INTRUSION INC. 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-39608

INTRUSION INC.

(Exact name of registrant as specified in its charter)

Delaware	75-1911917
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

101 East Park Blvd, Suite 1200, Plano, Texas 75074

(Address of principal executive offices)

(Zip Code)

(888) 637-7770

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

* * * * * * * * * *

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	Nasdaq Capital Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value, on May 14, 2026, was 20,369,066.

INTRUSION INC.

INDEX

PART I – FINANCIAL INFORMATION	3

Item 1. Financial Statements	3

Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited), and December 31, 2025	3

Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026, and 2025	4

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026, and 2025	5

Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025	6

Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3. Quantitative and Qualitative Disclosures About Market Risk	19

Item 4. Controls and Procedures	19

PART II – OTHER INFORMATION	20

Item 1. Legal Proceedings	20

Item 1A. Risk Factors	20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities	20

Item 3. Defaults Upon Senior Securities	20

Item 4. Mine Safety Disclosures	20

Item 5. Other Information	20

Item 6. Exhibits	21

Signature Page	22

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

INTRUSION INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amounts)


	March 31, 2026			December 31, 2025
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,366		$	3,624
Accounts receivable, net of allowance of $0.1 million		37			131
Prepaid expenses and other assets		602			476
Total current assets		2,005			4,231
Noncurrent Assets:
Property and equipment:
Equipment		2,971			2,917
Capitalized software development		5,861			5,663
Leasehold improvements		18			18
Property and equipment, gross		8,850			8,598
Accumulated depreciation and amortization		(4,687	)		(4,313	)
Property and equipment, net		4,163			4,285
Finance leases, right-of-use assets (“ROU”), net		193			222
Operating leases, ROU, net		1,320			1,392
Other assets		256			257
Total noncurrent assets		5,932			6,156
TOTAL ASSETS	$	7,937		$	10,387

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable, trade	$	1,049		$	492
Accrued expenses		519			357
Finance lease liabilities, current portion		127			167
Operating leases liabilities, current portion		146			266
Deferred revenue		1,044			503
Total current liabilities		2,885			1,785

Noncurrent Liabilities:
Finance lease liabilities, noncurrent portion		5			6
Operating lease liabilities, noncurrent portion		1,348			1,319
Total noncurrent liabilities		1,353			1,325

Commitments and Contingencies – (See Note 5)		–			–

Stockholders’ Equity:
Preferred stock, $0.01 par value: Authorized shares – 5,000; Issued shares – 0 in 2026 and 2025		–			–
Common stock, $0.01 par value: Authorized shares – 80,000; Issued shares – 20,370 in 2026 and 20,117 in 2025; Outstanding shares – 20,369 in 2026 and 20,116 in 2025		204			201
Common stock held in treasury, at cost – 1 share(s)		(362	)		(362	)
Additional paid-in capital		134,529			134,547
Accumulated deficit		(130,629	)		(127,066	)
Accumulated other comprehensive loss		(43	)		(43	)
Total stockholders’ equity		3,699			7,277
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,937		$	10,387

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTRUSION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)


	Three Months Ended March 31,
	2026			2025
Revenue	$	888		$	1,775
Cost of revenue		229			432

Gross profit		659			1,343

Operating expenses:
Sales and marketing		1,631			1,184
Research and development		1,451			1,218
General and administrative		1,149			1,034

Operating loss		(3,572	)		(2,093	)

Interest expense		(11	)		(29	)
Other income (expense), net		20			24

Net loss	$	(3,563	)	$	(2,098	)

Net loss per share:
Basic	$	(0.18	)	$	(0.11	)
Diluted	$	(0.18	)	$	(0.11	)

Weighted average common shares outstanding:
Basic		20,274			19,216
Diluted		20,274			19,216

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTRUSION INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands)


	Series A Preferred Stock				Common Stock				Treasury Stock					Accumulated Other Comprehensive			Additional Paid-In			Stock Subscription		Accumulated
	Dollars		Shares		Dollars		Shares		Dollars			Shares		Loss			Capital			Receivable		Deficit			Total
Balance, December 31, 2025	$	–		–	$	201		20,117	$	(362	)		1	$	(43	)	$	134,547		$	–	$	(127,066	)	$	7,277
Stock-based compensation expense		–		–		–		–		–			–		–			129			–		–			129
At-the-market (“ATM”) offering fees		–		–		–		–		–			–		–			(3	)		–		–			(3	)
Restricted stock units vested, net of tax withholding		–		–		3		253		–			–		–			(144	)		–		–			(141	)
Net loss		–		–		–		–		–			–		–			–			–		(3,563	)		(3,563	)
Balance, March 31, 2026	$	–		–	$	204		20,370	$	(362	)		1	$	(43	)	$	134,529		$	–	$	(130,629	)	$	3,699


