Form 8-K

8-K — INTRUSION INC

Accession: 0001683168-26-006567

Filed: 2026-08-18

Period: 2026-08-14

CIK: 0000736012

SIC: 3576 (COMPUTER COMMUNICATIONS EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — intrusion_8k.htm (Primary)

EX-10.1 — PRO FORMA FORM OF WARRANT INDUCEMENT LETTER (intrusion_ex1001.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or

15(d) of the Securities Exchange Act of 1934

Date of Report (Date of

earliest event reported): August 14,

2026

INTRUSION

INC.

(Exact Name of Registrant

as Specified in Its Charter)

Delaware

001-39608

75-1911917

(State or Other Jurisdiction

of Incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

101

East Park Blvd, Suite

1200

Plano, Texas

75074

(Address of Principal Executive Offices)

(Zip Code)

(972) 234-6400

(Registrant’s Telephone

Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

Stock, par value $0.01 per share

INTZ

The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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 1.01 Entry into a Material Definitive Agreement.

Warrant Inducement Program

On August 14, 2026, the Board

of Directors (the “Board”) of Intrusion Inc., a Delaware corporation (the “Company”), pursuant to a Unanimous

Written Consent under Section 141(f) of the Delaware General Corporation Law, approved a warrant inducement program (the “Warrant

Inducement Program”) and the form of warrant inducement letter (the “Inducement Letter”) to be offered to holders of

certain existing common stock purchase warrants of the Company (the “Existing Warrants”).

As of August 14, 2026, there were Existing Warrants

outstanding to purchase up to an aggregate of 3,198,085 shares of the Company's common stock, par value $0.01 per share (the “Common

Stock”), with a weighted average exercise price of approximately $3.26 per share. Under the terms of the Warrant Inducement Program,

the Company is offering the holders of the Existing Warrants the opportunity to exercise their Existing Warrants for cash at a temporarily

modified exercise price of $0.795 per share (the “Inducement Exercise Price”) during an effective period commencing on August

17, 2026, and expiring at 5:00 p.m. Eastern Time on August 28, 2026 (the “Effective Period”).

As an incentive to induce the cash exercise of

the Existing Warrants during the Effective Period, the Company has agreed to issue to each participating holder one new common stock purchase

warrant (each, a “New Warrant”) for each share of Common Stock purchased upon cash exercise of Existing Warrants at the Inducement

Exercise Price. Each New Warrant will entitle the holder to purchase one share of Common Stock at an initial exercise price of $0.67 per

share.

To ensure compliance with the applicable rules

and regulations of The Nasdaq Stock Market LLC (“Nasdaq”), including Nasdaq Listing Rule 5635(d) (Transactions Other Than

Public Offerings) and Listing Rule 5635(b) (Change of Control), and related Nasdaq guidance regarding the aggregation of underlying warrant

shares and minimum price requirements: (i) the Inducement Exercise Price of $0.795 per share includes $0.125 per share attributable to

the purchase price of each New Warrant under Nasdaq guidance; and (ii) each New Warrant issued pursuant to the Warrant Inducement Program

contains a mandatory restriction providing that it will NOT be exercisable until the date that is exactly six (6) months and one (1) day

following the date of issuance. Each New Warrant will expire five (5) years from the date it first becomes exercisable.

The foregoing description of the Form of Inducement

Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Inducement Letter

(including Exhibit A (Notice of Exercise) attached thereto), a copy of which is attached hereto as Exhibit 10.1 and incorporated herein

by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

The offer and issuance of the New Warrants and

the shares of Common Stock underlying the New Warrants are being made in reliance upon the exemption from registration provided by Section

4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder,

as transactions by an issuer not involving a public offering. Each participating holder will represent that it is an “accredited

investor” as defined in Rule 501(a) of Regulation D and is acquiring the securities for investment purposes only and not with a

view to, or for resale in connection with, any public distribution thereof. The securities will bear appropriate restrictive legends and

may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Form of Warrant

Inducement Letter (including Exhibit A: Notice of Exercise & Inducement Acceptance).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 18, 2026

By:

/s/ Kimberly Pinson

Name:

Kimberly Pinson

Title:

Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

10.1

Form of Warrant Inducement Letter (including Exhibit A: Notice of Exercise & Inducement Acceptance).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

EX-10.1 — PRO FORMA FORM OF WARRANT INDUCEMENT LETTER

EX-10.1

Filename: intrusion_ex1001.htm · Sequence: 2

Exhibit 10.1

PRO FORMA FORM OF WARRANT INDUCEMENT LETTER

INTRUSION INC.

