Intrusion (NASDAQ: INTZ) adds $3.5M ARR with VigilAigent buy
Rhea-AI Filing Summary
Intrusion Inc. entered into a Membership Interest Purchase Agreement to acquire all of OW Cyber LLC (VigilAigent) in a staged transaction. At the first closing on June 29, 2026, it bought 60% of VigilAigent for $1,950,000, funded with a $200,000 deposit credit, $160,000 in cash, and $1,590,000 in unregistered common stock at $0.67 per share. A second closing, subject to stockholder, Nasdaq and other approvals, provides $1,300,000 in cash for the remaining 40% by August 30, 2026 or a later agreed date. The seller can earn up to an additional $6,900,000 in stock-based earn-out consideration if VigilAigent meets ARR and cash flow milestones through March 31, 2028. Intrusion issued 2,223,549 unregistered shares at the first closing, bringing total common shares outstanding to 22,741,846, and placed 149,254 shares in escrow for potential indemnity claims. Management highlights that VigilAigent contributes about $3.5 million of annual recurring revenue from multi-year contracts, over 80 reseller partners and roughly 1,000 customers, while combining its AI engine with Intrusion’s TraceCop data to enhance the cybersecurity platform.
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Insights
Intrusion is using cash and stock to buy VigilAigent, adding ARR and an AI-driven platform with milestone-based earn-outs.
Intrusion Inc. is acquiring VigilAigent in two steps: a $1.95M first closing for 60% ownership and a planned $1.3M second closing for the remaining 40%, subject to approvals by August 30, 2026 or a later agreed date. Consideration mixes cash, a prior deposit and unregistered equity.
The deal structure includes up to $6.9M in additional stock-based Earn-Out Consideration tied to ARR Run Rate and Adjusted Operating Cash Flow milestones through March 31, 2028. This aligns a significant portion of the total price with VigilAigent’s revenue growth and profitability performance.
At the first closing, Intrusion issued 2,223,549 unregistered shares, increasing outstanding common stock to 22,741,846, while limiting future issuances under Nasdaq’s 19.9% cap without stockholder approval. VigilAigent’s reported $3.5M annual recurring revenue and roughly 1,000 customers provide immediate scale, with future filings likely to show how quickly these assets translate into consolidated growth.
8-K Event Classification
Key Figures
Key Terms
Membership Interest Purchase Agreement financial
Earn-Out Consideration financial
ARR Run Rate financial
Adjusted Operating Cash Flow financial
Regulation D regulatory
accredited investor regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 29, 2026, Intrusion Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Agreement”) by and among the Company, OW Cyber LLC (“Target”), and VigilAigent Corp. (“Seller”), the sole member of Target. Pursuant to the Agreement, the Company agreed to acquire 100% of the membership interests of Target from Seller over two distinct closings.
Pursuant to the terms of the Agreement, the acquisition will be effectuated in two stages:
| · | First Closing: Effective June 29, 2026, at the first closing (the “First Closing”), the Company acquired 60% of Target’s membership interests in exchange for a purchase price of $1,950,000 (the “First Closing Purchase Price”), paid through (i) a $200,000 credit from a prior deposit, (ii) a cash payment of $160,000, and (iii) the issuance of $1,590,000 in unregistered shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a contractually defined per share price of $0.67. The First Closing Purchase Price is subject to a post-closing working capital adjustment based on a target working capital of $(1,365,000). | |
| · | Second Closing: Subject to specified closing conditions—including obtaining required Company stockholder and Nasdaq Stock Market (“Nasdaq”) or other regulatory approvals—the Company agreed to acquire, at the second closing (the “Second Closing”), the remaining 40% of Target’s membership interests for a cash payment of $1,300,000. The obligations of the parties to consummate the Second Closing are subject to the satisfaction, or waiver, on or before August 30, 2026 or such later date as may be agreed by the Seller and the Company, of the identified closing conditions. |
Concurrent with the First Closing, the parties executed the Limited Liability Company Operating Agreement of Target (the “Operating Agreement”), which recapitalized Target's equity into 100 membership units. Under the terms of the Operating Agreement, the Company was designated as the initial Manager of Target, vesting it with complete and exclusive discretion over Target’s day-to-day operations and business affairs. Effective as of the First Closing, Anthony Scott, the Company’s President and Chief Executive Officer, a member of the Company’s Board of Directors, and the beneficial owner of more than 5% of the Company’s common stock, was appointed as Target’s Chief Executive Officer and Secretary. To protect the Seller's position pending the Second Closing, the Operating Agreement contains an express minority protection covenant mandating that the Seller will maintain an equity interest of not less than 40.0% in Target unless it explicitly consents otherwise in writing.
