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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/22 Intrusion Inc. 10-K 12/31/21 69:4.8M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 864K
2: EX-4.2 Description of Capital Stock HTML 31K
3: EX-14.1 Code of Conduct HTML 44K
4: EX-23.1 Consent of Whitley Penn LLP, Independent HTML 18K
Registered Public Accounting Firm
5: EX-31.1 Certification -- §302 - SOA'02 HTML 23K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 23K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 19K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 19K
14: R1 Cover HTML 87K
15: R2 Consolidated Balance Sheets HTML 145K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 35K
17: R4 Consolidated Statements of Operations HTML 109K
18: R5 Consolidated Statements of Changes in HTML 68K
Stockholders' Equity
19: R6 Consolidated Statements of Cash Flows HTML 102K
20: R7 Description of Business HTML 28K
21: R8 Summary of Significant Accounting Policies HTML 87K
22: R9 Prepaid Expenses HTML 26K
23: R10 Accrued Expenses HTML 27K
24: R11 SBA Paycheck Protection Program Loan HTML 29K
25: R12 Employee Benefit Plan HTML 28K
26: R13 Income Taxes HTML 40K
27: R14 Right-of-use Asset and Leasing Liabilities HTML 66K
28: R15 Commitments and Contingencies HTML 31K
29: R16 Employee Incentive Plans HTML 128K
30: R17 Common Stock HTML 32K
31: R18 Preferred Stock HTML 24K
32: R19 Subsequent Events. HTML 25K
33: R20 Summary of Significant Accounting Policies HTML 132K
(Policies)
34: R21 Summary of Significant Accounting Policies HTML 36K
(Tables)
35: R22 Prepaid Expenses (Tables) HTML 26K
36: R23 Accrued Expenses (Tables) HTML 26K
37: R24 Income Taxes (Tables) HTML 37K
38: R25 Right-of-use Asset and Leasing Liabilities HTML 64K
(Tables)
39: R26 Employee Incentive Plans (Tables) HTML 107K
40: R27 Description of Business (Details Narrative) HTML 38K
41: R28 Summary of Significant Accounting Policies HTML 31K
(Details - Valuation Assumptions)
42: R29 Summary of Significant Accounting Policies HTML 25K
(Details - Contract liability)
43: R30 Summary of Significant Accounting Policies HTML 63K
(Details Narrative)
44: R31 Prepaid expenses (Details - Prepaid Expenses) HTML 31K
45: R32 Accrued Expenses (Details - Accrued Expenses) HTML 35K
46: R33 SBA Paycheck Protection Program Loan (Details HTML 32K
Narrative)
47: R34 Employee Benefit Plan (Details Narrative) HTML 30K
48: R35 Income Taxes (Details - Deferred Tax Assets and HTML 37K
Liabilities)
49: R36 Income Taxes (Details - Income Tax Reconciliation) HTML 34K
50: R37 Income Taxes (Details Narrative) HTML 21K
51: R38 Right-of-use Asset and Leasing Liabilities HTML 44K
(Details - Consolidated Balance Sheet)
52: R39 Right-of-use Asset and Leasing Liabilities HTML 28K
(Details - Income Statement)
53: R40 Right-of-use Asset and Leasing Liabilities HTML 24K
(Details - Other supplemental information)
54: R41 Right-of-use Asset and Leasing Liabilities HTML 69K
(Details - Future Minimum Lease Obligations)
55: R42 Right-of-use Asset and Leasing Liabilities HTML 23K
(Details Narrative)
56: R43 Commitments and Contingencies (Details Narrative) HTML 24K
57: R44 Employee Incentive Plans (Details - Unvested HTML 39K
Restricted Stock Awards)
58: R45 Employee Incentive Plans (Details - Stock Options HTML 47K
Activity)
59: R46 Employee Incentive Plans (Details - Disclosure - HTML 64K
9. Stock Options (Details - Exercise Price)
60: R47 Employee Incentive Plans (Details - Outstanding) HTML 39K
61: R48 Employee Incentive Plans (Details - Future Stock HTML 27K
Option Plans)
62: R49 Employee Incentive Plans (Details Narrative) HTML 97K
63: R50 Common Stock (Details Narrative) HTML 38K
64: R51 Preferred Stock (Details Narrative) HTML 31K
67: XML IDEA XML File -- Filing Summary XML 119K
65: XML XBRL Instance -- intz_i10k-123121_htm XML 922K
66: EXCEL IDEA Workbook of Financial Reports XLSX 79K
10: EX-101.CAL XBRL Calculations -- intz-20211231_cal XML 158K
11: EX-101.DEF XBRL Definitions -- intz-20211231_def XML 293K
12: EX-101.LAB XBRL Labels -- intz-20211231_lab XML 873K
13: EX-101.PRE XBRL Presentations -- intz-20211231_pre XML 643K
9: EX-101.SCH XBRL Schema -- intz-20211231 XSD 130K
68: JSON XBRL Instance as JSON Data -- MetaLinks 326± 444K
69: ZIP XBRL Zipped Folder -- 0001683168-22-001761-xbrl Zip 186K
EXHIBIT 4.2
DESCRIPTION OF CAPITAL STOCK
Registered under Section 12 of the Securities Exchange Act, as amended
The following description is intended as a summary of our certificate of incorporation (which we refer to as our “charter”) our bylaws, and to the applicable provisions of the Delaware General Corporation Law. Because the following is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should refer to our charter and bylaws.
