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Intrusion Inc. is soliciting proxies for its virtual Annual Meeting of Stockholders to be held at 9:00 a.m. CT on August 27, 2026. The Board asks holders to vote on (1) election of five directors, (2) ratification of Whitley Penn LLP as auditors, (3) approval to permit issuance of common stock in excess of Nasdaq’s 19.9% threshold related to the Company’s June 29, 2026 Membership Interest Purchase Agreement to acquire OW Cyber LLC, and (4) adjournment authority to solicit additional proxies if needed.
The Company completed a First Closing on June 29, 2026 acquiring 60% of the Target for a purchase price of $1,950,000, paid via cash, a prior deposit credit, and the issuance of unregistered Common Stock at a contract price of $0.67 per share. The Second Closing contemplates payment of $1,300,000 in cash and potential contingent Earn-Out Consideration of up to $6,900,000 payable in unregistered shares upon achievement of ARR and operating cash flow milestones through March 31, 2028. The Board unanimously recommends a vote FOR all proposals.
Tego Cyber Inc. reported beneficial ownership of 2,373,134 shares of INTRUSION INC Common Stock, representing 10.43% of the class. The filing lists Tego Cyber's sole voting and dispositive power over the shares. The report is signed by a Director on 07/08/2026.
INTRUSION INC Chief Executive Officer Scott Anthony reported an open-market-style purchase of company stock through the Employee Stock Purchase Plan. On June 30, 2026, he acquired 2,500 shares of common stock at an average price of $0.7894 per share. After this transaction, he directly holds 641,293 shares of INTRUSION INC common stock, indicating this was a relatively small, routine increase in his existing position linked to the employee plan.
INTRUSION INC Chief Financial Officer Kimberly Pinson bought 2,500 shares of common stock on June 30, 2026. The shares were acquired at an average price of $0.7894 per share through the company’s Employee Stock Purchase Plan after reenrolling on January 1, 2026. Following this transaction, she directly owns 52,569 common shares.
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.
Intrusion Inc. reported a weak quarter with revenue of $0.9 million, down 50% from $1.8 million a year earlier. The company’s net loss widened to $3.6 million, or $0.18 per share, from $2.1 million, or $0.11 per share.
Cash and cash equivalents fell to $1.4 million and working capital turned negative at about $(0.9) million. Management states that recurring losses, negative operating cash flow, and reliance on external financing raise “substantial doubt” about Intrusion’s ability to continue as a going concern.
After quarter-end, Intrusion raised $3.0 million through a secured promissory note and disclosed a Nasdaq notice for failing to meet the $1.00 minimum bid price requirement. The company also signed a new state government subcontract worth approximately $3.9 million, with revenue to be recognized over the contract term.
Intrusion Inc. reported weak first quarter 2026 results as revenue fell sharply while losses widened, but management highlighted new contracts and financing that they believe support a path to profitability later in the year.
Revenue for the quarter ended March 31, 2026 was $0.9 million, down about 50% from $1.8 million a year earlier, mainly due to delays in a key U.S. government contract. Gross profit was $0.7 million with a 74% margin, slightly lower than the prior year.
Operating expenses rose to $4.2 million, leading to a larger operating loss of $3.6 million and a net loss of $3.6 million, or $(0.18) per share, versus a $2.1 million loss, or $(0.11) per share, in 2025. Cash and cash equivalents were $1.4 million at quarter‑end.
To bolster liquidity, Intrusion entered into a $3 million secured financing agreement in early April 2026. The company also secured a $4 million contract with a state government agency for its cyber threat intelligence and critical infrastructure protection technology and is expanding its P.O.S.S.E. law enforcement security program, which management says underpins expectations of reaching profitability by the end of fiscal 2026.
Intrusion, Inc. disclosed that Nasdaq has notified the company its common stock no longer meets the minimum bid price requirement for continued listing on the Nasdaq Capital Market. The stock’s closing bid price was below $1.00 per share for 30 consecutive trading days from March 25, 2026 through May 6, 2026.
The company has a 180‑day grace period, until November 3, 2026, to regain compliance by achieving a closing bid of at least $1.00 for 10 consecutive business days. Intrusion may seek an additional 180‑day extension if it meets other listing standards and could consider a reverse stock split. Its shares remain listed for now, but they could be delisted if compliance is not restored.
Intrusion Inc. entered into a secured financing by issuing a $3,230,000 promissory note for $3,000,000 in cash to Streeterville Capital. The note bears 7% annual interest, compounds daily, matures in 24 months, and is secured by a first‑priority lien on all company assets and intellectual property. After 90 days, a monitoring fee increases the outstanding balance by about 17.65%, and the investor may require cash redemptions of up to $250,000 per month starting six months after funding. The deal also adds restrictive covenants on future financings, a most‑favored‑nation clause, and a 10% participation right for the investor in future debt or equity raises.
Intrusion Inc. reports higher revenue but ongoing losses and liquidity pressure. For the year ended December 31, 2025, revenue rose 22.9% to $7.1 million, mainly from U.S. Department of Defense work, while net loss widened to $9.1 million.
Gross margin stayed strong at 75.8%, but operating expenses grew 13% to $14.5 million. The company used $6.8 million in operating cash and ended 2025 with $3.6 million of cash and $2.4 million of working capital, relying heavily on equity raises, including a $7.0 million registered direct offering and draws under a standby equity purchase agreement.
Auditors included a going concern explanatory paragraph, citing recurring losses, negative operating cash flows, and dependence on external financing. Government customers contributed 94.6% of 2025 revenue, with three entities each over 10%, leaving results highly exposed to federal budget timing and priorities. A 1‑for‑20 reverse stock split was effected in March 2024, and the company now has an ATM program with H.C. Wainwright for up to $50.0 million of potential future issuances.