Form 8-K - Current report

false 0001036044 0001036044 2024-09-06 2024-09-06

 

 

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

Date of Report (Date of earliest event reported): September 6, 2024

 

 

IDENTIV, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

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

Registrant’s Telephone Number, Including Area Code: [phone]

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 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 Symbol(s)		Name of 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. ☐

 

 

 

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Item 2.01

Completion of Acquisition or Disposition of Assets.

On September 6, 2024, Identiv, Inc. (the “Company”) completed the sale of its physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, its wholly-owned subsidiary (the “Physical Security Business”), to Hawk Acquisition, Inc., a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée and provider of security solutions, and Buyer assumed certain of the Company’s liabilities related to the Physical Security Business (collectively, the “Asset Sale”) pursuant to that certain Stock and Asset Purchase Agreement, dated as of April 2, 2024 and as amended on September 6, 2024 (as amended, the “Purchase Agreement”), by and between the Company and Buyer.

As consideration for the Asset Sale, the Company received approximately $144.2 million in cash, subject to further customary adjustments as set forth in the Purchase Agreement.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2024 and is incorporated by reference herein.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Management Equity Awards

As previously disclosed, on September 6, 2024, immediately prior to the closing of the Asset Sale (the “Closing”), the Company granted (i) 365,000 fully vested restricted stock units (“RSUs”) to Steven Humphreys, the Company’s then-Chief Executive Officer, under the Company’s 2011 Incentive Compensation Plan (the “2011 Plan”), pursuant to Mr. Humphreys’ employment agreement with the Company dated September 14, 2015, as amended on October 4, 2023, and (ii) 65,000 fully vested RSUs to Justin Scarpulla, the Company’s Chief Financial Officer, under the 2011 Plan. The foregoing equity awards are subject to the terms and conditions of the 2011 Plan and the applicable stock award agreements.

In addition, on September 6, 2024, the board of directors of the Company (the “Board”) approved an amendment (the “Amendment”) to Mr. Humphreys’ fully vested option award to purchase 444,460 shares of the Company’s common stock at an exercise price of $4.36 per share, granted under the 2011 Plan effective as of June 6, 2016 (the “Option”). The Amendment extends the period during which Mr. Humphreys may exercise the Option from three months to twelve months following the termination of his Continuous Service (as defined under the 2011 Plan) (the “Extended Post-Termination Exercise Period”); provided, however, that the Extended Post-Termination Expiration Period may not extend beyond the expiration date of the Option.

Appointment/Departure of Chief Executive Officer and Member of Board

In connection with the Closing and as previously disclosed, Mr. Humphreys resigned from his positions as Chief Executive Officer and as a member of the Board, effective September 6, 2024. On September 5, 2024, the Board unanimously appointed Kirsten Newquist, the Company’s President, IoT Solutions, as Chief Executive Officer and as a Class I director of the Board, effective upon the Closing. Ms. Newquist will serve as a director until the Company’s 2026 annual meeting of stockholders or until her earlier resignation, removal or disqualification.

Ms. Newquist, age 58, has served as the Company’s President, IoT Solutions since April 15, 2024. Prior to joining the Company, she held various roles at Avery Dennison Corporation (NYSE: AVY), a global materials science and digital identification solutions company, including as Global Vice President, Global Healthcare and Product Line Management at Avery Dennison Smartrac from October 2022 to September 2023, Global Vice President/General Manager at Avery Dennison Medical from June 2016 to October 2022, Vice President, Global Business Development at Avery Dennison Medical from June 2011 to June 2016, and Director of New Growth Platforms at Avery Dennison Corporation from May 2007 to June 2011. Prior to Avery Dennison, Ms. Newquist served as a Director at Copia Associates LLC, a private investment firm, from March 2005 to May 2007. From August 2001 to January 2005, Ms. Newquist served as Vice President, Corporate Development at Ancora Management Group, a mail services company that was acquired by Pitney Bowes Inc. (NYSE: BPI), a global shipping and mailing company, in November 2004. She also served as Director of Project Management at Iwerks Entertainment, a designer and manufacturer of software-based entertainment attractions, from January 1990 to August 1996. Ms. Newquist holds a B.S. in Mechanical Engineering from Stanford University and an M.B.A. from the Anderson School at University of California, Los Angeles.

