8-K
filed March 18, 2024, 7:59 PM ET
ticker INTZ
CIK 0000736012
other material
confidence high
sentiment negative
materiality 0.85
Intrusion announces 1-for-20 reverse split and $9.275M debt-to-preferred exchange
INTRUSION INC
- Reverse stock split at 1-for-20 ratio effective March 22; trading resumes March 25 under same ticker INTZ, new CUSIP 46121E 304.
- Split aims to regain Nasdaq $1.00 minimum bid price compliance; fractional shares rounded up.
- Exchanged $9.275M senior debt (Notes #2 and partitioned Note #1) with Streeterville Capital for 9,275 shares Series A Preferred.
- Series A has $1,100 stated value, 10% annual preferred return, quarterly dividends starting 2.5% per quarter after one year.
- Preferred shares are non-convertible, have liquidation preference over common, and no voting rights except on charter amendments.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.97
INTRUSION INC: Filed Certificate of Designations creating Series A preferred stock with stated value $1,100 per share, 10% annual accrued return, quarterly dividends, and liquidation preference ahead of common stock (effective 2024-03-15).
- Change
- charter amendment
- Effective
- 2024-03-15
Exact text from the filing
Also on March 15, 2024, following approval by stockholders at the Special Meeting and following the filing of the A&R Certificate, filed a Certificate of Designations (the “Series A Certificate”) creating Series A preferred stock, $0.01 par value per share (the “Series A Stock”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.98
INTRUSION INC: Filed Amended and Restated Certificate of Incorporation to eliminate Series 1, 2, and 3 preferred shares, create a right of stockholders to take action by written consent, add a Delaware forum selection provision, and update/clarify/remove outdated provisions, after stockholder approval at special m (effective 2024-03-15).
- Change
- charter amendment
- Effective
- 2024-03-15
Exact text from the filing
On March 15, 2024, following approval by stockholders at the Special Meeting (as hereinafter defined), as discussed in Item 5.07 of this Current Report on Form 8-K, the Company filed the Amended and Restated Certificate of Incorporation (the “A&R Certificate”) to (i) eliminate the Series 1, Series 2, and Series 3 preferred shares, (ii) create a right of stockholders to take action by written consent; (iii) add a Delaware forum selection provision; and (iv) update, clarify and remove outdated provisions.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
INTRUSION INC entered into Exchange Agreement with Streeterville Capital, LLC (effective 2024-03-15).
- Action
- entry
- Counterparty
- Streeterville Capital, LLC
- Effective
- 2024-03-15
Exact text from the filing
On March 15, 2024, Intrusion Inc. (the “Company”), entered into and closed an Exchange Agreement with Streeterville Capital, LLC (“Streeterville”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
INTRUSION INC shareholders approved Approval of Series A Certificate of Designations creating Series A preferred stock at the 2024-03-15 meeting.
- Outcome
- passed
- Meeting
- 2024-03-15
Exact text from the filing
Also on March 15, 2024, following approval by stockholders at the Special Meeting and following the filing of the A&R Certificate, filed a Certificate of Designations (the “Series A Certificate”) creating Series A preferred stock, $0.01 par value per share (the “Series A Stock”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
INTRUSION INC shareholders approved Approval of Amended and Restated Certificate of Incorporation to eliminate Series 1, Series 2, and Series 3 preferred shares, create right of stockholders to take action by written consent, add Delaware forum selection provision, and update, clarify and remove outdated provisions. at the 2024-03-15 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-03-15
Exact text from the filing
On March 15, 2024, following approval by stockholders at the Special Meeting (as hereinafter defined), as discussed in Item 5.07 of this Current Report on Form 8-K, the Company filed the Amended and Restated Certificate of Incorporation (the “A&R Certificate”) to (i) eliminate the Series 1, Series 2, and Series 3 preferred shares, (ii) create a right of stockholders to take action by written consent; (iii) add a Delaware forum selection provision; and (iv) update, clarify and remove outdated provisions.
View on SEC.gov
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