SEC Info - Intrusion Inc. - ‘10-Q’ for 9/30/22

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		Alternative Formats (Word, et al.) Controls and Procedures Exhibits Financial Information Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Notes to Unaudited Condensed Consolidated Financial Statements Other Information Part I -- Financial Information Part Ii -- Other Information Risk Factors Signature Page Table of Contents Unaudited Condensed Consolidated Balance Sheets as of September 30, 2022, and December 31, 2021 Unaudited Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2022, and 2021 Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and nine month periods ended September 30, 2022, and 2021 Unaudited Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2022, and 2021 Unregistered Sale of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I -- Financial Information
"	Item 1. Financial Statements
"	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2022, and December 31, 2021
"	Unaudited Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2022, and 2021
"	Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and nine month periods ended September 30, 2022, and 2021
"	Unaudited Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2022, and 2021
"	Notes to Unaudited Condensed Consolidated Financial Statements
"	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 4. Controls and Procedures
"	Part Ii -- Other Information
"	Item 1. Legal Proceedings
"	Item 1A. Risk Factors
"	Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
"	Item 6. Exhibits
"	Signature Page

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(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ i No ☒

The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value, on November 7, 2022, was i 21,146,216.

The accompanying notes are an integral part of these condensed consolidated financial statements.

INTRUSION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

The accompanying notes are an integral part of these condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these condensed consolidated financial statements.

INTRUSION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q, including, without limitation, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our financial position; our ability to continue our business as a going concern; our business, sales, and marketing strategies and plans; our ability to successfully market, sell, and deliver our INTRUSION Shield commercial product and solutions to an expanding customer base; are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, such statements.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

The following table sets forth, for the condensed consolidated statements of operations in dollar amounts and as a percentage of our total revenue for the periods indicated. The period-to-period comparison of results is not necessarily indicative of results for future periods.

Revenues. Revenue for the three and nine month periods ended September 30, 2022, was $2.2 million and $6.1 million compared to $1.8 million and $5.6 million for the same periods in 2021. Revenue from our consulting business was $1.9 million and $5.2 million for the three and nine month periods ended September 30, 2022, compared to $1.6 million and $5.3 million for same periods in 2021. INTRUSION Shield revenues were $0.3 million and $0.9 million for the three and nine month periods ended September 30, 2022, compared to $0.2 million and $0.3 million for the three and nine month periods ended September 30, 2021.

Concentration of Revenues. For the three and nine month periods ended September 30, 2022, revenues from sales to various U.S. government entities totaled $1.4 million and $4.1 million, or 63.3% and 66.8% of revenues compared to $1.3 million and $3.9 million, or 69.4% and 69.1% of revenues, for the same periods in 2021. Although we expect our concentration of revenues to vary among customers in future periods depending upon the timing of certain sales, we anticipate that sales to government customers will continue to account for a significant portion of our revenues in future periods. Sales to the government present risks in addition to those involved in sales to commercial customers which could adversely affect our revenues, including, without limitation, potential disruption to appropriation and spending patterns and the government’s reservation of the right to cancel contracts and purchase orders at its convenience. Although we do not anticipate that any of our revenues with government customers will be renegotiated, any cancelled or renegotiated government orders could have a material adverse effect on our financial results. Currently, we are not aware of any proposed cancellation or renegotiation of any of our existing arrangements with government entities and, historically, cancellations or renegotiated orders by government entities have not resulted in a material adverse effect on our business. There were two individual commercial customers in the three and nine month periods ended September 30, 2022, attributable for 33.2% and 28.8% of total revenue compared to 25.4% of total revenue for two individual commercial customers and 18.4% of total revenue for one individual commercial customer for the same periods in 2021. The Company’s similar product and service offerings are not viewed as individual segments, as its management analyzes the business as a whole and expenses are not allocated to each product offering.

Gross Profit. Gross profit was $1.2 million and $3.3 million or 54.6% and 53.8% of revenues for the three and nine month periods ended September 30, 2022, compared to $0.9 million and $2.8 million or 48.4% and 50.4% of revenues for the three and nine month periods ended September 30, 2021. Gross profit as a percentage of revenues is impacted by several factors, including shifts in product mix, changes in channel of distributions, revenue volume, pricing strategies, and fluctuations in revenues of integrated third-party products.

