8-K
Identiv, Inc. (INVE)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): August 04, 2025 |
|---|
Identiv, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-29440 | 77-0444317 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 1900-B Carnegie Avenue | ||
| Santa Ana, California | 92705 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (657) 356-8384 | ||
| --- |
(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)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange 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 August 7, 2025, Identiv, Inc. (the “Company”) issued a press release announcing financial results for its second quarter ended June 30, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, effective July 11, 2025, the Company’s board of directors (the “Board”) appointed Ed Kirnbauer as Acting Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Secretary of the Company (“Acting CFO and Secretary”).
Effective August 4, 2025, the Board appointed Mr. Kirnbauer as the Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Secretary of the Company.
Mr. Kirnbauer, 61, has served as the Company’s Acting CFO and Secretary since July 2025 and as the Company’s Global Corporate Controller since November 2015. From October 2021 to December 2021, Mr. Kirnbauer also served as the Company’s interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer. Previously, from April 2011 through November 2015, Mr. Kirnbauer served as a financial consultant for various companies, including Ducommun Incorporated (NYSE: DCO), an aerospace and defense company, and Multi-Fineline Electronix, Inc. (Nasdaq: MFLX), a technology and electronics manufacturing company. Prior to that, Mr. Kirnbauer served as Vice President of Finance & Administration and Corporate Controller at various companies, including as Corporate Controller for Procom Technology, Inc., a developer of network attached storage appliances, from 2001 to 2006. Mr. Kirnbauer is a Certified Public Accountant and started his career at KPMG LLP. Mr. Kirnbauer holds an M.B.A. from DePaul University’s Charles H. Kellstadt Graduate School of Business, and a B.S. in Accounting from Illinois State University.
In connection with his appointment, Mr. Kirnbauer entered into an offer letter with the Company (the “Letter Agreement”), pursuant to which his annual base salary was increased to $290,000. The Company also intends to grant Mr. Kirnbauer 15,000 restricted stock units (“RSUs”) under the Company’s 2011 Incentive Compensation Plan, which will vest on July 11, 2026, subject to Mr. Kirnbauer’s continued service through such date. In addition, Mr. Kirnbauer will be eligible to earn a quarterly performance bonus of up to 12.5% of his annual base salary. His performance bonuses for the third and fourth quarters of 2025 will be guaranteed at 100% of target. Beginning in 2026, bonus payments will be based on the level of achievement of performance metrics to be established by the Compensation Committee of the Board. Mr. Kirnbauer is also eligible to participate in the Company’s employee benefits programs.
Pursuant to the Letter Agreement, Mr. Kirnbauer is also entitled to severance benefits. If his employment is terminated by the Company without cause, or if such termination occurs within 12 months following the effective date of a change in control, Mr. Kirnbauer is entitled to a payment equal to 12 months of his then-current base salary, continued benefits for 12 months, and accelerated vesting of his equity awards with service-based vesting. Mr. Kirnbauer has entered into the Company’s standard form of indemnification agreement.
There is no arrangement or understanding between Mr. Kirnbauer and any other persons pursuant to which he was selected as an officer of the Company. Additionally, there are no family relationships between Mr. Kirnbauer and any of the Company’s directors or executive officers, and Mr. Kirnbauer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated August 7, 2025 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. | |||
|---|---|---|---|
| Date: | August 7, 2025 | By: | /s/ Ed Kirnbauer |
| Ed Kirnbauer<br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
Identiv Reports Second Quarter 2025 Financial Results
Announced Strategic Partnership with Grocery Logistics Leader IFCO to Digitize their Global RPC Pool
Completed Transfer of Production from Singapore to State-of-the-art Thailand Facility
Launched Partnership with Narravero to Accelerate Digital Product Passport Adoption and Compliance
Santa Ana, Calif. — August 7, 2025 — Identiv, Inc. (NASDAQ: INVE), a global leader in RFID- and BLE-enabled Internet of Things (IoT) solutions, today released its financial results for the second quarter ended June 30, 2025.
