Table of Contents

As filed with the U.S. Securities and ExchangeCommission on December 8, 2023

Registration No. 333-[__]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

INTRUSION INC.

(Exact name of registrant as specified in its charter)

101 East Park Blvd, Suite 1200

Plano, Texas 75074

Telephone: (972) 234-6400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Anthony Scott

Chief Executive Officer

Intrusion Inc.

101 East Park Blvd, Suite 1200

Plano, Texas 75074

Telephone: (972) 234-6400

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

Copies to:

Laura Anthony, Esq.

Craig D. Linder, Esq.

Anthony L.G., PLLC

1700 Palm Beach Lakes Blvd., Suite 820

West Palm Beach, Florida 33401

Telephone: (561) 514-0936

Approximate date of commencement of proposed saleto the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on thisForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 checkmarket if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registrationstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a)may determine.

The information in this preliminary prospectusis not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities andExchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offerto buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECTTO COMPLETION DATED DECEMBER 8, 2023

Preliminary Prospectus

Intrusion Inc.

4,359,374 Shares of Common Stock, Warrantsto Purchase 8,718,748 Shares of Common Stock and

Up to 8,718,748 Shares of Common Stock Underlyingthe Warrants

This prospectus relates to the resale from timeto time by the Selling Securityholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest)(collectively, the “Selling Securityholders”) of up to an aggregate of 13,078,122 shares (the “Resale Shares”)of our common stock, par value $0.01 per share (“Common Stock”), issued to the Selling Securityholders on November 8, 2023pursuant to the Purchase Agreement (as defined and described below), consisting of:

This prospectus relates to the offer and resalefrom time to time by the Selling Securityholders of 8,718,748 Warrants.

Each of the Warrants will have an exerciseperiod of 60 months from the date of issuance. The exercise price of the Warrants is $0.60 per share, subject to adjustments as set forthin the Warrant. We will not effect any exercise of the Warrants, and a Selling Securityholder shall not have the right to exercise anyportion of the Warrant, to the extent that after giving effect to such issuance after exercise of the Warrant, the Selling Securityholder(together with their affiliates, and any other persons acting as a group together with the holder or any of their affiliates would beneficiallyown in excess of 4.99% (or, upon election by a holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the CommonStock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant.

We sold the Securities to the Selling Securityholderspursuant to a Securities Purchase Agreement between us and the Selling Securityholders dated November 8, 2023, as more fully describedin this prospectus (the “Purchase Agreement”). See “Recent Developments – Sale of Common Stock and Warrants”for a description of the Purchase Agreement and the Securities and the “Selling Securityholders” for additional informationregarding the Selling Securityholders. The prices at which the Selling Securityholders may sell the Common Stock will be determined bythe prevailing market price for the shares or in negotiated transactions.

We will not receive any of the proceeds from thesale of the Common Stock or Warrants owned by the Selling Securityholders but we will receive any proceeds from the exercise of the Warrantsfor cash. Each Warrant entitles the holder thereof to purchase two shares of our Common Stock at a price of $0.60 per share (the “WarrantExercise Price”). If the price of our Common Stock remains below the Warrant Exercise Price, holders of the Warrants will be unlikelyto cash exercise their Warrants, resulting in no cash proceeds to us. See “Use of Proceeds” beginning on page 14 of this prospectus.We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliancewith state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributableto their sale of securities. See “Plan of Distribution” beginning on page 19 of this prospectus.

The Resale Shares represent a substantial percentageof our total outstanding Common Stock as of the date of this prospectus. The Resale Shares being offered for resale in this prospectusrepresent approximately 38% of our current total outstanding shares of Common Stock. The sale of all securities being offered in thisprospectus could result in a significant decline in the public trading price of our Common Stock.

The Selling Securityholders may sell the sharesof our Common Stock described in this prospectus in a number of different ways and at varying prices. Each of the Selling Securityholdersmay be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the“Securities Act”).

Our Common Stock is listed on the Nasdaq CapitalMarket under the symbols “INTZ”. On December 7, 2023, the closing price of our Common Stock was $0.284 per share as reportedby Nasdaq.

There is no established trading market for theWarrants. We do not intend to list the Warrants on any securities exchange or other trading market. We do not expect an active tradingmarket to develop for the Warrants. Without an active trading market, the liquidity of these securities will be limited.

We are a “smaller reporting company,”as defined under the U.S. federal securities laws and, as such, we have elected to comply with certain reduced public company reportingrequirements for this prospectus and future filings.

Investing in our securities isspeculative and involves a high degree of risk. You should carefully consider the risk factors beginning on page 11 of thisprospectus before investing in our securities.

Neither the Securities and Exchange Commission(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectusis truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _____________, 2023.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

The registration statement of which this prospectusforms a part that we have filed with the Securities and Exchange Commission, or SEC, includes exhibits that provide more detail of thematters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC before making your investmentdecision.

You should rely only on the information providedin this prospectus or in a prospectus supplement or any free writing prospectuses or amendments thereto. Neither we nor the placementagent have authorized anyone else to provide you with different information. We do not take any responsibility for, and can provide noassurance as to the reliability of, any information that others may provide to you. If anyone provides you with different or inconsistentinformation, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof,regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operationsand prospects may have changed since that date.

We are not offering to sell or seeking offersto purchase these securities in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other thanin the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, andobserve any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States.

Unless the context otherwise requires, referencesin this prospectus to “Intrusion,” “the Company,” “we,” “us” and “our” referto Intrusion, Inc. and our subsidiaries. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear withoutthe ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extentunder applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

PROSPECTUS SUMMARY

This prospectus summary highlights certaininformation about our company and other information contained elsewhere in this prospectus or in documents incorporated by reference.This summary does not contain all of the information that you should consider before investing in our securities. You should carefullyread this entire prospectus, and our other filings with the SEC, including the following sections, which are either included herein and/orincorporated by reference herein, “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements incorporatedby reference herein, before making a decision about whether to invest in our securities.

Company Overview

Our Business

Intrusion, Inc. is a cybersecurity company basedin Plano, Texas. We offer our customers access to our exclusive threat intelligence database containing the historical data, known associations,and reputational behavior of over 8.5 billion Internet Protocol (“IP”) addresses. After years of gathering global internetintelligence and working exclusively with government entities, we released INTRUSION Shield, our first commercial product,in 2021.

For the fiscal years ended December 31, 2022 and2021, we generated revenues of approximately $7,529,000 and $7,277,000, respectively, and reported net loss of approximately $16,229,000and $18,802,000, respectively, and cash flow used in operating activities of approximately $13,190,000 and $16,557,000, respectively.For the nine months ended September 30, 2023 and 2022, we generated revenues of approximately $4,245,000 and $6,085,000, respectively,and reported net loss of approximately $11,074,000 and $11,035,000, respectively, and cash flow used in operating activities of approximately$4,779,000 and $9,557,000, respectively. As noted in our unaudited financial statements, as of September 30, 2023, we had stockholders’deficit of $11,533,000 and working capital deficit of $14,813,000. As a result of our historical recurring losses from operations, negativecash flows from operations, net working capital deficiency as well as our dependence on equity and debt financings, there is a substantialdoubt regarding our ability to continue as a going concern. See “Risk Factors-We have a history of operating losses, our managementhas concluded that there is substantial doubt about our ability to continue as a going concern and our auditor has included an explanatoryparagraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2022 and2021.”

