8-KFiled Aug 27, 8:00 PM ET

Intrusion Inc. Announces $1.5M Secured Note, Completes Acquisition Closing

$INTZ · INTRUSION INC

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Intrusion Inc. Announces $1.5M Secured Note, Completes Acquisition Closing

What Happened

  • Intrusion Inc. announced on August 28, 2026 that it entered a Note Purchase Agreement with Streeterville Capital, LLC and issued a Secured Promissory Note. The note has an original principal amount of $1,615,000 and provided the Company $1,500,000 in cash proceeds (after a $105,000 original issue discount and $10,000 transaction expenses).
  • That financing funded the Company's Second Closing under the MIPA on August 28, 2026, at which Intrusion acquired the remaining 40% of the Target’s membership interests from the Seller for a $1,300,000 cash payment. The stockholder approval required under Nasdaq rules for that transaction was obtained prior to closing.

Key Details

  • Lender/Investor: Streeterville Capital, LLC. Note principal: $1,615,000; net cash to company: $1,500,000.
  • Interest & term: 7% per annum, compounded daily; maturity 24 months (matures August 28, 2028).
  • Fees, security & guarantee: note includes a monitoring fee provision after 90 days that increases the outstanding balance by ~17.65%; secured by a first‑priority lien on the Company’s assets and IP; OW Cyber, LLC unconditionally guaranteed the obligations.
  • Additional terms: monthly redemption rights for the investor up to $150,000 beginning six months after issuance; investor has a 10% participation right in future financings and consent rights/limitations on certain future issuances; customary covenants for SEC reporting and maintaining listing.

Why It Matters

  • The transaction created a new secured financial obligation (the Note) that increases the Company’s indebtedness and places a first‑priority lien on its assets and intellectual property. The monitoring fee and interest will raise the effective cost of this financing over time.
  • Net proceeds were used to complete the acquisition closing, making the Company the full owner of the Target (100% ownership after acquiring the remaining 40%), which is a material corporate milestone disclosed to investors. The investor’s redemption and participation rights, plus the security and guaranty, may affect the Company’s cash flows and flexibility for future financings.