Sales and Marketing. Sales and marketing expenses were $1.7 million and $4.5 million or 78.1% and 73.7% of revenues for the three and nine month periods ended September 30, 2022, compared to $3.5 million and $9.4 million or 194.2% and 166.5% of revenues for the three and nine month periods in 2021. The anticipated revenues from our INTRUSION Shield product have been slower than originally expected and as a result we had made certain cost reduction measures such as staff reductions and lower attendance at trade events. We continue practicing certain cost saving measures implemented in 2021, such as a reduction in force as well as negotiations with certain contractors and vendors to appropriately align our expenses with our revenue trends.

Research and Development. For the three and nine month periods ended September 30, 2022, research and development expenses were $1.5 million and $4.6 million or 66.4% and 75.5% of revenues compared to $1.9 and $4.9 million or 102.4% and 86.3% of revenues for the three and nine month period ended September 30, 2021. During the quarter ended June 30, 2022, the Company began capitalization of internally developed software development and enhancements. Research and development costs associated with preliminary stages of development are expensed in the period in which they are incurred. Research and development expenses may vary in the future, mainly dependent on levels of research and development labor expense charged to direct labor.

General and Administrative. General and administrative expenses were $1.9 million and $6.0 million or 84.5% and 98.0% of revenues for the three and nine month periods ended September 30, 2022, compared to $1.6 million and $4.3 million or 87.5% and 75.7% of revenues for the three and nine month periods ended September 30, 2021. The increase in general and administrative expenses is primarily due to legal costs increasing by $0.6 million related to ongoing lawsuits and consulting fees increasing by $0.4 million during for the nine months ended September 30, 2022, when compared to the same periods in 2021. Both the increases in legal costs and consulting fees are considered non-recurring costs.

Interest Expense. Our interest expense consists primarily of interest related to the Streeterville notes payable entered into in March and June of 2022 and related debt issuance cost amortization as well as interest expense from finance leases. Interest expense will vary in the future based on our cash flow and borrowing needs.

Interest and Other Income. Interest and other income were $2.0 million for both the three and nine month periods ended September 30, 2022, compared to negligible amounts of interest and other income for the three months ended September 30, 2021, and $0.1 million interest and other income for the nine months ended September 30, 2021. The increase in other income in 2022 was a result the Company amending its IRS 941’s to claim the ERC for all periods the Company was eligible in the quarter ended September 30, 2022.

Gain on Extinguishment of Lease and Debt. The Company recorded a gain of $0.4 million during the nine months ended September 30, 2022, for $0.4 million relating to the settlement of our lease abandonment lawsuit, compared to gain of $0.6 million for the nine months ended September 30, 2021, for the extinguishment of debt associated with the forgiveness of our SBA PPP loan principal and accrued interest.

As of September 30, 2022, we had cash and cash equivalents of $6.9 million, up from $4.1 million as of December 31, 2021, and working capital of ($3.0) million compared to $2.1 million as of December 31, 2021. Our primary source of cash for funding operations and growth has been from $9.3 million in net proceeds received from the issuance of notes payable, $3.3 million in net proceeds received from our registered direct offering and $1.9 million in net proceeds received from our at-the-market program in 2022. Subsequent to September 30, 2022, we received $1.2 million in proceeds from our delayed closings from our registered direct offering. We can elect to make redemptions payments on our note payable with cash on hand or shares of common stock. Payment in common stock would result in dilution to existing stockholders. If we are not able to obtain additional debt or equity financings on terms and conditions acceptable to us, our operations do not generate positive cash flows in the upcoming year, we may be unable to implement our business plan, fund our liquidity needs, or continue our operations.

We entered into a securities purchase agreement with Streeterville Capital, LLC on March 10, 2022, pursuant to which, among other things, Streeterville Capital, LLC (i) purchased an unsecured promissory note (“First Note”) in the aggregate principal amount totaling $5.4 million in exchange for $5.0 million less certain expenses and (ii) agreed to purchase another unsecured promissory note at the Company’s election (“Second Note” and, together with First Note, the “Notes”) in aggregate principal amount totaling $5.4 million in exchange for $5.0 million. On June 29, 2022, we received the funding from the Second Note. In total, the Company received $9.3 million in net proceeds in connection with the issuance of the two Notes and has and will use the proceeds from such issuance for general corporate purposes.