Our Solutions

INTRUSION Shield™

INTRUSION Shield, our newest cybersecuritysolution is a Zero Trust reputation-based Security-as-a-Service (“SaaS”) solution that inspects and kills dangerous network(in and outbound) connections. What makes our approach unique is that INTRUSION Shield evaluates every packet and analyzesthe IP addresses (source and destination), as well as domain information and the ports utilized and, when combined with other threat intelligencedata reports, blocks malicious connections. Many breaches today are caused by Zero-Day and malware free compromises that may not triggeralarms in a traditional firewall or endpoint solution. INTRUSION Shield’s capabilities are designed to continuouslyevolve as the threats and landscape change over time. Unlike traditional industry approaches that rely heavily on signatures, complexrules, and human factors mitigation, which malicious actors and nation states have learned to bypass, INTRUSION Shield’sproprietary architecture isolates and neutralizes malicious traffic and network flows that existing solutions are ill equipped to handle.

In September 2022, we expanded the INTRUSIONShield product line to include the Shield Cloud and Shield End-Point solutions. The initial INTRUSION Shieldoffering released in early 2021, the Shield On-Premise solution, utilizes hardware and is placed behind a firewall in a data center. ShieldCloud extends the effectiveness of the Shield On-Premise solution to Infrastructure as a Service (IaaS), Platform as a Service (PaaS),SaaS and serverless resources in the public cloud. This product serves as a protective gateway to the cloud, providing both Zero Trustaccess to, and protecting outbound connections from, virtual hosts and serverless functions within the cloud. Shield Endpoint helps protectthe network outside of the corporate enclave and data center to include protection for remote workers, mobile, and cloud devices. Thisproduct brings the network protection of the Shield On-Premise to these remote user devices establishing a Zero Trust network, both forintra-organization connectivity and external internet connectivity.

INTRUSION TraceCop^®

INTRUSION TraceCop is a big datatool with extensive IP intelligence canvassing the entire internet. It contains what we believe to be the largest existing repositoryof reputation information on known good and known bad active IP addresses (both IPv4 and Ipv6). TraceCop contains an inventoryof network selectors and enrichments useful to support forensic investigations. The data contains a history of Ipv4 andIpv6 block allocations and transfers, historical mappings of IP addresses to Autonomous Systems (ASNs) as observed through BGP, and approximatelyone billion historically registered domain names and registration context. TraceCop contains tens of billions of historicDNS resolutions of Fully Qualified Domain Names (FQDNs or hostnames) on each of these domains. Together, the resulting data shows relationships,hosting, and attribution for internet resources. TraceCop also contains web server surveys of content, suchas natural language and topic of the content on hundreds of millions of websites and servers and OS fingerprints of services showing applicationsrunning on a given IP address. TraceCop also contains a history of threat and reputation for each hostname and IP addressover time. All these features combine to create a very effective network forensics and cybersecurity analysis tool.

INTRUSION Savant^®

INTRUSION Savant is a network monitoringsolution that leverages the rich data available in TraceCop to identify suspicious traffic in real-time. Savantuses several original patents to uniquely characterize and record all network flows. Savant is a network reconnaissanceand attack analysis tool used by forensic analysts in the DoD, Federal Government, and corporations with in-house threat research teams.For example, Savant users can create various automated rules to inspect packets matching (or not) certain criteria suchas creating a rule to ensure the Source MAC address field in the Ethernet header and Source IP address from the IP header are always thesame, failing which could indicate MAC or IP Spoofing in progress. Similarly, threat investigators can create rules using regular expressionsto analyze multiple fields in the packet headers.

Our Intellectual Property and Licenses

Our success and our ability to compete are primarilydependent upon our proprietary technology. We principally rely on a combination of contractual rights, trade secrets and copyright lawsto establish and protect our proprietary rights in our solutions. In addition, we have received two patents. We have also entered intonon-disclosure agreements with our suppliers, resellers, and certain customers to limit access to and disclosure of our proprietary information.There can be no assurance that the steps taken by us to protect our intellectual property will be adequate to prevent misappropriationof our technology or that our competitors will not independently develop technologies that are substantially equivalent or superior toour technology, although it would be extremely difficult to replicate the proprietary and comprehensive internet databases we have developedover the past 26 years.

We have entered into software and solution licenseagreements with various suppliers. These license agreements provide us with additional software and hardware components that add valueto our cybersecurity solutions. These license agreements do not provide proprietary rights that are unique or exclusive to us and aregenerally available to other parties on the same or similar terms and conditions, subject to payment of applicable license fees and royalties.We do not consider any of the solution license, software, or supplier agreements to be material to our business, instead, they are complementaryto our business and offerings.

Our Competition

The market for network and data protection securitysolutions is intensely competitive and subject to frequent introductions of new technologies, and potentially improved price and performancecharacteristics. Industry suppliers compete in areas such as conformity to existing and emerging industry standards, interoperabilitywith networking and other cybersecurity solutions, management and security capabilities, performance, price, ease of use, scalability,reliability, flexibility, features and technical support. Our principal competitors in the data mining and advanced persistent threatmarket include Niksun, NetScout, and Darktrace.

There are numerous companies competing in varioussegments of the data security market. At this time, we have little or no competitors for TraceCop; however, we believe competitorscould emerge in the future. These competitors currently perform only a portion of the functions that we can perform with TraceCop.We have been continuously collecting the TraceCop data for more than twenty years, and we believe that none of our currentor future competitors will have the ability to provide and reference this historical data. In our newest market segment, data mining andadvanced persistent threat detection, we compete directly and indirectly with companies and open-source technologies in the firewall,intrusion detection and prevention, anti-virus, network analysis, endpoint protection, and insider threat prevention areas of cybersecuritytechnology.

We believe the INTRUSION Shieldproduct line is novel and unique in our industry because of our proprietary threat-enriched big data. We believe that our INTRUSIONShield family of solutions complement our customer’s existing cybersecurity processes and third-party solutions. If theINTRUSION Shield receives widespread acceptance in the market, we anticipate that other businesses will seek to competewith INTRUSION Shield; however, we believe our existing, mature, and proprietary database which is integral to the operationof INTRUSION Shield will be difficult, if not impossible, for other companies in our industry to replicate and will be asignificant barrier to entry of competitors in the near- and long-term future of cyber security solutions.

Our Customers: Government Sales

Sales to U.S. government customers accounted for65.8% of our revenues for the year ended December 31, 2022, compared to 71.4% of our revenue in 2021 and 45.8% of our revenues for thenine months ended September 30, 2023 compared to 66.8% of our revenue in the same period in 2022. We expect to continue to derive a substantialportion of our revenues from sales to governmental entities in the future as we continue to market our products and data mining productsto the government, and we intend to market INTRUSION Shield not only to our long-standing governmental customer base butto expand our efforts to include more traditionally administrative and civilian governmental entities. Sales to government clients presentrisks in addition to those involved in sales to commercial customers that could adversely affect our revenues, including potential disruptiondue to irregularities in or interruptions to appropriation and spending patterns, delays in approving a federal budget and the government’sreservation of the right to cancel contracts and purchase orders for its convenience.

We make our sales under purchase orders and contracts.Our customers, including government customers, may cancel their orders or contracts with little or no prior notice and without penalty.Although we transact business with various government entities, we believe that the cancellation of any order in itself could have a materialadverse effect on our financial results. Because we derive and expect to continue to derive a substantial portion of our revenue fromsales to government entities, a large number of cancelled or renegotiated government orders or contracts could have a material adverseeffect on our financial results.

Third-Party Products

We currently utilize commercially available computersand servers from various vendors which we integrate with our software products for implementation into our customer networks. We do notconsider any of these third party relationships to be material to the Company’s business or results of operations.

 Customer Services

Our solution sales may include installation, operationof our technology and threat data interpretation and reporting.

