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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): May 14,
2026
INTRUSION
INC.
(Exact Name of Registrant
as Specified in Its Charter)
| Delaware |
001-39608 |
75-1911917 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File
Number) |
(IRS Employer
Identification No.) |
101
East Park Blvd, Suite
1200 Plano, Texas |
75074 |
| (Address of Principal Executive Offices) |
(Zip Code) |
(888) 637-7770
(Registrant’s Telephone Number,
Including Area Code)
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 par value per share |
INTZ |
NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 14, 2026, Intrusion, Inc. (the “Company”)
issued a press release providing information about its operating and financial results for the quarter ended March 31, 2026. A copy of
the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The information included in this Item 2.02, including
Exhibit 99.1, shall not be deemed to be “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 such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No. |
|
Description |
| 99.1 |
|
Press release of the registrant, issued on May 14, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 14, 2026 |
By: |
/s/ Kimberly Pinson |
| |
|
Kimberly Pinson |
| |
|
Chief Financial Officer |
Exhibit 99.1

Intrusion Inc. Reports
First Quarter 2026 Results
Continued adoption of Shield technology supports
the Company’s expected transition to profitability in fiscal 2026
PLANO, Texas, May 14, 2026 (ACCESSWIRE) --
Intrusion Inc. (NASDAQ: INTZ) (“Intrusion” or the “Company”), a leader in cyberattack prevention solutions, announced
today financial results for the first quarter ended March 31, 2026.
Recent Financial & Business Highlights:
| · |
Secured a $4 million contract to deliver our cyber threat intelligence and
critical infrastructure protection technology to a state government agency. |
| | | |
| · | Entered into a $3 million secured financing agreement
to strengthen liquidity position and support near-term operating priorities. |
| | | |
| · | Launched the P.O.S.S.E (Protecting Our Sheriff's
Security Everywhere) Program in February through a partnership with PortNexus that utilizes Shield On-Premise to help protect law enforcement
from cyber threats. |
“Our first quarter results primarily reflect
the timing impact of the previously disclosed contract extension delay related to our critical infrastructure technology with the Department
of War that was driven by federal funding and procurement delays,” said Tony Scott, CEO of Intrusion. “We expect to recover
this revenue in future periods as federal funding resumes and procurement activity returns to more typical levels. Furthermore, we continue
to remain confident that we will see further expansion of our critical infrastructure solution both domestically and internationally with
the Department of War throughout 2026 and beyond.”
Mr. Scott concluded, “As we look ahead to
the remainder of fiscal year 2026, we are optimistic that we will see an improvement in our financial results. This is supported by strengthening
sales momentum, including broader adoption of the P.O.S.S.E Program through our partnership with PortNexus, and the recent award of a
$4 million contract to provide our cyber threat intelligence and critical infrastructure protection solutions to a state government agency.
These developments give us great confidence that Intrusion remains on track to achieve profitability by the end of the fiscal year and
deliver value for our shareholders.”
First Quarter Financial Results
Revenue for the first quarter
of 2026 was approximately $0.9 million, representing a decrease of 50% on a year-over-year basis. Performance continued to be impacted
by delays in the award of a key U.S. government contract. The Company remains optimistic that a meaningful portion of the associated revenue
will be realized in future periods subject to final award timing and funding approvals.
The gross profit margin was 74% for the first quarter
of 2026, down slightly from the prior year period. Gross margin varies based on product mix.
Operating expense for the first quarter of 2026 was
$4.2 million, up $0.8 million compared to the first quarter of 2025.
Net loss for the first quarter of 2026 was $3.6 million,
or $(0.18) per share, which is down $1.5 million when compared to prior year performance.
As of March 31, 2026, cash and cash equivalents were
$1.4 million. In early April, the Company entered into a $3 million secured financing agreement, strengthening its liquidity position
and supporting near-term operating priorities. The facility provides additional financial flexibility to execute on strategic initiatives.
Conference Call
Intrusion’s
management will host a conference call today at 5:00 P.M. EDT. 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: 624002. The call will also be webcast live
(LINK) For those unable to participate in the live conference call, a replay
will be accessible beginning tonight at 7:00 P.M. EDT until May 28, 2026, by dialing 1-877-481-4010, or 1-919-882-2331 for international
callers, and entering the following access code: 53875. 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.
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.
