INVE Technologies sells IoT unit for $50M stake
Rhea-AI Filing Summary
INVE Technologies, Inc. (formerly Identiv, Inc., INVE) completed the sale of its specialty Internet of Things business to Trackonomy Systems, Inc., transferring substantially all IoT operating assets, the Identiv (Thailand) subsidiary and $25 million in cash in exchange for $50 million of Trackonomy Series C preferred stock and the buyer’s assumption of certain liabilities. The company changed its corporate name to INVE Technologies, Inc. effective September 15, 2026, while its shares continue to trade under the ticker INVE, and it plans to refocus on building a physical AI-focused compliance SaaS business supported by an expected strategic partnership with Trackonomy.
Stockholders approved the stock and asset sale, executive compensation related to the transaction, the election of the company’s director slate, the potential issuance of more than 19.99% of common stock upon conversion of Series B preferred stock for Nasdaq rule purposes, a non-binding say-on-pay proposal, and the ratification of BPM LLP as auditor. Pro forma financial information shows, after removing the IoT business, no remaining revenue and continued net losses, while recognizing the new $50 million preferred equity investment and significant cash balances. The company also announced leadership changes, with James Greenwell becoming Interim CEO on September 21, 2026 and Kirsten Newquist resigning as CEO and from the Board by September 30, 2026.
Positive
- $50 million of Trackonomy Series C preferred stock received, adding a sizable investment asset to INVE Technologies’ balance sheet.
- Pro forma balance sheets show substantial cash and cash equivalents of $89.5 million at June 30, 2026 and $98.7 million at December 31, 2025 after the Asset Sale.
- Stockholders approved the issuance of more than 19.99% of common stock upon Series B preferred conversion, preserving flexibility to comply with Nasdaq Listing Rules 5635(b) and (d).
Negative
- Pro forma statements show the remaining company with no revenue after removing the IoT business for both the six months ended June 30, 2026 and the year ended December 31, 2025.
- Pro forma net losses remain material at $3.7 million for the six months ended June 30, 2026 and $6.6 million for the year ended December 31, 2025.
Filing Explained
The completed sale leaves a post-closing adjustment unresolved.
The
These statements are unaudited and informational, and the filing says they are not necessarily indicative of actual future financial position or results.
The named checkpoint is the 90-day post-closing adjustment, with customary dispute procedures if the parties do not agree.
8-K Event Classification
Key Figures
Key Terms
Series C Preferred Stock financial
Physical AI technical
unaudited pro forma condensed consolidated financial statements financial
Nasdaq Listing Rules 5635(b) and (d) regulatory
Stock and Asset Purchase Agreement financial
non-binding advisory basis regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What business did INVE (INVE Technologies, Inc.) sell to Trackonomy?
What did INVE receive from Trackonomy in the IoT asset sale?
How did the asset sale affect INVE’s pro forma cash and balance sheet?
What do the pro forma financials show for INVE after the IoT Asset Sale?
What strategic direction did INVE outline following the transaction?
What leadership changes did INVE announce in this 8-K?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(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 |
Name of each exchange | ||
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 2.01 | Completion of Acquisition or Disposition of Assets. |
On September 15, 2026, Identiv, Inc. (the “Company”) completed the sale of its specialty Internet of Things business (the “Business”) 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, to Trackonomy Systems, Inc., a Delaware corporation (“Buyer”), and Buyer assumed certain liabilities related to the Business (collectively, the “ Stock and Asset Sale”) pursuant to that certain Stock and Asset Purchase Agreement, dated as of June 24, 2026 (“Purchase Agreement”), by and between the Company and Buyer.
As consideration for the Stock and Asset Sale, the Company received $50 million of shares of Series C Preferred Stock of Buyer, at a value of $20.07 per share, as of September 15, 2026 (the “Closing”), subject to customary adjustments pursuant to the Purchase Agreement, which will be made 90 days after the Closing, subject to customary dispute procedures.
