8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 2020

IDENTIV, INC.

(Exactname of Registrant as Specified in Its Charter)

Delaware	000-29440	77-0444317
(State or Other Jurisdiction<br><br><br>of Incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)
2201 Walnut Avenue, Suite 100,<br><br><br>Fremont, California		94538
(Address of Principal Executive Offices)		(Zip Code)

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

Not Applicable

(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<br>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><br><br>Symbol(s)	Name of exchange<br><br><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 2.03	Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.

On April 9, 2020, Identiv, Inc. (the “Company”) entered into a promissory note under the Paycheck Protection Program established under Section 1102 of the Coronavirus Aid, Relief and Economic Security (CARES) Act.

The note is dated April 8, 2020 (the “Note”) with East West Bank (the “Lender”), the Company’s lender under its existing Loan and Security Agreement, pursuant to which the Company borrowed a principal amount of approximately $2.9 million from the Lender. The interest on the Note is 1.00% per annum. The Note is payable two years from the date of the Note, and there is no prepayment penalty. Notes issued under the CARES Act may be eligible for forgiveness in whole or in part in accordance with SBA rules established for the Paycheck Protection Program as further described at SBA.gov.

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Promissory Note dated April 8, 2020 between the Company and East West Bank.
99.1	Paycheck Protection Program (PPP) Information sheet.

SIGNATURE

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.
April 15, 2020	By:	/s/ Sandra Wallach
		Sandra Wallach
		Chief Financial Officer

EX-10.1

Exhibit 10.1

Borrower:<br> <br>Identiv, Inc.	Lender: East West Bank<br><br><br>Loan Servicing Department<br><br><br>9300 Flair Drive, 6th Floor<br><br><br>El Monte, CA 91731
Principal Amount:<br> <br>$2,914,500.00	Date of Note: April 08, 2020

PROMISSORY NOTE

PROMISE TO PAY. The borrower identified above (“Borrower”) promises to pay to East West Bank (“Lender”), or order, in lawful money of the United States of America, the principal amount specified above which will be fully disbursed at loan funding, together with interest on the unpaid principal balance from the date of this Note until paid in full.

INTEREST RATE. The interest rate on this Note is a fixed rate of 1.00% per annum, calculated according to the INTEREST CALCULATION METHOD paragraph below.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on that date that is two years after the date of this Note (“Maturity Date”). In addition, Borrower will pay regular monthly payments in an amount equal to one month’s accrued interest commencing on that date that is seven months after the date of this Note, with all subsequent interest payments to be due on the same day of each month after that. All interest which accrues during the initial six months of the loan period will be deferred to and payable on the Maturity Date. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.

PAYMENT DUE DATE. If any payment required to be made under this Note becomes due and payable on a day other than a Business Day, the due date shall be extended to the next Business Day. “Business Day” means any day other than a Saturday, Sunday or a day on which commercial Banks in Los Angeles, California are authorized or required to close.

PREPAYMENT. This Note may be prepaid in whole or in part without penalty.

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.

DEFAULT. Each of the following shall constitute an event of default under this Note:

Payment Default. Borrower fails to make any payment when due under this Note, and fails to cure within fifteen days of notice and demand to cure made by Lender.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Death or Insolvency. The death or dissolution of Borrower, any assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

LOAN NO.	1

Delivery of Original Note. The failure of Borrower to deliver to Lender the original of this Note bearing a wet- ink signature within six months of the date of this Note, as provided in the E-Signature paragraph hereinbelow.

LENDER’S RIGHTS. Upon default Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

WHEN FEDERAL LAW APPLIES. When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notices, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

GOVERNING LAW. This Note shall be governed by the law of the State of California.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.

Borrower may notify Lender if Lender reports any inaccurate information about Borrower’s account(s) to a reporting agency. Borrower’s written notice describing the specific inaccuracy(ies) should be sent to Lender at the following address: East West Bank Loan Service Department 9300 Flair Drive, 6th Floor El Monte, CA 91731.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower, to the extent allowed by law, waives any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, shall be released from liability. Lender may renew or extend (repeatedly and for any length of time) this loan without the consent of or notice to anyone.

DISBURSEMENT INSTRUCTIONS. Borrower instructs Lender to disburse all loan proceeds to Borrower’s deposit account no.                 maintained with Lender.