	Series A Preferred Stock						Common Stock				Treasury Stock					Accumulated Other Comprehensive			Additional Paid-In			Stock Subscription			Accumulated
	Dollars			Shares			Dollars		Shares		Dollars			Shares		Loss			Capital			Receivable			Deficit			Total
Balance, December 31, 2024	$	3,827			4		$	156		15,591	$	(362	)		1	$	(43	)	$	122,552		$	(1,872	)	$	(118,007	)	$	6,251
Stock-based compensation expense		–			–			–		–		–			–		–			222			–			–			222
Registered direct offering, net of fees		–			–			24		2,459		–			–		–			7,002			–			–			7,026
Issuance of common stock to reduce note payable		–			–			6		553		–			–		–			531			–			–			537
Exchange of Series A preferred stock for common stock		(3,946	)		(4	)		13		1,293		–			–		–			3,933			–			–			–
Redemption of preferred stock		(187	)		–			–		–		–			–		–			–			–						(187	)
Issuance of preferred stock for payment of preferred return		2			–			–		–		–			–		–			(2	)		–			–			–
Amortization of preferred stock exchange premium		304			–			–		–		–			–		–			(304	)		–			–			–
ATM offering fees		–			–			–		–		–			–		–			(79	)		–			–			(79	)
Standby purchase agreement proceeds, net of fees		–			–			–		–		–			–		–			(143	)		1,872			–			1,729
Net loss		–			–			–		–		–			–		–			–			–			(2,098	)		(2,098	)
Balance, March 31, 2025	$	–			–		$	199		19,896	$	(362	)		1	$	(43	)	$	133,712		$	–		$	(120,105	)	$	13,401

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTRUSION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)


	Three Months Ended March 31,
	2026			2025
Operating Activities:
Net loss	$	(3,563	)	$	(2,098	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		405			540
Provision for credit losses		3			–
Stock-based compensation		129			222
Non-cash lease costs		104			11
Other non-cash interest		–			8
Changes in operating assets and liabilities:
Accounts receivable		91			39
Prepaid expenses and other assets		(127	)		(688	)
Accounts payable and accrued expenses		719			215
Operating lease liabilities		(123	)		(127	)
Deferred revenue		541			188
Net cash used in operating activities		(1,821	)		(1,690	)

Investing Activities:
Purchases of property and equipment		(54	)		(392	)
Capitalized software development		(198	)		(395	)
Net cash used in investing activities		(252	)		(787	)

Financing Activities:
Proceeds from public stock offering net of fees		(3	)		(79	)
Proceeds from registered direct offering, net of fees		–			7,026
Proceeds from stock subscription receivable		–			1,542
Reduction of finance lease liabilities		(41	)		(119	)
Cash paid for taxes withheld on net settled restricted stock unit vesting		(141	)		–
Net cash (used in) provided by financing activities		(185	)		8,370

Net (decrease) increase in cash and cash equivalents		(2,258	)		5,893
Cash and cash equivalents at beginning of period		3,624			4,851
Cash and cash equivalents at end of period	$	1,366		$	10,744

SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:
Cash paid for interest	$	–		$	3

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capitalized asset and capitalized software included in accounts payable	$	–		$	337
Common stock issued to reduce notes payable	$	–		$	537
Preferred return on preferred stock	$	–		$	2
Exchanges of preferred stock for common stock	$	–		$	3,946
Amortization of preferred stock exchange premium	$	–		$	304

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTRUSION INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Description of Business

Intrusion Inc. (together with its consolidated subsidiaries, the “Company,” “Intrusion,” “Intrusion Inc.,” “we,” “us,” “our,” or similar terms) was organized in Texas in September 1983 and reincorporated in Delaware in October 1995. Our principal executive offices are located at 101 East Park Boulevard, Suite 1200, Plano, Texas 75074, and our telephone number is (888) 637-7770. Our website URL is www.intrusion.com.

The Company develops, sells, and supports products that protect any-sized company or government organization by fusing advanced threat intelligence with real-time mitigation to kill cyberattacks as they occur – including Zero-Days. The Company markets and distributes the Company’s solutions through value-added resellers, managed service providers and a direct sales force. The Company’s end-user customers include United States (“U.S.”) federal government entities, state and local government entities, and companies ranging in size from mid-market to large enterprises.

TraceCop (“TraceCop™”) and Savant (“Savant™”) are registered trademarks of Intrusion Inc. The Company has applied for trademark protection for the Company’s new INTRUSION Shield cybersecurity solution.

2.	Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Item 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of the results of operations for a full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2026 (the “2025 Annual Report”). All significant intercompany balances and transactions have been eliminated in consolidation.

