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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/09/21 Intrusion Inc. 8-K:5 8/03/21 12:300K GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-99.1 Press Release HTML 44K 8: R1 Cover HTML 48K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- intrusion_i8k_htm XML 17K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.DEF XBRL Definitions -- intz-20210803_def XML 72K 5: EX-101.LAB XBRL Labels -- intz-20210803_lab XML 101K 6: EX-101.PRE XBRL Presentations -- intz-20210803_pre XML 69K 3: EX-101.SCH XBRL Schema -- intz-20210803 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K 12: ZIP XBRL Zipped Folder -- 0001683168-21-003352-xbrl Zip 25K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i August 3, 2021
i INTRUSION INC.
(Exact Name of Registrant as Specified in Charter)
| i Delaware (State or other jurisdiction of incorporation) |
i 000-20191 (Commission File Number) |
i 75-1911917 (I.R.S. Employer Identification Number) |
| i 75074 (Zip code) |
( i 415) i 845-9964
(Registrant’s telephone number, including area code)
i 101 East Park Blvd,
Suite 1300, Plano, Texas 75074
(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:
Securities registered pursuant to Section 12(b) of the Act:
| 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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. ¨
C:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2021, Jack B. Blount resigned his position on the Board of Directors (the “Board”) of Intrusion, Inc. (the “Company”), effective as of that date. Contemporaneously with his resignation, the Company entered into a Severance Agreement and General Release with Mr. Blount, effective as of July 19, 2021, which was the last date of Mr. Blount’s tenure as the Company’s President and Chief Executive Officer. In exchange for a release together with certain confidentiality, non-solicitation, and non-compete provisions, the Company will remit payment of a total of $200,000 to Mr. Blount over a six month period. A copy of the Severance Agreement and General Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On August 4, 2021, the Board appointed Anthony J. LeVecchio, currently its Chair, as the Company’s “Executive Chairman of the Board” to act as the Company’s “principal executive officer,” as that term is defined under the rules and regulations promulgated by the Securities and Exchange Commission. Mr. LeVecchio, age 73, has served on the Board and as Board Chair since August 6, 2020. He is President and Owner of The James Group, Inc., a general business consulting firm that has advised CEOs across a wide range of industries in both public and private companies. Prior to forming The James Group in 1988, Mr. LeVecchio was the Senior Vice President and Chief Financial Officer for VHA Southwest, Inc., a regional healthcare system. Previous to that, Mr. LeVecchio held financial management positions with Philips Information Systems, Exxon Office Systems and Xerox Corporation. Mr. LeVecchio has served on the board of over 20 private companies ranging from pre-revenue startups to companies with over $100 million in annual revenues. In this capacity, he has guided companies through all phases of corporate growth including startup operations; achieving profitability; asset, debt, and equity financing; merger and acquisitions and implementation of corporate governance best practices. His previous board experience includes serving as Chairman of the Board of LegacyTexas Bank (Nasdaq) and as Co-chairman of the Board for UniPixel, Inc. (Nasdaq). Mr. LeVecchio has also served on boards for Microtune, Inc., DG FastChannel, Inc., Maxum Health, Inc., Medical Alliance and ASDS. There are no compensation arrangements with Mr. LeVecchio in connection with his service as Executive Chairman of the Board other than for his board service in general, and no related party transactions between Mr. LeVecchio and the Company as defined in Item 404(a) of Regulation SK. There are no family relationships between Mr. LeVecchio and any other director, executive officer or person nominated or chosen to be a director or executive officer of the Company.
The Company considers Mr. LeVecchio’s role as Executive Chairman of the Board as an interim position while the Company searches for a permanent chief executive officer. While Mr. LeVecchio is serving in this interim role, he will not participate as a member of either the Company’s Audit Committee or it Compensation Committee.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Severance Agreement and General Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
| C: 2 |
SIGNATURES
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.
Dated: August 9, 2021
| INTRUSION INC. | |
| By: /s/ B. Franklin Byrd | |
| B. Franklin Byrd | |
| Chief Financial Officer |
C:
| C: 3 |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/9/21 | |||
| 8/4/21 | ||||
| For Period end: | 8/3/21 | |||
| 7/19/21 | 8-K | |||
| 8/6/20 | 3, 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/14/22 Intrusion Inc. 424B5 1:470K GlobalOne Filings Inc/FA |