Pursuant to the terms of the Agreement, at the First Closing, the Company deposited 149,254 shares of the issued Common Stock (the “Retained Shares”) in escrow. These shares will serve as security to satisfy any post-closing indemnification obligations of the Seller, to be released, if at all, after 12 months.
Following the Second Closing, the Seller may receive up to an additional $6,900,000 in contingent consideration (the “Earn-Out Consideration”), payable via the issuance of unregistered shares of Common Stock (“Earn-Out Shares”) upon the achievement of the following specific financial milestones:
| · | Milestone 1: If, as of March 31, 2027, the Target’s ARR Run Rate (as hereinafter defined) is equal to $6,000,000 or more and the Target’s Adjusted Operating Cash Flow (as hereinafter defined) is greater than or equal to $0, the applicable portion of the Earn-Out Consideration payable with respect thereto will be $2,700,000. | |
| · | Milestone 2: If, as of September 30, 2027, the ARR Run Rate is equal to $7,500,000 or more and the Adjusted Operating Cash Flow is greater than or equal to $750,000, the applicable portion of the Earn-Out Consideration payable with respect thereto will be $2,700,000. | |
| · | Milestone 3: If, as of March 31, 2028, the ARR Run Rate is equal to $8,600,000 or more, the applicable portion of the Earn-Out Consideration payable with respect thereto will be $2,700,000. |
Pursuant to the terms of the Agreement and applicable Nasdaq rules, the Company may not issue shares exceeding 19.9% of its issued and outstanding Common Stock unless it obtains required stockholder and Nasdaq approvals. Any issued Earn-Out Shares will be subject to a six-month lock-up period, interspersed with standard leak-out provisions permitting limited daily sales up to 15% of the average daily trading volume. If the Second Closing occurs and Earn-Out Shares are issued, the Company has agreed to use commercially reasonable efforts to register the resale of such shares upon the Seller's request.
The Agreement contains customary representations, warranties, and covenants. General indemnification obligations survive for two years from the First Closing, subject to a $50,000 basket and a maximum liability cap of $3,000,000.
The foregoing description is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated into this Item 3.02 by reference. At the First Closing, the Company issued 2,223,549 shares of Common Stock to the Buyer. Such shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder. The Seller has represented that it is an “accredited investor” acquiring the shares for investment purposes for its own account and not with a view toward public distribution. All such shares are issued as unregistered, non-certificated book-entry securities bearing appropriate restrictive legends.
Immediately following the issuance of such shares, there were 22,741,846 shares of Common Stock outstanding.
Item 7.01 Regulation FD Disclosure.
On June 29, 2026, the Company issued a press release relating to the transactions that are subject to the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description | |
| 10.1† | Membership Interest Purchase Agreement, dated as of June 29, 2026, by and among Intrusion Inc., OW Cyber LLC, and VigilAigent Corp. | |
| 99.1 | Press Release issued by Intrusion Inc., on June 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Intrusion, Inc. | ||
| Dated: June 30, 2026 | By: | /s/ Kimberly Pinson |
| Kimberly Pinson | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Intrusion Inc. Announces Acquisition of VigilAigent to Create an AI-Native Cybersecurity Platform
Acquisition improves Company’s top line by adding approximately $3.5 million in annual recurring revenue from multi-year contracts
Integrates an established commercial network of reseller partners and customers
Company to host special call to discuss the acquisition at 10:00 a.m. ET on June 30, 2026
PLANO, Texas, June 29, 2026 (ACCESSWIRE) -- Intrusion Inc. (NASDAQ: INTZ) (“Intrusion” or the “Company”), a leader in cyberattack prevention solutions, today announced it has completed the acquisition of VigilAigent, a cybersecurity managed security service provider (MSSP), from Tego Cyber Inc. The acquisition will accelerate Intrusion’s growth strategy by adding approximately $3.5 million in annual recurring revenue (ARR) from a diversified base of multi-year customer contracts, an established reseller network of more than 80 partners, and an installed base of approximately 1,000 customers – extending Intrusion's commercial reach from day one.
