INVE Technologies, Inc SC TO-I/A, filed Oct 30, 2026
INVE Technologies, Inc. (INVE)
INVE Technologies revised its preliminary third-quarter 2026 results from net income of $0.4 million to $0.8 million and earnings per share of $0.01 to $0.02 to a net loss of $1.1 million to $1.3 million and a loss per share of $0.05 to $0.06. AI summary
As filed with the Securities and Exchange Commission on October 30, 2026
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
SCHEDULE TO
(Amendment No. 1)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
_______________________________
INVE Technologies, Inc.
(Name of Subject Company (Issuer))
INVE Technologies, Inc.
(Name of Filing Person (Issuer and Offeror))
_______________________________
Common Stock, $0.001 par value per share
(Title of Class of Securities)
45170X205
(CUSIP Number of Class of Securities)
_______________________________
Edward Kirnbauer
Chief Financial Officer
INVE Technologies, Inc.
1900-B Carnegie Avenue
Santa Ana, California 92705
(657) 356-8384
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
_______________________________
Copies to:
Stanley F. Pierson, Esq.
Gabriella A. Lombardi, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2400 Hanover Street
Palo Alto, CA 94304
(650) 233-4500
_______________________________
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTION
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on October 21, 2026 (the “Schedule TO”), relating to the offer by INVE Technologies, Inc., a Delaware corporation (the “Company”), to purchase for cash up to $20 million in value of shares of its common stock, $0.001 par value per share (the “shares”), at a price not greater than $3.40 per share nor less than $2.85 per share, net to the seller in cash, less any applicable withholding and, in certain limited circumstances, transfer taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 21, 2026 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were previously filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.
The purpose of this Amendment is to file Exhibit (a)(5)(B) containing certain revised preliminary financial results for the fiscal quarter ended September 30, 2026 and to correct the description of Exhibit (a)(5)(A) contained in Item 12. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment does not modify any of the information previously reported on the Schedule TO. This Amendment should be read in conjunction with the Schedule TO and all of the exhibits thereto, including the Offer to Purchase and the Letter of Transmittal, as each may be amended or supplemented from time to time.
Item 12. Exhibits.
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Exhibit |
Description |
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(a)(1)(A)** |
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(a)(1)(B)** |
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(a)(1)(C)** |
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(a)(1)(D)** |
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(a)(1)(E)** |
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(a)(5)(A) |
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(a)(5)(B)* |
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(b) |
Not Applicable. |
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(d)(1) |
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(d)(2) |
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(d)(3) |
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(d)(4) |
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(d)(5) |
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(g) |
Not Applicable. |
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(h) |
Not Applicable. |
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107** |
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* Filed herewith
** Filed previously
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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INVE TECHNOLOGIES, INC. |
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Dated: October 30, 2026 |
By: |
/s/ Edward Kirnbauer |
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Name: |
Edward Kirnbauer |
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Title: |
Chief Financial Officer |
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2
Exhibit (a)(5)(B)
INVE Technologies Announces Revised Preliminary Third Quarter 2026 Financial Results
Santa Ana, Calif. — October 30, 2026 — INVE Technologies, Inc. (NASDAQ: INVE) (the “Company”) today announced a revision to its preliminary unaudited financial results for the third quarter ended September 30, 2026, that were previously issued on October 21, 2026.
The original press release reported preliminary net income of $0.4 million to $0.8 million, and preliminary net income per share of $0.01 to $0.02. These metrics have been revised to preliminary net loss of $1.1 million to $1.3 million and preliminary net loss per share of $0.05 to $0.06, respectively. The revisions to these preliminary financial results reflect post-closing adjustments associated with the asset sale to Trackonomy Systems, Inc., specifically working capital adjustments and post-closing acceptance of certain customer contracts. All other preliminary results, including the Company’s expected cash balance as of September 30, 2026 of $87.1 million, remain unchanged.
The preliminary financial results are subject to revision based upon the completion of the Company’s quarter-end financial closing procedures and the review of its interim financial statements by its independent registered public accounting firm. The Company’s independent registered public accounting firm expresses no opinion or any other form of assurance with respect to the preliminary financial results. Actual results may differ materially from the preliminary estimates.
Forward-Looking Statements
This press release contains forward-looking statements. 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 and can be identified by words such as “anticipate,” “believe,” “continue,” “plan,” “will,” “intend,” “expect,” and similar references to the future. Any statement that is not a historical fact, including statements regarding the Company’s preliminary estimated financial results for the third quarter ended September 30, 2026, is a forward-looking statement. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the completion of the Company’s quarter-end financial closing procedures and adjustments to its preliminary estimated financial results for the third quarter ended September 30, 2026, auditor review procedures, and the other factors discussed in the Company’s periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2025, as amended, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and subsequent reports it files with the Securities and Exchange Commission. Forward-looking statements are based on information available to the Company as of the date hereof, and the Company undertakes no obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
INVE Technologies Investor Relations Contact:
IR@invetechnologies.com
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