Sales, Marketing and Customers

Field Sales Force. Our sales organizationfocuses on major account sales, channel partners including distributors, value added resellers (VARs) and integrators; promotes our solutionsto current and potential customers; and monitors evolving customer requirements. The field sales and technical support force providestraining and technical support to our resellers and end users and assists our customers in designing cyber secure data networking solutions.We currently conduct sales and marketing efforts from our principal office in Plano, Texas.

Resellers. Resellers such as domesticand international system integrators and VARs sell our solutions as stand-alone solutions to end users and integrate our solutions withproducts sold by other vendors into network security systems that are sold to end users. Our field sales force and technical support organizationprovide support to these resellers. Our agreements with resellers are non-exclusive, and our resellers generally sell other products andsolutions that may compete with our solutions. Resellers may place higher priority on products or solutions of other suppliers who arelarger and have more name recognition, and there can be no assurance that resellers will continue to sell and support our solutions.

Foreign Sales. Export sales didnot account for any revenue in 2022 and 2021.

Marketing. We have implemented severalmethods to market our solutions, including participation in trade shows and seminars, distribution of sales literature and solution specificationsand ongoing communication with our resellers and installed base of end-user customers.

Customers. Our end-user customersinclude United States (“U.S”) federal government, state and local government entities, large and diversified conglomerates,and manufacturing entities. Sales to certain customers and groups of customers can be impacted by seasonal capital expenditure approvalcycles, and sales to customers within certain geographic regions can be subject to seasonal fluctuations in demand.

In 2022, 65.8% of our revenue was derived froma variety of U.S. government entities through direct sales and indirectly through system integrators and resellers. These sales are attributableto seven U.S. Government customers through direct and indirect channels; three U.S government customers individually exceeded 10% of totalrevenue in 2022. A reduction in our sales to U.S. government entities could have a material adverse effect on our business and operatingresults if not replaced. Sales to U.S. government customers accounted for 45.8% of our revenues for the nine months ended September 30,2023 compared to 66.8% of our revenue in the same period in 2022. We had two commercial customers in the nine months ended September 30,2023, and 2022, that each contributed individually to more than 10% of our total revenue.

Backlog. We believe that only asmall portion of our order backlog is non-cancelable, and that the dollar amount associated with the non-cancelable portion is immaterial.Commercial orders are generally fulfilled within two days to two weeks following receipt of an order. Certain orders may be scheduledover several months, generally not exceeding one year.

Customer Support, Service and Warranty.We service, repair, and provide technical support for our solutions. Our field sales and technical support force works closely with resellersand end-user customers on-site and by telephone to assist with pre- and post- sales support services such as network security design,system installation and technical consulting. By working closely with our customers, our employees increase their understanding of end-userrequirements and are then able to provide specific input in our solution development process.

We warrant all our solutions against defects inmaterials and workmanship for periods ranging from 90 days to 36 months. Before and after expiration of the solution warranty period,we offer both on-site and factory-based support, parts replacement, and repair services. Extended warranty services are separately invoicedon a time and materials basis or under an annual maintenance contract.

Recent Developments

Amendment to Promissory Notes Issued toStreeterville Capital, LLC

On January 11, 2023, the Company entered intoan amendment (the “Amendment”) of certain promissory notes pursuant to the Securities Purchase Agreement dated March 10, 2022(the Purchase Agreement”), between the Company and Streeterville Capital, LLC, a Utah limited liability company (the “Streeterville”).The Company had previously sold and issued to Streeterville certain promissory notes, dated March 10, 2022 (“Note #1”), andJune 29, 2022 (“Note #2”) (collectively, the “Notes”) pursuant to the Purchase Agreement (the Notes and PurchaseAgreement collectively referred to as the “Transaction Documents”). The principal purpose of the Amendment was to temporarilydefer Streeterville from making redemptions under the Transaction Documents for the period beginning on January 11, 2023, and ending onMarch 31, 2023, in exchange for a fee equal to 3.75% of the outstanding balance of each of the Notes, and the Amendment made certain otheramendments to the Transaction Documents. The fee was added to the outstanding principal balance of each Note as of January 11, 2023.

Issuance of Secured Promissory Note to StreetervilleCapital, LLC

On February 23, 2023, the Company entered intoa note purchase agreement with Streeterville Capital, LLC (“Streeterville”), pursuant to which, among other things, Streetervillepurchased from the Company a secured promissory note (the “Secured Promissory 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 Secured Promissory Note, the Companyshall make principal payments to Streeterville in the amount $50,000 per week each week prior to its maturity on March 31, 2023. No interestaccrues on the balance of the Secured Promissory Note prior to maturity. In connection with the issuance of the Secured Promissory Note,the Company and Streeterville also entered into a security agreement, which provides, according to its terms, a security interest in allemployee retention credits or other funds, earned, owed or otherwise payable to the Company under the Cares Act

Repayment of Secured Promissory Note ofStreeterville Capital, LLC

On March 14, 2023, the Company repaid in fulland in advance of the maturity date the Secured Promissory Note with Streeterville Capital, LLC, dated February 23, 2023. The aggregateprincipal amount of the note was $1.4 million. The Secured Promissory Note was subject to a security agreement which provided a securityinterest in all employee retention credits (“ERC”) or other funds, earned, owed or otherwise payable to Intrusion under theCares Act. The Company received payment for the ERC owed to the Company on March 13, 2023.

Amendment to Executive Employment Agreementof Anthony Scott

On March 27, 2023, the Company and Anthony Scott,the President and Chief Executive Officer of the Company, entered into an Amendment to the Executive Employment Agreement, dated December1, 2021, between the Company and Mr. Scott providing for a temporary reduction of Mr. Scott’s annualized base salary in the amountof $106,250 during the period beginning March 24, 2023, to September 22, 2023, and granted an award of options to purchase 131,715 sharesof Common Stock. The options vest one-year from the date of the award and state an exercise price of $1.21 per share.

Deficiency Notices from Nasdaq

On October 26, 2023, the Company received a letterfrom the Listing Qualifications Staff of Nasdaq (the "Staff Determination") notifying the Company that, based upon the Company'snon-compliance with the $35 million market value of listed securities requirement ("MVLS") for continued listing on The NasdaqCapital Market, as set forth in Nasdaq Marketplace Rule 5550(b)(2), the Company's securities are subject to delisting from Nasdaq unlessthe Company requests a hearing before a Nasdaq Hearings Panel (the “Hearings Panel").

The Company requested a hearing before the HearingsPanel, which stayed any action with respect to the Staff Determination until the Hearings Panel renders a final decision subsequent tothe hearing. At the hearing, the Company expects to present its plan for regaining and sustaining compliance with all applicable requirementsfor continued listing on The Nasdaq Capital Market. There can be no assurance that such Nasdaq Panel will grant the Company's requestfor continued listing.

The Staff Determination follows correspondencefrom Nasdaq dated April 28, 2023, which was disclosed by the Company on May 2, 2023, that, should the Company fail to regain compliancewith the market value of listed securities requirement by October 25, 2023, Nasdaq would provide written notification of such and theopportunity to request a hearing before the Hearings Panel.

The notice had no immediate effect on the listingor trading of the Company’s Common Stock, which will continue to be listed and traded on the Nasdaq Capital Market, subject to theCompany’s compliance with the other Nasdaq listing requirements. The Company also continues to monitor its MLVS, and may, if appropriate,evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard.The Company may also try to comply with the alternative Nasdaq listing criteria, such as the Nasdaq Listing Rule 5550(b)(1) (Equity Standard).However, there can be no assurance that the Company will be able to regain or maintain compliance with either Nasdaq listing criteria.

On September 26, 2023, the Company received awritten notice from The Nasdaq Stock Market LLC (“NASDAQ”) notifying the Company that the closing bid price of the Company’scommon shares (the “Common Stock”) over the 30 consecutive trading days from August 14, 2023, through September 25, 2023,had fallen below $1.00 per share, which is the minimum closing bid price required to maintain listing on the NASDAQ Capital Market underListing Rule 5550(a)(2) (the “Minimum Bid Requirement”).

In accordance with NASDAQ Listing Rule 5810(c)(3)(A),the Company has 180 calendar days to regain compliance with the Minimum Bid Requirement (the “Grace Period”), or until March25, 2024, subject to a potential 180 calendar day extension, as described below. To regain compliance, the closing bid price of the Company’sCommon Stock must be at least $1.00 per share for a minimum of 10 consecutive business days within the Grace Period.

If the Company does not achieve compliance withthe Minimum Bid Requirement by March 25, 2024, the end of the Grace Period, the Company may be eligible for an additional 180 calendarday period to regain compliance. To qualify, the Company would be required, among other things, to meet the continued listing requirementfor the market value of its publicly held shares and all other NASDAQ initial listing standards for the Nasdaq Capital Market, with theexception of the Minimum Bid Requirement, and would need to provide written notice to NASDAQ of its intention and plan to cure the deficiencyduring the second compliance period by effectuating a reverse stock split, if necessary. However, if it appears to NASDAQ staff that theCompany will not be able to cure the deficiency, or if the Company does not meet the other listing standards, NASDAQ could provide noticethat the Company’s Common Stock will be subject to delisting. In the event the Company receives notice that its Common Stock arebeing delisted, the Company would be entitled to appeal the determination to a NASDAQ Listing Qualifications Panel and request a hearing.

Approval of 2023 Employee Stock PurchasePlan

On April 12, 2023, the board of directors of theCompany approved the 2023 Employee Stock Purchase Plan (2023 ESPP) to enable its employees to purchase shares of its Common Stock throughvoluntary payroll deductions. As of May 16, 2023, a majority of the stockholders of the Company approved the 2023 ESPP.

Approval of Amendment to 2021 Omnibus StockIncentive Plan

On March 27, 2023, the board of directors of theCompany approved an amendment (the “Amendment”) to the 2021 Omnibus Incentive Plan (the “Plan”), which made thefollowing material changes to the Plan (as amended by the Amendment, the “Amended Plan”): (1) permits the Compensation Committeeto recognize the existence of special circumstances with the approval of the Board of Directors; and, (2) under such special circumstances,issue awards not otherwise subject to the attainment of a performance criteria to vest during a period less than one (1) year. As of May16, 2023, a majority of the stockholders of the Company approved the Amended Plan.

Employment Separations - Chief OperatingOfficer and Chief Strategy Officer

On May 19, 2023, the Company and its Chief OperatingOfficer, Christopher Duzich, mutually agreed to a separation of employment. Mr. Duzich’s separation of employment was not due toa dispute or disagreement with the Company or its management. Mr. Duzich’s employment as Chief Operating Officer ceased as of theclose of business on May 19, 2023. The Company does not intend to fill the Chief Operating Officer role at this time, and Mr. Duzich’sresponsibilities will be overseen by other members of the Company’s management team.

On May 19, 2023, the Company and its Chief StrategyOfficer, Ross Mandel, mutually agreed to a separation of employment. Mr. Mandel’s separation of employment was not due to a disputeor disagreement with the Company or its management. Mr. Mandel’s employment as Chief Strategy Officer ceased as of the close ofbusiness on May 19, 2023. The Company does not intend to fill the Chief Strategy Officer role at this time, and Mr. Mandel’s responsibilitieswill be overseen by other members of the Company’s management team.

Forbearance and Standstill - StreetervilleNotes

On August 2, 2023, the Company and Streetervilleentered into a Forbearance and Standstill Agreement (the “Forbearance Agreement”) under which both parties agreed to extendthe maturity date of each Note by 12 months. The maturity date of Note #1 is now September 10, 2024, and the maturity date of Note #2is now December 29, 2024.

On August 7, 2023, the Company and Streetervilleentered into an amendment to the Forbearance Agreement (“Forbearance Amendment”) under which Streeterville will not seek toredeem any portion of either Note for 180 days from the date on which the Company closes on the sale of common stock in a best-effortspublic offering (“Qualified Public Offering”) registered under the Securities Act of 1933 for aggregate proceeds of not lessthan $5,000,000, so long as the Qualified Public Offering occurs on or before October 1, 2023 (the “Standstill”). A QualifiedPublic Offering did not occur by October 1, 2023 and the Standstill did not take effect.

In consideration of the extension of the maturitydates and the Standstill, the Company entered into a Security Agreement (Exhibit A to the Forbearance Agreement which is an Exhibit tothe registration statement of which this prospectus forms a part) with Streeterville, dated August 2, 2023 (the “Security Agreement”),under which Streeterville was granted a first-position security interest in the property described in Schedule A to the Security Agreement(the “Collateral”), subject to dispositions in the ordinary course of such Collateral. The Collateral would include, amongother properties and interests, all customer accounts, goods and equipment, inventory, accounts receivable, trademarks, inventions, contractrights, royalties, license rights, cash, deposit accounts, and all other assets, goods and personal property of the Company. On October 11, and October 17, 2023, the Company agreed to exchange $400,000 in aggregate principal on the StreetervilleNote 1 for 1,000,000 shares of the Company’s Common Stock. The issuance of the shares was made pursuant to the exemption fromthe registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.

Copies of the Forbearance Agreement and ForbearanceAmendment are attached hereto as Exhibits 10.24 and 10.25, respectively, and incorporated herein by reference. The foregoing descriptionof the terms of the Forbearance Agreement and Forbearance Amendment are qualified in their entirety by reference to the full text of theForbearance Agreement, the Forbearance Amendment, and the Exhibits thereto.

Recent Sale of Common Stock and Warrants

On November 8, 2023, we entered into a SecuritiesPurchase Agreement (the “Purchase Agreement”) pursuant to which, among other things, we sold to the purchasers identifiedon the signature pages to the purchase Agreement (“Purchasers” or “Selling Securityholders”), in a private offering(the “Offering”), an aggregate of 4,359,374 shares of our Common Stock (the “Shares”), each of which was coupledwith a warrant to purchase two shares of our Common Stock (the “Warrants”), at an aggregate offering price of $0.60 per shareand warrant (the “Purchase Price”). Wellington Shields & Co. LLC (the “Placement Agent”) acted as placementagent in the Offering.

Each Warrant is exercisable at a price of $0.60per share of Common Stock. The exercise price for the Warrants is subject to adjustment for stock splits, reverse stock splits, stockdividends and similar transactions. The Warrants are exercisable from the date of issuance through the five-year anniversary of such date.In the event that there is no effective registration statement registering the shares underlying the Warrants, then the Warrants may beexercised by means of a “cashless exercise” at the holder’s option, such that the holder may use the appreciated valueof the warrants (the difference between the market price of the underlying shares of Common Stock and the exercise price of the underlyingwarrants) to exercise the warrants without the payment of any cash. We will not effect any exercise of the Warrants, and a Selling Securityholdershall not have the right to exercise any portion of the Warrant, to the extent that after giving effect to such issuance after exerciseof the Warrant, the Selling Securityholder (together with their affiliates, and any other persons acting as a group together with theholder or any of their affiliates would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of anyWarrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares ofCommon Stock issuable upon exercise of the Warrant.