“In the second quarter, we made important progress across all three pillars of our Perform-Accelerate-Transform (P-A-T) strategy. We believe our customers clearly see the value Identiv provides, and the long-term secular trends driving demand for RFID and BLE-enabled solutions remain solid. By reinforcing our core strengths, expanding through new strategic partnerships like IFCO, developing innovative solutions for BLE applications, and working through our Transform process, we believe we can create value for all our stakeholders.”
Financial Results for Fiscal Second Quarter 2025
Revenue for the second quarter of 2025 was $5.0 million, compared to $6.7 million in the second quarter of 2024. This year-over-year decrease was as expected and due to lower sales as we continue to exit lower-margin business, as well as reduced sales to our largest customer, who is working through safety stock they built up in 2024 in anticipation of transitioning production to Thailand.
Second quarter 2025 GAAP gross margin was (9.4%) and non-GAAP gross margin was (0.8%), compared to second quarter 2024 GAAP gross margin of 9.1% and non-GAAP gross margin of 14.6%. The year-over-year decrease was primarily driven by the incremental costs related to the transition of production to Thailand and the dual manufacturing sites required during the transition, combined with lower utilization of our production facilities and adjustments of obsolete inventory at our Singapore facility.
GAAP operating expenses, including research and development, selling and marketing, general and administrative, and restructuring and severance, were $5.9 million in the second quarter of 2025, compared to $7.3 million in the second quarter of 2024. The decrease in GAAP operating expenses was driven primarily by a reduction in one-time strategic review-related costs. Non-GAAP operating expenses were $4.5 million in the second quarter of 2025, compared to $4.7 million in the second quarter of 2024. The decrease in non-GAAP operating expenses reflects management’s targeted resource allocation to support the Company’s organic growth initiatives as outlined in the P-A-T strategic framework.
Second quarter 2025 GAAP net loss from continuing operations was ($6.0) million, or ($0.26) per basic and diluted share, compared to GAAP net loss from continuing operations of ($6.9) million, or ($0.31) per basic and diluted share, in the second quarter of 2024. This reduction was primarily due to strategic review-related costs associated with the physical security asset sale of $1.6 million incurred in the second quarter of 2024 that did not recur in the second quarter of 2025.
Non-GAAP adjusted EBITDA loss in the second quarter of 2025 was ($4.6) million, compared to ($3.7) million in the second quarter of 2024. This was primarily due to Thailand transition costs and adjustments for obsolete inventory at our Singapore facility.
Chief Financial Officer Transition
Effective August 4, 2025, the Company’s board of directors appointed Ed Kirnbauer as Chief Financial Officer. Mr. Kirnbauer has served as the Company’s Global Corporate Controller since November 2015 and was appointed Acting CFO effective July 11, 2025.
Financial Outlook
Identiv provides guidance based on current market conditions and expectations, including macroeconomic conditions and customer demand. For the third quarter of fiscal 2025, management currently expects net revenue to be in the range of $4.8 million to $5.2 million.
Conference Call
Identiv management will hold a conference call today, August 7, 2025, at 5:00 p.m. EDT (2:00 p.m. PDT) to discuss the company’s second quarter 2025 financial results. A question-and-answer session will follow management's presentation.
Toll-Free: +1 888-506-0062
International Number: +1 973-528-0011
Call ID: 725308 Webcast link: Register and Join
The teleconference replay will be available through August 21, 2025, by dialing +1 877-481-4010 (Toll-Free Replay Number) or +1 919-882-2331 (International Replay Number) and entering passcode 52734.
If you have any difficulty connecting with the teleconference, please contact Identiv Investor Relations at IR@identiv.com.
About Identiv
Identiv’s RFID- and BLE-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 accounting principles generally accepted in the United States (GAAP), including non-GAAP adjusted EBITDA, non-GAAP gross profit, 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 loss, GAAP operating expenses, and GAAP gross margin, and excludes income tax provision (benefit), interest expense (income), net, foreign currency losses, net, 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. 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 expectations regarding its future operating and financial outlook and performance, including 2025 third quarter guidance and outlook; Identiv’s strategy, opportunities, focus and goals; Identiv’s beliefs regarding the benefits of its strategic partnerships and collaborations; and Identiv's beliefs that by reinforcing its core strengths, expanding through new strategic partnerships, developing innovative solutions for BLE applications, and working through its Transform process, it can create value for stakeholders. 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: Identiv’s ability to continue the momentum in its business; Identiv’s ability to successfully execute its business strategy, including, but not limited to, organic and inorganic growth, strategic partnerships and product development; Identiv’s ability to capitalize on trends in its business; the effect of changes in management; 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, including revenues, if any; Identiv’s ability to successfully enter into definitive agreements for strategic partnerships or collaborations, as may be applicable; the impact of macroeconomic conditions and customer demand, inflation, tariffs 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, 2024, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, 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 | Six Months Ended | |||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net revenue | $ | 5,040 | $ | 6,741 | $ | 10,309 | $ | 13,399 | ||||
| Cost of revenue | 5,514 | 6,127 | 10,651 | 12,302 | ||||||||
| Gross profit (loss) | (474 | ) | 614 | (342 | ) | 1,097 | ||||||
| Operating expenses: | ||||||||||||
| Research and development | 890 | 966 | 1,677 | 1,863 | ||||||||
| Selling and marketing | 1,546 | 1,828 | 2,953 | 2,997 | ||||||||
| General and administrative | 3,057 | 4,540 | 6,203 | 8,020 | ||||||||
| Restructuring and severance | 420 | — | 680 | - | ||||||||
| Total operating expenses | 5,913 | 7,334 | 11,513 | 12,880 | ||||||||
| Loss from continuing operations | (6,387 | ) | (6,720 | ) | (11,855 | ) | (11,783 | ) | ||||
| Non-operating income (expense): | ||||||||||||
| Interest income (expense), net | 1,320 | (149 | ) | 2,532 | (236 | ) | ||||||
| Foreign currency losses, net | (870 | ) | (59 | ) | (1,400 | ) | (285 | ) | ||||
| Loss from continuing operations before income tax benefit (provision) | (5,937 | ) | (6,928 | ) | (10,723 | ) | (12,304 | ) | ||||
| Income tax benefit (provision) | (105 | ) | 5 | (108 | ) | (1 | ) | |||||
| Net loss from continuing operations | (6,042 | ) | (6,923 | ) | (10,831 | ) | (12,305 | ) | ||||
| Income from discontinued operations, net of tax | — | 707 | — | 1,531 | ||||||||
| Net loss | (6,042 | ) | (6,216 | ) | (10,831 | ) | (10,774 | ) | ||||
| Cumulative dividends on Series B convertible preferred stock | (205 | ) | (233 | ) | (410 | ) | (481 | ) | ||||
| Net loss available to common stockholders | $ | (6,247 | ) | $ | (6,449 | ) | $ | (11,241 | ) | $ | (11,255 | ) |
| Net income (loss) per common share: | ||||||||||||
| Basic and diluted - continuing operations | $ | (0.26 | ) | $ | (0.31 | ) | $ | (0.47 | ) | $ | (0.55 | ) |
| Basic and diluted - discontinued operations | $ | — | $ | 0.03 | $ | — | $ | 0.07 | ||||
| Basic and diluted - net loss | $ | (0.26 | ) | $ | (0.27 | ) | $ | (0.47 | ) | $ | (0.48 | ) |
| Weighted average common shares outstanding: | ||||||||||||
| Basic and diluted | 23,760 | 23,459 | 23,679 | 23,413 | ||||||||