The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to unaudited condensed consolidated financial statements when the fair value is different from the carrying value of these financial instruments. The estimated fair value of accounts receivable, accounts payable and accrued expenses approximate their carrying amounts due to the relatively short maturity of these instruments. Notes payable and financing and operating leases approximate fair value as they bear market rates of interest. None of these instruments are held for trading purposes.

The Company’s similar product and service offerings are not viewed as individual segments, as the Company’s management analyzes the business as a whole and expenses are not allocated to each product offering. The Company’s CEO is the Chief Operating Decision Maker (“CODM”). The CODM utilizes both Operating Loss and Net Loss from the Consolidated Statement of Operations to assess performance of the single segment. There are no other significant segment expenses or other segment items that would require disclosure.

As of March 31, 2026, we had cash and cash equivalents totaling $1.4 million. On April 6, 2026, we received $3.0 million in cash related to the sale of a promissory note. We generated a net loss of $3.6 million and $2.1 million for the three months ended March 31, 2026, and 2025, respectively.

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. The Company continues to incur losses from operations, negative cash flows from operations, as well as having a continued dependence on equity and debt financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of these financial statements. The Company plans to finance operations by raising additional funds through public or private financings, including the utilization of the ATM program. The Company can provide no assurances that additional funds will be raised or that the terms of those financings, if available at all, will be on favorable terms or will not result in dilution to stockholders. If the Company is not able to obtain additional debt or equity financing, the Company may be unable to implement the Company’s business plan, fund its liquidity needs, or even continue operations. The financial statements do not include any adjustments relating to recoverability and classifications of assets and liabilities that may be necessary if the Company is unable to continue as a going concern.

3.	ROU Assets and Leasing Liabilities

The Company has operating and finance leases where it records the ROU assets, and a related lease liability as required under the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 842. The lease liabilities are determined by the net present value of total lease payments and amortized over the life of the lease. The Company’s leases are for the following types of assets:

	·	Computer hardware and copy machines- The Company’s finance lease ROU assets consist of computer hardware and copy machines. These leases have two and three year lives and are in various stages of completion.

	·	Office space - The Company’s operating lease ROU assets include its rental agreements for its offices in Plano, Texas, and a data service center in Allen, Texas. The Plano offices operating lease expires on April 30, 2035. The data service center operating lease expires in October 2026.

In accordance with ASC 842, the Company has elected practical expedients to combine lease and non-lease components, which consist principally of common area maintenance charges, for all classes of underlying assets and to exclude leases with an initial term of 12 months or less.

As the implicit rate is not readily determinable for the Company’s lease agreements, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments.

For the three months ended March 31, 2026 and 2025, the Company had $0.1 million and $0.1 million, respectively, in lease payments related to operating leases and had $41 thousand and $0.1 million, respectively, in lease payments related to financing leases.

Schedule of Items Appearing on the Unaudited Condensed Consolidated Statements of Operations (in thousands):

Schedule of lease cost
	Three Months Ended
	March 31, 2026		March 31, 2025
Operating expense:
Amortization Expense – Finance ROU	$	29	$	172
Lease expense – Operating ROU		104		11
Other expense:
Interest Expense – Finance ROU		12		20
Total Lease Expense	$	145	$	203

Future minimum lease obligations consisted of the following as of March 31, 2026 (in thousands):


	Operating			Finance
Year ending December 31,	ROU Leases			ROU Leases			Total
Remaining 2026	$	264		$	148		$	412
2027		146			4			150
2028		223			3			226
2029		228			–			228
2030		234			–			234
Thereafter		1,075			–			1,075
	$	2,170		$	155		$	2,325
Less Interest*		(676	)		(23	)
	$	1,494		$	132

*	Interest is imputed for operating ROU leases and classified as lease expense and is included in operating expenses in the accompanying unaudited condensed consolidated statements of operations.

4.	Notes Payable

Security Purchase Agreement

On March 10, 2022, the Company issued a promissory note (“Note 1”) to Streeterville Capital, LLC with an initial principal balance of $5.4 million and a stated interest rate of 7%. In January 2023, the Company amended Note 1 to waive the noteholder’s redemption rights through March 31, 2023 in exchange for a 3.75% fee on the outstanding principal, which was recorded as additional debt issuance costs and increased the total indebtedness. In August 2023, the Company entered into a Forbearance Agreement, as amended, which extended the maturity date of Note 1 to September 10, 2024 and granted Streeterville a first-priority security interest in substantially all of the Company’s assets.

During 2024, the Company reduced the outstanding principal of Note 1 through debt-to-equity exchanges to $0.5 million and recorded the reversal of previously recognized interest accretion and the write-off of unamortized debt issuance costs. Although Note 1 matured on September 10, 2024, repayment was restricted while Series A preferred stock was outstanding, which was fully redeemed on January 3, 2025. In March 2025, the Company exchanged the remaining $0.5 million principal balance for shares of common stock, resulting in full extinguishment of Note 1. The Company recognized approximately $8 thousand of interest expense for the three months ended March 31, 2025.

5.	Commitments and Contingencies

The Company is periodically involved in various litigation claims asserted in the normal course of its business. The Company believes these actions are routine and incidental to the business. While the outcome of these actions cannot be predicted with certainty, the Company does not believe that any will have a material adverse impact on the Company’s business.

6.	Stockholders’ Equity

ATM Offering

On June 11, 2025, the Company terminated its At Market Sales Agreement with B. Riley Securities, Inc. On June 12, 2025, the Company entered into a new At The Market Offering Agreement with H.C. Wainwright & Co., LLC to potentially sell up to $50.0 million of the Company’s common stock using a shelf registration statement on Form S-3/A (File No. 333-281565) which was filed on January 31, 2025 and became effective on February 10, 2025. During the three months ended March 31, 2026 and March 31, 2025, no sales of common stock were made under the ATM utilizing the shelf registration.

Standby Equity Purchase Agreement

On July 3, 2024, the Company entered into a $10 million Standby Equity Purchase Agreement (“SEPA”) with Streeterville pursuant to which the Company has the right to direct Streeterville during the 24 month term of the agreement to purchase common stock subject to certain limitations and conditions set forth in the SEPA. During the year ended December 31, 2024, 1.2 million shares of common stock were purchased pursuant to the SEPA resulting in aggregate net proceeds of $1.8 million of which $0.1 million was received in 2024. The remaining proceeds due were recorded as a Stock Subscription Receivable in the consolidated balance sheet on December 31, 2024, and received in January 2025. During the three months ended March 31, 2026 and 2025, no purchases were made pursuant to the SEPA.

Series A Preferred Stock

On March 15, 2024, the Company filed the Amended and Restated Certificate of Incorporation (the “A&R Certificate”) to eliminate the Series 1, Series 2, and Series 3 preferred shares and filed a Certificate of Designations creating a new Series A preferred stock, $0.01 par value per share (the “Series A preferred stock”). Pursuant to the terms of the Series A Certificate, 20 thousand shares of Series A preferred stock are authorized, and each share of Series A preferred stock has a stated value of $1,100, accrues a rate of return on the stated value of 10% per year, is compounded annually and is payable quarterly in cash or additional shares of Series A preferred stock.

On March 15, 2024, the Company entered into an Exchange Agreement with Streeterville Capital that exchanged $9.3 million in debt for 9,275 shares of Series A preferred stock.

Through the remainder of 2024, the Company reduced the outstanding number of Series A preferred stock outstanding through redemptions and exchanges to common stock to 3,587 shares. In January 2025, the Company exchanged 3,587 shares of Series A preferred stock for 1,293 thousand shares of common stock. All of the exchanges of Series A Preferred to common were made pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act. Also in January 2025, the Company redeemed 170 shares of Series A preferred stock in conjunction with the receipt of proceeds from the sale of common stock under the SEPA. As of March 31, 2026 and 2025, there were no remaining shares of Series A preferred stock outstanding.

Registered Direct Offering

On January 6, 2025, the Company sold to a single institutional investor 653 thousand shares of the Company’s common stock at a purchase price of $3.05 per share and 1,806 thousand prefunded warrants to purchase up to 1,806 thousand shares of common stock at a purchase price of $3.0499 for aggregate gross proceeds of $7.5 million. The prefunded warrants were exercisable immediately at an exercise price of $.0001 per share subject to the Purchaser not being deemed a beneficial owner of greater than 4.99%. As of March 31, 2025, all the pre-funded warrants had been exercised.

Common Stock Warrants

On March 31, 2026, the Company had 3,198,085 warrants to purchase one share of common stock at an average exercise price of $3.26 per share and average remaining term of 3.1 years.

7.	Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, which requires that compensation related to all stock-based awards be recognized in the condensed consolidated financial statements. Stock-based compensation cost is valued at fair value at the date of grant, and the grant date fair value is recognized as expense over each award’s requisite service period with a corresponding increase to equity or liability based on the terms of each award and the appropriate accounting treatment under ASC 718.

The Company had three stock-based compensation plans as of March 31, 2026 and December 31, 2025. The 2023 ESPP, 2021 Omnibus Incentive Plan and the 2015 Stock Incentive Plan. These plans provide a means through which the Company may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of common stock, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. These plans are discussed in detail in the Company’s Annual Report for the year ended December 31, 2025, filed with the SEC.

The Company grants stock from the 2021 Omnibus Incentive Plan. Grants can no longer be made from the 2015 Stock Incentive Plan.