The Purchase Agreement contains customary representations,warranties and agreements of we and the Purchasers, indemnification obligations of we, other obligations of the parties and terminationprovisions. Pursuant to the Purchase Agreement and separate lock-up agreements, we agreed to certain restrictions on the issuance andsale of shares of our securities, and our directors and officers agreed to certain restrictions on the sale of our securities, in eachcase, for a period of 60 days following the date of the Purchase Agreement, subject to certain exceptions.

The Offering resulted in net proceeds to the Companyof approximately $2,452,000, after deducting placement agent fees of $163,625. We also agreed to reimburse the Placement Agent for certainreasonable and documented out-of-pocket legal, due diligence, travel and other transaction fees incurred, in an aggregate amount not toexceed $75,000. As additional compensation for the Placement Agent’s service, we agreed to issue warrants to the Placement Agentor its designees (“Placement Agent Warrants”) to purchase 87,187 shares of Common Stock. The Placement Agent Warrants areexercisable at any time and from time to time, in whole or in part, during the four and one-half (4 ½) year period commencing 180days from the Closing Date at $0.75 per share. We intend to use the net proceeds from the Offering for working capital, general corporatepurposes and the potential partial repayment of outstanding indebtedness to Streeterville Capital, LLC.

Corporate Information

Intrusion, Inc. was organized in Texas in September1983 and reincorporated in Delaware in October 1995. On October 9, 2020, our shares of Common Stock began trading on the Nasdaq CapitalMarket under the symbol “INTZ.” Our principal executive offices are located at 101 East Park Blvd, Suite 1200, Plano, Texas75074, and our telephone number is (972) 234-6400. Our corporate website address is www.intrusion.com. The information containedon, or accessible through, our website is not incorporated in, and shall not be part of, this prospectus. TraceCop (“TraceCop™”)and Intrusion Savant (“Intrusion Savant™”) are registered trademarks of Intrusion.

THE OFFERING

Unless otherwise indicated, this prospectus reflectsand assumes the following:

RISK FACTORS

Our business is influenced by many factors thatare difficult to predict and that involve uncertainties that may materially affect operating results, cash flows, and financial condition.Before making an investment decision, you should carefully consider these risks, including those set forth in the “Risk Factors”section of our most recent Annual Report on Form 10-K filed with the SEC, as revised or supplemented by our Quarterly Reports on Form10-Q filed with the SEC since the filing of our most recent Annual Report on Form 10-K, all of which are incorporated by reference intothis prospectus. You should also carefully consider any other information we include or incorporate by reference in this prospectus orinclude in any applicable prospectus supplement. Each of the risks described in these sections and documents could materially and adverselyaffect our business, financial condition, results of operations and prospects, and could result in a partial or complete loss of yourinvestment.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporatedby reference in this prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, asamended (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. In some cases, you can identify forward-looking statements because theycontain 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 thesewords or other similar terms or expressions. Forward-looking statements contained in this prospectus include, but are not limited to,such statements. Factors that may cause actual results to differ materially from current expectations, which we describe in more detailin our Annual Report on Form 10-K for the year ended December 31, 2022 and our subsequently filed Quarterly Reports on Form 10-Q, include,but are not limited to:

You should not rely on forward-looking statementsas predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectationsand projections about future events and trends that we believe may affect our business, financial condition, and operating results.

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 tous as of the date of this prospectus. While we believe that such information provides a reasonable basis for these statements, that informationmay be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or reviewof, 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 prospectusonly to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements madein this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrenceof unanticipated events, except as required by law.

USE OF PROCEEDS

We are registering an aggregate of 13,078,122shares of our Common Stock consisting of: (i) 4,359,374 shares of Common Stock held by the Selling Securityholders; and (ii) up to 8,718,748shares of Common Stock issuable upon exercise of the Warrants. We will not receive any proceeds from the sale of the shares of CommonStock offered by this prospectus.

However, we will receive the proceeds from anyexercise of the Warrants for cash. Each Warrant entitles the holder thereof to purchase two shares of our Common Stock at a price of $0.60per share (the “Warrant Exercise Price”). If the price of our Common Stock remains below the Warrant Exercise Price, holdersof the Warrants will be unlikely to cash exercise their Warrants, resulting in no cash proceeds to us. Assuming the exercise of all Warrantsfor cash, we will receive $5,231,249  in gross proceeds at the Warrant Exercise Price, which amount is used solely for purposes ofestimating the gross proceeds we may receive upon exercise of those Warrants. However, the Warrants may be exercised on a cashless basis,in which case we would not expect to receive any gross proceeds from the cash exercise of the Warrants. While we retain broad discretionon the use of proceeds, we intend to use such proceeds for working capital and general corporate purposes. The amounts that we actuallyspend for any specific purpose may vary significantly, and will depend on a number of factors including, but not limited to, market conditions.

SELLING SECURITYHOLDERS

We have prepared this prospectus to allow theSelling Securityholders listed in the table below, as Selling Securityholders, to offer for resale, from time to time, up to 13,078,122shares of our Common Stock consisting of: (i) 4,359,374 shares of Common Stock held by the Selling Securityholders; (ii) up to 8,718,748shares of Common Stock issuable upon exercise of the Warrants. We are also registering the resale of Warrants exercisable for 8,718,748shares of Common Stock.

On November 8, 2023, we entered into a SecuritiesPurchase Agreement (the “Purchase Agreement”) pursuant to which, among other things, we sold to the Selling Securityholders,in a private offering (the “Offering”), an aggregate of 4,359,374 shares of Common Stock (the “Shares”), eachof which was coupled with a warrant to purchase two shares of Common Stock (the “Warrants”), at an aggregate offering priceof $0.60 per share and warrant (the “Purchase Price”). Wellington Shields & Co. LLC (the “Placement Agent”)acted as placement agent in the Offering. Each Warrant is exercisable at an exercise price of $0.60 per share of Common Stock. The exerciseprices for the Warrants are subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. TheWarrants are exercisable from the date of issuance through the five-year anniversary of such date. In the event that there is no effectiveregistration statement registering the shares underlying the Warrants, then the Warrants may be exercised by means of a “cashlessexercise” at the holder’s option, such that the holder may use the appreciated value of the Warrants (the difference betweenthe market price of the underlying shares of Common Stock and the exercise price of the underlying Warrants) to exercise the Warrantswithout the payment of any cash. See “Prospectus Summary - Recent Developments - Recent Sale of Common Stock and Warrants.”

The Warrants and the shares of Common Stock issuedpursuant to the Purchase Agreement were sold and issued without registration under the Securities Act of 1933, in reliance on the exemptionsprovided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under theSecurities Act as sales to accredited investors.

The Selling Securityholders listed in the tablebelow may from time to time offer and sell any or all shares of our common stock set forth below pursuant to this prospectus. When werefer to “Selling Securityholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees,permitted transferees, assignees, successors and others who later come to hold any of the Selling Securityholders’ interests inshares of our common stock other than through a public sale.

The following table sets forth, as of the dateof this prospectus, the name of the Selling Securityholders for whom we are registering the resale to the public of our Securities, andthe number of such shares that each such Selling Securityholder may offer pursuant to this prospectus. Applicable percentages are basedon 43,111,491 shares of common stock outstanding on November 8, 2023.

Under the terms of the Warrants held by the SellingSecurityholders, the Selling Securityholders may not exercise any such warrants to the extent such exercise would cause such Selling Securityholders,together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99%or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination sharesof common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the table below do notreflect this limitation. The Selling Securityholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

We cannot advise as to whether the Selling Securityholderswill in fact sell any or all of such shares. In addition, the Selling Securityholders may have sold, transferred or otherwise disposedof, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares in transactions exempt from the registrationrequirements of the Securities Act after the date on which they provided the information set forth on the table below.