Other than as disclosed above, there is no arrangement or understanding between Ms. Newquist and any other person pursuant to which she was selected as an officer of the Company. Additionally, there are no family relationships between Ms. Newquist any of the Company’s directors or executive officers, and Ms. Newquist has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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Item 9.01

Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The Company’s unaudited pro forma condensed consolidated financial information as of June 30, 2024 and for the six months ended June 30, 2024 and the year ended December 31, 2023 is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Unaudited Pro Forma Condensed Consolidated Financial Information.
104		Cover page Interactive data file (embedded within the inline XBRL document).

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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.
September 9, 2024				By:		/s/ Justin Scarpulla
						Justin Scarpulla
						Chief Financial Officer

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Unaudited Pro Forma Condensed Consolidated Financial Information

The following unaudited pro forma condensed consolidated financial information has been derived from the historical consolidated financial statements of Identiv, Inc. (the “Company”), adjusted to give effect to the Asset Sale (as defined below) of its Physical Security Business (as defined below). On April 2, 2024, the Company entered into a Stock and Asset Purchase Agreement, as amended on September 6, 2024 (as amended, the “Purchase Agreement”), with Hawk Acquisition, Inc., a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée and provider of security solutions. On September 6, 2024, upon the satisfaction of the terms and conditions set forth in the Purchase Agreement, the Company completed the sale of its physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, its wholly-owned subsidiary (the “Physical Security Business”), to Buyer, and Buyer assumed certain of the Company’s liabilities related to the Physical Security Business (collectively, the “Asset Sale”). As consideration for the Asset Sale, the Company received approximately $144.2 million in cash, subject to further customary adjustments as set forth in the Purchase Agreement. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2024 has been prepared with the assumption that the Asset Sale was completed as of the balance sheet date. The unaudited pro forma condensed consolidated statements of comprehensive loss for the six months ended June 30, 2024 and year ended December 31, 2023, have been prepared with the assumption that the Asset Sale occurred as of January 1, 2023.

The unaudited pro forma condensed consolidated financial statements have been prepared based upon assumptions deemed appropriate by management. The unaudited pro forma condensed consolidated financial statements and pro forma adjustments are based upon information available as of the date of this Current Report on Form 8-K and have been presented solely for informational purposes and are not necessarily indicative of the condensed consolidated balance sheet or statements of comprehensive loss that would have been realized had the Asset Sale occurred as of the dates indicated, nor is it meant to be indicative of any future consolidated financial position or future results of operations.

Historical condensed consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the Asset Sale, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed consolidated statements of comprehensive loss, expected to have a continuing impact on the financial results of the Company following the Asset Sale. Accordingly, the accompanying unaudited pro forma condensed consolidated statements of comprehensive loss do not include realized gains from the Asset Sale. The adjustments presented are based on currently available information and reflect certain estimates and assumptions. Therefore, actual results may differ from the pro forma adjustments.

The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements and should be read in conjunction with the (i) unaudited condensed consolidated financial statements for the six months ended June 30, 2024 and (ii) audited consolidated financial statements of the Company for the year ended December 31, 2023.