INTRUSION INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
| | |
| | |
| |
| | |
March 31, 2026 | | |
December 31, 2025 | |
| | |
(unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 1,366 | | |
$ | 3,624 | |
| Accounts receivable, net of allowance of $0.1 million | |
| 37 | | |
| 131 | |
| Prepaid expenses and other assets | |
| 602 | | |
| 476 | |
| Total current assets | |
| 2,005 | | |
| 4,231 | |
| Noncurrent Assets: | |
| | | |
| | |
| Property and equipment: | |
| | | |
| | |
| Equipment | |
| 2,971 | | |
| 2,917 | |
| Capitalized software development | |
| 5,861 | | |
| 5.663 | |
| Leasehold improvements | |
| 18 | | |
| 18 | |
| Property and equipment, gross | |
| 8,850 | | |
| 8,598 | |
| Accumulated depreciation and amortization | |
| (4,687 | ) | |
| (4,313 | ) |
| Property and equipment, net | |
| 4,163 | | |
| 4,285 | |
| Finance leases, right-of-use (“ROU”) assets, net | |
| 193 | | |
| 222 | |
| Operating leases, ROU assets, net | |
| 1,320 | | |
| 1,392 | |
| Other assets | |
| 256 | | |
| 257 | |
| Total noncurrent assets | |
| 5,932 | | |
| 6,156 | |
| TOTAL ASSETS | |
$ | 7,937 | | |
$ | 10,387 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable, trade | |
$ | 1,049 | | |
$ | 492 | |
| Accrued expenses | |
| 519 | | |
| 357 | |
| Finance lease liabilities, current portion | |
| 127 | | |
| 167 | |
| Operating lease liabilities, current portion | |
| 146 | | |
| 266 | |
| Deferred revenue | |
| 1,044 | | |
| 503 | |
| Total current liabilities | |
| 2,885 | | |
| 1,785 | |
| | |
| | | |
| | |
| Noncurrent Liabilities: | |
| | | |
| | |
| Finance lease liabilities, noncurrent portion | |
| 5 | | |
| 6 | |
| Operating lease liabilities, noncurrent portion | |
| 1,348 | | |
| 1,319 | |
| Total noncurrent liabilities | |
| 1,353 | | |
| 1,325 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ Equity: | |
| | | |
| | |
| Preferred stock, $0.01 par value: Authorized shares – 5,000; Issued shares – 0 in 2026 and 2025 | |
| – | | |
| – | |
| Common stock, $0.01 par value: Authorized shares – 80,000; Issued shares – 20,370 in 2026
and 20,117 in 2025; Outstanding shares – 20,369 in 2026 and 20,116 in 2025 | |
| 204 | | |
| 201 | |
| Common stock held in treasury, at cost – 1 share(s) | |
| (362 | ) | |
| (362 | ) |
| Additional paid-in capital | |
| 134,529 | | |
| 134,547 | |
| Accumulated deficit | |
| (130,629 | ) | |
| (127,066 | ) |
| Accumulated other comprehensive loss | |
| (43 | ) | |
| (43 | ) |
| Total stockholders’ equity | |
| 3,699 | | |
| 7,277 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 7,937 | | |
$ | 10,387 | |
INTRUSION
INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
| | |
| | |
| |
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenue | |
$ | 888 | | |
$ | 1,775 | |
| Cost of revenue | |
| 229 | | |
| 432 | |
| | |
| | | |
| | |
| Gross profit | |
| 659 | | |
| 1,343 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Sales and marketing | |
| 1,631 | | |
| 1,184 | |
| Research and development | |
| 1,451 | | |
| 1,218 | |
| General and administrative | |
| 1,149 | | |
| 1,034 | |
| | |
| | | |
| | |
| Operating loss | |
| (3,572 | ) | |
| (2,093 | ) |
| | |
| | | |
| | |
| Interest expense | |
| (11 | ) | |
| (29 | ) |
| Other income (expense), net | |
| 20 | | |
| 24 | |
| | |
| | | |
| | |
| Net loss | |
$ | (3,563 | ) | |
$ | (2,098 | ) |
| | |
| | | |
| | |
| Net loss per share: | |
| | | |
| | |
| Basic | |
$ | (0.18 | ) | |
$ | (0.11 | ) |
| Diluted | |
$ | (0.18 | ) | |
$ | (0.11 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | |
| Basic | |
| 20,274 | | |
| 19,216 | |
| Diluted | |
| 20,274 | | |
| 19,216 | |