Intrusion: Tego Cyber reports about 8.9% stake

Available on EDGAR 11/12/2026 - 12:40 PM EST Accepted by SEC EDGAR 11/12/2026 - 12:39 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Intrusion Inc. (INTZ) has a stockholder, Tego Cyber, Inc., reporting beneficial ownership of 2,373,134 common shares, approximately 8.9% of the outstanding shares. Tego Cyber received the shares as partial consideration for selling a 60% membership interest in OW Cyber LLC, operating as VigilAigent, under a June 29, 2026 purchase agreement.

Under the agreement, Tego Cyber may receive up to $6,900,000 in additional unregistered Intrusion shares if specified annual recurring revenue and operating cash flow milestones are achieved through March 31, 2028. Tego Cyber also intends to seek discussions with Intrusion’s board regarding CEO succession, board composition and operating expense reductions.

Filing Explained

Tego’s Schedule 13D reports that it sent the board a letter on or about November 9, 2026, proposing an independent review of historical gross-margin presentation and expense classifications. The review and governance changes remain proposals, and the filing reports no share transactions; no ownership or governance change is reported as completed here.

Key Figures

Beneficially owned common shares: 2,373,134 shares Ownership of outstanding shares: Approximately 8.9% OW Cyber membership interest sold: 60% +1 more

4 metrics

Beneficially owned common shares 2,373,134 shares Reported by Tego Cyber

Ownership of outstanding shares Approximately 8.9% Based on the latest report filed with the SEC

OW Cyber membership interest sold 60% Partial consideration included Intrusion common shares

Potential additional consideration Up to $6,900,000 in unregistered shares Subject to specified annual recurring revenue and operating cash flow milestones through March 31, 2028

Key Terms

beneficially owned, Membership Interest Purchase Agreement, annual recurring revenue, operating cash flow, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Membership Interest Purchase Agreement financial

"pursuant to a Membership Interest Purchase Agreement"

A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.

annual recurring revenue financial

"specified annual recurring revenue and operating cash flow milestones"

Annual recurring revenue is the predictable amount of money a company expects to earn each year from ongoing customer subscriptions or contracts. It helps businesses understand how much steady income they can count on, much like a subscription service that charges customers every month or year. This figure is important because it shows the company's stability and growth potential.

operating cash flow financial

"specified annual recurring revenue and operating cash flow milestones"

Operating cash flow is the amount of money a company earns from its main business activities, like selling products or services. It shows how well the company can generate cash to pay bills, invest in growth, or return money to shareholders. This figure helps investors understand if the company’s core operations are healthy and sustainable.

unregistered shares financial

"up to $6,900,000 in unregistered shares"

Unregistered shares are company stock that was issued without going through the usual public registration process under securities law, meaning they carry legal limits on when and how they can be sold. For investors this matters because these shares are often harder to trade and may need to be held for a set period or meet specific conditions before sale, which affects liquidity, valuation and the timing of any potential gains or losses—think of them as tickets that aren’t yet cleared for resale.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many INTZ shares does Tego Cyber beneficially own?

Tego Cyber reports beneficial ownership of 2,373,134 shares of Intrusion common stock, approximately 8.9% of outstanding shares based on the latest report filed with the SEC.

What additional consideration could Tego Cyber receive from Intrusion?

Tego Cyber may receive up to $6,900,000 in unregistered Intrusion common shares upon achievement of specified annual recurring revenue and operating cash flow milestones through March 31, 2028. The agreement also says Tego Cyber may be entitled to release of shares previously placed in escrow for potential indemnity claims.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

INTRUSION INC

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

46121E304

(CUSIP Number)

Richard Smith
8565 S Eastern Ave Suite 150,
Las Vegas, NV, 89123
7789891667

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 46121E304

1

Name of reporting person

Tego Cyber, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,373,134.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,373,134.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,373,134.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: INTRUSION INC
(c)	Address of Issuer's Principal Executive Offices: 101 EAST PARK BLVD, SUITE 1200, PLANO, TEXAS , 75074.
Item 2.	Identity and Background
(a)	Tego Cyber Inc is a corporation organized under the laws of Nevada
(b)	8565 S Eastern Ave, Suite 150, Las Vegas, NV 89123
(c)	Holding Company
(d)	No
(e)	No
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	The shares of common stock of Intrusion Inc. beneficially owned by the Reporting Person were acquired as partial consideration for the sale of a 60% membership interest in OW Cyber LLC (operating as VigilAigent) to Intrusion Inc. pursuant to a Membership Interest Purchase Agreement dated June 29, 2026.
Item 4.	Purpose of Transaction
	The reporting person acquired the shares for investment purposes. Based on publicly available information, the reporting person has determined that the Company's current board and management have not delivered acceptable operating or capital structure results and that changes are necessary to protect and enhance shareholder value. The reporting person intents to engage with the Board of Directors regarding the following matters and reserves the right to take any actions it deems appropriate in furtherance of these purposes. Operating performance - The Company has reported continuing losses and a going-concern warning. Cash balances have been low relative to operating cash burn. Revenue growth has not translated into improved profitability or a clear path to sustainable operations. Capital structure and dilution - In August 2026 the Company conducted a warrant inducement in which certain existing warrants were exercised at a temporarily reduced price of $0.795 per share and new warrants were issued at $0.67. The new low priced warrant overhang increases potential dilution and creates additional downward pressure on the stock price. This structure impairs the Company's ability to maintain compliance with Nasdaq listing standards. Repeated optimistic representations that were never realized - Management has repeatedly stated objectives of reaching profitability or cash flow positivity (including targets framed around the of of 2026, even break even by the third quarter of 2026). Actual results have not met these eqxpectations. Governance and accountability - At the August 27, 2026 annual meeting the Board nominated and shareholders elected the same five directors (Anthony Scott, Anthony J. LeVecchio, Katrinka B. McCallum, Gregory K. Wilson, and Dion Hinchcliffe). The election was uncontested. No alternative nominees were advanced. The CEO's employment agreement is set to expire on November 15, 2026. The Board has not demonstrated accountability for the results described above. Capital markets execution - The August 2026 warrant inducement reflects decisions that have increased dilution, created a low price warrant overhand, and limited the Company's options for raising capital on terms that protect existing common shareholders. Proposals The reporting person intends to seek discussions with the Board regarding: -Decline to enter into a new employment agreement with the current CEO on terms that continue the status quo, and instead initiate an orderly CEO succession process. -Reconstitute the Board to add directors with demonstrated public-company operating, financial, and capital markets experience who are independent of the current management team. -Implement immediate and material reductions in operating expenses to align with current revenue levels. -Commission an independent review of historical gross margin presentation and expense classifications. The reporting person may communicate with other shareholders, make further proposals, nominate directors, or take other steps it deems appropriate. It may also acquire additional shares or dispose of shares, subject to applicable law and any required 13D amendments. The reporting person reserves the rights to change its plans or intentions at any time.
Item 5.	Interest in Securities of the Issuer
(a)	2,373,134 shares of common stock representing approximately 8.9% of outstanding shares based on latest report filed with SEC
(b)	2,373,134
(c)	none
(d)	none
(e)	n/a
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than as described in this Schedule 13D, the Reporting Person has no contracts, arrangements, understandings, or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including by not limited to transfer of voting of any of the securities, finder fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. The Reporting Person is party to a Membership Interest Purchase Agreement dated June 29, 2026 with Intrusion Inc. and OW Cyber LLC, pursuant to which the Reporting Person sold its membership interest in OW Cyber LLC. Under the agreement, the Reporting Person is entitled to receive additional consideration of up to $6,900,000 in unregistered shares of Intrusion Inc. common stock upon the achievement of specified annual recurring revenue and operating cash flow milestones through March 31, 2028, as more fully described in Intrusion Inc.'s Current Report on Form 8-K filed on June 30, 2026. The Reporting Person may also be entitled to the release of shares previously placed in escrow for potential indemnity claims under the agreement. On or about November 9, 2026, the Reporting Person sent a letter to the Board of Directors of Intrusion Inc. outlining its views on the Company's operating performance, capital structure, and governance and requesting discussions regarding possible changes to the Board and management. A copy of the letter is attached as Exhibit 1 and is incorporated herein by reference. Except as set forth in this Item 6, the Reporting Person has no other contracts, arrangements, understandings, or relationships with respect to the securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Tego Cyber, Inc.

Signature:	Anthony (Tony) Emililo D'Andrea
Name/Title:	CEO/Director
Date:	11/12/2026