Intrusion : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on or about September 14, 2022, Intrusion Inc. (the "Company") issued certain common stock purchase warrants to purchase up to 60,629 shares of common stock (collectively, the "September 2022 Warrants"). Also, as previously disclosed on or about November 8, 2023, the Company issued certain common stock purchase warrants to purchase up to 435,937 shares of common stock (the "November 2023 Warrants," with the September 2022 Warrants, collectively, the "Warrants"). On April 1, 2024, the Company's Board of Directors approved entry into an inducement letter that provides, during the period beginning on April 2, 2024 and continuing through April 23, 2024, for the lowering of the exercise price of the Warrants and, for each share of common stock exercised under the Warrants, providing the participating Warrant holder with a new warrant (the "New Warrant") for that same number of shares of common stock. The reduced exercise price of the Warrants is $3.04, which includes $0.13 per share that is attributable to the purchase price of the New Warrant, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The New Warrant has an exercise price of $2.91 with an exercise period of five years.

On April 8, 2024, certain holders of the Warrants exercised at the reduced exercise price of $3.04, which resulted in (i) the issuance in the aggregate of 180,668 shares of the Company's common stock, (ii) an aggregate cash payment to the Company of $549,230.72, and (iii) the issuance of New Warrants that in the aggregate when exercised pursuant to the terms thereunder would result in the issuance of an additional 180,668 shares of the Company's common stock. The offering of shares of the Company's common stock issued upon the exercise of such Warrants and underlying the New Warrants was undertaken pursuant to the exemption from registration provided in Rule 506(b) under Regulation D pursuant to the Securities Act of 1933, as amended.