Intrusion Inc DEFA14A, filed Aug 3, 2026
Intrusion Inc (INTZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
Intrusion Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
EXPLANATORY NOTE
Intrusion Inc. (the "Company") is filing these definitive
additional soliciting materials under Schedule 14A pursuant to Rule 14a-6(k) under the Securities Exchange Act of 1934, as amended.
These materials consist of communications with Intrusion Inc. stockholders regarding the matters up for stockholder vote at the Company's
2026 Annual Meeting of Stockholders to be held on Thursday, August 27, 2026, at 9:00 a.m. Central Time. The attached materials include:
| · | Chairman and CEO Letter to Shareholders concerning the launch of the 'Complete the Transformation' communication campaign (Exhibit 99.1). | |
| · | Press Release announcing the launch of the 'Complete the Transformation' shareholder communications campaign ahead of the 2026 Annual Meeting (Exhibit 99.2). | |
| · | Key Acquisition Highlight Fact Sheet detailing the strategic, financial, and operational impact of the VigilAigent transaction (Exhibit 99.3). | |
| · | Conversation-Driven Shareholder Series Social Media Campaign Materials (Exhibit 99.4). | |
| · | Complete Strategic Shareholder Frequently Asked Questions (FAQ) (Exhibit 99.5). |
All materials filed herewith relate to the Definitive Proxy Statement
on Schedule 14A filed by the Company with the Securities and Exchange Commission on July 20, 2026 (the "Definitive Proxy Statement").
Stockholders are urged to read the Definitive Proxy Statement and any other relevant documents filed with the SEC carefully and in their
entirety because they contain important information concerning the proposals to be acted upon at the 2026 Annual Meeting of Stockholders.
Note on Voting Eligibility for Proposal 3: In accordance with Nasdaq Rule 5635 and IM-5635-2, the 2,223,549 shares of Common Stock issued
to VigilAigent Corp. (Seller) at the First Closing on June 29, 2026, are not entitled to vote on Proposal 3, and any votes cast by such
shares on Proposal 3 will be disregarded for purposes of determining whether Proposal 3 is approved.
Participants in the Solicitation: Intrusion Inc. and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from stockholders in connection with the 2026 Annual Meeting. Information regarding the directors and executive officers and
their ownership of Common Stock is set forth in the Definitive Proxy Statement filed on July 20, 2026. Stockholders may obtain additional
information regarding the interests of such participants by reading the Definitive Proxy Statement.
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INDEX TO EXHIBITS
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EXHIBIT 99.1
CEO Issues Letter to Shareholders About ‘Complete the Transformation’ Communication Campaign
PLANO, Texas, August xx, 2026 (ACCESSWIRE) -- Intrusion Inc. (NASDAQ: INTZ) (“Intrusion” or the “Company”), a leader in AI-powered cyberattack prevention and managed cybersecurity solutions, today issued the following letter to its shareholders from its President & Chief Executive Officer, Tony Scott, and its Chairman of the Board, Anthony LeVecchio.
Dear Fellow Intrusion Shareholder,
Cybersecurity is undergoing one of the most significant transformations in its history. Organizations today face increasingly sophisticated threats while simultaneously confronting growing complexity, limited cybersecurity talent, and rising demands to protect critical data and operations. As a result, customers are looking beyond standalone security products toward integrated platforms that combine artificial intelligence, proprietary threat intelligence, managed services, and trusted long-term partners capable of delivering measurable security outcomes.
Management believes these industry trends are reshaping the cybersecurity market, and they have also shaped the strategic decisions we have made at Intrusion. Our objective is not simply to participate in this changing market, but to build a stronger company positioned to compete and create long-term value as the industry evolves.
With that objective in mind, we announced the acquisition of VigilAigent. We did not pursue this transaction simply to add another product or increase revenue. We believe it meaningfully strengthens Intrusion by expanding our recurring revenue base, broadening our commercial customer relationships, enhancing our artificial intelligence capabilities, increasing our managed security expertise, and creating opportunities to improve operating efficiency through thoughtful integration.
