INTRUSION INC
For the period ended Dec 31, 2025. Filed Mar 25, 2026.
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FY2025 · Filed Mar 25, 2026
INTZ$0.55+3.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Consolidated Financial Statements**.**
The following Consolidated Financial Statements of Intrusion Inc. and subsidiary, are submitted as a separate section of this report (See F-pages):
| Report of Independent Registered Public Accounting Firm (PCAOB ID 726) | F-1 |
|---|---|
| Consolidated Balance Sheets on December 31, 2025 and 2024 | F-2 |
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | F-3 |
| Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the years ended December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
(a)(2) Financial Statement Schedules
All schedules have been omitted because they are not required, are immaterial to the consolidated financial statements as a whole, or because the required information is given in the financial statements or notes thereto included in this Annual Report.
(b) Exhibits.
| Exhibit Number · Description of Exhibit | |||
|---|---|---|---|
| 3.1 | (3) | Restated Certificate of Incorporation of the Registrant | |
| 3.2 | (25) | Certificate of Amendment to Certificate of Incorporation of Registrant | |
| 3.3 | (17) | Amended and Restated Bylaws of the Company | |
| 3.4 | (28) | Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series A Preferred Stock of Intrusion Inc. a Delaware Corporation, filed by the registrant with the State of Delaware, Secretary of State, Division of Corporations on May 9, 2024. | |
| 3.5 | (33) | Amended and Restated Certificate of Incorporation of the Company, dated as of March 15, 2024. | |
| 3.6 | (34) | Designations of Preferences and Rights of Series A Preferred Stock of the Registrant, filed by the Registrant with the State of Delaware, Secretary of State, Division of Corporations on March 15, 2024. | |
| 4.1 | (5) | Specimen Common Stock Certificate | |
| 4.2 | (15) | Description of the Registrant’s Capital Stock | |
| 4.3 | (12) | Form of Convertible Promissory Note #1 Issued Under the Securities Purchase Agreement dated March 10, 2022, by and between the Registrant and Streeterville Capital, LLC | |
| 4.4 | (12) | Form of Convertible Promissory Note #2 Issued Under the Securities Purchase Agreement dated March 10, 2022, by and between the Registrant and Streeterville Capital, LLC | |
| 4.5 | (21) | Promissory Note dated January 2, 2024, by and between Registrant and Anthony Scott. | |
| 10.1 | (12) | Securities Purchase Agreement dated March 10, 2022, by and between the Registrant and Streeterville Capital, LLC | |
| 10.2 | (13) | Amendment dated January 11, 2023, to the Securities Purchase Agreement dated March 10, 2022, between the Registrant and Streeterville Capital, LLC | |
| 10.3+ | (2) | Amended and Restated 401(k) Savings Plan of the Registrant | |
| 10.4+ | (4) | Intrusion Inc. 401(k) Savings Plan Summary of Material Modifications | |
| 10.5+ | (6) | 2015 Stock Incentive Plan of the Registrant | |
| 10.6+ | (7) | Form of Notice of Grant of Stock Option | |
| 10.7+ | (7) | Form of Stock Option Agreement | |
| 10.8+ | (7) | Form of Notice of Grant of Non-Employee Director Automatic Stock Option (Initial Grant) | |
| 10.9+ | (7) | Form of Notice of Grant of Non-Employee Director Automatic Stock Option (Annual Grant) | |
| 10.10+ | (8) | Form of Automatic Stock Option Agreement | |
| 10.11+ | (8) | Intrusion Inc. 2021 Omnibus Incentive Plan | |
| 10.12+ | (9) | Form of Incentive Stock Option Award Agreement to the Intrusion Inc. 2021 Omnibus Incentive Plan | |
| 10.13+ | (16) | Form of Restricted Stock Award Agreement to the Intrusion Inc. 2021 Omnibus Incentive Plan | |
