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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): August 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) |
(972) 234-6400
(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, par value $0.01 per share |
INTZ |
The 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 1.01 Entry into a Material Definitive Agreement.
Warrant Inducement Program
On August 14, 2026, the Board
of Directors (the “Board”) of Intrusion Inc., a Delaware corporation (the “Company”), pursuant to a Unanimous
Written Consent under Section 141(f) of the Delaware General Corporation Law, approved a warrant inducement program (the “Warrant
Inducement Program”) and the form of warrant inducement letter (the “Inducement Letter”) to be offered to holders of
certain existing common stock purchase warrants of the Company (the “Existing Warrants”).
As of August 14, 2026, there were Existing Warrants
outstanding to purchase up to an aggregate of 3,198,085 shares of the Company's common stock, par value $0.01 per share (the “Common
Stock”), with a weighted average exercise price of approximately $3.26 per share. Under the terms of the Warrant Inducement Program,
the Company is offering the holders of the Existing Warrants the opportunity to exercise their Existing Warrants for cash at a temporarily
modified exercise price of $0.795 per share (the “Inducement Exercise Price”) during an effective period commencing on August
17, 2026, and expiring at 5:00 p.m. Eastern Time on August 28, 2026 (the “Effective Period”).
As an incentive to induce the cash exercise of
the Existing Warrants during the Effective Period, the Company has agreed to issue to each participating holder one new common stock purchase
warrant (each, a “New Warrant”) for each share of Common Stock purchased upon cash exercise of Existing Warrants at the Inducement
Exercise Price. Each New Warrant will entitle the holder to purchase one share of Common Stock at an initial exercise price of $0.67 per
share.
To ensure compliance with the applicable rules
and regulations of The Nasdaq Stock Market LLC (“Nasdaq”), including Nasdaq Listing Rule 5635(d) (Transactions Other Than
Public Offerings) and Listing Rule 5635(b) (Change of Control), and related Nasdaq guidance regarding the aggregation of underlying warrant
shares and minimum price requirements: (i) the Inducement Exercise Price of $0.795 per share includes $0.125 per share attributable to
the purchase price of each New Warrant under Nasdaq guidance; and (ii) each New Warrant issued pursuant to the Warrant Inducement Program
contains a mandatory restriction providing that it will NOT be exercisable until the date that is exactly six (6) months and one (1) day
following the date of issuance. Each New Warrant will expire five (5) years from the date it first becomes exercisable.
The foregoing description of the Form of Inducement
Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Inducement Letter
(including Exhibit A (Notice of Exercise) attached thereto), a copy of which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
The offer and issuance of the New Warrants and
the shares of Common Stock underlying the New Warrants are being made 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,
as transactions by an issuer not involving a public offering. Each participating holder will represent that it is an “accredited
investor” as defined in Rule 501(a) of Regulation D and is acquiring the securities for investment purposes only and not with a
view to, or for resale in connection with, any public distribution thereof. The securities will bear appropriate restrictive legends and
may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Warrant
Inducement Letter (including Exhibit A: Notice of Exercise & Inducement Acceptance). |
| 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: August 18, 2026 |
By: |
/s/ Kimberly Pinson |
| |
Name: |
Kimberly Pinson |
| |
Title: |
Chief Financial Officer |
| |
|
|
EXHIBIT INDEX
| Exhibit No. |
Description |
| 10.1 |
Form of Warrant Inducement Letter (including Exhibit A: Notice of Exercise & Inducement Acceptance). |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