| Identiv, Inc. | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Condensed Consolidated Balance Sheets | ||||||||||||
| (in thousands) | ||||||||||||
| (unaudited) | ||||||||||||
| June 30, | December 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 129,339 | $ | 135,646 | ||||||||
| Restricted cash | 300 | 300 | ||||||||||
| Accounts receivable, net of allowances | 3,466 | 4,214 | ||||||||||
| Inventories | 6,133 | 7,475 | ||||||||||
| Prepaid expenses and other current assets | 4,874 | 5,210 | ||||||||||
| Total current assets | 144,112 | 152,845 | ||||||||||
| Property and equipment, net | 7,526 | 7,694 | ||||||||||
| Operating lease right-of-use assets | 1,395 | 2,000 | ||||||||||
| Other assets | 843 | 686 | ||||||||||
| Total assets | $ | 153,876 | $ | 163,225 | ||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 1,809 | $ | 2,746 | ||||||||
| Operating lease liabilities | 895 | 852 | ||||||||||
| Accrued compensation and related benefits | 792 | 862 | ||||||||||
| Accrued income taxes payable | 1,223 | 1,173 | ||||||||||
| Other accrued expenses and liabilities | 1,923 | 2,327 | ||||||||||
| Total current liabilities | 6,642 | 7,960 | ||||||||||
| Long-term operating lease liabilities | 790 | 1,167 | ||||||||||
| Other long-term liabilities | 29 | 29 | ||||||||||
| Total liabilities | 7,461 | 9,156 | ||||||||||
| Total stockholders' equity | 146,415 | 154,069 | ||||||||||
| Total liabilities and stockholders' equity | $ | 153,876 | $ | 163,225 | ||||||||
| Identiv, Inc. | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reconciliation of GAAP to Non-GAAP Financial Information - Continuing Operations | ||||||||||||
| (in thousands) | ||||||||||||
| (unaudited) | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Reconciliation of GAAP gross margin to non-GAAP gross margin | ||||||||||||
| GAAP gross profit (loss) | $ | (474 | ) | $ | 614 | $ | (342 | ) | $ | 1,097 | ||
| Reconciling items included in GAAP gross profit (loss): | ||||||||||||
| Stock-based compensation | 5 | 5 | 10 | 12 | ||||||||
| Amortization and depreciation | 428 | 364 | 862 | 768 | ||||||||
| Total reconciling items included in GAAP gross profit (loss) | 433 | 369 | 872 | 780 | ||||||||
| Non-GAAP gross profit (loss) | $ | (41 | ) | $ | 983 | $ | 530 | $ | 1,877 | |||
| Non-GAAP gross margin | (0.8 | %) | 14.6 | % | 5.1 | % | 14.0 | % | ||||
| Reconciliation of GAAP operating expenses to non-GAAP operating expenses | ||||||||||||
| GAAP operating expenses | $ | 5,913 | $ | 7,334 | $ | 11,513 | $ | 12,880 | ||||
| Reconciling items included in GAAP operating expenses: | ||||||||||||
| Stock-based compensation | (902 | ) | (980 | ) | (1,693 | ) | (1,492 | ) | ||||
| Amortization and depreciation | (61 | ) | (65 | ) | (118 | ) | (90 | ) | ||||
| Strategic review-related costs | — | (1,616 | ) | (4 | ) | (2,569 | ) | |||||
| Restructuring and severance | (420 | ) | — | (680 | ) | — | ||||||
| Total reconciling items included in GAAP operating expenses | (1,383 | ) | (2,661 | ) | (2,495 | ) | (4,151 | ) | ||||
| Non-GAAP operating expenses | $ | 4,530 | $ | 4,673 | $ | 9,018 | $ | 8,729 | ||||
| Reconciliation of GAAP net loss from continuing operations to non-GAAP adjusted EBITDA | ||||||||||||
| GAAP net loss | $ | (6,042 | ) | $ | (6,923 | ) | $ | (10,831 | ) | $ | (12,305 | ) |
| Reconciling items included in GAAP net loss: | ||||||||||||
| Income tax provision (benefit) | 105 | (5 | ) | 108 | 1 | |||||||
| Interest expense (income), net | (1,320 | ) | 149 | (2,532 | ) | 236 | ||||||
| Foreign currency losses, net | 870 | 59 | 1,400 | 285 | ||||||||
| Stock-based compensation | 907 | 986 | 1,703 | 1,504 | ||||||||
| Amortization and depreciation | 489 | 429 | 980 | 858 | ||||||||
| Strategic review-related costs | — | 1,616 | 4 | 2,569 | ||||||||
| Restructuring and severance | 420 | — | 680 | — | ||||||||
| Total reconciling items included in GAAP net loss from continuing operations | 1,471 | 3,234 | 2,343 | 5,453 | ||||||||
| Non-GAAP adjusted EBITDA | $ | (4,571 | ) | $ | (3,689 | ) | $ | (8,488 | ) | $ | (6,852 | ) |