During the three months ended March 31, 2026 and 2025, the Company granted 29 thousand and 384 thousand restricted stock units (“RSUs”), respectively. No other grants were made during either period.

The Company recognized compensation expense of $0.1 million, for the three months ended March 31, 2026, compared to $0.2 million for the three months ended March 31, 2025.

8.	Revenue Recognition

The Company recognizes product revenue upon shipment or after meeting certain performance obligations. These products can include hardware, software subscriptions and consulting services. The Company also offers software on a subscription basis subject to software as a service (“SaaS”). Warranty costs have not been material.

The Company recognizes sales of the Company’s datasets in accordance with FASB ASC Topic 606 whereby revenue from contracts with customers are recognized once the criteria under the five steps below have been met:

	(i)	identification of the contract with a customer;

	(ii)	identification of the performance obligations in the contract;

	(iii)	determination of the transaction price;

	(iv)	allocation of the transaction price to the separate performance obligations; and

	(v)	recognize revenue upon satisfaction of a performance obligation.

Consulting services include reporting and are typically done monthly, and revenue is matched accordingly.

Normal payment terms offered to customers, distributors and resellers are net 30 days domestically. The Company does not offer payment terms that extend beyond one year and rarely does it extend payment terms beyond its normal terms. If certain customers do not meet the Company’s credit standards, the Company typically requires payment in advance to limit its credit exposure.

With the Company’s newest product, INTRUSION Shield, the Company began offering software on a subscription basis. INTRUSION Shield is a hosted arrangement subject to SaaS guidance under ASC 606. SaaS arrangements are accounted for as subscription services, not arrangements that transfer a license of intellectual property.

The Company utilizes the five-step process mentioned above, per FASB ASC Topic 606 to recognize sales and will follow that directive, also, to define revenue items as individual and distinct. INTRUSION Shield services provided to its customers for a fixed monthly subscription fee include:

	·	access to Intrusion’s proprietary software and database to detect and prevent unauthorized access to its clients’ information networks;
	·	use of all software, associated media, printed materials, data, files, online documentation, and any equipment that Intrusion provides for customers to access the INTRUSION Shield; and
	·	tech support, post contract customer support (PCS) includes daily program releases or corrections provided by Intrusion without additional charge.

INTRUSION Shield contracts provide no other services, and the Company’s customers have no rebates or return rights, nor are any such rights anticipated to be offered as part of this service.

The Company satisfies its performance obligation when the INTRUSION Shield solution is available to detect and prevent unauthorized access to a client’s information networks. Revenue is recognized monthly over the term of the contract. The Company’s standard initial contract terms automatically renew unless notice is given 30 days before renewal. Upfront payment of fees is deferred and amortized into income over the period covered by the contract.

For the three months ended March 31, 2026, revenues to various U.S. government entities totaled $0.8 million from three government customers, representing 87.8% of total revenues. For the three months ended March 31, 2026, the Company’s top three customers comprised 50.8%, 36.5%, and 5.4% of total revenues, respectively. In comparison, for the same period in 2025, revenues totaled $1.6 million from four government customers, representing 91.6% of total revenues and the Company’s top three customers comprised 48.8%, 24.7%, and 17.9% of total revenues, respectively.

The Company’s accounts receivable represents unconditional contract billings for sales per contracts with customers and are classified as current assets. As of March 31, 2026 and December 31, 2025, the Company had accounts receivable balances of $0.1 million. At March 31, 2026 and December 31, 2025, the Company had an allowance for credit losses of $0.1 million.

Contract assets are recognized when the Company has transferred services to a customer earning the right to consideration.

Contract liabilities consist of cash payments in advance of the Company satisfying performance obligations and recognizing revenue. The Company currently classifies deferred revenue as a contract liability.

The following table presents changes in the Company’s contract liabilities during the three months ended March 31, 2026, and the year ended December 31, 2025 (in thousands):

Contract Liabilities

Schedule of contract liabilities
	March 31, 2026			December 31, 2025
Balance at beginning of period	$	503		$	730
Additions		1,403			160
Revenue recognized		(862	)		(387	)
Balance at end of period	$	1,044		$	503

9.	Capitalized Software Development

The Company capitalizes internally developed software using the Agile software development methodology which allows the Company to accurately track and record costs associated with new software development and enhancements.

Pursuant to ASC Topic 350-40 Internal Use Software Accounting Capitalization, certain development costs related to the Company’s products during the application development stage are capitalized as part of property and equipment. Costs incurred in the preliminary stages of development are expensed as incurred. The preliminary stage includes activities such as conceptual formulation of alternatives, evaluation of alternatives, determination of existence of needed technology, and the final selection of alternatives. Once the application development stage is reached, internal and external costs are capitalized until the software is complete and ready for its intended use. Capitalized internal use software is amortized on a straight-line basis over its estimated useful life, which is generally three years.

