INVE 8-K
Identiv, Inc. (INVE)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 8.01 Other Events.
On August 24, 2026, Identiv, Inc. (the “Company”), and Bleichroeder LP (“Bleichroeder”) supplemented Section 3(e) of that certain Governance Letter Agreement dated June 24, 2026 (the “Agreement”) by and between the Company and Bleichroeder to clarify the intent of the parties and confirm their mutual understanding that the proportional voting requirement established by Section 3(e) of the Agreement shall be triggered whenever Bleichroeder owns more than 40% of the Company’s outstanding voting stock regardless of whether such ownership results from Bleichroeder’s purchases of voting stock, from Bleichroeder’s conversion of nonvoting Series B Preferred Stock of the Company into voting stock, from the Company’s repurchase of outstanding voting stock of the Company, or from any other cause.
The Agreement was filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2026. The foregoing description of the Supplement to the Governance Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Supplement to the Governance Letter Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1 |
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Supplement to Governance Letter Agreement dated August 24, 2026. |
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104 |
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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.
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Identiv, Inc. |
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Date: |
August 24, 2026 |
By: |
/s/ Edward Kirnbauer |
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Edward Kirnbauer |
Exhibit 99.1
IDENTIV, INC.
August 24, 2026
Bleichroeder LP
1345 Avenue of the Americas, 48th Fl.
New York, NY 10105
Re: Supplement to Governance Letter Agreement dated June 24, 2026
Ladies and Gentlemen:
Reference is made to the Governance Letter Agreement dated June 24, 2026 (the “Agreement”) by and between Identiv, Inc., a Delaware corporation (the “Company”), and Bleichroeder LP (“Bleichroeder”). Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Agreement.
Section 3(e) of the Agreement provides for proportional voting by Bleichroeder on shares of voting stock of the Company Bleichroeder may acquire in excess of the 40% Threshold. The Company and Bleichroeder desire to clarify the intent of the parties and confirm their mutual understanding that the proportional voting requirement established by Section 3(e) of the Agreement shall be triggered whenever Bleichroeder owns more than 40% of the Company’s outstanding voting stock regardless of whether such ownership results from Bleichroeder’s purchases of voting stock, from Bleichroeder’s conversion of nonvoting Series B Preferred Stock of the Company into voting stock, from the Company’s repurchase of outstanding voting stock of the Company, or from any other cause.
In consideration of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Proportional Voting above Threshold. In the event that Bleichroeder holds in excess of 40% of the voting stock of the Company (the “Threshold”) as of the record date for any regular or special meeting of stockholders, or other vote of stockholders, whether as a result of purchases of voting stock, as a result of conversion of shares of the Company’s nonvoting Series B Preferred Stock into shares of voting stock, or as a result of the Company’s repurchases of outstanding voting stock of the Company, or any combination thereof, or any other cause, Bleichroeder agrees that at any regular or special meeting of stockholders, or other vote of stockholders, the shares held by Bleichroeder in excess of the Threshold shall be voted in the same proportion as to each proposal as the shares held by stockholders other than Bleichroeder that are voted at such meeting or other vote. This provision shall apply as long as Bleichroeder holds voting stock of the Company in excess of Threshold.
[Signature Page Follows]
Very truly yours,
IDENTIV, INC.
By: /s/ Kirsten Newquist
Name: Kirsten Newquist
Title: Chief Executive Officer
Accepted and agreed:
Bleichroeder LP
By: /s/ Andrew Gundlach
Name: Andrew Gundlach
Title: President and Chief Executive Office
[Signature Page to Supplement to Letter Agreement]