 

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Unaudited Pro Forma Condensed Consolidated Balance Sheet

Giving Effect to the Asset Sale

As of June 30, 2024

(In thousands)

 

		Consolidated				Pro Forma Adjustments for Asset Sale(a)				Other Pro Forma Adjustments for Asset Sale				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents		$	18,435			$	—			$	145,000	(b)		$	163,435
Restricted cash			566				—				—				566
Accounts receivable, net			19,601				(15,885	)			—				3,716
Inventories			27,049				(15,782	)			—				11,267
Prepaid expenses and other current assets			3,730				(1,933	)			—				1,797
Total current assets			69,381				(33,600	)			145,000				180,781
Property and equipment, net			8,419				(750	)			—				7,669
Operating lease right-of-use assets			4,681				(2,453	)			—				2,228
Intangible assets, net			3,749				(3,749	)			—				—
Goodwill			10,180				(10,180	)			—				—
Other assets			1,350				(669	)			—				681
Total assets		$	97,760			$	(51,401	)		$	145,000			$	191,359
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	9,979			$	(7,033	)		$	—			$	2,946
Financial liabilities, net of debt issuance costs			7,905				—				—				7,905
Operating lease liabilities			1,699				(884	)			—				815
Deferred revenue			2,364				(2,364	)			—				—
Accrued compensation and related benefits			2,263				(1,072	)			—				1,191
Other accrued expenses and liabilities			4,017				(981	)			—				3,036
Total current liabilities			28,227				(12,334	)			—				15,893
Long-term operating lease liabilities			3,201				(1,808	)			—				1,393
Long-term deferred revenue			1,248				(1,248	)			—				—
Other long-term liabilities			27				—				—				27
Total liabilities			32,703				(15,390	)			—				17,313
Stockholders’ equity:
Series B preferred stock			5				—				—				5
Common stock			25				—				—				25
Additional paid-in capital			503,246				—				—				503,246
Treasury stock			(13,510	)			—				—				(13,510	)
Accumulated deficit			(425,644	)			—				108,989				(316,655	)
Accumulated other comprehensive income			935				—				—				935
Net Parent investment			—				(36,011	)			36,011	(c)			—
Total stockholders’ equity			65,057				(36,011	)			145,000				174,046
Total liabilities and stockholders’ equity		$	97,760			$	(51,401	)		$	145,000			$	191,359

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

 

2

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Unaudited Pro Forma Condensed Consolidated Statements of Comprehensive Loss

Giving Effect to the Asset Sale

For the Six Months Ended June 30, 2024

(In thousands)

 

		Consolidated				Pro Forma Adjustments for Asset Sale(d)				Pro Forma
Net revenue		$	46,827			$	(33,428	)		$	13,399
Cost of revenue			29,917				(17,615	)			12,302
Gross profit			16,910				(15,813	)			1,097
Operating expenses:
Research and development			6,066				(4,203	)			1,863
Selling and marketing			11,337				(8,340	)			2,997
General and administrative			9,521				(1,501	)			8,020	(3)
Restructuring and severance			145				(145	)			—
Total operating expenses			27,069				(14,189	)			12,880
Loss from operations			(10,159	)			(1,624	)			(11,783	)
Non-operating income (expense):
Interest expense, net			(236	)			—				(236	)
Foreign currency gains (losses), net			(330	)			45				(285	)
Loss before income tax provision			(10,725	)			(1,579	)			(12,304	)
Income tax provision			(49	)			48				(1	)
Net loss		$	(10,774	)		$	(1,531	)		$	(12,305	)
Other comprehensive loss:
Foreign currency translation adjustment, net of tax			(394	)			—				(394	)
Comprehensive loss		$	(11,168	)		$	(1,531	)		$	(12,699	)

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

 

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Unaudited Pro Forma Condensed Consolidated Statements of Comprehensive Loss

Giving Effect to the Asset Sale

For the Year Ended December 31, 2023

(In thousands)

 