General
Our charter authorizes 80,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, $0.01 per value per share. As of March 9, 2022, there were 19,183,776 shares of our common stock outstanding and approximately 86 stockholders of record. No shares of our preferred stock are designated, issued or outstanding.
Common stock
Voting rights
Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors.
Dividends
Subject to preferences that may be applicable to any then-outstanding preferred stock which may be issued in the future, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. We intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
Liquidation
In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.
Rights and preferences
Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock.
Fully paid and nonassessable
All of our outstanding shares of common stock are, and the shares of common stock to be issued in this offering will be, fully paid and nonassessable.
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Issuance of Preferred Stock by our Board
While we currently have no shares of preferred stock issued and outstanding Our Certificate of Incorporation provides that shares of up to five million shares of preferred stock may be issued from time to time in one or more series, at the discretion of the Board of Directors without stockholder approval, with each such series to consist of such number of shares and to have such voting powers (whether full or limited, or no voting powers) and such designations, powers, preferences and relative, participating, optional, redemption, conversion, exchange or other special rights, and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors prior to the issuance thereof. This means that our Board has the discretion to issue shares of preferred stock that had provisions that could be superior in rights and preferences to shares of our common stock and which could be dilutive to holders of our common stock. Further, such rights and preferences could have the effect of preventing or hindering certain fundamental transactions, such as a merger or sale of all or substantially all of our assets or another change of control that would otherwise be beneficial to the holders of our common stock.
Charter and bylaws provisions
Our charter and our bylaws, include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our company, including the following:
| · | Board of Directors Vacancies: Our charter and bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors may only be set by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management. | |
| · | Stockholder Action; Special Meetings of Stockholders: Our charter provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws. Further, our bylaws and charter will provide that special meetings of our stockholders may be called only by a majority of our board of directors, the Chairman of our board of directors or our Chief Executive Officer, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors. | |
| · | Advance Notice Requirements for Stockholder Proposals and Director Nominations: Our bylaws provide advance notice procedures for stockholders seeking to bring matters before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company. | |
| · | No Cumulative Voting: The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our charter does not provide for cumulative voting. |
Delaware law
We are subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers. In general, DGCL Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date on which the person became an interested stockholder unless:
| · | prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; | |
| · | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or | |
| · | at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. |
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Generally, a business combination includes a merger, asset or stock sale, or other transaction or series of transactions together resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that DGCL Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
Limitations on liability, indemnification of officers and directors and insurance
Our charter and bylaws contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law.
Listing
Our common stock is currently listed on the Nasdaq Capital Market under the symbol “INTZ”.
Transfer agent and registrar
The transfer agent and registrar for the shares of our common stock is Computershare.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/18/22 | None on these Dates | ||
| 3/9/22 | ||||
| For Period end: | 12/31/21 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Intrusion Inc. 10-K 12/31/23 73:16M GlobalOne Filings Inc/FA 2/09/24 Intrusion Inc. S-8 2/09/24 6:347K GlobalOne Filings Inc/FA 12/20/23 Intrusion Inc. S-1/A 2:72K GlobalOne Filings Inc/FA 12/11/23 Intrusion Inc. S-1 12/08/23 4:366K GlobalOne Filings Inc/FA 9/18/23 Intrusion Inc. S-1/A 16:1.3M GlobalOne Filings Inc/FA 8/25/23 Intrusion Inc. S-1/A 18:1.8M GlobalOne Filings Inc/FA 8/11/23 Intrusion Inc. S-1 14:866K GlobalOne Filings Inc/FA 3/31/23 Intrusion Inc. 10-K 12/31/22 74:4.8M GlobalOne Filings Inc/FA 9/14/22 Intrusion Inc. 424B5 1:470K GlobalOne Filings Inc/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/22 Intrusion Inc. 8-K:1,2,3,9 3/10/22 13:509K GlobalOne Filings Inc/FA 11/17/21 Intrusion Inc. 8-K:5,9 11/11/21 11:312K GlobalOne Filings Inc/FA 11/12/21 Intrusion Inc. 10-Q 9/30/21 48:3.4M GlobalOne Filings Inc/FA 8/05/21 Intrusion Inc. S-3 6:1.3M GlobalOne Filings Inc/FA 5/24/21 Intrusion Inc. 8-K:1,5,9 5/18/21 2:353K GlobalOne Filings Inc/FA 3/09/21 Intrusion Inc. 10-K 12/31/20 65:3.2M GlobalOne Filings Inc/FA 3/28/19 Intrusion Inc. 10-K 12/31/18 69:4.4M RDG Filings/FA 3/29/18 Intrusion Inc. 10-K 12/31/17 65:4.6M RDG Filings/FA 3/27/15 Intrusion Inc. DEF 14A 5/14/15 1:907K Toppan Merrill/FA 6/15/10 Intrusion Inc. 8-K:5,9 5/20/10 2:410K Toppan Merrill/FA 6/15/05 Intrusion Inc. 8-K:1,9 6/14/05 8:554K Toppan Merrill/FA 3/26/04 Intrusion Inc. 10-K 12/31/03 9:1.6M Toppan Merrill/FA 5/03/02 Intrusion Inc. 10-Q 3/31/02 2:67K Toppan Merrill-FA2/FA 3/21/01 Intrusion Inc. 10-K405 12/31/00 10:404K Toppan Merrill-FA2/FA |