In August of 2021, we engaged B. Riley Securities, Inc. to act as sales agent under our at-the-market program, which allows us to potentially sell up to $50.0 million of our common stock on a delayed or continuous basis using a shelf-registration statement on Form S-3, which we initially filed on August 5, 2021. The shelf registration became effective on August 16, 2021. During 2022 we have received proceeds of $1.9 million net of fees from the sale of common stock from this program. The Company intends to continue making sales of common stock under this program in a manner consistent with past practice with the exception that the Company may not sell shares under the program at prices less than $4.17 per shares until November 14, 2022.

On September 12, 2022, we entered in a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers to issue and sell to the purchasers an aggregate of 1,378,677 shares of our common stock (the “Shares”) each of which was coupled with a warrant to purchase one share of common stock (the “Warrants”) at an aggregate offering price of $4.29 per share and warrant, such offering is hereinafter referred to as our “registered direct offering”. Each warrant has an exercise price of $5.22 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions and is exercisable from the date of its issuance through September 14, 2027. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the purchasers, indemnification obligations of the Company, other obligations of the parties and termination provisions. Pursuant to the Purchase Agreement and separate lock-up agreements, the Company has agreed to certain restrictions on the issuance and sale of shares of the Company’s securities, and the Company’s directors and officers have agreed to certain restrictions on the sale of the Company’s securities, in each case, for a period of 60 days following the date of the Purchase Agreement, subject to certain exceptions. As of September 30, 2022, the Company had received $4.0 million from its registered direct offering. Subsequent to September 30, 2022, the Company received an additional $1.2 million in proceeds from delayed closings of its registered direct offering. On November 10, 2022, the Company, reached an agreement with the sole remaining delayed basis investor in the registered direct offering to reduce the purchaser’s subscription by $0.7 million and, accordingly, reduce the Company’s obligation to issue securities. Following the final closing, the Company had received from its registered direct offering total aggregate proceeds of $5.2 million in exchange for the issuance of an aggregate of 1,212,593 shares of common stock and warrants to purchase 1,212,593 shares of common stock.

For the nine months ended September 30, 2022, net cash used in operating activities was $9.6 million, as a result of net loss of $11.0 million adjusted for non-cash charges of $1.5 million, and net cash outflow of $0.1 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $0.9 million in depreciation and amortization, $1.1 million in stock-based compensation, and $1.6 million in amortization of debt issuance costs and related non-cash interest offset by $2.0 in employee retention credits and $0.4 million in gain on lease termination. Net cash used in operations for the nine months ended September 30, 2021, was $12.8 million primarily as a result of net loss of $15.0 million adjusted for non-cash charges of $1.1 million, and net cash inflow of $1.1 million from changes in operating assets and liabilities.

For the nine months ended September 30, 2022, net cash used in investing activities was $1.1 million, which was primarily the result the capitalization of software development and additions to property and equipment of hardware utilized to administer our INTRUSION Shield products. Net cash used by investing activities, for the nine months ended September 30, 2021, was $1.1 million primarily because of additions to property and equipment.

For the nine months ended September 30, 2022, net cash generated in financing activities was $13.5 million primarily related to $9.3 million in net proceeds from the issuance of the two promissory notes under a securities purchase agreement we entered into with Streeterville Capital, LLC, $3.3 million in net proceeds from the sale of Shares and Warrants pursuant to our registered direct offering and $1.9 million net proceeds from our at-the-market program. For the nine months ended September 30, 2021, net cash provided by financing activities was $4.4 million, which was primarily from net proceeds from our at-the-market program.

Our condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

During the quarter ended June 30, 2022, the Company began capitalization of internally developed software due to implementing the Agile software development methodology which allowed the Company to accurately track and record costs associated with new software development and enhancements.

Certain development costs related to the Company’s products during the application development stage are capitalized. Costs incurred in the preliminary stages of development are expensed as incurred. The preliminary stage includes such activities as conceptual formulation of alternatives, evaluation of alternatives, determination of existence of needed technology, and final selection of alternatives. Once the application development stage is reached, internal and external costs are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are recorded as part of property and equipment. Capitalized internal use software is amortized on a straight line basis over its estimated useful life, which is generally three years, and is recorded as operating expenses in the Condensed Consolidated Statement of Operations.

