{"filing":{"accession_number":"0001683168-26-005193","cik":"0000736012","ticker":"INTZ","company_name":"INTRUSION INC","form":"8-K","filing_date":"2026-06-30","report_date":null,"primary_document":"intrusion_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/736012/000168316826005193/intrusion_8k.htm"},"events":[{"id":17003,"run_id":15224,"accession_number":"0001683168-26-005193","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Intrusion Inc. entered into a Membership Interest Purchase Agreement on June 29, 2026, to acquire 100% of OW Cyber LLC (VigilAigent) from VigilAigent Corp. in a two-stage transaction, with the first closing on June 29, 2026 (60% for $1.95 million in cash, credit, and $1.59 million in unregistered stock) and a second closing contingent on stockholder and Nasdaq approvals (40% for $1.3 million plus up to $6.9 million in earn-out). The acquisition adds approximately $3.5 million in annual recurring revenue, an established reseller network of 80+ partners, ~1,000 customers, and brings two executives into Intrusion's senior management.","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":15287,"accession_number":"0001683168-26-005193","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Intrusion Inc. entered into a Membership Interest Purchase Agreement on June 29, 2026, to acquire 100% of OW Cyber LLC (VigilAigent) from VigilAigent Corp. in a two-stage transaction. The first closing occurred on June 29, 2026, with the Company acquiring 60% of Target's membership interests for $1.95 million (cash, credit, and $1.59 million in unregistered stock), with a second closing contingent on stockholder and Nasdaq approvals for the remaining 40% for $1.3 million plus up to $6.9 million in earn-out consideration. This is a material acquisition that adds approximately $3.5 million in annual recurring revenue and an established customer and reseller base, directly affecting the registrant's financial position and growth strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:43:54.019461+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15288,"accession_number":"0001683168-26-005193","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered issuance of 2,223,549 shares of Common Stock to a buyer under Section 4(a)(2) and Regulation D Rule 506, representing approximately 9.8% dilution to the outstanding share base (from 22.7M shares post-issuance). The press release context (EX-99.1) reveals this equity issuance was part of the acquisition financing for VigilAigent, a material M\u0026A transaction. While the primary event is the acquisition itself, Item 3.02 specifically captures the dilutive equity component of the deal structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:43:54.019461+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15289,"accession_number":"0001683168-26-005193","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The press release announces the completed acquisition of VigilAigent from Tego Cyber Inc., which adds approximately $3.5 million in annual recurring revenue, an established reseller network of 80+ partners, and ~1,000 customers. The acquisition integrates complementary AI and threat-intelligence assets and brings two executives (Bobby Mikkelsen and Mark Porter) into Intrusion's senior management. This is a material acquisition that would significantly affect a reasonable investor's assessment of the company's growth strategy and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:43:54.019461+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15287,"accession_number":"0001683168-26-005193","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Intrusion Inc. entered into a Membership Interest Purchase Agreement on June 29, 2026, to acquire 100% of OW Cyber LLC (VigilAigent) from VigilAigent Corp. in a two-stage transaction. The first closing occurred on June 29, 2026, with the Company acquiring 60% of Target's membership interests for $1.95 million (cash, credit, and $1.59 million in unregistered stock), with a second closing contingent on stockholder and Nasdaq approvals for the remaining 40% for $1.3 million plus up to $6.9 million in earn-out consideration. This is a material acquisition that adds approximately $3.5 million in annual recurring revenue and an established customer and reseller base, directly affecting the registrant's financial position and growth strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:43:54.019461+00:00","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-06-30"},{"id":15288,"accession_number":"0001683168-26-005193","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered issuance of 2,223,549 shares of Common Stock to a buyer under Section 4(a)(2) and Regulation D Rule 506, representing approximately 9.8% dilution to the outstanding share base (from 22.7M shares post-issuance). The press release context (EX-99.1) reveals this equity issuance was part of the acquisition financing for VigilAigent, a material M\u0026A transaction. While the primary event is the acquisition itself, Item 3.02 specifically captures the dilutive equity component of the deal structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:43:54.019461+00:00","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-06-30"},{"id":15289,"accession_number":"0001683168-26-005193","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The press release announces the completed acquisition of VigilAigent from Tego Cyber Inc., which adds approximately $3.5 million in annual recurring revenue, an established reseller network of 80+ partners, and ~1,000 customers. The acquisition integrates complementary AI and threat-intelligence assets and brings two executives (Bobby Mikkelsen and Mark Porter) into Intrusion's senior management. This is a material acquisition that would significantly affect a reasonable investor's assessment of the company's growth strategy and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:43:54.019461+00:00","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-06-30"}]}