--- schema_version: "secwatch.filing_event.v1" accession: "0001683168-24-001517" form_type: "8-K" ticker: "INTZ" cik: "0000736012" company_name: "INTRUSION INC" filed_at: "2024-03-18T23:59:59+00:00" generated_at: "2026-06-04T16:13:16.404412+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Intrusion announces 1-for-20 reverse split and $9.275M debt-to-preferred exchange ## Summary - 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. ## SEC filing metadata - accession: 0001683168-24-001517 - form_type: 8-K - ticker: INTZ - cik: 0000736012 - company_name: INTRUSION INC - filed_at: 2024-03-18T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 5.03, 5.07, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/736012/000168316824001517/0001683168-24-001517-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/736012/000168316824001517/intrusion_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001683168-24-001517 - JSON: https://secwatch.observer/filing/0001683168-24-001517.json - Plain text: https://secwatch.observer/filing/0001683168-24-001517.txt ## Key facts - Governance Changes 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/736012/000168316824001517/0001683168-24-001517-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/736012/000168316824001517/0001683168-24-001517-index.htm - Material Agreements INTRUSION INC entered into Exchange Agreement with Streeterville Capital, LLC (effective 2024-03-15). - Action: entry - Counterparty: Streeterville Capital, LLC - Effective: 2024-03-15 source text: On March 15, 2024, Intrusion Inc. (the “Company”), entered into and closed an Exchange Agreement with Streeterville Capital, LLC (“Streeterville”). evidence_url: https://www.sec.gov/Archives/edgar/data/736012/000168316824001517/0001683168-24-001517-index.htm - Shareholder Votes 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/736012/000168316824001517/0001683168-24-001517-index.htm - Shareholder Votes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/736012/000168316824001517/0001683168-24-001517-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.