10.

Net Loss Per Share

The Company reports two separate net loss per share numbers, basic and diluted. Basic net loss attributable to common stockholders per share is computed by dividing net loss attributable to common stockholders for the period by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted average number of common shares and dilutive common stock equivalents outstanding for the period. The common stock equivalents include all common stock issuable upon exercise of outstanding warrants, options and vesting of restricted stock awards. The aggregate number of common stock equivalents excluded from the diluted loss per share calculation for the three months ended March 31, 2026, and 2025 totaled 3.6 million and 2.4 million shares, respectively. Since the Company is in a net loss position for the three months ended March 31, 2026 and 2025, basic and dilutive net loss per share is the same.

11.

Related Party Transactions

The Company did not have any related party transactions during the three months ended March 31, 2026 or 2025.

12.

Subsequent Events

On April 6, 2026, the “Company entered into a Note Purchase Agreement with Streeterville Capital, LLC, pursuant to which the Company issued a secured promissory note with an original principal amount of $3.2 million for cash proceeds of $3.0 million, reflecting an original issue discount and transaction costs.

The note bears interest at 7% per annum, matures 24 months from issuance, and is secured by a first-priority lien on substantially all of the Company’s assets, including intellectual property. The agreement includes customary representations, warranties, and covenants, and the note provides for certain redemption rights beginning six months after issuance.

On May 7, 2026, the Company received a written notice (the “Bid Price Notice”) from the Nasdaq Stock Market LLC (“NASDAQ”) notifying the Company that it is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on the NASDAQ Capital Market. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on The NASDAQ Capital Market under the symbol “INTZ,” and the Company is currently monitoring the closing bid price of its common stock and evaluating its alternatives, if appropriate, to resolve the deficiency and regain compliance with this rule.

On May 13, 2026, the Company entered into a subcontractor agreement to provide cybersecurity and critical infrastructure protection support services for a state government agency. The agreement has an initial one year term beginning in May 2026 and represents aggregate contract value of approximately $3.9 million. Revenue related to this arrangement will be recognized over time as performance obligations are satisfied in according with ASC 606, Revenue from Contracts with Customers. No revenue related to the agreement was recognized during the three months ended March 31, 2026.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including, without limitation, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our financial position; our ability to continue our business as a going concern; our business, sales, and marketing strategies and plans; our ability to successfully market, sell, and deliver our INTRUSION Shield commercial product and solutions to an expanding customer base; and our ability to secure additional financing; are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, such statements.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and our most recent Annual Report on Form 10-K, as the same may be amended or updated from time to time.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements do not indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

Overview

We offer businesses of all sizes and industries products and services that leverage our exclusive threat intelligence database of over 8.5 billion IP addresses and domain names. After many years of gathering intelligence and providing our INTRUSION TraceCop and Savant solutions exclusively to government entities, we released our first commercial product in 2021, the INTRUSION Shield. INTRUSION Shield was designed to allow businesses to incorporate a Zero Trust, reputation-based security solution into their existing infrastructure to observe traffic flow and instantly block known malicious or unknown connections from both entering or exiting a network, making it an ideal solution for protecting from Zero-Day and ransomware attacks.

Results of Operations

Comparison of the Periods Ended March 31, 2026, and March 31, 2025

	Three Months Ended March 31,						Change
(in thousands)	2026			2025			Dollar			Percentage
Revenue	$	888		$	1,775		$	(887	)		-50.0%
Cost of Revenue		229			432			(203	)		-47.0%

Gross Profit		659			1,343			(684	)		-50.9%

Operating Expenses:
Sales and marketing		1,631			1,184			447			37.8%
Research and development		1,451			1,218			233			19.1%
General and administrative		1,149			1,034			115			11.1%

Operating Loss		(3,572	)		(2,093	)		(1,479	)		-70.7%

Interest Expense		(11	)		(29	)		18			-62.1%
Other Income (Expense), Net		20			24			(4	)		-16.7%

Net Loss	$	(3,563	)	$	(2,098	)	$	(1,465	)		-69.8%

Revenues. Revenue for the three month period ended March 31, 2026, was $0.9 million compared to $1.8 million for the same period in 2025. Revenue from consulting services totaled $0.8 million for the three month period ended March 31, 2026, compared to $1.4 million for the three month period ended March 31, 2025. INTRUSION Shield revenues were $0.1 million for the three month period ended March 31, 2026 as compared to $0.4 million for the three month period ended March 31, 2025. The continuing delay in the contract extension of the long-standing U.S. Department of War contract due to timing variability and federal funding and procurement processes resulted in a decline in both consulting revenues and INTRUSION Shield revenues.