[intentionally blank]

LOAN NO.	2

E-SIGNATURE. Borrower requests Lender to accept Borrower’s electronic signature on this Note by scanned method or other electronic method, as if it was the original wet-ink signature of Borrower. Accordingly, Borrower agrees that Borrower’s electronic signature is enforceable by Lender as if it was the original wet-ink signature of Borrower. Borrower agrees to deliver this Note with the original wet-ink signature to Lender as soon as practicable, and in no event later than six months after the date hereof.

By signing below, Borrower, on behalf of itself and each person named inthe SBA Paycheck Protection Program Application Form (“Application”), represents to Lender that all information, representations and certifications stated in the Application are true and correct, including payroll and other informationsubmitted to Lender. Borrower further certifies that it is adversely affected by the COVID-19 pandemic, and that it will use the fund solely for the purposes prescribed by the SBA for this loan program.Borrower agrees to indemnify and hold Lender harmless if any information, representation or certification stated in the Application or herein is not true and correct, or if Borrower’s request or claim for loan forgiveness is declined orotherwise rejected by the SBA.

Borrower

Identiv, Inc.

By:	/s/ Sandra Wallach
Name:	Sandra Wallach
Title:	CFO
By:
Name:
Title:
By:
Name:
Title:
LOAN NO.	3
---	---

RESOLUTION OF BORROWER

The signer on the Paycheck Protection Program loan application form is authorized, for, on behalf of, and in the name of Identiv, Inc. (the “Company”) to execute and deliver in form and content as may be required by East West Bank all notes, applications and other agreements, instruments or documents to carry out the purposes of this resolution.

I/We certify that: (1) If the Company named above is a corporation, at least one of us is its Secretary or Assistant Secretary; if it is a partnership, we constitute all of its general partners or managing partners; or if it is a limited liability company, I am its Secretary or I/we are Member(s) and/or its only manager(s); (2) The foregoing resolution is a true copy of a resolution duly adopted by the Company’s governing body and remains valid and effective.

Dated: April 9, 2020

/s/ Sandra Wallach	Sandra Wallach, CFO
Signature	Name and Title
Signature	Name and Title
Signature	Name and Title
LOAN NO.	4
---	---

EX-99.1

Exhibit 99.1

PAYCHECK PROTECTION PROGRAM (PPP) INFORMATION SHEET:

BORROWERS

The Paycheck Protection Program (“PPP”) authorizes up to $349 billion in forgivable loans to small businesses to pay their employees during the COVID-19 crisis. All loan terms will be the same for everyone.

The loan amounts will be forgiven as long as:

•	The loan proceeds are used to cover payroll costs, and most mortgage interest, rent, and utility costs over the 8<br>week period after the loan is made; and
•	Employee and compensation levels are maintained.
---	---

Payroll costs are capped at $100,000 on an annualized basis for each employee. Due to likely high subscription, it is anticipated that not more than 25% of the forgiven amount may be for non-payroll costs.

Loan payments will be deferred for 6 months.

When can I apply?

•	Starting April 3, 2020, small businesses and sole proprietorships can apply for and receive loans to cover their<br>payroll and other certain expenses through existing SBA lenders.
•	Starting April 10, 2020, independent contractors and self-employed individuals can apply for and receive loans to<br>cover their payroll and other certain expenses through existing SBA lenders.
---	---
•	Other regulated lenders will be available to make these loans as soon as they are approved and enrolled in the<br>program.
---	---

Where can I apply? You can apply through any existing SBA lender or through any federally insured depository institution, federally insured credit union, and Farm Credit System institution that is participating. Other regulated lenders will be available to make these loans once they are approved and enrolled in the program. You should consult with your local lender as to whether it is participating. Visit www.sba.gov for a list of SBA lenders.

Who canapply? All businesses – including nonprofits, veterans organizations, Tribal business concerns, sole proprietorships, self-employed individuals, and independent contractors – with 500 or fewer employees can apply. Businesses in certain industries can have more than 500 employees if they meet applicable SBA employee-based size standards for those industries (click HERE for additional detail).

For this program, the SBA’s affiliation standards are waived for small businesses (1) in the hotel and food services industries (click HERE for NAICS code 72 to confirm); or (2) that are franchises in the SBA’s Franchise Directory (click HERE to check); or (3) that receive financial assistance from small business investment companies licensed by the SBA. Additional guidance may be released as appropriate.

What do I need to apply? You will need to complete the Paycheck Protection Program loan application and submit the application with the required documentation to an approved lender that is available to process your application by June 30, 2020. Click HERE for the application.

What other documents will I need to include in my application? You will need to provide your lender with payroll documentation.

