Item 1.01 Entry into a Material Definitive Agreement.

On February 23, 2023, Intrusion Inc. (the "Company") entered into a note purchase agreement with Streeterville Capital, LLC ("Streeterville"), pursuant to which, among other things, Streeterville purchased from the Company a promissory note (the "Note") in the aggregate principal amount of $1.4 million plus certain reimbursed expenses in exchange for $1.3 million to the Company. Under the Note, the Company shall make principal payments to Streeterville in the amount $50,000 per week each week prior to its maturity on March 31, 2023. No interest accrues on the balance of the Note prior to its maturity. In connection with the issuance of the Note, the Company and Streeterville also entered into a security agreement, which provides, according to its terms, a security interest in all employee retention credits or other funds, earned, owed or otherwise payable to Intrusion under the Cares Act.

The Company has previously issued certain promissory notes to Streeterville, as described in the Company's Current Reports on Form 8-K filed on March 10, 2022 and January 17, 2023.

A copy of the note purchase agreement, the Note and the security agreement are attached hereto as Exhibits 10.1, 4.1 and 10.2, respectively, and incorporated herein by reference. The foregoing description of the terms of each such agreement is qualified in its entirety by reference to the applicable agreement's full text.

Item 2.03 Creation of Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement by a Registrant

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance of shares of Common Stock pursuant to the notes, if any, will be made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering.

Item 9.01. Financial Statements and Exhibits.





(d) exhibits

4.1 Promissory Note, dated February 23, 2023 (included in Exhibit 10.1 below) 10.1 Note Purchase Agreement, dated February 23, 2023 10.2 Security Agreement, dated February 23, 2023 (included in Exhibit 10.1 above) 104 Cover Page Interactive Data File-the cover page interactive data file does


     not appear in the Interactive Data File because its XBRL tags are embedded
     within the Inline XBRL document.








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