Concentration of Revenues. Revenues from sales to various U.S. government entities totaled $0.8 million, or 87.8% of revenues, for the quarter ended March 31, 2026, compared to $1.6 million, or 91.6% of revenues, for the same period in 2025. Although we expect our concentration of revenues to vary among customers in future periods depending upon the timing of certain sales, we anticipate that sales to government customers will continue to account for a significant portion of our revenues in future periods. Sales to the government present risks in addition to those involved in sales to commercial customers which could adversely affect our revenues, including, without limitation, potential disruption to appropriation and spending patterns and the government’s reservation of the right to cancel contracts and purchase orders for its convenience. Although we do not anticipate contracts with government customers will be renegotiated or cancelled, the loss of government orders could have a material adverse effect on our financial results. We had two customers accounting for 87.3% of total revenue for the three months ended March 31, 2026. We had three customers in the first quarter of 2025 that accounted for 91.4% of total revenue. Our similar product and service offerings are not viewed as individual segments, as our management analyzes the business as a whole and expenses are not allocated to each product offering.

Gross Profit. Gross profit was $0.7 million, or 74.2%, of revenues for the quarter ended March 31, 2026, compared to $1.3 million, or 75.7%, of revenues for the quarter ended March 31, 2025. The decrease in gross profit margin for the 2026 period is a result of a change in product mix with INTRUSION Shield revenues representing only 12.7% of our revenue mix compared to 23.4% in the same period in 2025.

Operating Expenses. Operating expenses for the quarter ended March 31, 2026, totaled $4.2 million, a $0.8 million increase compared to the same period in 2025. The increase is primarily related to increased investment in sales and R&D personnel as we continue to expand our product offerings and brand awareness, further impacted by cost of living and merit increases that occurred in the second half of 2025. The increase is also due to a decrease in the allocations out of operating expense to cost of sales due to the underutilization of resources to support the delayed U.S. Department of War contract.

Sales and Marketing. Sales and marketing expenses totaled $1.6 million for the quarter ended March 31, 2026, representing an increase of $0.4 million compared to the same period in 2025. The increase was primarily due to an increased investment in sales and sales support personnel and an increased participation in trade shows and associated marketing spend to continue to create more brand awareness and growth in our pipeline as well as an underutilization of our government sales team due to the delayed U.S. Department of War contract. Certain discretionary marketing spends inclusive of participation in trade shows, utilization of third-party contractors for content and product messaging and travel, are likely to vary over time based on marketing and savings initiatives that may be necessary.

Research and Development. Research and development expenses totaled $1.5 million for the quarter ended March 31, 2026, representing an increase of $0.2 million compared to the same period in 2025. The increase is primarily due to a $0.3 million decrease in internally developed software as we continue to invest in adding new features and functionality to INTRUSION Shield, partially offset by a $0.1 million decrease in amortization expense associated with the termination of one of our material finance leases at the end 2025. Research and development costs may vary over time as we determine the frequency of new releases, improved functionality and enhancements needed to be competitive with our product offering.

General and Administrative. General and administrative expenses totaled $1.1 million for the quarter ended March 31, 2026, compared to $1.0 million for the quarter ended March 31, 2025. The increase is primarily due to an increase in operating lease expenses associated with the Plano office space.

Interest Expense. Interest expense for the three months ended March 31, 2026, was $11 thousand, consisting principally of imputed interest on finance leases. Interest expense for the 2025 period totaled $29 thousand and consisted principally of the stated interest related to the Streeterville note and imputed interest on finance leases.

Other Income (Expense), Net. Other income and expense were nominal amounts for both the periods ended March 31, 2026, and 2025.

Net Loss. Net loss for the first quarter of 2026 was $3.6 million, or $0.18 per share, compared to a net loss of $2.1 million, or $0.11 per share, for the first quarter of 2025. The increase in net loss for 2026 was primarily a result of the decrease in revenues for the 2026 period as discussed above.

Liquidity and Capital Resources

Sources of Liquidity

As of March 31, 2026, we had cash and cash equivalents of $1.4 million. Net working capital at March 31, 2026 totaled ($0.9) million compared to $2.4 million as of December 31, 2025. Our principal sources of cash for funding operations in the March 2026 and March 2025 quarters were receipt of proceeds from the sale of common stock pursuant to the SEPA $1.5 million, recorded as stock subscription receivable at December 31, 2024, and net proceeds of $7.0 million from a registered direct offering that closed on January 6, 2025. On April 6, 2026, we received $3.0 million in cash related to the sale of a promissory note with Streeterville Capital, LLC.

