INTRUSION INC (symbol: INTZ) is the issuer of record for a Form 4 filing submitted to the SEC. Hinchcliffe Dion reported acquisition or exercise transactions in this Form 4 filing.
INTRUSION INC (INTZ) reported that director Dion Hinchcliffe received an equity award of 86,420 restricted stock units of Common Stock on August 27, 2026 under the 2021 Intrusion, Inc. Omnibus Incentive Plan as part of the compensation plan for non-employee directors. Following this grant, he directly holds 202,843 shares or units in total. The restricted stock units fully vest on the one-year anniversary of the award date.
INTRUSION INC (INTZ) entered into a Note Purchase Agreement with Streeterville Capital, LLC and issued a secured promissory note with an original principal of $1,615,000, receiving cash proceeds of $1,500,000 after a $105,000 original issue discount and $10,000 in expenses. The note bears 7% interest compounded daily, matures on August 28, 2028, is secured by a first-priority lien on all assets and intellectual property, and includes a monitoring fee after 90 days that increases the outstanding balance by approximately 17.65%, plus monthly redemption rights up to $150,000 beginning six months after issuance.
The company used these proceeds to fund the $1,300,000 cash payment at the Second Closing of its Membership Interest Purchase Agreement for OW Cyber LLC, acquiring the remaining 40% membership interest so OW Cyber becomes a wholly owned subsidiary. At the 2026 Annual Meeting, holders of 13,608,357 shares (about 59.79% of voting power) approved all four proposals, including approval under Nasdaq rules for the VigilAigent transaction framework and related equity issuances exceeding 19.9% of outstanding common stock.
INTRUSION INC (INTZ) reported that director Katrinka McCallum had two equity-related transactions involving company securities on 2026-08-26. She received a warrant covering 5,834 shares of common stock at an exercise price of $0.67 per share, recorded at $0.125 per warrant share. On the same date, she exercised a warrant to acquire 5,834 shares of common stock at $0.795 per share, increasing her directly held common stock to 141,551 shares. According to the disclosure, the warrant exercise occurred in conjunction with a Warrant Inducement Letter dated 08/14/2026, under which one new warrant was granted in exchange for each warrant exercised.
INTRUSION INC (INTZ) reported insider equity activity by Chief Executive Officer Scott Anthony. On 2026-08-19, he received a warrant for 62,894 shares of common stock as a grant/award with an exercise price of $0.67 per share, bringing his directly held warrants to 1,204,830. On the same date, he exercised a warrant to acquire 62,894 shares of common stock at $0.795 per share, increasing his directly held common stock to 847,196 shares. The warrant grant was made under a Warrant Inducement Letter dated 08/14/2026, under which one new warrant was granted for each warrant exercised.
INTRUSION INC (INTZ) reported insider activity by Chief Financial Officer Kimberly Pinson. On 2026-08-19 she received a warrant for 18,334 shares of common stock at an exercise price of $0.67 per share and concurrently exercised a warrant to acquire 18,334 common shares at $0.795 per share. Following these transactions, she directly holds 137,601 common shares and 23,334 warrants.
INTRUSION INC (INTZ) director Anthony J. LeVecchio reported two acquisition transactions on 2026-08-19. He received a grant of 8,334 Warrants at a stated value of $0.125 per Warrant, each exercisable for one share of Common Stock at $0.67 per share, in connection with a Warrant Inducement Letter. On the same date, he exercised Warrants to acquire 8,334 shares of Common Stock at a reported price of $0.795 per share. Following these transactions, he directly owns 180,421 shares of Common Stock.
Intrusion Inc. (INTZ) approved a Warrant Inducement Program giving holders of certain existing common stock purchase warrants an opportunity to exercise early at a reduced cash exercise price. As of August 14, 2026, these Existing Warrants covered up to 3,198,085 shares of common stock with a weighted average exercise price of approximately $3.26 per share.
During an Effective Period from August 17–28, 2026, holders may exercise these warrants for cash at a temporarily reduced Inducement Exercise Price of $0.795 per share, which includes $0.125 per share attributable to the purchase price of a new warrant under Nasdaq guidance. For each share purchased, the holder receives one New Warrant to buy one share at an initial exercise price of $0.67 per share. Each New Warrant cannot be exercised until exactly six months and one day after issuance and will expire five years after it first becomes exercisable. The New Warrants and underlying shares are being issued in a private placement relying on Section 4(a)(2) and/or Rule 506 of Regulation D only to accredited investors.
Intrusion Inc. reported weaker results for the three and six months ended June 30, 2026. Revenue was $1.5 million for the quarter and $2.3 million year-to-date, down 22% and 36% from 2025, mainly due to delays in a U.S. Department of War contract and lower INTRUSION Shield sales. Gross margin declined to for the quarter as lower-margin state-level cybersecurity work and reduced Shield mix weighed on profitability.
The company posted a quarterly net loss attributable to Intrusion of $2.6 million and a six-month loss of $6.2 million, both notably higher than a year earlier. Cash and cash equivalents fell to $0.2 million, and management states that recurring losses, negative operating cash flows, and dependence on external financing raise substantial doubt about its ability to continue as a going concern. To bolster liquidity, Intrusion issued a $3.2 million secured note and a $0.4 million short-term note to Streeterville Capital and maintains an unused $50.0 million ATM facility and a $10 million standby equity agreement.
Strategically, Intrusion acquired 60% of VigilAigent for $2.0 million (including $1.6 million in stock) with an agreement to purchase the remaining 40% for $1.3 million in cash and up to $6.9 million in contingent share-based earn-out. VigilAigent contributed modest initial revenue but adds a managed security services platform and about 1,000 customers. Government entities remained highly concentrated customers, providing over 90% of revenue.
Intrusion Inc. reported second quarter 2026 revenue of $1.5 million, up 64% sequentially but down 22% from the prior-year quarter, reflecting delays in a key U.S. government contract. Gross profit margin was 66%, compared with 74% in the first quarter of 2026 and 76% a year earlier, driven by product mix. Operating expenses were $3.4 million, down $0.8 million sequentially and slightly lower than the same period in 2025.
The company reported a second quarter 2026 net loss of $2.6 million, or $(0.13) per share, compared with a net loss of $2.0 million, or $(0.10) per share, a year earlier. As of June 30, 2026, cash and cash equivalents were $0.2 million. Intrusion completed the acquisition of VigilAigent, which is expected to add approximately $3.5 million of annual recurring revenue from multi-year contracts and is intended to enhance revenue quality and accelerate the path to profitability, which management targets for fiscal 2027.
HEAD T JOE reported acquisition or exercise transactions in this Form 4 filing.
Intrusion Inc.’s Chief Technology Officer, T. Joe Head, received a grant of 20,000 restricted stock units for common stock on July 1, 2026 at a reference price of $0.9287 per share. The award, under the 2021 Omnibus Incentive Plan, vests in four equal quarterly installments and increases his direct holdings to 92,556 shares.