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  4. [8-K] INTRUSION INC Reports Material Event

Intrusion raises $1.32M via warrant inducement

Intrusion Inc. raised $1.32 million from warrant exercises and issued an equal number of new five-year warrants in a private, unregistered transaction.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Intrusion Inc. (INTZ) reported that its board approved a warrant inducement program under which, from August 17, 2026 through August 28, 2026, certain warrant holders could exercise their existing common stock purchase warrants at a temporarily reduced exercise price of $0.795 per share, which included $0.125 per share attributable to the purchase price of a new common stock purchase warrant. During this inducement period, holders exercised 1,660,954 existing warrants, generating aggregate cash proceeds of $1,320,458. In connection with these exercises, Intrusion issued 1,660,954 new common stock purchase warrants with an exercise price of $0.67 and a five-year exercise period. The issuance of the shares upon exercise of the existing warrants and the shares underlying the new warrants relied on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.

Positive

  • None.

Negative

  • None.

Filing Explained

The completed inducement brought in $1.32 million, while 1,660,954 new five-year warrants create conditional future share-issuance capacity.

The Form 8-K, which reports specified material events, records the completed August 17–28 warrant-inducement period and its unregistered equity issuance.

Holders exercised 1,660,954 existing warrants for $1,320,458 in cash, and the company issued the same number of new warrants. The new warrants have a $0.67 exercise price and a five-year exercise period, so their underlying shares are potential future issuance rather than shares reported as issued in this filing.

Issuing additional shares reduces an existing holder’s percentage ownership absent offsetting changes. The latest reported quarter showed $182,000 of cash and a $3,590,000 operating cash outflow.

The specific follow-up item is whether the newly issued warrants are exercised during their five-year exercise period; this filing does not report that exercise.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Existing warrants exercised 1,660,954 warrants Exercised during the August 17–28, 2026 warrant inducement period
Aggregate cash proceeds $1,320,458 Proceeds received from the exercise of 1,660,954 existing warrants
Temporary exercise price $0.795 per share Reduced exercise price for existing warrants during the inducement program
New Warrant purchase component $0.125 per share Portion of the $0.795 per share attributable to the purchase price of the New Warrant
New Warrant exercise price $0.67 per share Exercise price of each new common stock purchase warrant issued
New warrants issued 1,660,954 warrants New common stock purchase warrants issued in connection with the exercises
New Warrant term 5 years Exercise period for each new common stock purchase warrant
Inducement period August 17–28, 2026 Window during which the reduced exercise price was available
warrant inducement program financial
"the Company’s Board of Directors approved a warrant inducement program that provided"
New Warrant financial
"attributable to the purchase price of the New Warrant, a form of which is filed"
Section 4(a)(2) regulatory
"pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506(b) regulatory
"and/or Rule 506(b) under Regulation D promulgated thereunder"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Regulation D regulatory
"Rule 506(b) under Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

What did Intrusion Inc. (INTZ) announce regarding its warrant inducement program?
Intrusion Inc. announced that from August 17–28, 2026, certain warrant holders could exercise existing common stock purchase warrants at a reduced price of $0.795 per share, tied to the purchase of a new warrant, resulting in exercised warrants and issuance of new warrants.

How much cash did Intrusion Inc. (INTZ) receive from the warrant exercises?
Intrusion Inc. received $1,320,458 in aggregate cash proceeds from the exercise of 1,660,954 existing common stock purchase warrants during the inducement period.

How many Intrusion Inc. (INTZ) warrants were exercised and reissued under the program?
Holders exercised 1,660,954 existing common stock purchase warrants, and Intrusion Inc. issued 1,660,954 new common stock purchase warrants in connection with those exercises.

What are the key terms of the new Intrusion Inc. (INTZ) warrants?
Each new Intrusion Inc. warrant has an exercise price of $0.67 per share and a five-year exercise period, expiring five years after the date it first becomes exercisable.

What was the reduced exercise price offered in Intrusion Inc.’s (INTZ) warrant inducement?
During the inducement period, the existing warrants could be exercised at a reduced price of $0.795 per share, which included $0.125 per share attributable to the purchase price of the new warrant.

Were the Intrusion Inc. (INTZ) warrant transactions registered with the SEC?
No. Intrusion Inc. states that the offering of shares issued upon exercise of the existing warrants and underlying the new warrants relied on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.

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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 28, 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, 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 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 8.01 of this current Report on Form 8-K is incorporated into this Item 3.02 by reference.

 

The offering of shares of the Company’s common stock issued upon the exercise of such Warrants and underlying the New Warrants was undertaken pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) under Regulation D promulgated thereunder.

 

Item 8.01 Other Events.

 

As previously reported, on August 14, 2026, the Company’s Board of Directors approved a warrant inducement program that provided, during the period beginning on August 17, 2026 and continuing through August 28, 2026, holders of certain outstanding common stock purchase warrants of the Company were offered the opportunity to exercise their existing warrants for a temporarily reduced exercise price of $0.795 per share, which includes $0.125 per share that is attributable to the purchase price of the New Warrant, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The New Warrant has an exercise price of $0.67 with an exercise period of five years.

 

During the warrant inducement period, holders exercised 1,660,954 of the existing warrants for aggregate cash proceeds of $1,320,458. In connection with these exercises, the Company issued 1,660,954 new common stock purchase warrants with an exercise price of $0.67 which will expire five years after the date it first becomes exercisable.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

No.

   Description
10.1   Form of New Warrant
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 2 

 

 

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: September 3, 2026 By: /s/ Kimberly Pinson
    Kimberly Pinson
    Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 3 

Source: View Original Filing on SEC EDGAR

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