We generated a net loss of $3.6 million and $2.1 million for the three months ended March 31, 2026, and 2025, respectively. If our operations do not generate positive cash flow in the upcoming year, of if we are not able to obtain additional debt or equity financing on terms and conditions acceptable to us, we may be unable to implement our business plan, fund our liquidity needs or even continue our operations.

ATM Program

On June 11, 2025, we terminated our At Market Sales Agreement with B. Riley Securities, Inc. The following day, on June 12, 2025, we entered into a new At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC to potentially sell up to $50.0 million of the Company’s common stock using a shelf registration statement on Form S-3/A (File No. 333-281565) which was filed on January 31, 2025 and became effective on February 10, 2025. No sales under the new shelf registration have been made to date.

Notes Payable

In March 2025, through three separate exchange agreements we retired the remaining $0.5 million in Streeterville debt through the issuance of 552.3 thousand shares of common stock. The issuance of common stock was made pursuant to the exemption from the registration requirements afforded by the Securities Act.

Unaudited Condensed Consolidated Statements of Cash Flows

Our cash flows for the three months ended March 31, 2026 and 2025 were:

	Three Months Ended March 31,
	2026			2025
Net cash used in operating activities	$	(1,821	)	$	(1,690	)
Net cash used in investing activities		(252	)		(787	)
Net cash (used in) provided by financing activities		(185	)		8,370
Change in cash and cash equivalents	$	(2,258	)	$	5,893

Operating Activities

Net cash used in operations for the quarter ended March 31, 2026, was $(1.8) million due primarily to a net loss of $(3.6) million partially offset by 1) adjustments for non-cash items of $0.7 million which are mostly comprised of depreciation and stock-based compensation, and 2) changes in working capital of $1.1 million.

Net cash used in operations for the quarter ended March 31, 2025, was $(1.7) million principally due to a net loss of $(2.1) million partially offset by 1) adjustments for non-cash items of $0.8 million which are mostly comprised of depreciation and stock-based compensation, and 2) changes in working capital of $(0.4) million.

Investing Activities

For the three months ended March 31, 2026, net cash used in investing activities was $(0.3) million, which was comprised of capitalization of internally developed software and hardware purchases. Net cash used by investing activities for the three months ended March 31, 2025, was $(0.8) million, which was principally comprised of capitalization of internally developed software and purchases of property and equipment.

Financing Activities

For three months ended March 31, 2026, net cash used in financing activities was $0.2 million which was principally comprised of cash paid on tax withholding for net settled restricted stock units. Net cash provided by financing activities for the three months ended March 31, 2025, was $8.4 million which resulted from the receipt of proceeds from the sale of common stock pursuant to the SEPA of $1.5 million, previously recorded as stock subscription receivable at December 31, 2024, and net proceeds of $7.0 million from a registered direct offering that closed on January 6, 2025.

Critical Accounting Policies and Use of Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

We believe the critical accounting policies and estimates discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 25, 2026 (the “2025 Annual Report”) reflect our more significant judgments and estimates used in the preparation of the condensed consolidated financial statements. There have been no significant changes to our critical accounting policies and estimates as disclosed in the 2025 Annual Report.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Effectiveness of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we must apply our reasonable judgment in evaluating the cost-benefit relationship of potential disclosure controls and procedures.

As of March 31, 2026, our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures and concluded that the disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

As of March 31, 2026, the Company is not involved in any material pending legal proceedings. The Company is periodically involved in various litigation claims asserted in the normal course of its business. The Company believes these actions are routine and incidental to the business. While the outcome of these actions cannot be predicted with certainty, the Company does not believe that any will have a material adverse impact on the Company’s business.

Item 1A. RISK FACTORS

As a smaller reporting company, we are not required to disclose material changes to the risk factors that were contained in the 2025 Annual Report. You should carefully consider the risk factors we previously disclosed in the 2025 Annual Report. These risks could materially and adversely affect our business, financial condition, results of operations, and cash flows. However, these risks are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations, and cash flows.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

Not applicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

(a)

None.

(b)

There have been no material changes to procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.

(c)

During the three months ended March 31, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. EXHIBITS

The following Exhibits are filed or furnished with this Quarterly report on Form 10-Q:

Exhibit No.	Description
10.1	Note Purchase Agreement, dated as of April 6, 2026, by and between the registrant and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 9, 2026).
31.1*	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
32.1**	Certification Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith

**Furnished herewith.

SIGNATURES

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, thereunto duly authorized.

		INTRUSION INC.

Date: May 14, 2026		/s/ Anthony Scott
		Anthony Scott
		President & Chief Executive Officer
		(Principal Executive Officer)


Date: May 14, 2026		/s/ Kimberly Pinson
		Kimberly Pinson
		Chief Financial Officer
		(Principal Financial & Accounting Officer)

SEC Form 10-Q filed by Intrusion Inc.