Monitor the second closing conditions—stockholder vote and Nasdaq approval by August 30, 2026—as failure would leave Intrusion with a 60% stake and no path to full control. Track earn-out milestones starting March 2027; the $6M ARR target implies significant revenue acceleration from the current ~$3.5M base. The stock issuance at $0.67/share (near current levels) limits downside but dilutes existing holders. Watch for integration updates and any need for additional capital given the target's negative working capital.
Price Chart
Executive Summary
Intrusion Inc. acquired 60% of OW Cyber LLC (dba VigilAigent) for $1.95M in a mix of cash and stock, with a second closing for the remaining 40% for $1.3M cash by August 30, 2026, subject to stockholder and Nasdaq approvals. The acquisition adds approximately $3.5M in annual recurring revenue from multi-year contracts, an 80+ partner reseller network, and ~1,000 customers, while integrating VigilAigent's Agentic AI engine with Intrusion's TraceCop database. The deal is funded primarily with stock (2.2M shares, ~10.8% dilution) and minimal cash, with an earn-out of up to $6.9M in stock tied to aggressive ARR and cash flow milestones through March 2028.
Key Financial Metrics
Key Facts
- Intrusion acquired 60% of VigilAigent at First Closing for $1.95M ($200K deposit credit + $160K cash + $1.59M in stock at $0.67/share)
- Second Closing for remaining 40% requires $1.3M cash and is contingent on stockholder and Nasdaq approval by August 30, 2026
- Acquisition adds ~$3.5M in annual recurring revenue from multi-year contracts, 80+ reseller partners, and ~1,000 customers
- 2,223,549 shares of common stock issued at First Closing, increasing outstanding shares to 22,741,846 (~10.8% dilution)
- Earn-out of up to $6.9M in stock tied to ARR milestones ($6M by Mar 2027, $7.5M by Sep 2027, $8.6M by Mar 2028) and cash flow thresholds
- Target had negative working capital of -$1.365M at closing, with Merchant Cash Advance loans and other liabilities
- 149,254 shares placed in escrow as indemnification holdback for 12 months
- VigilAigent's CEO and CRO join Intrusion's senior management team
Financial Impact
Base consideration of $3.25M ($1.95M first + $1.3M second) plus up to $6.9M earn-out; adds ~$3.5M ARR to a $14M market cap company; dilution of ~10.8% from stock issuance
Risk Factors
- Second closing may not occur if stockholder or Nasdaq approvals are not obtained by August 30, 2026
- Earn-out milestones are aggressive and may not be achieved, limiting seller upside
- Dilution of ~10.8% from stock issuance pressures existing shareholders
- Target's negative working capital of -$1.365M and Merchant Cash Advance loans indicate financial strain
- Integration of two AI platforms and retention of key personnel (Mikkelsen, Porter) carries execution risk
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001683168-26-005193 |
| Document: intrusion_8k.htm | 0001683168-26-005193 |
| Document: intrusion_ex9901.htm | 0001683168-26-005193 |
| Document: 0001683168-26-005193-index-headers.html | 0001683168-26-005193 |
| Document: 0001683168-26-005193-index.html | 0001683168-26-005193 |
| Document: 0001683168-26-005193.txt | 0001683168-26-005193 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 15, 2026 5w ago | 8-K | $0.8000 $0.6492 | ▼ −18.85% | ▼ −21.83% | $0.5700 (−28.75%) |
Sep 3, 2026 7w ago | 8-K | $0.7800 $0.6900 | ▲ +11.54% | ▲ +12.14% | $0.5700 (+26.92%) |
Aug 28, 2026 8w ago | 8-K | $0.7946 $0.6741 | ▲ +15.16% | ▲ +15.42% | $0.5700 (+28.27%) |
Aug 18, 2026 9w ago | 8-K | $0.6340 $0.7611 | ▼ −20.05% | ▼ −22.00% | $0.5700 (+10.09%) |
Aug 3, 2026 12w ago | DEFA14A | $0.7700 $0.9000 | ▲ +16.88% | ▲ +15.65% | $0.5700 (−25.97%) |
Jun 30, 2026 16w ago | 8-K | $0.8215 $0.7600 | ▼ −7.49% | ▼ −5.30% | $0.5700 (−30.61%) |
May 14, 2026 23w ago | 8-K | $0.7400 $0.8400 | ▼ −13.51% | ▼ −11.39% | $0.5700 (+22.97%) |
May 13, 2026 23w ago | 8-K | $0.7600 $0.7300 | ▲ +3.95% | ▲ +3.33% | $0.5700 (+25.00%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers