Intrusion Inc. filed an 8-K on November 2, 2026, disclosing an Exchange Agreement with Streeterville Capital, LLC that converts $4,000,000.00 in partitioned promissory note debt into 4,000 newly designated Series B Preferred Stock shares, and providing a Nasdaq compliance update.

Key Highlights

  • Debt-for-equity exchange: Intrusion and Streeterville agreed to exchange Partitioned Notes representing $4,000,000.00 in aggregate principal for 4,000 shares of newly designated Series B Preferred Stock.
  • Two notes partitioned: A $3,250,000.00 note was partitioned from the April 6, 2026 secured promissory note (leaving a remaining balance of $704,401.02), and a $750,000.00 note was partitioned from the August 28, 2026 secured promissory note (leaving a remaining balance of $884,267.86).
  • Series B Preferred Stock terms: The shares carry a par value of $0.01 per share and a stated value of $1,100.00 per share, are non-voting, non-convertible into common stock, and accrue a 10% per annum preferred return on stated value.
  • Delaware designation: The Company filed a Certificate of Designations with the Delaware Secretary of State on October 29, 2026, authorizing up to 10,000 shares of Series B Preferred Stock.
  • Stockholders' equity estimate: As a result of the exchange, the Company estimates its stockholders' equity exceeds $5.0 million.
  • Nasdaq compliance: The Company stated it believes it satisfies prerequisites to request a second 180-calendar-day extension from Nasdaq to regain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).

Intrusion's Debt-to-Equity Swap and Series B Preferred Stock Designation

According to the filing, Intrusion Inc. (NASDAQ:INTZ) entered into the Exchange Agreement with Streeterville Capital, LLC on October 29, 2026. Under the agreement, the two parties partitioned two new secured promissory notes from existing notes: the Note #1 Partitioned Note in the original principal amount of $3,250,000.00 and the Note #2 Partitioned Note in the original principal amount of $750,000.00. The filing states that upon issuance of the Series B Preferred Stock and surrender of the Partitioned Notes, "the Partitioned Notes will be fully cancelled and extinguished." No monetary consideration was exchanged beyond the surrender and cancellation of the Partitioned Notes, the filing disclosed.

The 4,000 Series B Preferred Stock shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, according to the filing, on the basis that the exchange is with an existing security holder and no commission or remuneration was paid for soliciting the exchange. The filing describes the Series B Preferred Stock as ranking senior to common stock as to dividends, distributions, and payments upon liquidation. The preferred return of 10% per annum on stated value is payable quarterly in cash or additional Series B shares at the Company's election, and an automatic quarterly dividend begins on the one-year anniversary of issuance, the filing stated. Protective covenants in the Certificate of Designations restrict the Company from incurring debt, issuing equity securities, completing reverse splits (other than for Nasdaq compliance), or effecting fundamental transactions without majority consent of Series B holders.

On the subject of Nasdaq listing compliance, the filing reported that the Company estimates its stockholders' equity now exceeds $5.0 million following the exchange. The Company stated it "believes it satisfies the prerequisites to request a second 180-calendar-day extension period from Nasdaq" to cure the minimum bid price deficiency, and that it intends to provide written notice to Nasdaq of its intention to cure, "including by implementing a reverse stock split if necessary." The filing noted that "there can be no assurance that Nasdaq will grant an additional compliance period or that the Company will maintain or regain compliance with applicable listing standards."

What Was Disclosed

Intrusion Inc. disclosed an October 29, 2026 Exchange Agreement converting $4,000,000.00 in partitioned promissory note debt into 4,000 Series B Preferred Stock shares, the designation of up to 10,000 such shares in Delaware, and an update on efforts to satisfy Nasdaq listing requirements.