis. The decline in revenue during the first quarter of 2024 was driven by a decrease in consulting revenue that was mainly associated with the federal budget not being approved until the end of the first quarter, which hindered the timing of new contract awards.


The gross profit margin was 80% for the first quarter of 2024, compared to 76% in the first quarter of 2023.


Operating expenses in the first quarter of 2024 were $3.4 million, a decrease from $5.0 million in the comparable quarter of last year.


The net loss for the first quarter of 2024 was $(1.7) million, or $(0.94) per share, compared to a net loss of $(4.7) million, or $(4.49) per share for the first quarter of 2023.


As of March 31, 2024, cash and cash equivalents were $0.1 million. Subsequent to the end of the quarter, Intrusion entered into a private placement subscription agreement pursuant to which the Company sold to purchasers in a Private Offering 1.3 million shares of its common stock each of which is coupled with a warrant to purchase two shares of common stock at an aggregate offering price of $1.95 per share. The Private Offering resulted in net proceeds to Intrusion of $2.6 million. Also subsequent to March 31st, Intrusion sold 0.2 million shares of common stock through a warrant inducement offering resulting in $0.6 million in net proceeds. The Company intends to use the net proceeds from the Private Offering for working capital and general corporate purposes. The cash balance as of May 10, 2024 was $2.4 million.


“During the first quarter, we continued to make progress toward growing our Intrusion Shield customer base as we build on the strong momentum we experienced at the end of 2023,” said Tony Scott, CEO of Intrusion. “Our robust Shield partnerships have continued to benefit our business, which is evident by the announcement that we made recently with iOne Resources, where Intrusion’s technology will be a part of a $25 million award to help protect the cybersecurity and integrity of the midterm elections in the Philippines, with the award creating over $1 million in ARR for our Shield business in the second half of 2024. This partnership, along with our other recently announced customer wins, highlights the success we have been achieving through our go-to-market strategy for our compelling and innovative strategies that provide customers with the tools they need to better identify, deflect, and eliminate any cyber threats they may encounter.”


Mr. Scott continued, “Over the past several weeks, we have also successfully been able to complete the final stages of our strategic plan to regain compliance with Nasdaq’s minimum listing requirements with the announcement of our most recent Private Offering and converting $9.5 million of our senior debt to equity. Both of which helped us achieve the minimum equity standard required to remain listed on the Nasdaq Capital Markets. Looking ahead, we continue to remain focused on ensuring we have the funds we need to not only propel our growth but also satisfy our customers’ needs with cost-effective cybersecurity solutions for their enterprise.”







Conference Call


Intrusion’s management will host a conference call today at 5:00 P.M., EDT. Interested investors can access the live call by dialing 1-888-506-0062, or 1-973-528-0011 for international callers, and providing the following access code: 681222. The call will also be webcast live (LINK). For those unable to participate in the live conference call, a replay will be accessible beginning tonight at 7:00 P.M. EDT until May 28, 2024, by dialing 1-877-481-4010, or 1-919-882-2331 for international callers, and entering the following access code: 50472. Additionally, a live and archived audio webcast of the conference call will be available at www.intrusion.com.


About Intrusion Inc.


Intrusion Inc. is a cybersecurity company based in Plano, Texas. The Company offers its customers access to its exclusive threat intelligence database containing the historical data, known associations, and reputational behavior of over 8.5 billion IP addresses. After years of gathering global internet intelligence and working with government entities, the company released its first commercial product in 2021. Intrusion Shield allows businesses to incorporate a Zero Trust, reputation-based security solution into their existing infrastructure. Intrusion Shield observes traffic flow and instantly blocks known or unknown malicious connections from entering or exiting a network to help protect against zero-day and ransomware attacks. Incorporating Intrusion Shield into a network elevates an organization's overall security posture by enhancing the performance and decision-making of other solutions in its cybersecurity architecture.