As previously disclosed, the combined organization brings together complementary technologies, experienced cybersecurity professionals, proprietary threat intelligence, managed detection and response capabilities, and an expanded ecosystem of customers and channel partners. Management believes these assets create a stronger foundation upon which to continue building Intrusion for the years ahead.
What We've Accomplished Since Closing
| · | Advanced integration of the combined organizations while maintaining customer support and service continuity. | |
| · | Identified more than $3 million in annualized operating cost synergies, as previously disclosed by management. | |
| · | Continued commercial momentum through publicly announced customer renewals, new business, and partner engagement. | |
| · | Expanded the Company's strategic foundation with enhanced Ai capabilities, managed security expertise, and a broader commercial platform. |
These accomplishments are only the beginning. Our objective is not simply to integrate two organizations. It is to build a platform that can innovate faster, serve customers more effectively, and create durable value over the long term. We recognize that transformation requires disciplined execution, accountability, and sustained performance. Those principles will continue to guide every decision we make.
At our upcoming Annual Meeting, shareholders will be asked to consider Proposal 3, which seeks the shareholder approval required under applicable Nasdaq rules to complete the transaction framework described in our definitive proxy statement. After careful consideration, your Board of Directors unanimously recommends that shareholders vote FOR Proposal 3 because it believes completing the transaction is in the best interests of the Company and its shareholders.
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Your vote is important regardless of how many shares you own. We encourage you to review the proxy materials carefully and submit your vote as soon as possible. Every vote helps ensure that your voice is represented as we continue building the next chapter of Intrusion.
On behalf of our Board of Directors and our entire team, thank you for your continued support, confidence, and investment in Intrusion. We appreciate the trust you have placed in us, and we look forward to sharing our continued progress as we work to complete the transformation and accelerate the future.
Please take the following steps today:
| 1. | Locate the proxy card, voting instruction form, or proxy email sent to you. | |
| 2. | Review the definitive proxy statement. | |
| 3. | Follow the instructions to vote online, by telephone, or by mail. | |
| 4. | Vote each eligible account in which you held Intrusion shares on June 30, 2026. |
Shareholders who hold shares through multiple brokerage accounts may receive separate control numbers and should vote each account separately.
The Annual Meeting will be conducted virtually at:
www.virtualshareholdermeeting.com/INTZ2026
You may access the Company’s proxy materials at:
Click Here for Proxy Statement
Thank you for your investment in Intrusion and for taking the time to participate in this important shareholder decision.
Sincerely,
|
Anthony Scott
|
Anthony LeVecchio
|
Important Information & Participant Disclosure: This letter is not a substitute for the definitive proxy statement. Shareholders should read the definitive proxy statement and other relevant filings carefully and in their entirety before voting. Information regarding the participants in the proxy solicitation is set forth in the Company's Definitive Proxy Statement filed on July 20, 2026.
About Intrusion Inc.
Intrusion Inc. is a cybersecurity company based in Plano, Texas, specializing in advanced threat intelligence. At the core of its capabilities is a proprietary database that catalogs the historical behavior, associations, and reputational risk of IPv4 and IPv6 addresses, domain names, and hostnames. Built on years of gathering global internet intelligence and supporting government entities, this data forms the backbone of Intrusion's commercial solutions.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts contained herein, 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; statements regarding Proposal 3, the expected synergies of the VigilAigent acquisition, and potential dilution or share issuances, 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 press release include, but are not limited to, such statements.
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You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this press release 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 our filings with the Securities and Exchange Commission, including but not limited to our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as the same may be updated from time to time.
The forward-looking statements made herein 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 press release to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events, except as required by law.
IR Contact:
Alpha IR Group
Mike Cummings or Josh Carroll
INTZ@alpha-ir.com
Source: Intrusion Inc.