PLAN OF DISTRIBUTION

We are registering the resale of shares of commonstock held by the Selling Securityholders and issuable upon exercise of the Warrants by the Selling Securityholders to permit the resaleof these shares of common stock by the Selling Securityholders from time to time after the date of this prospectus. We are also registeringthe resale of the Warrants to permit the resale of these securities by the Selling Securityholders from time to time after the date ofthis prospectus. We will not receive any of the proceeds from the sale by the Selling Securityholders of the shares of common stock orthe Warrants, although we will receive the exercise price of any Warrants not exercised by the Selling Securityholders on a cashless exercisebasis. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.

The Selling Securityholders may sell all or aportion of the shares of Common Stock held by them and offered hereby from time to time directly or through one or more underwriters,broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the Selling Securityholders willbe responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold in one ormore transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of saleor at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to oneor more of the following methods:

The Selling Securityholders may also sell sharesof Common Stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under this prospectus.In addition, the Selling Securityholders may transfer the shares of Common Stock by other means not described in this prospectus. If theSelling Securityholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents,such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the SellingSecurityholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell asprincipal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of thosecustomary in the types of transactions involved. The Selling Securityholders may, from time to time, pledge or grant a security interestin some or all of the warrants or shares of Common Stock owned by them and, if they default in the performance of their secured obligations,the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendmentto this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of SellingSecurityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus. TheSelling Securityholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees,donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act andthe rules and regulations thereunder, the Selling Securityholders and any broker-dealer participating in the distribution of the sharesof Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, orany discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the SecuritiesAct. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed,which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name ornames of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Securityholdersand any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws of some states, theshares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some statesthe shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemptionfrom registration or qualification is available and is complied with.

There can be no assurance that the Selling Securityholderswill sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this prospectus forms apart.

The Selling Securityholders and any other personparticipating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and therules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which maylimit the timing of purchases and sales of any of the shares of Common Stock by the Selling Securityholders and any other participatingperson. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares ofCommon Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketabilityof the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the sharesof Common Stock.

We will pay all expenses of the registration ofthe shares of Common Stock pursuant to the registration rights agreement, estimated to be $42,658.20 in total, including, without limitation,Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided,however, a Selling Securityholder will pay any underwriting discounts and selling commissions, if any. We will indemnify the Selling Securityholderagainst liabilities, including some liabilities under the Securities Act in accordance with the Purchase Agreement.

Once sold under the registration statement, ofwhich this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTIONOF SECURITIES

The following summary description sets forthsome of the general terms and provisions of our capital stock. Because this is a summary description, it does not contain all of the informationthat may be important to you. For a more detailed description of our capital stock, you should refer to the applicable provisions of theGeneral Corporation Law of the State of Delaware (the “DGCL”), our charter and our bylaws as currently in effect. Copies ofour amended and restated certificate of incorporation, as amended (the “charter”), and our bylaws are included as exhibitsto the registration statement of which this prospectus forms a part.

General

Our charter authorizes 80,000,000 shares of commonstock, $0.01 par value per share, and 5,000,000 shares of preferred stock, $0.01 per value per share (the “Common Stock”).As of November 8, 2023, there were 34,392,743 shares of our Common Stock outstanding and approximately 88 stockholders of record. No sharesof our preferred stock are designated, issued or outstanding.

Common stock

Voting rights

Each holder of our Common Stock is entitled toone vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholdersdo not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able toelect all of the directors.

Dividends

Subject to preferences that may be applicableto 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 orwinding up, holders of our Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholdersafter the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holdersof 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 Stockare, and the shares of Common Stock to be issued in this offering will be, fully paid and nonassessable.

Listing

Our Common Stock is currently listed on the NasdaqCapital Market under the symbol “INTZ”.

Issuance of Preferred Stock by our Board

While we currently have no shares of preferredstock issued and outstanding. Our amended and restated certificate of incorporation provides that up to 5,000,000 shares of preferredstock 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 issuanceof such series adopted by the Board of Directors prior to the issuance thereof. This means that our Board has the discretion to issueshares of preferred stock that had provisions that could be superior in rights and preferences to shares of our Common Stock and whichcould be dilutive to holders of our Common Stock. Further, such rights and preferences could have the effect of preventing or hinderingcertain fundamental transactions, such as a merger or sale of all or substantially all of our assets or another change of control thatwould otherwise be beneficial to the holders of our Common Stock.

Description of Securities being Offered

Common Stock

The material terms and provisions of our CommonStock being offered are described under this section “Description of Securities - Common Stock” in this prospectus.

Anti-Takeover Effects of Certain Provisionsof Our Bylaws

Charter and bylaws provisions

Our charter and our bylaws, include a number ofprovisions that could deter hostile takeovers or delay or prevent changes in control of our company, including the following:

Delaware law

We are subject to the provisions of Section 203of the DGCL, regulating corporate takeovers. In general, DGCL Section 203 prohibits a publicly held Delaware corporation from engagingin a business combination with an interested stockholder for a period of three years following the date on which the person became aninterested stockholder unless:

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 determinationof interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of thisprovision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipatethat DGCL Section 203 may also discourage attempts that might result in a premium over the market price for the shares of Common Stockheld by stockholders.

Limitations on liability, indemnification ofofficers and directors and insurance

Pursuant to Section 102(b)(7) of the DelawareGeneral Corporation Law (“DGCL”), a Director of the Corporation shall not be personally liable to the Corporation or its Stockholdersfor monetary damages for breach of fiduciary duty as a Director, except for liability: (1) for any breach of the Director's duty of loyaltyto the Corporation or its Stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowingviolation of law; (3) under Section 174 of the DGCL; or (4) for any transaction from which the Director derived an improper personal benefit.If the DGCL or other applicable provision of Delaware law hereafter is amended to authorize further elimination or limitation of the liabilityof Directors, then the liability of a Director of this Corporation, in addition to the limitation on personal liability provided herein,shall be limited to the fullest extent permitted by the DGCL or other applicable provision of Delaware law as amended. Any repeal or modificationof this Section 2 by the Stockholders of this Corporation shall be prospective only and shall not adversely affect any limitation on thepersonal liability of a Director of the Corporation existing at the time of such repeal or modification. Our restated certificate of incorporation,as amended (our “Certificate of Incorporation”) and corporate bylaws (our “Bylaws”) contain provisions that limitthe liability of our directors for monetary damages to the fullest extent permitted by Delaware law.

Section 145 of the Delaware General CorporationLaw authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedingsto which they are made or threatened to be made a party by reason of the fact of their prior or current service to the corporation asa director or officer, in accordance with the provisions of Section 145, which are sufficiently broad to permit indemnification undercertain circumstances for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”). The indemnitymay cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurredby the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (includingattorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition,Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers againstany liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status assuch, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145.

Our Certificate of Incorporation provides that(a) any of our directors or officers made a party to an action, suit or proceeding, whether civil, criminal, administrative, arbitrativeor investigative, or any appeal in such action, suit or proceeding, and any inquiry or investigation that could lead to such action, suitor proceeding (each, a “Proceeding”), by reason of such person’s service as our director or officer or as a director,officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another enterprise per our request, shall beindemnified and held harmless by us to the fullest extent permitted by the Delaware General Corporation Law against all judgments, penalties(including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurredby such person in connection with such Proceeding; (b) we must advance reasonable expenses incurred in defending any such Proceeding,subject to limited exceptions; and (c) the indemnification rights conferred by it are not exclusive of any rights permitted by law.

