{"url_path":"/sec/inve/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1036044/0001193125-26-281293-index.html","accession_number":"0001193125-26-281293","cik":"0001036044","ticker":"INVE","issuer_name":"Identiv, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1036044/0001193125-26-281293-index.html","primary_entity_key":"0001036044","primary_entity_name":"Identiv, Inc."},"word_count":2083,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nStock and Asset Purchase Agreement\n\nOn June 24, 2026, Identiv, Inc. (“Identiv”) entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Trackonomy Systems, Inc., a Delaware corporation (“Buyer”). Upon the terms and subject to the conditions set forth in the Purchase Agreement, at the closing of the transactions contemplated thereby, Identiv will sell its specialty Internet of Things business (the “Business”) to Buyer through the sale of substantially all of its operating assets, including all outstanding shares of Identiv (Thailand) Co., Ltd, a wholly-owned subsidiary of Identiv, and $25 million in cash, subject to customary adjustments set forth in the Purchase Agreement for working capital, indebtedness and certain contract-related capital expenditures, in exchange for $50 million of shares of Series C Preferred Stock of Buyer, at a value of $20.07 per share (the “Purchase Price”), and the assumption of certain liabilities related to the Business (collectively, the “Stock and Asset Sale”).\n\nThe completion of the Stock and Asset Sale and the other transactions contemplated by the Purchase Agreement (the “Closing”) is subject to customary conditions, including, (1) the approval of the Stock and Asset Sale by Identiv stockholders (the “Stockholder Approval”), (2) the approval of the Stock and Asset Sale by Buyer stockholders, (3) the absence of any order that has the effect of enjoining or otherwise prohibiting the completion of the Stock and Asset Sale, (4) each party’s representations and warranties being true and correct as of the Closing, (5) each party’s material compliance with agreements, covenants and conditions, (6) delivery of the Purchase Price, (7) delivery of the Purchased Assets and (8) the filing by Buyer of a charter amendment with the Secretary of State of the State of Delaware to increase the authorized number of shares of Series C Preferred Stock.\n\nThe Purchase Agreement includes customary representations, warranties and covenants of Identiv and Buyer, including covenants to use their respective commercially reasonable efforts to consummate the transactions contemplated by the Purchase Agreement. Between the date of execution of the Purchase Agreement and the Closing, Identiv has agreed to conduct the Business in the ordinary course of business, and Buyer has agreed to conduct its business and operations in the ordinary course of business, in each case subject to specified operating covenants.\n\nIdentiv also has agreed not to, and to use reasonable best efforts to cause each of its representatives not to solicit, initiate or knowingly facilitate or knowingly encourage any third-party alternative acquisition proposals and has agreed to certain restrictions on its and its representatives’ ability to respond to any such proposals. Prior to the Stockholder Approval and subject to certain notice and other specified conditions, Identiv’s board of directors (the “Board”) may, in connection with a superior proposal (as defined in the Purchase Agreement), withdraw its recommendation in favor of adoption of the Purchase Agreement or terminate the Purchase Agreement to enter into a definitive agreement providing for such superior proposal if, in each case, the Board determines in good faith that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties. Prior to the Stockholder Approval and subject to certain notice and other specified conditions, the Board also may withdraw its recommendation in favor of adoption of the Purchase Agreement (but not terminate the Purchase Agreement) if, in connection with a material event or circumstance (other than an inquiry or proposal with respect to an alternative acquisition transaction) that was not known or reasonably foreseeable to the Board (or if known or reasonably foreseeable, the consequences of which were not known or reasonably foreseeable to the Board) as of the date of the Purchase Agreement, it determines in good faith that a failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties.\n\nThe Purchase Agreement includes termination provisions for both Identiv and Buyer. The Purchase Agreement provides that Identiv will be required to pay Buyer a termination fee equal to $750,000 (the “Termination Fee”) if the Purchase Agreement is terminated (i) by Identiv to enter into an agreement in respect of a superior proposal as described above, (ii) by Buyer prior to the Stockholder Approval if the Board (A) withdraws its recommendation in favor of the adoption of the Purchase Agreement, (B) fails to publicly reaffirm its recommendation in favor of the adoption of the Purchase Agreement in certain circumstances or fails to recommend against an alternative transaction that is a tender offer or exchange offer or (C) adopts or recommends a third-party alternative acquisition proposal (collectively, an “Adverse Recommendation Change”), or (iii) by either party due to the failure to obtain the Stockholder Approval at the stockholders meeting for such approval (including any adjournments and postponements thereof). Additionally, the Purchase Agreement provides that if Identiv fails to pay the Termination\n\nFee, Identiv will (i) reimburse all of Buyer’s reasonable and documented out-of-pocket expenses incurred in connection with collection of such overdue amount and the enforcement by Buyer of its rights under the Purchase Agreement and (ii) pay interest on such overdue amount at the prime rate in effect on the date such overdue amount was originally required to be paid.