8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2024

IDENTIV, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-29440	77-0444317
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
1900-B Carnegie Avenue<br>Santa Ana, California	92705
---	---
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 250-8888

2201 Walnut Avenue,

Suite 100

Fremont, California

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of exchange<br>on which registered
Common Stock, $0.001 par value per share	INVE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02	Results of Operations and Financial Condition

The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Current Report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On November 7, 2024, Identiv, Inc. (the “Company”) issued a press release announcing financial results for its third quarter ended September 30, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 8.01	Other Events

On November 7, 2024, the Company announced that its Board of Directors authorized a stock repurchase program (the “Stock Repurchase Program”), pursuant to which the Company may purchase up to $10,000,000 of its common stock, $0.001 par value per share (“Common Stock”). Under the Stock Repurchase Program, the Company intends to repurchase shares of Common Stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means.

The timing and amount of shares repurchased, if any, will depend on a number of factors, including stock price, trading volume, general market and business conditions, liquidity and capital needs, and other factors. The Stock Repurchase Program does not obligate the Company to repurchase any specific dollar amount or acquire any specific number of shares of Common Stock. The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice.

Item 9.01	Financial Statements and Exhibits
Exhibit<br> No.	Description
---	---
99.1	Press release dated November 7, 2024 issued by Identiv, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Identiv, Inc.
November 7, 2024	By:	/s/ Justin Scarpulla
		Justin Scarpulla
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Identiv Reports Third Quarter 2024 Financial Results

Closed Asset Sale Transaction on September 6, 2024

Announces $10 Million Stock Repurchase Program

Introduces Perform-Accelerate-Transform Strategy Framework

Santa Ana, Calif. — November 7, 2024 — Identiv, Inc. (NASDAQ: INVE), a global leader in RFID-enabled Internet of Things (IoT) solutions, today released its financial results for the third quarter ended September 30, 2024.

“The third quarter was transformative for Identiv, marked by the successful completion of our asset sale transaction,” said Identiv CEO Kirsten Newquist. “This has strengthened our cash position, providing resources to fund our future growth. With a clear vision for the direction of our business, our “Perform, Accelerate, and Transform” strategy serves as the framework for executing that vision. The transition of production to Thailand continues to progress, and our new product development pipeline remains strong. We are confident that Identiv is well-positioned to leverage upcoming opportunities.”

Financial Results for Fiscal ThirdQuarter 2024

Revenue for the third quarter of 2024 was $6.5 million, compared to $11.7 million in the third quarter of 2023. Third quarter 2024 GAAP gross margin was 3.6% and non-GAAP gross margin was 9.3%, compared to third quarter 2023 GAAP gross margin of 11.2% and non-GAAP gross margin of 14.0%.

GAAP operating expenses, including research and development, sales, and marketing, and general and administrative, were $9.8 million in the third quarter of 2024, compared to $4.6 million in the third quarter of 2023. Non-GAAP operating expenses were $5.1 million in the third quarter of 2024, compared to $4.1 million in the third quarter of 2023. Third quarter 2024 GAAP operating expenses included $3.6 million in strategic transaction-related costs and $1.1 million in stock-based compensation.

Third quarter 2024 GAAP net loss from continuing operations was ($9.3) million, or ($0.40) per basic and diluted share, compared to GAAP net loss from continuing operations of ($3.7) million, or ($0.17) per basic and diluted share, in the third quarter of 2023.

Non-GAAP adjusted EBITDA loss in the third quarter of 2024 was ($4.5) million, compared to ($2.3) million in the third quarter of 2023.

Capital Allocation

Identiv anticipates total net proceeds from the asset sale transaction to be approximately $135 million, after taxes, transaction costs, and other one-time costs, subject to further customary

adjustments in accordance with the asset purchase agreement. Under its current capital allocation plan, Identiv intends to allocate 25% to 30% of the net proceeds for investments in its core business and key growth initiatives; 35% to 40% for strategic M&A; 25% to 30% for working capital purposes; and $10 million for a stock repurchase program.

Financial Outlook

Identiv provides guidance based on current market conditions and expectations, including macroeconomic conditions and customer demand. For fiscal Q4 2024, management currently expects net revenue to be in the range of $6.0 million to $6.3 million.

Conference Call

Identiv management will hold a conference call today, November 7, 2024, at 5:00 p.m. EST (2:00 p.m. PST) to discuss the company’s third quarter 2024 financial results. A question-and-answer session will follow management’s presentation.

Toll-Free: 888-506-0062

International Number: +1 973-528-0011

Call ID: 251228

Webcast link: Register and Join

The teleconference replay will be available through November 21, 2024, by dialing 877-481-4010 (Toll-Free Replay Number) or +1 919-882-2331 (International Replay Number) and entering passcode 51400.