Our Bylaws provide that (a) we must indemnifyour directors and officers to the maximum extent and in the manner permitted by the Delaware General Corporation Law against judgments,penalties (including excise taxes), fines, amounts paid in settlement and reasonable expenses (including court and attorneys’ fees)actually incurred in such settlement and reasonable expenses (including court and attorneys’ fees) actually incurred by such personwith a Proceeding by reason of such person’s service as our director or officer or as a director, officer, partner, venturer, proprietor,trustee, employee, agent or similar functionary of another enterprise per our request, subject to certain limited exceptions, (b) we shalladvance expenses incurred by any director or officer who was or is a witness or was or is named as a defendant or respondent in a Proceeding,in reasonable intervals prior to the final disposition of such Proceeding, subject to certain limited exceptions, and (c) the indemnificationrights conferred in our Bylaws are not exclusive.

Our Bylaws also empower our board of directorsto authorize us to indemnify our employees or agents, and to advance reasonable expenses of such persons to the same extent and subjectto the same conditions as the indemnification provided to our directors and officers.

We have entered into indemnification agreementswith each of our directors and executive officers to give such directors and officers additional contractual assurances regarding thescope of the indemnification set forth in our Certificate of Incorporation and Bylaws and to provide additional procedural protections.These agreements, among other things, provide that we will indemnify our directors and executive officers for judgments, penalties (includingexcise and similar taxes), fines, settlements and reasonable expenses (including attorneys’ fees and court costs) actually and reasonablyincurred by a director or executive officer in connection with any threatened, pending or completed action, suit or proceeding, any appealin such action, suit or proceeding, and any inquiry or investigation that could lead to such action, suit or proceeding to which suchperson was, is or is threatened to be made a party, a witness or other participant by reason of such person’s services as our directoror executive officer, or as a director or executive officer of any other company or enterprise to which the person provides services atour request.

In addition, the indemnification agreements providethat, upon the request of a director or executive officer, we shall advance expenses to the director or officer. We intend to enter intoindemnification agreements with any new directors and executive officers in the future.

We have also obtained an insurance policy coveringour directors and officers with respect to certain liabilities, including liabilities arising under the Securities Act.

Warrants

Each Warrant is exercisable at a price of $0.60 per share of CommonStock. The exercise price for the Warrants is subject to adjustment for stock splits, reverse stock splits, stock dividends and similartransactions. The Warrants are exercisable from the date of issuance through the five-year anniversary of such date. In the event thatthere is no effective registration statement registering the shares underlying the Warrants, then the Warrants may be exercised by meansof a “cashless exercise” at the holder’s option, such that the holder may use the appreciated value of the warrants(the difference between the market price of the underlying shares of Common Stock and the exercise price of the underlying warrants) toexercise the warrants without the payment of any cash. We will not effect any exercise of the Warrants, and a Selling Securityholder shallnot have the right to exercise any portion of the Warrant, to the extent that after giving effect to such issuance after exercise of theWarrant, the Selling Securityholder (together with their affiliates, and any other persons acting as a group together with the holderor any of their affiliates would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any Warrants,9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stockissuable upon exercise of the Warrant.

Our Transfer Agent

The transfer agent and registrar for our CommonStock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is 250 Royall Street, Canton, MA 02021. Thetransfer agent’s telephone (877) 373-6374.

We have agreed to indemnify Computershare TrustCompany, N.A in its roles as transfer agent, its agents and each of its stockholders, directors, officers and employees against all liabilities,including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity,except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

LEGAL MATTERS

The validity of the securities offered by thisprospectus will be passed upon for us by Anthony L.G., PLLC, West Palm Beach, Florida.

EXPERTS

The consolidated financial statements as of December31, 2022 and 2021 and for each of the two years in the period ended December 31, 2022 are incorporated by reference in this prospectusto our Annual Report on Form 10-K for the year ended December 31, 2022 and have been so incorporated in reliance upon such report (whichcontains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 2 to suchfinancial statements) of Whitley Penn LLP, an independent registered public accounting firm, incorporated herein by reference, given onthe authority of such firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This prospectus omits some information containedin the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits included inthe registration statement of which this prospectus is a part for further information about us and the securities we are offering. Statementsin this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SECare not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluatethese statements.

The SEC allows us to “incorporate by reference”information we file with it, which means that we can disclose important information to you by referring you to other documents. The informationincorporated by reference is considered to be a part of this prospectus. Information contained in this prospectus supersedes informationincorporated by reference that we have filed with the SEC prior to the date of this prospectus.

We incorporate by reference the following documentslisted below (excluding any document or portion thereof to the extent such disclosure is furnished and not filed):

This prospectus forms part of a registration statementon Form S-1 that we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statementand the exhibits to the registration statement or the documents incorporated by reference herein and therein. For further informationwith respect to us and the securities that we are offering under this prospectus, we refer you to the registration statement and the exhibitsand schedules filed as a part of the registration statement and the documents incorporated by reference herein and therein. You shouldrely only on the information incorporated by reference or provided in this prospectus and registration statement. We have not authorizedanyone else to provide you with different information. You should not assume that the information in this prospectus and the documentsincorporated by reference herein and therein is accurate as of any date other than the respective dates thereof.

All reports and other documents we subsequentlyfile pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documentswe may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement,but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectusand deemed to be part of this prospectus from the date of the filing of such reports and documents.

Any information in any of the foregoing documentswill automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed documentthat is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.

Upon written or oral request, we will provideyou without charge a copy of any or all of the documents that are incorporated by reference into this prospectus including but limitedto financial statement information and exhibits which are specifically incorporated by reference into such documents. Requests shouldbe directed to: Intrusion Inc., Attention: Investor Relations, 101 East Park Blvd, Suite 1200, Plano, Texas 75074 or call (972) 234 6400.You may access this information at ir.intrusion.com. Except for the specific incorporated documents listed above, no informationavailable on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it formsa part.

The SEC maintains an internet website that containsreports, proxy and information statements and other information regarding the issuers that file electronically with the SEC, includingthe Company, and can be accessed free of charge on the SEC’s website, http://www.sec.gov.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statementon Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a partof the registration statement, does not contain all of the information set forth in the registration statement, some of which is containedin exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect tous and our securities, we refer you to the registration statement, including the exhibits filed as a part of the registration statement.Statements contained in this prospectus concerning the contents of any contract or any other document is not necessarily complete. Ifa contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document thathas been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respectsby the filed exhibit.

We are subject to the information and reportingrequirements of the Exchange Act and, in accordance with this law, are required to file periodic reports, proxy statements and other informationwith the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at http://www.sec.gov.We also maintain a website at ir.intrusion.com. You may access these materials free of charge as soon as reasonably practicableafter they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectusand the inclusion of our website address in this prospectus is an inactive textual reference only.

4,359,374 Shares of Common Stock, Warrants toPurchase 8,718,748 Shares of Common Stock and

Up to 8,718,748 Shares of Common Stock Underlyingthe Warrants

INTRUSION INC.

PROSPECTUS

__________, 2023

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The following table sets forth all expenses tobe paid by the registrant, other than estimated underwriting discounts and commissions, in connection with our public offering. All amountsshown are estimates except for the SEC registration fee and the FINRA filing fee:

Section 145 of the Delaware General CorporationLaw authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedingsto which they are made or threatened to be made a party by reason of the fact of their prior or current service to the corporation asa director or officer, in accordance with the provisions of Section 145, which are sufficiently broad to permit indemnification undercertain circumstances for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”). The indemnitymay cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurredby the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (includingattorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition,Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers againstany liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status assuch, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145.