Do I need to first look for other funds before applying to this program? No. We are waiving the usual SBA requirement that you try to obtain some or all of the loan funds from other sources (i.e., we are waiving the Credit Elsewhere requirement).

How long will this program last? Although the program is open until June 30, 2020, we encourage you to apply as quickly as you can because there is a funding cap and lenders need time to process your loan.

How many loans can I take out under this program? Only one.

What can I use these loans for? You should use the proceeds from these loans on your:

•	Payroll costs, including benefits;
•	Interest on mortgage obligations, incurred before February 15, 2020;
---	---
•	Rent, under lease agreements in force before February 15, 2020; and
---	---
•	Utilities, for which service began before February 15, 2020.
---	---

What counts as payroll costs? Payroll costs include:

•	Salary, wages, commissions, or tips (capped at $100,000 on an annualized basis for each employee);<br>
•	Employee benefits including costs for vacation, parental, family, medical, or sick leave; allowance for<br>separation or dismissal; payments required for the provisions of group health care benefits including insurance premiums; and payment of any retirement benefit;
---	---
•	State and local taxes assessed on compensation; and
---	---
•	For a sole proprietor or independent contractor: wages, commissions, income, or net earnings from<br>self-employment, capped at $100,000 on an annualized basis for each employee.
---	---

How large can my loan be? Loans can be for up to two months of your average monthly payroll costs from the last year plus an additional 25% of that amount. That amount is subject to a $10 million cap. If you are a seasonal or new business, you will use different applicable time periods for your calculation. Payroll costs will be capped at $100,000 annualized for each employee.

How much of my loan will be forgiven? You will owe money when your loan is due if you use the loan amount for anything other than payroll costs, mortgage interest, rent, and utilities payments over the 8 weeks after getting the loan. Due to likely high subscription, it is anticipated that not more than 25% of the forgiven amount may be for non-payroll costs.

You will also owe money if you do not maintain your staff and payroll.

•	Number of Staff: Your loan forgiveness will be reduced if you decrease your full-time employee headcount.<br>
•	Level of Payroll: Your loan forgiveness will also be reduced if you decrease salaries and wages by more<br>than 25% for any employee that made less than $100,000 annualized in 2019.
---	---
•	Re-Hiring: You have until June 30, 2020 to restore your full-time employment and salary levels for any<br>changes made between February 15, 2020 and April 26, 2020.
---	---

How can I request loan forgiveness? You can submit a request to the lender that is servicing the loan. The request will include documents that verify the number of full-time equivalent employees and pay rates, as well as the payments on eligible mortgage, lease, and utility obligations. You must certify that the documents are true and that you used the forgiveness amount to keep employees and make eligible mortgage interest, rent, and utility payments. The lender must make a decision on the forgiveness within 60 days.

What is my interest rate? 0.50% fixed rate.

When doI need to start paying interest on my loan? All payments are deferred for 6 months;

however, interest will continue to accrue over this period.

When is my loan due? In 2 years.

Can I pay my loanearlier than 2 years? Yes. There are no prepayment penalties or fees.

Do I need to pledge any collateral for these loans? No. No collateral is required.

Do I need to personally guarantee this loan? No. There is no personal guarantee requirement. ***However, if the proceeds are used for fraudulent purposes, the U.S. government will pursue criminal charges against you.***

What do I need to certify? As part of your application, you need to certify in good faith that:

•	Current economic uncertainty makes the loan necessary to support your ongoing operations.
•	The funds will be used to retain workers and maintain payroll or to make mortgage, lease, and utility payments.<br>
---	---
•	You have not and will not receive another loan under this program.
---	---
•	You will provide to the lender documentation that verifies the number of full-time equivalent employees on<br>payroll and the dollar amounts of payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities for the eight weeks after getting this loan.
---	---
•	Loan forgiveness will be provided for the sum of documented payroll costs, covered mortgage interest payments,<br>covered rent payments, and covered utilities. Due to likely high subscription, it is anticipated that not more than 25% of the forgiven amount may be for non-payroll costs.
---	---
•	All the information you provided in your application and in all supporting documents and forms is true and<br>accurate. Knowingly making a false statement to get a loan under this program is punishable by law.
---	---
•	You acknowledge that the lender will calculate the eligible loan amount using the tax documents you submitted.<br>You affirm that the tax documents are identical to those you submitted to the IRS. And you also understand, acknowledge, and agree that the lender can share the tax information with the SBA’s authorized representatives, including authorized<br>representatives of the SBA Office of Inspector General, for the purpose of compliance with SBA Loan Program Requirements and all SBA reviews.
---	---