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 June 24, 2026 and is incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 15, 2026 the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name from Identiv, Inc. to INVE Technologies, Inc., effective September 15, 2026 (the “Name Change”). The Name Change was approved by the Company’s Board of Directors (the “Board”) on September 11, 2026, subject to the closing of the Asset Sale. Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change and it does not affect the rights of the Company’s stockholders. The Company also amended its Amended and Restated Bylaws effective September 15, 2026 to reflect the Name Change (the “Bylaws”).
Copies of the Certificate of Amendment and Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 10, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”). The final results for each of the matters submitted to the stockholders at the 2026 Annual Meeting are as follows:
1. The Stock and Asset Sale was approved. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 17,581,408 | 5,539,132 | 880,225 | 3,255,471 |
2. The compensation that may be paid or payable to the Company’s named executive officers that is based on or otherwise relates to the Stock and Asset Sale was approved. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,025,047 | 5,772,838 | 23,257 | 3,255,471 |
3. The following director nominees were elected to each serve for a one-year term expiring at the 2027 annual meeting, to hold office until their respective successors have been elected and qualified, or upon their earlier death, resignation or removal. The votes were as follows:
| For | Withheld | Broker Non-Votes | ||||||||||
| Laura Angelini |
10,317,467 | 6,503,675 | 3,255,471 | |||||||||
| Richard E. Kuntz, M.D. |
10,806,634 | 6,014,508 | 3,255,471 | |||||||||
| Miguel A. Lopez |
11,563,119 | 5,258,023 | 3,255,471 | |||||||||
| Kirsten F. Newquist |
12,509,293 | 4,311,849 | 3,255,471 | |||||||||
| James E. Ousley |
10,581,084 | 6,240,058 | 3,255,471 | |||||||||
4. The issuance of more than 19.99% of Identiv common stock upon the conversion of the Company’s Series B Preferred Stock for purposes of complying with Nasdaq Listing Rules 5635(b) and (d) was approved. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,642,506 | 6,156,547 | 22,089 | 3,255,471 |
5. The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,087,173 | 6,731,294 | 2,675 | 3,255,471 |
6. The appointment of BPM LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 was ratified. The votes were as follows:
| For | Against | Abstain | ||
| 18,425,505 | 1,546,165 | 104,943 |
7. The adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the Stock and Asset Sale; however, as there were sufficient votes to approve the Stock and Asset Sale at the time of the Annual Meeting, adjournment of the Annual Meeting was not necessary. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 14,511,782 | 5,531,059 | 33,772 | 3,255,471 |
| Item 7.01 | Regulation FD Disclosure. |
On September 15, 2026, the Company issued a press release announcing the Closing and the Name Change. The press release also announced the appointment of James Greenwell as Interim Chief Executive Officer, effective September 21, 2026. In connection with Mr. Greenwell’s appointment, as previously announced, Kirsten Newquist will resign as Chief Executive Officer effective September 21, 2026, and will resign from the Board of Directors effective September 30, 2026. Ms. Newquist will remain employed by the Company through September 30, 2026. The Company will file a separate Current Report on Form 8-K providing the information required by Items 5.02(b), (c) and (d). A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information contained in Item 7.01 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Current Report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The Company’s unaudited pro forma condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, and pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 and notes thereto are filed as Exhibit 99.2 hereto and incorporated by reference herein.
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to Restated Certificate of Incorporation of INVE Technologies, Inc. | |
| 3.2 | Amended and Restated Bylaws of INVE Technologies, Inc., as amended September 15, 2026. | |
| 99.1 | Press release dated September 15, 2026. | |
| 99.2 | Unaudited Pro Forma Condensed Consolidated Financial Information. | |
| 104 | Cover page Interactive data file (embedded within the inline XBRL document). | |
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.
| INVE Technologies, Inc. | ||||||
| September 16, 2026 | By: | /s/ Edward Kirnbauer | ||||
| Edward Kirnbauer | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Identiv Completes Sale of IoT Assets and Renames Company INVE Technologies, Inc.