Cautionary Statement Regarding Forward-Looking Information


This release may contain certain forward-looking statements, including, without limitations, comments about the performance of protections provided by our Intrusion Shield product and any other words that react to management’s expectations regarding future events and operating performance. These forward-looking statements speak only as of the date hereof. They involve several risks and uncertainties, including, without limitation, the chances that our products and solutions do not perform as anticipated or do not meet with widespread market acceptance. These statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including risks that we have detailed in the Company's most recent reports on Form 10-K and Form 10-Q, particularly under the heading "Risk Factors."


IR Contact:

Alpha IR Group

Mike Cummings or Josh Carroll



Source: Intrusion Inc.











(In thousands, except per share amounts)


   Three Months Ended 
   March 31, 2024   March 31, 2023 
Revenue  $1,131   $1,309 
Cost of Revenue   226    313 
Gross Profit   905    996 
Operating Expenses:          
Sales and marketing   1,177    1,738 
Research and development   1,019    1,796 
General and administrative   1,181    1,506 
Operating Loss   (2,472)   (4,044)
Interest expense   (228)   (285)
Interest accretion and amortization of debt issuance costs   990    (446)
Interest (expense) and other income   (6)   41 
Net Loss  $(1,716)  $(4,734)
Net Loss Per Share:          
Basic  $(0.94)  $(4.49)
Diluted  $(0.94)  $(4.49)
Weighted Average Common Shares Outstanding:          
Basic   1,865    1,054 
Diluted   1,865    1,054 










(In thousands, except par value amounts)



   March 31, 2024   December 31, 2023 
Current Assets:          
Cash and cash equivalents  $122   $139 
Accounts receivable, net   256    364 
Prepaid expenses and other assets   385    635 
Total current assets   763    1,138 
Noncurrent Assets:          
Property and equipment:          
Equipment   1,972    2,069 
Capitalized software development   3,131    2,791 
Leasehold improvements   15    15 
Property and equipment, gross   5,118    4,875 
Accumulated depreciation and amortization   (2,105)   (1,955)
Property and equipment, net   3,013    2,920 
Finance leases, right-of-use assets, net   216    382 
Operating leases, right-of-use assets, net   1,569    1,637 
Other assets   171    171 
Total noncurrent assets   4,969    5,110 
TOTAL ASSETS  $5,732   $6,248 
Current Liabilities:          
Accounts payable, trade  $1,893   $2,215 
Accrued expenses   356    222 
Finance lease liabilities, current portion   284    384 
Operating lease liabilities, current portion   247    178 
Notes payable   1,724    10,823 
Deferred revenue   915    439 
Total current liabilities   5,419    14,261 
Noncurrent Liabilities:          
Finance lease liabilities, noncurrent portion   2    3 
Operating lease liabilities, noncurrent portion   1,480    1,539 
Total noncurrent liabilities   1,482    1,542 
Commitments and Contingencies          
Stockholders’ Deficit:          
Series A Preferred stock, $0.01 par value:  Authorized shares – 20; Issued & outstanding – 9 in 2024 and 0 in 2023   9,275     
Common stock, $0.01 par value:  Authorized shares – 80,000; Issued shares – 1,958 in 2024 and 1,791 in 2023; Outstanding shares – 1,957 in 2024 and 1,790 in 2023   19    18 
Common stock held in treasury, at cost – 1 share   (362)   (362)
Additional paid-in capital   101,875    101,049 
Accumulated deficit   (111,933)   (110,217)
Accumulated other comprehensive loss   (43)   (43)
Total stockholders’ deficit   (1,169)   (9,555)






May 14, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 14, 2024
Entity File Number 001-39608
Entity Registrant Name INTRUSION INC.
Entity Central Index Key 0000736012
Entity Tax Identification Number 75-1911917
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 101 East Park Blvd
Entity Address, Address Line Two Suite 1200
Entity Address, City or Town Plano
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75074
City Area Code (888)
Local Phone Number 637-7770
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol INTZ
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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