If you have any difficulty connecting with the teleconference, please contact Identiv Investor Relations at IR@identiv.com.

About Identiv

Identiv’s full-circle RFID-enabled IoT solutions create digital identities for physical objects, enhancing global connectivity for businesses, people, and the planet. Its solutions, integrated into over 1.5 billion applications worldwide, drive innovation across healthcare, consumer electronics, luxury goods, smart packaging, and more. For additional information, visit identiv.com.

Non-GAAP Financial Measures

This press release includes financial information that has not been prepared in accordance with GAAP, including non-GAAP adjusted EBITDA, non-GAAP gross margin and non-GAAP operating expenses. Identiv uses non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating ongoing operational performance. Identiv believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. Non-GAAP gross margin excludes stock-based compensation and amortization and depreciation. Non-GAAP adjusted EBITDA excludes items that are included in GAAP net income (loss), GAAP operating expenses, and GAAP gross margin, and excludes income tax provision, net interest income (expense), net foreign currency gains (losses), stock-based compensation, amortization and depreciation, restructuring and severance, and strategic review-related costs. Non-GAAP operating expenses exclude stock-based compensation, amortization and depreciation, strategic review-related costs, and restructuring and severance. For historical periods, the exclusions are detailed in the reconciliation table included in this press release. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for,

financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures as detailed in this press release.

Note Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations as well as the current beliefs and assumptions of management of Identiv and can be identified by words such as “anticipate,” “believe,” “continue,” “plan,” “will,” “intend,” “expect,” “outlook,” and similar references to the future. Any statement that is not a historical fact is a forward-looking statement, including statements regarding: Identiv’s belief that the asset sale transaction is providing the resources needed to fund future growth; Identiv’s belief that it is well-positioned to leverage upcoming opportunities; Identiv’s expectations regarding future operating and financial outlook and performance, including 2024 fourth quarter guidance and outlook; Identiv’s strategy, opportunities, focus and goals; Identiv’s expectations regarding the transition of production to its Thailand facilities and progression thereof; Identiv’s beliefs regarding its new product development pipeline; the expected amount of net proceeds from the asset sale transaction; Identiv’s expectations regarding its capital allocation plan and intended use of net proceeds from the asset sale transaction; Identiv’s beliefs regarding access to future capital; and Identiv’s expectations relating to the growth of its IoT business. Forward-looking statements are only predictions and are subject to a number of risks and uncertainties, many of which are outside Identiv’s control, which could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: any post-closing purchase price adjustments to the amount of proceeds from the asset sale transaction; risks that the completion of the asset sale transaction disrupts current business, plans and operations of Identiv or its business prospects; the ability of Identiv to retain and hire key personnel; the effect of the change in management following the completion of the asset sale transaction; Identiv’s ability to continue the momentum in its business; Identiv’s ability to successfully execute its business strategy, including, but not limited to, its capital allocation plan and organic and inorganic growth; changes in uses of capital; Identiv’s ability to capitalize on trends in its business; Identiv’s ability to satisfy customer demand and expectations; the level and timing of customer orders and changes/cancellations; the loss of customers, suppliers or partners; the success of Identiv’s products and strategic partnerships; industry trends and seasonality; the impact of macroeconomic conditions and customer demand, inflation and increases in prices; and the other factors discussed in its periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and subsequent reports filed with the Securities and Exchange Commission. All forward-looking statements are based on information available to Identiv on the date hereof, and Identiv assumes no obligation to update such statements.

Investor Relations Contact:

IR@identiv.com

Media Contact:

press@identiv.com

Identiv, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data) ****

(unaudited) ****

	Three Months Ended						Nine Months Ended
	September 30,2024			September 30,2023			September 30,2024			September 30,2023
Net revenue	$	6,532		$	11,732		$	19,931		$	32,097
Cost of revenue		6,294			10,413			18,596			27,928
Gross profit		238			1,319			1,335			4,169
Operating expenses:
Research and development		1,102			1,019			2,965			3,150
Selling and marketing		1,657			1,404			4,654			4,525
General and administrative		7,032			2,215			15,052			6,577
Restructuring and severance		—			—			—			46
Total operating expenses		9,791			4,638			22,671			14,298
Loss from continuing operations		(9,553	)		(3,319	)		(21,336	)		(10,129	)
Non-operating income (expense):
Interest income (expense), net		244			(211	)		8			(351	)
Gain on investment		—			132			—			132
Foreign currency gains (losses), net		340			(249	)		55			(187	)
Loss from continuing operations before income tax provision		(8,969	)		(3,647	)		(21,273	)		(10,535	)
Income tax provision		(360	)		(13	)		(361	)		(15	)
Net loss from continuing operations		(9,329	)		(3,660	)		(21,634	)		(10,550	)
Income from discontinued operations, net of tax:
Income (loss) from Physical Security Business, net of tax		(4,268	)		3,638			(2,737	)		6,665
Gain on sale of Physical Security Business, net of tax		99,546			—			99,546			—
Total income from discontinued operations, net of tax		95,278			3,638			96,809			6,665
Net income (loss)		85,949			(22	)		75,175			(3,885	)
Cumulative dividends on Series B convertible preferred stock		(201	)		(319	)		(682	)		(947	)
Net income (loss) available to common stockholders	$	85,748		$	(341)		$	74,493		$	(4,832)
Net income (loss) per common share:
Basic and diluted - continuing operations	$	(0.40)		$	(0.17)		$	(0.95)		$	(0.50	)
Basic and diluted - discontinued operations	$	4.03		$	0.16		$	4.12		$	0.29
Basic and diluted - net income (loss)	$	3.62		$	(0.01)		$	3.17		$	(0.21	)
Weighted average common shares outstanding:
Basic and diluted		23,660			23,174			23,496			23,008