| 10.14+ | (16) | Form of Non-Qualified Stock Option Agreement to the Intrusion Inc. 2021 Omnibus Incentive Plan | |
| 10.15 | (10) | Sales Agreement, dated August 5, 2021, between the Registrant and B. Riley Securities, Inc. | |
| 10.16+ | (11) | Executive Employment Agreement between Intrusion Inc. and Anthony Scott, dated November 11, 2021 | |
| 10.17 | (18) | Forbearance and Standstill Agreement dated August 2, 2023, by and between Registrant and Streeterville Capital, LLC | |
| 10.18 | (18) | Amendment to Forbearance Agreement dated August 7, 2023, by and between Registrant and Streeterville Capital, LLC | |
| 10.19 | (19) | Exchange Agreement dated October 11, 2023, by and between Registrant and Streeterville Capital, LLC | |
| 10.20 | (19) | Exchange Agreement dated October 17, 2023, by and between Registrant and Streeterville Capital, LLC | |
| 10.21 | (20) | Exchange Agreement dated December 19, 2023, by and between Registrant and Streeterville Capital, LLC | |
| 10.22 | (21) | Form of Invoice Financing Agreement dated January 2, 2024, by and between Registrant and Anthony Scott | |
| 10.23 | (21) | Security Agreement dated January 2, 2024, by and between Registrant and Anthony Scott. | |
| 10.24 | (22) | Notice of Pendency and Proposed Settlement of Action dated December 21, 2023. |
| 10.25 | (23) | Exchange Agreement dated March 7, 2024, by and between Registrant and Streeterville Capital, LLC |
| 10.26 | (24) | Exchange Agreement dated March 15, 2024, by and between Registrant and Streeterville Capital, LLC |
| 10.27 | (24) | Form of Partitioned Promissory Note, Note #1 dated March 15, 2024, by and between Registrant and Streeterville Capital, LLC |
| 10.28 | (26) | Lease between dated September 29, 2023, by and between Registrant and JBA Portfolio, LLC |
| 10.29 | (27) | Form of New Warrant. |
| 10.30 | (29) | Exchange Agreement dated May 10, 2024, by and between the Registrant and Streeterville Capital, LLC. |
| 10.31 | (30) | Standby Equity Purchase Agreement, dated July 3, 2024. |
| 10.32 | (31) | Standby Equity Purchase Agreement, dated June 3, 2024, by and between Registrant and Streeterville Capital, LLC. |
| 10.33 | (32) | Registration Rights Agreement, dated June 3, 2024, by and between Registrant and Streeterville Capital, LLC. |
| 10.34 | (35) | Exchange Agreement by and between the Registrant and Streeterville Capital, LLC, dated as of December 6, 2024. |
| 10.35 | (36) | Form of Warrant. |
| 10.36 | (37) | At the Market Offering Agreement, dated as of June 12, 2025, by and between the Registrant and H.C. Wainwright & Co., LLC. |
| 14.1 | (15) | Code Of Conduct |
| 19.1 | (38) | Insider Trading Policy |
| 21 | (16) | List of Subsidiary of Registrant |
| 23.1 | (1) | Consent of Whitley Penn LLP, Independent Registered Public Accounting Firm |
| 31.1 | (1) | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
| 31.2 | (1) | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
| 32.1 | (1) | Certification of Chief Executive Officer 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 |
| 32.2 | (1) | Certification of Chief Financial Officer 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 |
| 97 | (26) | Compensation Recovery Policy |
| 101.INS | (1) | XBRL Instance Document |
| 101.SCH | (1) | XBRL Taxonomy Extension Schema Document |
| 101.CAL | (1) | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | (1) | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | (1) | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | (1) | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104+ | (1) | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Indicates management contract or compensatory plan.
| (1) | Filed or furnished herewith. |
| (2) | Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2000, which Exhibit is incorporated herein by reference. |
| (3) | Filed as an Exhibit to the Registrant’s Current Report on Form 8-K dated June 15, 2010, which Exhibit is incorporated herein by reference. |
| (4) | Filed as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, which Exhibit is incorporated herein by reference. |
| (5) | Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (as amended), which Exhibit is incorporated herein by reference. |
| (6) | Filed as an Exhibit to the Registrant’s Definitive Proxy Statement on Schedule 14A in connection with the solicitation of proxies for its Annual Meeting of Stockholders held May 14, 2015, which Exhibit is incorporated herein by reference. |
| (7) | Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as amended), which Exhibit is incorporated herein by reference. |
| (8) | Filed as an Exhibit to the Registrant’s Current Report on Form 8-K filed on May 24, 2021, which Exhibit is incorporated by reference herein. |
| (9) | Filed as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q filed on November 12, 2021, which Exhibit is incorporated by reference herein. |
| (10) | Filed as an Exhibit to the Registrant’s Registration Statement on Form S-3 filed on August 5, 2021, which Exhibit is incorporated by reference herein. |
| (11) | Filed as an Exhibit to the Registrant’s Current Report on Form 8-K filed on November 17, 2021, which Exhibit is incorporated by reference herein. |
| (12) | Filed as an Exhibit to the Registrant’s Current Report on Form 8-K filed on March 10, 2022, which Exhibit is incorporated by reference herein. |
| (13) | Filed as an Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 17, 2023, which Exhibit is incorporated by reference herein. |
| (14) | Filed as an Exhibit 10.1 to Registrant’s Current Report on Form 8-K on March 1, 2023, which Exhibit is incorporated by reference herein. |
| (15) | Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2021, which Exhibit is incorporated herein by reference. |
| (16) | Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2022, which Exhibit is incorporated herein by reference. |
| (17) | Filed as an Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 21. 2023, which Exhibit is incorporated herein by reference. |
| (18) | Filed as Exhibits 10.1 and 10.2 to the Registrant’s Current Report on Form 8-K filed on August 7, 2023, which Exhibits are incorporated herein by reference. |
| (19) | Filed as Exhibits 99.1 and 99.2 of the Registrant’s Current Report on Form 8-K filed on October 17, 2023, which Exhibits are incorporated herein by reference. |
| (20) | Filed as an Exhibits 10.1 to Registrant’s Current Report on Form 8-K filed on December 22, 2023, which Exhibit is incorporated herein by reference. |
| (21) | Filed as Exhibits 4.1, 10.1 and 10.2 to Registrant’s Current Report on Form 8-K filed on January 3, 2024, which Exhibit is incorporated herein by reference. |
| (22) | Filed as Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed on January 9, 2024, which Exhibit is incorporated herein by reference. |
| (23) | Filed as Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed March 13, 2024, which Exhibit is incorporated herein by reference. |
| (24) | Filed as Exhibits 10.1 and 10.2 of the Registrant’s Current Report on Form 8-K filed on March 18, 2024, which Exhibits are incorporated herein by reference. |
| (25) | Filed as Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on March 27, 2024, which Exhibit is incorporated herein by reference. |
| (26) | Filed as Exhibits 10.35 and 97 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which Exhibits are incorporated herein by reference. |
| (27) | Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2024, which Exhibit is incorporated herein by reference. |
| (28) | Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 15, 2024, which Exhibit is incorporated herein by reference. |
| (29) | Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 16, 2024, which Exhibit is incorporated herein by reference. |
| (30) | Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 10, 2024, which Exhibit is incorporated herein by reference. |
| (31) | Filed as Exhibit 10.37 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280914) filed on July 19, 2024, which Exhibit is incorporated herein by reference. |
| (32) | Filed as Exhibit 10.38 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280914) filed on July 19, 2024, which Exhibit is incorporated herein by reference. |
| (33) | Filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280914) filed on July 19, 2024, which Exhibit is incorporated herein by reference. |
| (34) | Filed as Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280914) filed on July 19, 2024, which Exhibit is incorporated herein by reference. |
| (35) | Filed as Exhibit 10.35 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-281565) filed on December 17, 2024, which Exhibit is incorporated herein by reference. |
| (36) | Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 7, 2025, which Exhibit is incorporated herein by reference. |
| (37) | Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 12, 2025, which exhibit is incorporated herein by reference. |
| (38) | Filed as Exhibit 19.1 to the Registrant’s Annual Report on Form 10K filed on February 27, 2025, which exhibit is incorporated herein by reference. |
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