VigilAigent’s proprietary Agentic AI engine, The Oracle, is now being integrated with Intrusion’s TraceCop database, uniting two highly complementary assets built on years of research and development by both organizations. The Oracle already sees and learns from 1 billion events each day; paired with TraceCop's historical intelligence on more than 8.5 billion IP addresses, it accelerates threat detection, deepens visibility, and delivers more actionable protection. Together, the combined platform creates a stronger commercial offering than either company could deliver alone and unlocks new revenue streams and immediate cross-selling opportunities across both Intrusion and VigilAigent’s partner and customer network.
Bobby Mikkelsen, Chief Executive Aigent, and Mark Porter, Chief Revenue Officer of VigilAigent, have joined Intrusion’s senior management team.
"The acquisition of VigilAigent is a significant step forward for Intrusion and a natural evolution of our growth strategy,” said Tony Scott, CEO of Intrusion Inc. “AI is reshaping the cybersecurity space as its increased adoption has significantly reduced the cost, technical expertise and time required to develop and execute highly sophisticated and scalable attacks. More than ever, customers need cybersecurity solutions that can get ahead of these threats, and the combination of VigilAigent’s Agentic AI capabilities and our TraceCop intelligence gives us exactly that. By meaningfully scaling our commercial business, this platform strengthens our customer-expansion efforts and our top-line growth from day one as VigilAigent brings roughly $3.5 million ARR and an established base of partners and customers. We look forward to working closely with the VigilAigent team as we continue to make great strides toward creating sustainable growth and long-term profitability.”
“Intrusion is a natural home for what we have built at VigilAigent,” added Mark Porter, CRO of VigilAigent. “Bringing our Agentic AI engine, The Oracle, together with Intrusion’s TraceCop creates a platform for customers that will deliver more actionable protection and help them navigate the growing AI-driven threat environment. We look forward to joining the team and helping drive future financial growth.”
Conference Call
Intrusion will discuss the acquisition during a webcast at 10:00 a.m. Eastern Time on Tuesday, June 30, 2026.
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Interested investors can access the live call by dialing 1-888-506-0062, or 1-973-528-0011 for international callers, and providing the following access code: 845540. The call will also be webcast live (LINK). For those unable to participate in the live conference call, a replay will be accessible until July 14, 2026, by dialing 1-877-481-4010, or 1-919-882-2331 for international callers, and entering the following access code: 54207. Additionally, a live and archived audio webcast of the conference call will be available at www.intrusion.com.
About Intrusion Inc.
Intrusion Inc. is a cybersecurity company based in Plano, Texas, specializing in advanced threat intelligence. At the core of its capabilities is TraceCop, a proprietary database that catalogs the historical behavior, associations, and reputational risk of IPv4 and IPv6 addresses, domain names, and hostnames. Built on years of gathering global internet intelligence and supporting government entities, this data forms the backbone of Intrusion's commercial solutions.
Its most recent solution is Intrusion Shield - a next-generation network security platform designed to detect and prevent threats in real time. In observe mode, Shield delivers analytical insights powered by Intrusion's exclusive data, helping organizations identify unseen patterns and previously unknown risks. In protect mode, it monitors traffic flow and automatically blocks known malicious and unknown connections from entering or exiting the network - providing a powerful defense against Zero-Day threats and ransomware. By integrating Shield into a network, organizations can elevate their overall security posture and enhance the performance of their broader cybersecurity architecture.
About VigilAigent
VigilAigent is redefining managed security with Ai-powered Virtual Aigents™ that combine human vigilance with the speed and accuracy of Agentic Ai to create a “security fabric” to modernize cyber defense.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts contained herein, including statements regarding our financial position; our ability to continue our business as a going concern; our business, sales, and marketing strategies and plans; our ability to successfully market, sell, and deliver our Intrusion Shield commercial product and solutions to an expanding customer base; are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. Forward-looking statements contained in this press release include, but are not limited to, such statements.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this press release primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in our filings with the Securities and Exchange Commission, including but not limited to our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as the same may be updated from time to time.
The forward-looking statements made herein relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events, except as required by law.
IR Contact:
Alpha IR Group
Mike Cummings or Josh Carroll
INTZ@alpha-ir.com
Source: Intrusion Inc.
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