We believe the critical accounting policies and estimates discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 18, 2022, pursuant to Rule 424(b) under the Securities Act, reflect our more significant judgments and estimates used in the preparation of the condensed consolidated financial statements. There have been no other significant changes to our critical accounting policies and estimates as filed in such report.

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we must apply our reasonable judgment in evaluating the cost-benefit relationship of potential disclosure controls and procedures.

As of September 30, 2022, our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures and concluded that the disclosure controls and procedures were effective.

There have not been any changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On April 16, 2021, a purported class action lawsuit was filed in the United States District Court, Eastern District of Texas, Sherman Division, captioned Celeste v. Intrusion Inc. et al., Case No. 4:21-cv-00307 (E.D. Tex.) against the Company, the Company’s now-former chief financial officer, and now-former chief executive officer alleging, among other things, that the defendants made false and/or misleading statements or omissions about the Company’s business, operations, and prospects in violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act. The Celeste lawsuit claims compensatory damages and legal fees.

On May 14, 2021, a related purported class action lawsuit was filed in the United States District Court, Eastern District of Texas, Sherman Division, captioned Neely v. Intrusion Inc., et al., Case No. 4:12-cv-00374 (E.D. Tex.) against the Company, the Company’s now-former chief financial officer, and now-former chief executive officer. The Neely lawsuit alleges the same violations under the federal securities laws as those alleged in the Celeste lawsuit. The Neely lawsuit also seeks compensatory damages and legal fees.

On November 23, 2021, the Court consolidated the Celeste and Neely actions, and appointed a lead plaintiff and lead plaintiff’s counsel. The lead plaintiff filed his amended complaint on February 7, 2022. The amended complaint named the following additional parties as named defendants: Mr. Michael Paxton, a former director and executive officer; Mr. Gary Davis, a former officer; Mr. Joe Head, our current chief technology officer and a former director; and Mr. James Gero, a current director and chair of our compensation committee.

The parties to the consolidated action held a mediation on April 5, 2022, at the conclusion of which the parties executed a settlement term sheet setting forth the material terms associated with the resolution of the action. On August 17, 2022, the Court provided preliminary approval of the settlement agreement.

On August 8, 2021, the Company received a notification from the Securities and Exchange Commission, Division of Enforcement, that it was conducting an investigation captioned In the Matter of Intrusion Inc. and requesting the Company produce certain documents and information. On November 9, 2021, the Securities and Exchange Commission served a subpoena on the Company in connection with this investigation which formally requested substantially similar information as in the prior request. The Company is continuing to comply with the requests and is cooperating in the investigation. The Company can offer no assurances as to the outcome of this investigation or its potential effect on the Company or its results of operations.

On June 3, 2022, a verified stockholder derivative complaint was filed in U.S. District Court, District of Delaware by plaintiff Nathan Prawitt (the “Plaintiff Stockholder”) on behalf of Intrusion against certain of the Company’s current and former officers and directors, including Jack B. Blount, Michael L. Paxton, B. Franklin Byrd, P. Joe Head, Gary Davis, James F. Gero, Anthony Scott, Anthony J. LeVecchio, Katrinka B. McCallum, Jamie M. Schnur, and Gregory K. Wilson (the “Defendants”). Plaintiff alleges that Defendants through various actions breached their fiduciary duties, wasted corporate assets, and unjustly enriched Defendants by (a) incurring costs and expenses in connection with the ongoing SEC investigation, (b) incurring costs and expenses to defend the Company with respect to the consolidated class action, (c) settling class-wide liability with respect to the consolidated class action, as well as ancillary claims regarding sales of our common stock by certain of the Defendants. The Plaintiff is seeking unspecified damages from the Defendants on behalf of the Company, remedial actions and improvements in the Company’s corporate governance and internal control policies, restitution from certain Defendants for proceeds from sales of the Company’s common stock, and costs and expenses for various legal and investigative costs related to the SEC investigation and the consolidation class action settlement. While the Company is not a named defendant, but a nominal plaintiff in the stockholder derivative claim, the Company will be providing financial and other assistance for each of the Defendants that we are obligated to provide under our Articles of Incorporation, our Bylaws, and the individual indemnification agreements that are in effect between the Company and each of the Defendants.

