Business Context and Reporting Period
Company: Intrusion Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 14, 2026
Reporting Period: Specific event date (August 14, 2026)
Context: The Company announced the approval of a Warrant Inducement Program to encourage the cash exercise of existing common stock purchase warrants.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on capital structure adjustments related to warrant exercises.
| Metric | Value |
|---|---|
| Existing Warrants Outstanding | 3,198,085 shares |
| Weighted Average Exercise Price (Existing) | $3.26 per share |
| Inducement Exercise Price | $0.795 per share |
| New Warrant Exercise Price | $0.67 per share |
Material Changes
The primary material change is the entry into a definitive agreement to modify the terms of existing warrants. Key changes include:
- Price Reduction: The exercise price for existing warrants is temporarily reduced from a weighted average of $3.26 to $0.795 per share.
- Effective Period: The offer is valid from August 17, 2026, to 5:00 p.m. Eastern Time on August 28, 2026.
- New Securities Issuance: For every share purchased via the inducement, holders receive one new warrant (New Warrant) exercisable at $0.67 per share.
- Restrictions: New Warrants are subject to a mandatory 6-month and 1-day lock-up period before they become exercisable and expire 5 years after becoming exercisable.
Guidance, Outlook, and Risks
Management Commentary: The Board approved the program to induce cash exercises, which typically provides immediate liquidity to the company. The pricing structure ($0.795 inducement price) includes a $0.125 component attributable to the purchase price of the New Warrant to comply with Nasdaq Listing Rule 5635(d).
Risks and Contingencies:
- Regulatory Compliance: The transaction relies on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.
- Investor Status: Participating holders must represent they are "accredited investors" acquiring securities for investment purposes only.
- Resale Restrictions: Securities issued will bear restrictive legends and cannot be sold absent registration or an applicable exemption.
Investor Verification Checklist
- Verify the total number of Existing Warrants actually exercised during the Effective Period (August 17–28, 2026) to assess actual cash inflow.
- Confirm the dilution impact on existing shareholders resulting from the issuance of New Warrants and the exercise of Existing Warrants at the reduced price.
- Review the full text of the Form of Inducement Letter (Exhibit 10.1) for specific terms regarding the 6-month lock-up period on New Warrants.
- Monitor future filings to ensure compliance with Nasdaq minimum price requirements and listing rules following the transaction.