\n\nThe foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nThe foregoing summary has been included to provide investors and security holders with information regarding the terms of the Purchase Agreement. It is not intended to provide any other factual information about Identiv, Buyer or their respective subsidiaries and affiliates. The Purchase Agreement contains representations and warranties by each of the parties to the Purchase Agreement, which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, as well as by information contained in each party’s periodic reports filed with the Securities and Exchange Commission (the “SEC”), and may be subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Identiv, Buyer or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Identiv’s public disclosures.\n\nThe Purchase Agreement includes a limited trademark license, pursuant to which Buyer will grant Identiv a non-exclusive, non-transferable right to use the “Identiv” name and logo for a period of nine (9) months after the Closing for limited purposes, including in connection with SEC filings, in the name of Seller and its Subsidiaries that include Identiv as of the Purchase Agreement and on signage, properties, stationery and promotional materials that are Excluded Assets as set forth in the Purchase Agreement.\n\nVoting and Support Agreement\n\nConcurrently with the execution of the Purchase Agreement, certain funds affiliated with Bleichroeder LP (“Bleichroeder”) (the “Bleichroeder Holders”), entered into a voting and support agreement with Identiv and Buyer (the “Voting and Support Agreement”) pursuant to which, among other things and subject to the terms and conditions therein, the Bleichroeder Holders agreed, in their capacities as holders of shares of Identiv’s common stock, $0.001 par value per share (“Common Stock”), and Series B convertible preferred stock, $0.001 par value per share (“Series B Preferred Stock”), as applicable, to vote all shares of Common Stock and Series B Preferred Stock beneficially owned by the Bleichroeder Holders at the time of the stockholder vote on the Stock and Asset Sale in favor of adoption of the Purchase Agreement and the approval of the transactions contemplated by the Purchase Agreement, including the Stock and Asset Sale, and any other matter necessary to consummate such transactions, and not to vote in favor of, or tender their shares of Common Stock or Series B Preferred Stock into, any competing offer or acquisition proposal. In addition, the Bleichroeder Holders waived appraisal rights and provided an irrevocable proxy to Buyer to vote in favor of the Stock and Asset Sale, including by voting for the adoption of the Purchase Agreement. As of the date of the Voting and Support Agreement, an aggregate of 2,884,495 shares of Common Stock and 5,000,000 shares of Series B Preferred Stock, representing approximately 12% of the outstanding shares of Common Stock and 100% of the outstanding shares of Series B Preferred Stock, respectively, are subject to the Voting and Support Agreement.\n\nThe foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting and Support 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.\n\nAncillary Agreements\n\nAt the Closing, the parties intend to enter into certain additional agreements, including (i) a transition services agreement, pursuant to which each party will provide certain services of a transitional nature to the other party, (ii) a rights agreement, pursuant to which Buyer will grant Identiv certain rights and Identiv will be subject to certain restrictions in connection with Identiv’s ownership of shares of Series C Preferred Stock of Buyer, including board observer rights, confidentiality obligations, transfer rights and restrictions, and other post-closing covenants, and (iii) a strategic framework agreement, pursuant to which the parties intend to negotiate and enter into a definitive agreement to support future collaboration on new software acquisition opportunities intended to facilitate, in part, Identiv’s post-Closing business strategy.\n\nGovernance Letter Agreement\n\nConcurrently with the execution of the Voting and Support Agreement, Identiv and Bleichroeder entered into a letter agreement (the “Governance Letter Agreement”). Pursuant to the Governance Letter Agreement, Identiv agreed to include in its upcoming proxy statement a proposal seeking stockholder approval of Bleichroeder’s ability to convert Series B Preferred Stock in excess of 19.9% of Identiv’s outstanding Common Stock and to exceed 19.9% of Identiv’s outstanding stock generally. Identiv also agreed, for a three-year period, not to amend or modify its bylaws to prevent, impair or delay the ability of stockholders holding 10% or more of Identiv’s outstanding capital stock from calling special meetings of stockholders, and to consult reasonably with Bleichroeder with respect to dividends, distributions, stock repurchases and other transactions providing liquidity to stockholders.\n\nThe Governance Letter Agreement also provides Bleichroeder with the right to nominate one designee, reasonably acceptable to the then-current Board, for election to the Board at each annual meeting of stockholders for so long as Bleichroeder holds at least 20% of Identiv’s outstanding Common Stock, including for this purpose securities convertible into Common Stock without giving effect to any conversion limitations applicable to the Series B Preferred Stock, and a second such designee if Bleichroeder’s ownership increases to 40% or more. Identiv also agreed to use reasonable best efforts to obtain the election of any such Bleichroeder designees and, upon Bleichroeder’s request, to appoint any such designees then serving on the Board to any committee designated to review or oversee strategic alternatives for Identiv, subject to customary recusal requests in the event of any potential conflict of interest. The Governance Letter Agreement further contains Identiv’s acknowledgment that the restrictions on business combinations under Section 203 of the Delaware General Corporation Law are no longer applicable to Bleichroeder, Bleichroeder’s acknowledgment and agreement that the Board and its committees must satisfy applicable Nasdaq and SEC independence requirements, and Bleichroeder’s agreement that, if it acquires more than 40% of Identiv’s voting stock, it shall vote shares held above such threshold in the same proportion as shares voted by Identiv’s other stockholders.\n\nThe foregoing description of the Governance Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Governance Letter Agreement, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference."}