101 E. Park Blvd., Suite 1200 | Plano, TX 75074

| Tel: (972) 234-6400

Date: August 14, 2026

To Holder: _________________________

Re: Inducement Offer Regarding Cash Exercise of Existing Warrants

and Issuance of New Warrants

Dear _________:

According to the warrant records of Intrusion Inc.,

a Delaware corporation (the “Company”), you are the registered holder of common stock purchase warrants covering an aggregate

of _________ shares of common stock, par value $0.01 per share (“Common Stock”). The specific issuance dates, current exercise

prices, and share coverage of your warrants are summarized below (collectively, the “Existing Warrants”):

Issue Date

Original / Pre-Split Strike

Current Exercise Price

Warrants Outstanding

Inducement Exercise Price

New Warrants Upon Full Exercise

April 2, 2024

N/A

$2.91

___

$0.795

___

April 22, 2024

N/A

$1.70

___

$0.795

___

December 27, 2024

N/A

$0.63

___

$0.795

___

(Note: Across all participating holders, the aggregate Warrant Inducement

Program covers up to 3,198,085 Existing Warrants.)

1. Inducement Offer & New Warrant Issuance. The Company is pleased

to offer you the opportunity to receive a temporary reduction in the current exercise price of each Existing Warrant to $0.795 per share

(the “Inducement Exercise Price”) during the Effective Period (defined below). In consideration for your cash exercise of

all or any portion of your Existing Warrants at the Inducement Exercise Price during the Effective Period, the Company agrees to issue

to you one new Common Stock purchase warrant (each, a “New Warrant”) for each share of Common Stock purchased pursuant to

such cash exercise. Each New Warrant will entitle you to purchase one share of Common Stock at an exercise price of $0.67 per share, subject

to the terms described below.

2. Effective Period. The Inducement Exercise Price and New Warrant

offer shall be open for acceptance beginning on August 14, 2026, and ending at 5:00 p.m. Eastern Time on August 28, 2026 (the “Effective

Period”). The Company reserves the right to reject any Notice of Exercise received after expiration of the Effective Period.

3. Compliance with Nasdaq Rules & Non-Exercisability Period. To

ensure full compliance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”), including Listing Rule 5635(d) regarding

aggregate share issuances below Minimum Price (defined below): (i) the Inducement Exercise Price includes $0.125 per share that is attributable

to the purchase price of each New Warrant under Nasdaq guidance; and (ii) each New Warrant issued pursuant to this Inducement Letter shall

NOT be exercisable until the date that is exactly six (6) months and one (1) day following the closing of the exercise under this Inducement

Letter. Each New Warrant shall expire five (5) years from the date it first becomes exercisable. Pursuant to Nasdaq Listing Rule 5635(d)(1)(A),

“Minimum Price” means the lower of: (i) the Nasdaq Official Closing Price (“NOCP”) of the Company’s Common

Stock immediately preceding the signing of the binding agreement or (ii) the average NOCP of the Company’s Common Stock for the

five trading days immediately preceding the signing of the binding agreement.

4. Private Placement Exemption & Securities Law Restrictions. The

New Warrants and the shares of Common Stock underlying the New Warrants (collectively, the “Securities”) are being offered

and issued in reliance upon the exemption from securities registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended

(the “Securities Act”), and/or Rule 506 of Regulation D. The Securities have not been, and may never be, registered under

the Securities Act or state securities laws and may not be offered, sold, pledged, or transferred absent registration or an applicable

exemption and, accordingly, each certificate, if any, representing such Securities shall bear a legend substantially similar to the following:

“THIS SECURITY HAS NOT BEEN REGISTERED WITH

THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER

THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT

TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT

TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

5. Holder Representations & Warranties. By executing and returning

this Inducement Letter and tendering the Notice of Exercise, the Holder represents and warrants to the Company that, as of the date hereof

and as of each exercise date: (a) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the

Securities Act; (b) The Holder is acquiring the New Warrants and underlying Common Stock as principal for its own account, for investment

purposes only, and not with a view to, or for offer or sale in connection with, any public distribution thereof in violation of the Securities

Act; and (c) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits

and risks of this investment.

6. Governing Law & Warrant Terms. This Inducement Letter is delivered

pursuant to Section 3(g) of the Existing Warrants and is governed by Section 6(f) of the Existing Warrants. This letter shall be governed

by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles.

Attached as Exhibit A is a Notice of Exercise. Exhibit B details instructions

for wiring payment of the exercise price.

Sincerely yours,

INTRUSION INC.

By: _____________________________________

Name: Kimberly Pinson

Title: Chief Financial Officer

Exhibit A

NOTICE OF EXERCISE & INDUCEMENT ACCEPTANCE

TO: Kimberly Pinson, Chief Financial Officer

INTRUSION INC. (Email: Kimberly.Pinson@Intrusion.com)

(1) The undersigned hereby elects to purchase ________ Warrant Shares

of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise

price, as modified by the Inducement Letter of August 14, 2026, in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of in lawful money of the United States.

(3) Please issue said Warrant Shares in the name of the undersigned

or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account

Number: ________________________

SIGNATURE OF HOLDER

Name of Investing Entity: ____________________________________________________

Signature of Authorized Signatory: ____________________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Date: ___________________________________________________________________

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