UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 8.01 of this current Report on Form 8-K is incorporated into this Item 3.02 by reference.
The offering of shares of the Company’s common stock issued upon the exercise of such Warrants and underlying the New Warrants was undertaken pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) under Regulation D promulgated thereunder.
Item 8.01 Other Events.
As previously reported, on August 14, 2026, the Company’s Board of Directors approved a warrant inducement program that provided, during the period beginning on August 17, 2026 and continuing through August 28, 2026, holders of certain outstanding common stock purchase warrants of the Company were offered the opportunity to exercise their existing warrants for a temporarily reduced exercise price of $0.795 per share, which includes $0.125 per share that is attributable to the purchase price of the New Warrant, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The New Warrant has an exercise price of $0.67 with an exercise period of five years.
During the warrant inducement period, holders exercised 1,660,954 of the existing warrants for aggregate cash proceeds of $1,320,458. In connection with these exercises, the Company issued 1,660,954 new common stock purchase warrants with an exercise price of $0.67 which will expire five years after the date it first becomes exercisable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 10.1 | Form of New Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Intrusion, Inc. | ||
| Dated: September 3, 2026 | By: | /s/ Kimberly Pinson |
| Kimberly Pinson | ||
| Chief Financial Officer | ||
| 3 |