Current Report Filing (8-k)
December 21 2022 - 6:04AM
Edgar (US Regulatory)
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2022-12-16
2022-12-16
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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): December 16, 2022
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 8.01 Other Events.
On August 10, 2022, Intrusion Inc. (the “Company”) agreed
to the terms of a settlement of the securities class action suit, Celest v. Intrusion Inc. et al., Civil Action No. 4:21-cv-00307-SDJ
(lead case), initially filed on April 16, 2021, pending against the Company and certain of its former officers in the United States District
Court for the Eastern District of Texas, Sherman Division. The agreement, which was subject to preliminary Court approval, received final
approval by the Court on December 16, 2022, and provided in part for a settlement payment of $3.25 million and the dismissal of all claims
against the defendants in connection with the securities class action suit. The $3.25 million settlement payment was paid by the Company’s
insurance provider under its insurance policy, the Company’s $0.5 million retention having
been previously exhausted. The plaintiff is required to file a motion for distribution, asking the Court to approve releasing the
settlement funds to class members who submit valid claims. The date for the distribution hearing is currently January 11, 2023.
Forward-Looking Statements
This Current Report on Form
8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
are statements that do not represent historical facts and may be based on underlying assumptions. The Company uses words and phrases such
as “an agreement,” “subject to,” “would,” “provides” “requires” and similar
expressions to identify forward-looking statements in this report. Such forward-looking statements are based on information available
to the Company as of the date of this report and involve a number of risks and uncertainties, some beyond the Company’s control,
that could cause actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties
such as: (i) the extent to which individual claimants attempt to opt out of the class and pursue individual claims before the final distribution
hearing; (ii) the ability to overcome any objections or appeals regarding the settlement; and, (iii) other risks described in the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and future filings and reports by the Company. These forward-looking
statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company is under no
obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new
information, future events or otherwise.
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: December 20, 2022 |
By: |
/s/ Kimberley Pinson |
|
|
Kimberly Pinson |
|
|
Chief Financial Officer |
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