		Consolidated				Pro Forma Adjustments for Asset Sale(d)				Pro Forma
Net revenue		$	116,383			$	(72,938	)		$	43,445
Cost of revenue			74,219				(36,784	)			37,435
Gross profit			42,164				(36,154	)			6,010
Operating expenses:
Research and development			11,590				(7,191	)			4,399
Selling and marketing			22,555				(16,928	)			5,627
General and administrative			12,360				(4,452	)			7,908	(3)
Restructuring and severance			714				(376	)			338
Total operating expenses			47,219				(28,947	)			18,272
Loss from operations			(5,055	)			(7,207	)			(12,262	)
Non-operating income (expense):
Interest expense, net			(427	)			—				(427	)
Gain on investment			132				—				132
Foreign currency gains (losses), net			25				(60	)			(35	)
Loss before income tax provision			(5,325	)			(7,267	)			(12,592	)
Income tax provision			(164	)			116				(48	)
Net loss		$	(5,489	)		$	(7,151	)		$	(12,640	)
Other comprehensive loss:
Foreign currency translation adjustment, net of tax			228				—				228
Comprehensive loss		$	(5,261	)		$	(7,151	)		$	(12,412	)

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

 

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IDENTIV, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The Company’s historical consolidated financial statements have been adjusted in the unaudited pro forma condensed consolidated financial information to present events that are (i) directly attributable to the Asset Sale, (ii) factually supportable and (iii) are expected to have a continuing impact on the Company’s consolidated results following the Asset Sale. Accordingly, the pro forma condensed consolidated statements of comprehensive loss do not reflect an estimated gain or loss on the sale of the Physical Security Business.

2. Pro Forma Adjustments

The following pro forma adjustments are included in the Company’s unaudited pro forma condensed consolidated financial information:

 

(a)

Represents the elimination of certain assets and the assumption by Buyer of certain liabilities of the Physical Security Business sold to Buyer, including all outstanding shares of Identiv Private Limited, a wholly-owned subsidiary, which is consistent with the terms of the Purchase Agreement.

 

(b)

Represents the estimated sale proceeds, excluding customary adjustments set forth in the Purchase Agreement.

 

(c)

Represents the elimination of intercompany investment.

 

(d)

Represents the elimination of the revenues and expenses of the Physical Security Business, including corporate support resources assigned to the Physical Security Business, for the period presented, which is consistent with the terms of the Purchase Agreement.

3. Management Adjustments

The Company has elected to present management adjustments to the pro forma information, below. The Company anticipates a reduction in certain general and administrative expenses related to audit and other professional fees associated with transitioning to a non-accelerated filer from an accelerated filer, as well as one-time strategic review-related costs. Management believes the presentation of these adjustments is necessary to enhance an understanding of the pro forma effects of the transaction. The pro forma financial information below reflects all adjustments that are, in the opinion of management, necessary to provide a fair statement of the pro forma financial information, aligned with the assessment described above.

The table below includes the estimated management adjustments (in thousands):

 

		Six Months Ended				Year Ended
		June 30, 2024				December 31, 2023
Pro forma general and administrative expense		$	8,020			$	7,908
Management adjustments
Accelerated filer / non-accelerated filer related costs			(180	)			(533	)
One-time strategic review related costs			(2,569	)			(435	)
Total management adjustments			(2,749	)			(968	)
Pro forma estimated general and administrative expense after management adjustments		$	5,271			$	6,940

The reductions in expenses have been estimated based on assumptions that the Company’s management believes are reasonable. However, actual expense reductions could differ materially from these estimates and would depend on several factors, including the results of contractual negotiations with third parties, timing of provision of various services and other factors. The Company may also decide to increase or reduce resources or invest more heavily in certain areas in the future, which may result in further differences between management’s estimates and actual cost savings in the future.

These management adjustments include forward-looking information within the meaning of the safe harbor protections of the Private Securities Litigation Reform Act.

 

5

Document and Entity Information	Sep. 06, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001036044
Document Type	8-K
Document Period End Date	Sep. 06, 2024
Entity Registrant Name	IDENTIV, INC.
Entity Incorporation State Country Code	DE
Entity File Number	000-29440
Entity Tax Identification Number	77-0444317
Entity Address, Address Line One	2201 Walnut Avenue
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
City Area Code	(949)
Local Phone Number	250-8888
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	INVE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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