INTRUSION INC 8-K

What Happened

• Intrusion Inc. (INTZ) announced on June 29, 2026 that it entered a Membership Interest Purchase Agreement to acquire OW Cyber LLC from VigilAigent Corp. The Company closed the First Closing on June 29, 2026, acquiring 60% of OW Cyber for a purchase price of $1,950,000 paid via a $200,000 prior-deposit credit, $160,000 cash, and $1,590,000 in unregistered shares issued at $0.67 per share. The Second Closing to acquire the remaining 40% is subject to stockholder and Nasdaq (or other regulatory) approvals and other conditions, with the parties targeting satisfaction or waiver of closing conditions by August 30, 2026 (or later by agreement).

Key Details

• First Closing price: $1,950,000 (60% interest) — paid $200,000 credit, $160,000 cash, $1,590,000 in common stock at $0.67/share.
• Second Closing price: $1,300,000 cash to acquire remaining 40%; closing conditioned on shareholder/Nasdaq approvals and other requirements.
• Earn-out: Seller may receive up to $6,900,000 in contingent consideration payable in shares if OW Cyber meets three ARR and cash-flow milestones (Mar 31, 2027; Sep 30, 2027; Mar 31, 2028), $2.7M per milestone.
• Governance and protections: Intrusion is named initial Manager of OW Cyber; Anthony Scott (Intrusion CEO) appointed OW Cyber CEO/Secretary; Seller must retain at least 40% equity absent written consent. Intrusion deposited 149,254 shares into escrow as indemnity security (released after 12 months). Indemnity: 2-year survival, $50,000 basket, $3,000,000 cap.

Why It Matters

• The transaction gives Intrusion immediate control of OW Cyber’s operations and potential future revenue through an earn-out structure that could add up to $6.9M in stock-based consideration if specific ARR and cash-flow targets are met. Retail investors should note (1) immediate dilution from the stock issued at closing and any future earn-out shares, (2) the requirement for stockholder and Nasdaq approvals before the second closing and issuance of additional shares above 19.9% of outstanding stock, and (3) escrow and indemnity protections that limit near-term seller risk. The company also filed a press release on June 29, 2026 to disclose the transaction.