We are providing the following information regarding changes that have occurred to previously disclosed risk factors from our Annual Report on Form 10-K for the year ended December 31, 2021. In addition to the other information set forth below and elsewhere in this report, you should consider the factors discussed under the heading “Risk Factors” in our quarterly reports on Form 10-Q for the quarters ended March 31, 2022, and June 30, 2022, filed on May 13, 2022, and August 4, 2022. The risks described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

We may not be able to implement our current business plan unless we are able to raise additional funds through additional public or private financings.

As of September 30, 2022, we had cash and cash equivalents of $6.9 million and working capital of ($3.0) million compared to cash and cash equivalents of $4.1 million and working capital of $2.1 million as of December 31, 2021. Our primary source of cash for funding operations and growth in 2022 has come from net proceeds received from issuance of a note payable, from our registered direct offering, and from our at-the-market program in an aggregate amount of approximately $16.4 million. Our new INTRUSION Shield suite of products may take time to achieve market penetration which could negatively impact future revenues and results of operations. If we are not able to obtain additional debt or equity financings on terms and conditions acceptable to us, we may be unable to implement our business plan, fund our liquidity needs, or continue our operations.

On May 24, 2022, the Company issued 75,188 shares of its common stock pursuant to a transaction that qualified under section 4(2) as a transaction exempt from the registration requirements of the Securities Act of 1933, as amended. These shares were issued to Purple Plaza, LLC, as partial consideration for a confidential settlement agreement between the Company and Purple Plaza.

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, thereunto duly authorized.

i ☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended i September 30, 2022

OR

i ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number i 001-39608

i Delaware	i 75-1911917
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common Stock, par value $0.01 per share	i INTZ	i Nasdaq Capital Market

Large, accelerated filer	☐	Accelerated filer	☐
i Non-accelerated Filer	☒	Smaller reporting company	i ☒
		Emerging growth company	i ☐



	September 30, 2022			December 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents	$	i 6,906		$	i 4,100
Accounts receivable		i 916			i 1,034
Prepaid expenses and other assets		i 2,858			i 356
Total current assets		i 10,680			i 5,490
Noncurrent Assets:
Property and equipment:
Equipment		i 2,740			i 2,517
Capitalized software development		i 890			i –
Furniture and fixtures		i 43			i 43
Leasehold improvements		i 67			i 67
Property, Plant and Equipment, gross		i 3,740			i 2,627
Accumulated depreciation and amortization		( i 1,994	)		( i 1,567	)
Property and equipment, net		i 1,746			i 1,060
Finance leases, right-of-use assets, net		i 1,211			i 1,709
Operating leases, right-of-use assets, net		i 581			i 808
Other assets		i 137			i 166
Total noncurrent assets		i 3,675			i 3,743
TOTAL ASSETS	$	i 14,355		$	i 9,233

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable, trade	$	i 1,156		$	i 718
Accrued expenses		i 1,114			i 534
Finance lease liabilities, current portion		i 667			i 644
Operating lease liabilities, current portion		i 315			i 935
Notes payable, current portion		i 9,574			–
Deferred revenue		i 869			i 560
Total current liabilities		i 13,695			i 3,391

Noncurrent Liabilities:
Notes payable, noncurrent portion		i 844			i –
Finance lease liabilities, noncurrent portion		i 67			i 673
Operating lease liabilities, noncurrent portion		i 290			i 1,250
Total noncurrent liabilities		i 1,201			i 1,923

Commitments and Contingencies - See Note 9		–			–

Stockholders’ Equity:
Preferred stock, $ i i 0.01 / par value: Authorized shares – i i 5,000 / Issued shares – i i 0 / in 2022 and 2021		i –			i –
Common stock $ i i 0.01 / par value: Authorized shares – i i 80,000 / ; Issued shares – i 20,883 in 2022 and i 19,135 in 2021; Outstanding shares – i 20,873 in 2022 and i 19,125 in 2021		i 209			i 191
Common stock held in treasury, at cost – i i 10 / shares		( i 362	)		( i 362	)
Additional paid-in capital		i 90,787			i 84,230
Accumulated deficit		( i 91,132	)		( i 80,097	)
Accumulated other comprehensive loss		( i 43	)		( i 43	)
Total stockholders’ equity		( i 541	)		i 3,919
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	i 14,355		$	i 9,233

