Tego Cyber, Inc. filed a Schedule 13D with the SEC on November 12, 2026, disclosing an 8.9% beneficial ownership stake in Intrusion Inc. and stating its intent to seek discussions with Intrusion's board regarding leadership, governance, and cost reductions.

Key Highlights

  • Beneficial ownership: Tego Cyber, Inc. reported beneficial ownership of 2,373,134 shares of Intrusion Inc. common stock, representing approximately 8.9% of outstanding shares.
  • Source of shares: The shares were acquired as partial consideration for the sale of a 60% membership interest in OW Cyber LLC (operating as VigilAigent) to Intrusion Inc. under a Membership Interest Purchase Agreement dated June 29, 2026.
  • Additional contingent consideration: Tego Cyber may receive up to $6,900,000 in additional unregistered Intrusion Inc. common stock upon achievement of specified annual recurring revenue and operating cash flow milestones through March 31, 2028.
  • Board letter sent: On or about November 9, 2026, Tego Cyber sent a letter to Intrusion's board outlining concerns about operating performance, capital structure, and governance.
  • CEO succession proposal: Tego Cyber stated it intends to seek discussions with the board to decline a new employment agreement with the current CEO and initiate an orderly CEO succession process, noting the CEO's employment agreement is set to expire November 15, 2026.
  • Warrant inducement cited: The filing references an August 2026 warrant inducement in which existing warrants were exercised at a reduced price of $0.795 per share and new warrants were issued at $0.67 per share.

Tego Cyber Discloses 8.9% Stake and Governance Concerns at Intrusion Inc.

Tego Cyber, Inc., a Nevada corporation with offices at 8565 S Eastern Ave, Suite 150, Las Vegas, NV 89123, filed a Schedule 13D on November 12, 2026 disclosing that it holds sole voting and dispositive power over 2,373,134 shares of Intrusion Inc. common stock (CUSIP 46121E304). According to the filing, the shares carry a par value of $0.01 per share and represent approximately 8.9% of Intrusion Inc.'s outstanding common stock based on the latest report filed with the SEC. The source of funds is listed as "OO," indicating other sources.

The filing states the shares were received as partial consideration under a Membership Interest Purchase Agreement dated June 29, 2026, through which Tego Cyber sold a 60% membership interest in OW Cyber LLC to Intrusion Inc. Beyond the initial share consideration, Tego Cyber disclosed it may be entitled to receive up to $6,900,000 in additional unregistered Intrusion Inc. shares if specified revenue and cash flow milestones are achieved through March 31, 2028, as described in Intrusion Inc.'s Form 8-K filed June 30, 2026. Tego Cyber may also be entitled to release of shares held in escrow for potential indemnity claims.

In Item 4, Tego Cyber states it acquired the shares for investment purposes but adds that it has "determined that the Company's current board and management have not delivered acceptable operating or capital structure results and that changes are necessary." Among the specific concerns cited are continuing losses and a going-concern warning, the August 2026 warrant inducement, and what the filing describes as "repeated optimistic representations that were never realized." Tego Cyber's stated proposals include initiating a CEO succession process, reconstituting the board, implementing "immediate and material reductions in operating expenses," and commissioning an independent review of historical gross margin presentation and expense classifications. The filing notes Tego Cyber may also communicate with other shareholders, nominate directors, or acquire or dispose of additional shares, subject to applicable law.

What Was Disclosed

Tego Cyber, Inc. disclosed a 2,373,134-share, 8.9% beneficial ownership position in Intrusion Inc., acquired via a June 2026 asset transaction, and outlined governance proposals it intends to raise with Intrusion's board, including CEO succession and board reconstitution.