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EXHIBIT 99.2
Intrusion Launches ‘Complete the Transformation’ Shareholder Campaign Ahead of 2026 Annual Meeting
Stockholders as of June 30, 2026 are encouraged to review the proxy materials and vote promptly
PLANO, Texas, August xx, 2026 (ACCESSWIRE) -- Intrusion Inc. (NASDAQ: INTZ) (“Intrusion” or the “Company”), a leader in AI-powered cyberattack prevention and managed cybersecurity solutions, today announced the launch of its shareholder information campaign in advance of the Company’s upcoming Annual Meeting of Shareholders.
As part of the campaign, Chief Executive Officer Tony Scott and Chairman of the Board, Anthony LeVecchio have issued a Letter to Shareholders outlining the Company’s strategic vision following the acquisition of VigilAigent and discussing why the Board of Directors unanimously recommends shareholders vote FOR Proposal 3.
“Our industry is evolving rapidly, and we believe Intrusion must evolve with it,” said Tony Scott, Chief Executive Officer of Intrusion. “The acquisition of VigilAigent represents an important step in our strategy to build a stronger cybersecurity platform with expanded recurring revenue, enhanced AI capabilities, broader commercial relationships, and improved operating leverage. While there is significant work ahead, we believe we have begun laying the foundation for the Company’s next chapter.”
Anthony LeVecchio, Chairman of the Board of Directors, added, “The Board carefully evaluated this transaction, its strategic rationale, and its potential to strengthen Intrusion’s long-term competitive position. After that review, the Board unanimously concluded that completing the transaction framework described in the Company’s proxy statement is in the best interests of the Company and its shareholders. We encourage every shareholder to review the proxy materials carefully and make their voice heard by voting at the Annual Meeting.”
The shareholder letter describes management’s perspective on the strategic rationale behind the acquisition and highlights progress since closing, including:
| · | Continued integration of the combined organizations while maintaining customer support and service continuity. | |
| · | More than $3 million in identified annualized operating cost synergies, as previously disclosed by management. | |
| · | Continued commercial momentum through publicly announced customer renewals, new business activity, and partner engagement. | |
| · | Expansion of Intrusion’s strategic platform through enhanced AI capabilities, managed security expertise, proprietary threat intelligence, and broader commercial relationships. |
Management believes these initiatives strengthen the Company’s long-term strategic positioning and support its objective of building a more scalable and resilient cybersecurity platform capable of delivering sustainable value for customers and shareholders.
The Company also announced that, over the coming weeks, it intends to provide shareholders with additional information regarding the Company’s strategy, integration progress, and the matters to be considered at the Annual Meeting. These communications are intended to help shareholders stay informed through factual updates and publicly disclosed information as they evaluate the proposals described in the definitive proxy statement.
The Board of Directors unanimously recommends that shareholders vote FOR Proposal 3, which seeks the shareholder approval required under applicable Nasdaq rules to complete the transaction framework described in the Company’s definitive proxy statement.
Shareholders are encouraged to read the proxy materials carefully and submit their votes as early as possible. Every vote is important, regardless of the number of shares owned.
Stockholders may vote using the instructions included with their proxy materials. Depending on how shares are held, voting may be available online, by telephone, or by mail. Stockholders who hold shares through more than one brokerage account may receive separate voting instructions for each account and should vote each eligible account.
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The virtual Annual Meeting may be accessed at: www.virtualshareholdermeeting.com/INTZ2026
Stockholders will need the 16-digit control number appearing on their proxy card or voting instruction form to vote electronically during the Annual Meeting.
The definitive proxy statement and the Company’s 2025 Annual Report are available through the Investor Relations section of the Company’s website at: Click Here for Proxy Statement
Important Information & Participant Disclosure
This communication is not a substitute for the definitive proxy statement or any other document that Intrusion has filed or may file with the Securities and Exchange Commission. Stockholders are urged to read the definitive proxy statement and all other relevant documents carefully and in their entirety because they contain important information about the Annual Meeting and the matters to be considered. Information regarding the directors and executive officers participating in the proxy solicitation is included in the Definitive Proxy Statement filed on July 20, 2026.
About Intrusion Inc.
Intrusion Inc. is a cybersecurity company based in Plano, Texas, specializing in advanced threat intelligence. At the core of its capabilities is a proprietary database that catalogs the historical behavior, associations, and reputational risk of IPv4 and IPv6 addresses, domain names, and hostnames. Built on years of gathering global internet intelligence and supporting government entities, this data forms the backbone of Intrusion’s commercial solutions.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts contained herein, 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; statements regarding Proposal 3, expected synergies of the VigilAigent acquisition, and potential share issuances, 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 press release 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 press release 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 our filings with the Securities and Exchange Commission, including but not limited to our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as the same may be updated from time to time.
The forward-looking statements made herein 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 press release to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events, except as required by law.
IR Contact:
Alpha IR Group
Mike Cummings or Josh Carroll
INTZ@alpha-ir.com
Source: Intrusion Inc.
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EXHIBIT 99.3
Key Highlight of Acquisition Fact Sheet
Through the acquisition of VigilAigent, Intrusion has combined agentic AI with proprietary threat-intelligence data to build an AI-native cybersecurity platform, adding recurring revenue and accelerating its path to profitability. The transaction adds ~$3.5 million in annual recurring revenue; $3 million+ in identified annualized cost synergies; ~1,000 customers from the acquired base; and 80+ additional reseller partners.
Key Highlights:
• A self-funding, rapidly accretive deal
- Adds roughly $3.5M of ARR anchored in multi-year contracts, lifting both the quality and visibility of revenue.
- More than $3M in annualized cost synergies identified within about three weeks of close, reinforcing operating leverage and the path to profitability.
• Differentiated, AI-native technology
- VigilAigent's agentic AI engine, The Oracle, learns from about 1 billion events every day.
- Paired with TraceCop's intelligence on 8.5B+ IP addresses, creating a proprietary data moat that is hard for competitors to replicate.
• Expanded market, durable distribution
- Two-way cross-sell of Intrusion Shield and VigilAigent's managed platform, spanning commercial and government markets.
- A partner-led, MSP-first model that scales through channel rather than headcount.
• Commercial scale from day one
- An installed base of roughly 1,000 customers and 80-plus reseller partners, diversified across a multi-year contract book with no single-logo concentration.
- Extends go-to-market reach immediately rather than waiting on an organic build-out.
• Early execution already yielding results
- More than $350K in annualized new business and renewals secured within roughly three weeks of close.
- A three-year top-partner renewal and OmniViz upgrade worth $300K+ TCV, plus new MSP partners each with more than $1M of ARR potential.
• Optionality and near-term catalysts
- Retained VigilAigent leadership into senior management, reducing integration and talent risk.
- An active acquisition pipeline positions the combination as a consolidation platform, showcased at the Investor Technology Day.
Forward-Looking Statements
This communication contains forward-looking statements regarding the VigilAigent transaction, expected synergies, recurring revenue, integration,
and Proposal 3. Actual results may differ materially due to risks described in Intrusion’s SEC filings (including the latest Form
10-K and Form 10-Q). The Company undertakes no obligation to update these statements except as required by law. Read the full proxy statement
filed July 20, 2026 before voting. Board recommends FOR Proposal 3.
EXHIBIT 99.4
INTZ Social Media Campaign v2 - Conversation-Driven Shareholder Series
Mandatory Required Social Media Footer for All Campaign Graphics & Posts:
“Read our 2026 Proxy Statement filed with the SEC on July 20, 2026 at www.sec.gov or www.intrusion.com before voting. Board recommends FOR Proposal 3.”
LinkedIn Conversation Series
Post 1 – Why make an acquisition now?
The VigilAigent transaction reflects a strategic decision to broaden Intrusion’s capabilities for the future—not simply to add size.
Question: What should the next chapter of Intrusion look like?
Closing: Complete the Transformation. Accelerate the Future. Review the proxy materials and vote FOR Proposal 3.
Post 2 – What problem is management trying to solve?
Management believes strengthening recurring revenue, expanding commercial relationships and adding complementary capabilities can create a more resilient operating model over time. The focus is on building a stronger foundation rather than pursuing short-term headlines.
Closing: Complete the Transformation. Accelerate the Future. Review the proxy materials and vote FOR Proposal 3.
Post 3 – Why VigilAigent?
Management believes VigilAigent complements Intrusion through managed security expertise, AI-enabled capabilities, commercial relationships and recurring revenue. The strategy is based on strategic fit, not scale alone.
Closing: Complete the Transformation. Accelerate the Future. Review the proxy materials and vote FOR Proposal 3.
Post 4 – How should shareholders evaluate success?
Announcements are easy. Execution is difficult. Shareholders should evaluate management by customer retention, integration progress, operating discipline, transparent communication and long-term operating performance, not by announcements alone.
Closing: Complete the Transformation. Accelerate the Future. Review the proxy materials and vote FOR Proposal 3.
Post 5 – What has happened since closing?
Management has focused on integration while supporting customers and partners. Public disclosures describe identified operating synergies and encouraging commercial activity. These are early milestones, not the finish line.
Closing: Complete the Transformation. Accelerate the Future. Review the proxy materials and vote FOR Proposal 3.
Post 6 – Why does recurring revenue matter?
Long-term customer relationships can create a more resilient business model. Management believes expanding recurring revenue opportunities strengthens the Company’s long-term foundation.
Closing: Complete the Transformation. Accelerate the Future. Review the proxy materials and vote FOR Proposal 3.
Post 7 – What comes next?
The acquisition is one step in a broader strategy focused on disciplined execution, innovation, customer success and responsible capital allocation. Management expects to be judged by results over time.
Closing: Complete the Transformation. Accelerate the Future. Review the proxy materials and vote FOR Proposal 3.
Post 8 – Why does Proposal 3 matter?
Proposal 3 is not the strategy—it supports completion of the transaction framework described in the proxy materials. If you believe the strategy deserves the opportunity to be fully executed, please review the proxy materials before voting.
Closing: Complete the Transformation. Accelerate the Future. Review the proxy materials and vote FOR Proposal 3.
Supporting X Posts
• Why transform now? Management believes cybersecurity is moving toward integrated platforms—not isolated products.
• Good acquisitions solve strategic problems. Management believes VigilAigent strengthens the Company’s long-term platform.
• Execution matters more than announcements. Judge us by integration, customer success and operating discipline.
• Recurring revenue supports a more resilient business model over time.
• Shareholders deserve clear answers. Our goal is to explain the strategy with transparency.
• Please review the proxy materials and make your voice heard.
• Complete the Transformation. Accelerate the Future.
Forward-Looking Statements
This communication contains forward-looking statements regarding the VigilAigent transaction, expected synergies, recurring revenue, integration, and Proposal 3. Actual results may differ materially due to risks described in Intrusion’s SEC filings (including the latest Form 10-K and Form 10-Q). The Company undertakes no obligation to update these statements except as required by law. Read the full proxy statement filed July 20, 2026 before voting. Board recommends FOR Proposal 3.
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EXHIBIT 99.5
INTZ Shareholder FAQ - Strategic Questions & Answers
Section 1 – The Big Picture
Q: Why should shareholders believe this transaction is different?
A: Management recognizes that shareholders will ultimately judge the transaction by execution rather than the announcement itself. Management believes the acquisition expands the Company's capabilities, recurring revenue opportunities, AI-related expertise, managed security offerings, and commercial relationships, providing a stronger strategic foundation for the future.
Q: What problem is management trying to solve?
A: Management believes customers increasingly seek integrated cybersecurity platforms that combine software, managed services, AI, and threat intelligence. The transaction is intended to broaden Intrusion's capabilities in response to those market trends.
Q: Why was VigilAigent selected?
A: Management believes VigilAigent complements Intrusion through its managed security expertise, recurring revenue model, commercial relationships, and technology capabilities. The acquisition was pursued based on strategic fit rather than size alone.
Q: Why not continue with the legacy strategy?
A: Management believes the cybersecurity market continues to evolve and that adapting the Company's platform better positions Intrusion for long-term competition.
Section 2 – Strategy
Q: What does the combined company look like?
A: Management's objective is to build a stronger cybersecurity platform that combines technology, AI-enabled capabilities, managed security expertise, proprietary threat intelligence, and expanded customer relationships.
Q: Why is recurring revenue important?
A: Management believes recurring revenue can support a more durable business model through longer-term customer relationships and improved visibility.
Q: What role does AI play?
A: Management believes AI is most valuable when combined with quality data, experienced security professionals, and actionable threat intelligence.
Q: How will management define success?
A: Management believes success should be measured by disciplined integration, customer retention, operational execution, innovation, transparent communication, and long-term operating performance.
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Section 3 – Execution
Q: What has happened since closing?
A: As previously disclosed, management has advanced integration, maintained customer support, identified more than $3 million in annualized operating cost synergies, and continued commercial activity through renewals, new business, and partner engagement.
Q: What still needs to happen?
A: Management continues to focus on integration, customer success, execution of its strategic plan, and realizing the benefits it believes the combined organization can deliver over time.
Q: What should shareholders watch over the coming quarters?
A: Management believes investors should monitor integration progress, customer relationships, operational execution, and future public disclosures.
Q: Is management making guarantees?
A: No. Any discussion of future plans is subject to risks and uncertainties described in the Company's SEC filings.
Section 4 – Proposal 3
Q: Why is shareholder approval required?
A: Proposal 3 seeks the shareholder approval required under applicable Nasdaq rules to complete the transaction framework described in the definitive proxy statement.
Q: Are any shares disqualified from voting on Proposal 3?
A: Yes. In accordance with Nasdaq Rule 5635 and IM-5635-2, the 2,223,549 shares of Common Stock issued to VigilAigent Corp. (Seller) in the First Closing on June 29, 2026, are not entitled to vote on Proposal 3, and any votes cast by such shares on Proposal 3 will be disregarded.
Q: What happens if Proposal 3 is approved?
A: The Company would be able to proceed with the transaction framework as described in the proxy materials, subject to the terms and conditions disclosed therein.
Q: What happens if Proposal 3 is not approved?
A: If Proposal 3 is not approved, the Company will be unable to issue shares of Common Stock in excess of the 19.9% Nasdaq threshold. This limitation could prevent the Company from satisfying closing conditions for the Second Closing or settling contingent Earn-Out Consideration through equity, which could require renegotiating terms, utilizing cash reserves, or seeking alternative financing arrangements.
Q: How do I vote?
A: Follow the instructions included with your proxy materials or contact your broker or bank if your shares are held in street name.
Q: Where can I learn more?
A: Review the CEO Letter to Shareholders, the definitive proxy statement, and future shareholder communications based on publicly disclosed information.
Forward-Looking Statements
This communication contains forward-looking statements regarding the VigilAigent transaction, expected synergies, recurring revenue, integration, and Proposal 3. Actual results may differ materially due to risks described in Intrusion’s SEC filings (including the latest Form 10-K and Form 10-Q). The Company undertakes no obligation to update these statements except as required by law. Read the full proxy statement filed July 20, 2026 before voting. Board recommends FOR Proposal 3.
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