Intrusion Inc. – ‘10-Q’ for 9/30/22

On: Monday, 11/14/22, at 8:55am ET · For: 9/30/22 · Accession #: 1683168-22-7618 · File #: 1-39608

Previous ‘10-Q’: ‘10-Q’ on 8/4/22 for 6/30/22 · Next: ‘10-Q’ on 5/15/23 for 3/31/23 · Latest: ‘10-Q’ on 11/14/23 for 9/30/23 · 3 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Previous Filings that this Filing References

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements	3

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2022, and December 31, 2021	3

Unaudited Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2022, and 2021	4

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine month periods ended September 30, 2022, and 2021	5

Unaudited Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2022, and 2021	6

Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 4. Controls and Procedures	23

PART II – OTHER INFORMATION	24

Item 1. Legal Proceedings	24

Item 1A. Risk Factors	25

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	25

Item 6. Exhibits	25

Signature Page	26


	Nine Months Ended
	September 30, 2022			September 30, 2021
Operating Activities:
Net Loss	$	( i 11,035	)	$	( i 14,951	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		i 925			i 466
Bad debt expense		i –			i 26
Stock-based compensation		i 1,106			i 1,072
Non-cash lease costs		i 227			i 169
Amortization of debt issuance costs		i 590			i –
Non-cash interest on notes payable		i 1,038			i –
Employee retention credit		( i 2,000	)		i –
Gain on extinguishment of debt		i –			( i 635	)
Gain on termination/modification of lease		( i 385	)		( i 17	)
Changes in Operating Assets and Liabilities:
Accounts receivable		i 118			i 159
Prepaid expenses and other assets		( i 473	)		( i 273	)
Accounts payable and accrued expenses		i 1,018			i 646
Operating lease liabilities		( i 995	)		( i 82	)
Deferred revenue		i 309			i 645
Net cash used in operating activities		( i 9,557	)		( i 12,775	)

Investing Activities:
Capitalization of software development		( i 890	)		i –
Purchases of property and equipment		( i 223	)		( i 1,048	)
Proceeds from sale of equipment		i –			i 1
Purchases of intangible assets – domain name		i –			( i 85	)
Net cash used in investing activities		( i 1,113	)		( i 1,132	)

Financing Activities:
Proceeds from notes payable, net of original issue discount		i 10,000			i –
Payment of debt issue costs		( i 710	)		i –
Principal payment on notes payable		( i 500	)		i –
Proceeds from stock options exercised		i 66			i 244
Proceeds from public stock offering, net of fees		i 1,891			i 4,751
Proceeds from registered direct offering, net of fees		i 3,312			i –
Reduction of finance lease liability		( i 583	)		( i 639	)
Net cash provided by financing activities		i 13,476			i 4,356

Net increase (decrease) in cash and cash equivalents		i 2,806			( i 9,551	)
Cash and cash equivalents at beginning of period		i 4,100			i 16,704
Cash and cash equivalents at end of period	$	i 6,906		$	i 7,153

SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:
Cash paid for interest	$	i 30		$	i 3

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for lease termination	$	i 200		$	i –
Assets acquired under a right of use (“ROU”) operating lease	$	i –		$	i 212
Assets acquired under a ROU finance lease	$	i –		$	i 1,820

Schedule of stock option activities
	September 30, 2022
	Number of Options			Weighted-Average Exercise Price
Outstanding at beginning of year		i 617,273		$	i 6.47
Granted		i 233,500			i 3.71
Exercised		( i 96,000	)		i 0.68
Forfeited		( i 150,834	)		i 7.88
Expired		( i 22,666	)		i 9.26
Outstanding at September 30, 2022		i 581,273		$	i 6.23
Options exercisable at September 30, 2022		i 278,271		$	i 4.25

	i)	identification of the contract with a customer;

	ii)	identification of the performance obligations in the contract;

	iii)	determination of the transaction price;

	iv)	allocation of the transaction price to each separate performance obligations; and

	v)	recognition of revenue upon satisfaction of a performance obligation.

	·	Access to Intrusion’s proprietary software and database to detect and prevent unauthorized access to its clients’ information networks;

	·	Use of all software, associated media, printed materials, data, files, online documentation, and any equipment that Intrusion provides for customers to access the INTRUSION Shield; and

	·	Tech support, post contract customer support (PCS) includes daily program releases or corrections provided by Intrusion without additional charge.

Schedule of contract liability
	September 30, 2022			December 31, 2021
Balance at beginning of period	$	i 560		$	i 177
Additions		i 1,718			i 1,953
Revenue recognized		( i 1,409	)		( i 1,570	)
Balance at end of period	$	i 869		$	i 560

	·	Computer hardware and copy machines- The Company’s finance lease right-of-use assets consist of computer hardware and copy machines. These leases have a three-year life and are in various stages of completion.

	·	Office space - The Company’s operating lease right-of-use assets include its rental agreements for its offices in Plano, TX, and a data service center in Allen, TX. The Plano offices operating lease liability was modified in 2021, to add an additional floor of office space and terminate the prior lease. The modified lease has a life of one year and one month as of September 30, 2022. The data service center operating lease liability has a life of three years and one month as of September 30, 2022.

	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Revenue		100.0%		100.0%		100.0%		100.0%

Cost of revenue		45.4%		51.6%		46.2%		49.6%

Gross profit		54.6%		48.4%		53.8%		50.4%

Operating expenses:
Sales and marketing		78.1%		194.2%		73.7%		166.5%
Research and development		66.4%		102.4%		75.5%		86.3%
General and administrative		84.5%		87.5%		98.0%		75.7%

Operating loss		-174.4%		-335.8%		-193.4%		-278.1%

Interest and other income		91.3%		1.0%		32.9%		1.5%
Interest expense		-48.4%		-0.4%		-27.2%		-0.2%
Gain on the extinguishment of debt		–		–		–		11.3%
Gain on lease termination		-1.6%		–		6.3%		–

Net loss		-133.0%		-335.2%		-181.3%		-265.5%

3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 15, 2010)
3.2	Corporate Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 10-K filed on March 21, 2001)
4.1	Form of Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on September 12, 2022)
10.1	Securities Purchase Agreement between the Registrant and the Purchasers identified on the signature pages thereto, dated September 12, 2022 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on September 12, 2022)
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
32.1	Certification Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

	INTRUSION INC.

Date: November 14, 2022	/s/ *Anthony Scott*
	Anthony Scott
	Chief Executive Officer



Date: November 14, 2022	/s/ *Kimberly Pinson*
	Kimberly Pinson
	Chief Financial Officer, (Principal Financial & Accounting Officer)

This ‘10-Q’ Filing	Date	Other Filings

	9/14/27
	11/30/22
Filed on:	11/14/22
	11/10/22
	11/7/22
For Period end:	9/30/22
	9/14/22	424B5
	9/12/22	8-K
	8/17/22
	8/4/22	10-Q, 424B5, 8-K
	6/30/22	10-Q
	6/29/22	8-K
	6/3/22
	5/31/22
	5/24/22	4, 8-K, DEF 14A, PRE 14A
	5/13/22	10-Q
	4/5/22	8-K, PRE 14A
	3/31/22	10-Q
	3/18/22	10-K
	3/10/22	8-K
	2/7/22
	12/31/21	10-K
	11/23/21
	11/9/21
	9/30/21	10-Q
	8/16/21	EFFECT
	8/8/21
	8/5/21	8-K, S-3
	5/14/21
	4/16/21
	2/16/21	SC 13G/A
	4/1/20
	6/15/10	8-K
	3/21/01	10-K405, DEF 14A
		List all Filings

Intrusion Inc. – ‘10-Q’ for 9/30/22

On: Monday, 11/14/22, at 8:55am ET · For: 9/30/22 · Accession #: 1683168-22-7618 · File #: 1-39608

Quarterly Report — Form 10-QFiling Table of Contents

‘10-Q’ — Quarterly ReportDocument Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Previous Filings that this Filing References

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents