{"filing":{"accession_number":"0001683168-26-006767","cik":"0000736012","ticker":"INTZ","company_name":"INTRUSION INC","form":"8-K","filing_date":"2026-08-28","report_date":"2026-08-28","primary_document":"intrusion_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/736012/000168316826006767/intrusion_8k.htm"},"events":[{"id":30238,"run_id":27720,"accession_number":"0001683168-26-006767","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Intrusion Inc. entered into a Note Purchase Agreement with Streeterville Capital on August 28, 2026, issuing a Secured Promissory Note with a principal amount of $1,615,000 and net cash proceeds of $1,500,000. The 24-month note carries 7% interest, is secured by first-priority liens on all company assets and intellectual property, and includes a monitoring fee that increases the outstanding balance by 17.65%, subsidiary guaranty, and restrictive covenants.","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-08-28","form":"8-K","submitted_at":null,"items":[{"id":32783,"accession_number":"0001683168-26-006767","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Intrusion Inc. entered into a Note Purchase Agreement with Streeterville Capital on August 28, 2026, issuing a Secured Promissory Note with a principal amount of $1,615,000 and net cash proceeds of $1,500,000. This is a clear debt issuance under Item 1.01, creating a direct financial obligation with a 24-month maturity, 7% interest, and secured by first-priority liens on all company assets and intellectual property. The material terms—including the monitoring fee that increases the outstanding balance by 17.65%, subsidiary guaranty, and restrictive covenants—make this a material financing event affecting the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T14:02:56.199721+00:00","company_name":"","ticker":null,"filing_date":""},{"id":32785,"accession_number":"0001683168-26-006767","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses creation of a direct financial obligation through a Secured Promissory Note, Security Agreement, and Guaranty, which are hallmarks of debt issuance. The incorporation by reference to Item 1.01 (which typically covers material agreements and transactions) reinforces that this is a material debt financing event. The secured nature and IP collateral indicate a substantive borrowing arrangement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T14:02:56.199721+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30239,"run_id":27720,"accession_number":"0001683168-26-006767","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Intrusion Inc. consummated the Second Closing on August 28, 2026, acquiring the remaining 40% of OW Cyber LLC's membership interests for $1,300,000 in cash, resulting in the target becoming a 100% wholly-owned subsidiary. The transaction follows the First Closing on June 29, 2026 (60% acquisition) and was approved by stockholders on August 27, 2026.","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-08-28","form":"8-K","submitted_at":null,"items":[{"id":32784,"accession_number":"0001683168-26-006767","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a material acquisition: Intrusion Inc. consummated the Second Closing on August 28, 2026, acquiring the remaining 40% of OW Cyber LLC's membership interests for $1,300,000 in cash, resulting in Target becoming a 100% wholly-owned subsidiary. This follows the First Closing on June 29, 2026 (60% acquisition), and satisfies the closing conditions including stockholder approval obtained on August 27, 2026. The transaction is material to investors as it represents a significant business combination and required Nasdaq approval under listing rules.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T14:02:56.199721+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30240,"run_id":27720,"accession_number":"0001683168-26-006767","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"summary":"Intrusion Inc. held its 2026 Annual Meeting of stockholders on August 27, 2026, with certified voting results for four proposals: election of five directors, ratification of Whitley Penn LLP as independent auditor, approval of the VigilAigent transaction framework and equity issuances under Nasdaq Rule 5635, and authorization to adjourn the meeting. All proposals passed, including shareholder approval of the material VigilAigent acquisition involving issuance of shares exceeding 19.9% of outstanding stock.","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-08-28","form":"8-K","submitted_at":null,"items":[{"id":32786,"accession_number":"0001683168-26-006767","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This is a clear disclosure of shareholder voting results from Intrusion Inc.'s 2026 Annual Meeting held on August 27, 2026. The filing reports certified voting outcomes for four proposals: election of five directors, ratification of the independent auditor (Whitley Penn LLP), approval of the VigilAigent transaction framework and equity issuances under Nasdaq Rule 5635, and authorization to adjourn the meeting. The disclosure includes vote tallies (For, Against, Abstain, Broker Non-Votes) for each proposal, meeting the definition of shareholder_vote_results under Item 5.07. The approval of the VigilAigent transaction framework—a material acquisition involving issuance of shares exceeding 19.9% of outstanding stock—makes these results material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T14:02:56.199721+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":32783,"accession_number":"0001683168-26-006767","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Intrusion Inc. entered into a Note Purchase Agreement with Streeterville Capital on August 28, 2026, issuing a Secured Promissory Note with a principal amount of $1,615,000 and net cash proceeds of $1,500,000. This is a clear debt issuance under Item 1.01, creating a direct financial obligation with a 24-month maturity, 7% interest, and secured by first-priority liens on all company assets and intellectual property. The material terms—including the monitoring fee that increases the outstanding balance by 17.65%, subsidiary guaranty, and restrictive covenants—make this a material financing event affecting the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T14:02:56.199721+00:00","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-08-28"},{"id":32784,"accession_number":"0001683168-26-006767","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a material acquisition: Intrusion Inc. consummated the Second Closing on August 28, 2026, acquiring the remaining 40% of OW Cyber LLC's membership interests for $1,300,000 in cash, resulting in Target becoming a 100% wholly-owned subsidiary. This follows the First Closing on June 29, 2026 (60% acquisition), and satisfies the closing conditions including stockholder approval obtained on August 27, 2026. The transaction is material to investors as it represents a significant business combination and required Nasdaq approval under listing rules.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T14:02:56.199721+00:00","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-08-28"},{"id":32785,"accession_number":"0001683168-26-006767","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses creation of a direct financial obligation through a Secured Promissory Note, Security Agreement, and Guaranty, which are hallmarks of debt issuance. The incorporation by reference to Item 1.01 (which typically covers material agreements and transactions) reinforces that this is a material debt financing event. The secured nature and IP collateral indicate a substantive borrowing arrangement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T14:02:56.199721+00:00","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-08-28"},{"id":32786,"accession_number":"0001683168-26-006767","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This is a clear disclosure of shareholder voting results from Intrusion Inc.'s 2026 Annual Meeting held on August 27, 2026. The filing reports certified voting outcomes for four proposals: election of five directors, ratification of the independent auditor (Whitley Penn LLP), approval of the VigilAigent transaction framework and equity issuances under Nasdaq Rule 5635, and authorization to adjourn the meeting. The disclosure includes vote tallies (For, Against, Abstain, Broker Non-Votes) for each proposal, meeting the definition of shareholder_vote_results under Item 5.07. The approval of the VigilAigent transaction framework—a material acquisition involving issuance of shares exceeding 19.9% of outstanding stock—makes these results material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T14:02:56.199721+00:00","company_name":"INTRUSION INC","ticker":"INTZ","filing_date":"2026-08-28"}]}