Identiv, Inc.

Condensed Consolidated Balance Sheets

(in thousands) ****

(unaudited) ****

	September 30,2024		December 31,2023
ASSETS
Current assets:
Cash and cash equivalents	$	145,361	$	23,312
Restricted cash		384		1,072
Accounts receivable, net of allowances		4,848		7,404
Inventories		10,710		13,560
Prepaid expenses and other current assets		4,700		1,222
Current assets<br>held-for-sale		—		32,916
Total current assets		166,003		79,486
Property and equipment, net		8,203		8,472
Operating lease<br>right-of-use assets		2,110		2,289
Other assets		713		678
Non-current assets held-for-sale		—		18,798
Total assets	$	177,029	$	109,723
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,035	$	4,652
Financial liabilities		—		9,949
Operating lease liabilities		880		782
Accrued compensation and related benefits		1,321		1,376
Accrued income taxes payable		7,180		104
Other accrued expenses and liabilities		3,595		917
Current liabilities<br>held-for-sale		—		13,002
Total current liabilities		19,011		30,782
Long-term operating lease liabilities		1,251		1,507
Other long-term liabilities		27		26
Non-current liabilities held-for-sale		—		3,136
Total liabilities		20,289		35,451
Total stockholders’ equity		156,740		74,272
Total liabilities and stockholders’ equity	$	177,029	$	109,723

Identiv, Inc.

Reconciliation of GAAP to Non-GAAP Financial Information - Continuing Operations

(in thousands) ****

(unaudited) ****

	Three Months Ended						Nine Months Ended
	September 30,2024			September 30,2023			September 30,2024			September 30,2023
Reconciliation of GAAP gross margin to non-GAAP grossmargin
GAAP gross profit	$	238		$	1,319		$	1,335		$	4,169
Reconciling items included in GAAP gross profit:
Stock-based compensation		5			8			17			27
Amortization and depreciation		362			314			1,130			823
Total reconciling items included in GAAP gross profit		367			322			1,147			850
Non-GAAP gross profit	$	605		$	1,641		$	2,482		$	5,019
Non-GAAP gross margin		9	%		14	%		12	%		16	%
Reconciliation of GAAP operating expenses to non-GAAPoperating expenses
GAAP operating expenses	$	9,791		$	4,638		$	22,671		$	14,298
Reconciling items included in GAAP operating expenses:
Stock-based compensation		(1,090	)		(506	)		(2,583	)		(1,478	)
Amortization and depreciation		(64	)		(52	)		(154	)		(132	)
Strategic review-related costs		(3,551	)		—			(6,120	)		—
Restructuring and severance		—			—			—			(46	)
Total reconciling items included in GAAP operating expenses		(4,705	)		(558	)		(8,857	)		(1,656	)
Non-GAAP operating expenses	$	5,086		$	4,080		$	13,814		$	12,642
Reconciliation of GAAP net loss from continuing operations tonon-GAAP adjusted EBITDA
GAAP net loss	$	(9,329	)	$	(3,660	)	$	(21,634	)	$	(10,550	)
Reconciling items included in GAAP net loss:
Income tax provision		360			13			361			15
Interest income (expense), net		(244	)		211			(8	)		351
Foreign currency gains (losses), net		(340	)		249			(55	)		187
Stock-based compensation		1,095			514			2,600			1,505
Amortization and depreciation		426			366			1,284			955
Strategic review-related costs		3,551			—			6,120			—
Restructuring and severance		—			—			—			(46	)
Total reconciling items included in GAAP net loss from continuing operations		4,848			1,353			10,302			2,967
Non-GAAP adjusted EBITDA	$	(4,481	)	$	(2,307	)	$	(11,332	)	$	(7,583	)