Our restated certificate of incorporation, asamended (our “Certificate of Incorporation”), provides that (a) any of our directors or officers made a party to an action,suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such action, suit or proceeding,and any inquiry or investigation that could lead to such action, suit or proceeding (each, a “Proceeding”), by reason of suchperson’s service as our director or officer or as a director, officer, partner, venturer, proprietor, trustee, employee, agent orsimilar functionary of another enterprise per our request, shall be indemnified and held harmless by us to the fullest extent permittedby the Delaware General Corporation Law against all judgments, penalties (including excise and similar taxes), fines, settlements, andreasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such Proceeding; (b) we mustadvance reasonable expenses incurred in defending any such Proceeding, subject to limited exceptions; and (c) the indemnification rightsconferred by it are not exclusive of any rights permitted by law.

Our corporate bylaws (our “Bylaws”),provide that (a) we must indemnify our directors and officers to the maximum extent and in the manner permitted by the Delaware GeneralCorporation Law against judgments, penalties (including excise taxes), fines, amounts paid in settlement and reasonable expenses (includingcourt and attorneys’ fees) actually incurred in such settlement and reasonable expenses (including court and attorneys’ fees)actually incurred by such person with a Proceeding by reason of such person’s service as our director or officer or as a director,officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another enterprise per our request, subjectto certain limited exceptions, (b) we shall advance expenses incurred by any director or officer who was or is a witness or was or isnamed as a defendant or respondent in a Proceeding, in reasonable intervals prior to the final disposition of such Proceeding, subjectto certain limited exceptions, and (c) the indemnification rights conferred in our Bylaws are not exclusive.

Our Bylaws also empower our board of directorsto authorize us to indemnify our employees or agents, and to advance reasonable expenses of such persons to the same extent and subjectto the same conditions as the indemnification provided to our directors and officers.

We have entered into indemnification agreementswith each of our directors and executive officers to give such directors and officers additional contractual assurances regarding thescope of the indemnification set forth in our Certificate of Incorporation and Bylaws and to provide additional procedural protections.These agreements, among other things, provide that we will indemnify our directors and executive officers for judgments, penalties (includingexcise and similar taxes), fines, settlements and reasonable expenses (including attorneys’ fees and court costs) actually and reasonablyincurred by a director or executive officer in connection with any threatened, pending or completed action, suit or proceeding, any appealin such action, suit or proceeding, and any inquiry or investigation that could lead to such action, suit or proceeding to which suchperson was, is or is threatened to be made a party, a witness or other participant by reason of such person’s services as our directoror executive officer, or as a director or executive officer of any other company or enterprise to which the person provides services atour request.

In addition, the indemnification agreements providethat, upon the request of a director or executive officer, we shall advance expenses to the director or officer. We intend to enter intoindemnification agreements with any new directors and executive officers in the future.

We have also obtained an insurance policy coveringour directors and officers with respect to certain liabilities, including liabilities arising under the Securities Act.

During the three fiscal years and interim periodpreceding the filing of this registration statement, we have issued the following securities that were not registered under the SecuritiesAct. Except as disclosed below, no underwriters were involved in the sales and the certificates representing the securities sold and issuedcontain legends restricting transfer of the securities without registration under the Securities Act or an applicable exemption from registration.We issued all of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the SecuritiesAct, or Regulation D or Regulation S promulgated thereunder.

On March 10, 2022, the Company issued to StreetervilleCapital, LLC (“Streeterville”) a redeemable unsecured promissory note in the aggregate principal amount totaling $5,350,000in exchange for $5,000,000 less certain expenses. Beginning on the date that is six (6) months after the issuance date of the note, thenoteholder has the right to redeem up to $500,000 of the outstanding balance of such note per month. Payments may be made by the Company,generally at the Company’s option, (a) in cash, (b) by paying the redemption amount in the form of shares of Common Stock with thenumber of redemption shares being equal to the portion of the applicable redemption amount divided by the Redemption Conversion Price,subject to certain conditions or (c) a combination of cash and shares of Common Stock. The “Redemption Conversion Price” shallequal 85% multiplied by the average of the two lowest daily volume weighted average prices per share of the Common Stock during the 15trading days immediately preceding the date that the noteholder delivers notice electing to redeem a portion of the Note.

On May 24, 2022, the Company issued 75,188 sharesof its common stock. These shares were issued to Purple Plaza, LLC, as partial consideration for a confidential settlement agreement betweenthe Company and Purple Plaza.

On June 29, 2022, the Company issued to Streetervillea redeemable unsecured promissory note in the aggregate principal amount totaling $5,350,000 in exchange for $5,000,000 less certain expenses.Beginning on the date that is six (6) months after the issuance date of the note, the noteholder has the right to redeem up to $500,000of the outstanding balance of such note per month. Payments may be made by the Company, generally at the Company’s option, (a) incash, (b) by paying the redemption amount in the form of shares of Common Stock with the number of redemption shares being equal to theportion of the applicable redemption amount divided by the Redemption Conversion Price, subject to certain conditions or (c) a combinationof cash and shares of Common Stock. The “Redemption Conversion Price” shall equal 85% multiplied by the average of the twolowest daily volume weighted average prices per share of the Common Stock during the 15 trading days immediately preceding the date thatthe noteholder delivers notice electing to redeem a portion of the Note.

On November 21, 2022, the Company issued 31,746shares of its common stock to Anthony Scott, our Chief Executive Officer and President, in exchange for $100,000, pursuant to the termsof a Stock Purchase Agreement, dated November 21, 2022, between the Company and Anthony Scott.

On October 11, 2023, and October 17, 2023, respectively,the Company agreed to exchange $350,000 aggregate principal amount of a promissory note issued to Streeterville on March 10, 2022 foran aggregate of 1,001,043 shares of its Common Stock. The issuance of the Common Stock is pursuant to the exemption from the registrationrequirements afforded by Section 3(a)(9) of the Securities Act.

On November 8, 2023, the Company issued an aggregateof 4,359,374 shares of its Common Stock and Warrants to purchase 8,718,748 shares of Common Stock at an aggregate offering price of $2,615,625($0.60 per share and warrant) to 20 accredited investors. Each Warrant is exercisable at a price of $0.60 per share of Common Stock. Inaddition, we issued to Wellington Shields & Co. LLC as placement agent in this offering warrants to purchase 87,187 shares of CommonStock at an exercise price of $0.75 per share.

The undersigned registrant hereby undertakes:

(1) To file, during any periodin which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectusrequired by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectusany facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstandingthe foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceedthat which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in theform of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volumeand price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of RegistrationFee” table in the effective registration statement; and

(iii) To include any materialinformation with respect to the plan of distribution not previously disclosed in the registration statement or any material change tosuch information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply ifthe information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnishedto the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule424(b) that is part of the registration statement.

(2) That, for the purposeof determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statementrelating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof.

(3) To remove from registrationby means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purposeof determining liability under the Securities Act to any purchaser:

(A) Each prospectus filedby the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectuswas deemed part of and included in the registration statement; and

(B) Each prospectus filedpursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statementas of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectusthat is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registrationstatement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to suchfirst use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registrationstatement or made in any such document immediately prior to such date of first use.

(5) That for the purpose ofdetermining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities, the undersignedregistrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaserby means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered tooffer or sell such securities to such purchaser:

(i) Any preliminary prospectusor prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectusrelating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any otherfree writing prospectus relating to the offering containing material information about the undersigned registrant or its securities providedby or on behalf of the undersigned registrant; and

(iv) Any other communicationthat is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnificationfor liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuantto any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commissionsuch indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that aclaim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officeror controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officeror controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel thematter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnificationby it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registranthereby undertakes that:

(1) For purposes of determiningany liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statementin reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) underthe Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determiningany liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registrationstatement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirementsof the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by theundersigned, thereunto duly authorized, in the City of Plano, Texas on December 8, 2023.

Pursuant to therequirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held onDecember 8, 2023.