Identiv, Inc. Changes its Name to INVE Technologies, Inc.
Go-Forward Strategy to Focus on Building a Physical AI SaaS Business Supported by Expected Strategic Partnership with Trackonomy
Appoints James Greenwell as Interim CEO Effective September 21, 2026
Santa Ana, Calif. — September 15, 2026 — Identiv, Inc. (NASDAQ: INVE) today announced the closing of its previously announced IoT asset sale transaction with Trackonomy Systems, Inc., a pioneer in battery-powered smart labels and a global leader in Physical AI.
Under the terms of the agreement, the legacy Identiv brand name and IoT business assets were sold to Trackonomy. Subsequent to the closing, Identiv, Inc. changed its corporate name to INVE Technologies, Inc.
The Company’s shares continue to trade on the Nasdaq stock exchange under the ticker symbol “INVE”. Going forward, INVE Technologies intends to focus on building a physical AI SaaS business synergistic with Trackonomy’s platform, driven by strategic acquisitions of compliance SaaS companies.
Upon closing, INVE Technologies received $50 million in Trackonomy preferred equity, subject to post-closing adjustment. The two companies continue to work towards an expected definitive strategic partnership to collaborate on software opportunities that leverage Trackonomy’s physical AI platform.
“Bringing this transformational transaction to a successful close marks an important strategic milestone for our company,” said James Ousley, Chairman of the Board. “By transitioning to INVE Technologies, securing Trackonomy preferred equity, and pivoting our business strategy around physical AI, we believe we are creating a clear, scalable growth path going forward. We remain disciplined in our capital allocation strategy and are committed to returning capital and driving long-term value for our stockholders.”
CEO Kirsten Newquist added, “Today marks the beginning of an exciting new chapter in our company’s history. Moving forward as INVE Technologies, our goal is to build a leading physical AI solutions business through targeted SaaS acquisitions, enhanced by the addition of physical AI data through our expected strategic partnership with Trackonomy.”
To lead the company through this strategic pivot into physical AI compliance SaaS, INVE Technologies announced the appointment of James Greenwell as Interim Chief Executive Officer, effective September 21, 2026. Mr. Greenwell brings over 30 years of executive experience leading high-visibility transformations, M&A roll up strategies and execution, and SaaS commercialization across RFID, IoT, and regulated supply chain markets. He previously held executive leadership roles at Spotlite360, Datria Systems, MusclePharm, and DecisionOne.
“We are excited to welcome James to the new INVE Technologies,” added Mr. Ousley. “His proven track record and strong operational background will be an asset in supporting INVE Technologies through this transition as we begin executing our physical AI strategy and evaluate acquisition opportunities.”
As previously disclosed, Kirsten Newquist will resign as CEO. Her resignation will be effective on September 21, 2026. She will remain an employee through the end of September 2026 and will resign from the INVE Technologies Board effective September 30, 2026.
“On behalf of the Board, we would like to thank Kirsten for dedicated leadership and contributions to Identiv, including bringing this transaction to a successful close,” said Mr. Ousley. “We wish her all the best in her next chapter.”
Raymond James & Associates, Inc. served as financial advisor and Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to Identiv.
Note Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 our belief that we are creating a clear, scalable growth path; our beliefs regarding return of capital and creation of stockholder value; our strategy, opportunities, focus and goals; the expected benefits of the transaction; the potential benefits of our ownership of Trackonomy’s preferred stock, if any; the anticipated strategic partnership with Trackonomy, including the parties’ ability to enter into a definitive agreement with respect thereto, the terms thereof, and the expected benefits; our beliefs regarding our post-closing go-forward business model, acquisition strategy and ability to identify, complete and integrate acquisitions, on a timely basis or at all; our beliefs regarding our interim leadership; and the timing, amount and execution of any stock repurchases, dividends and/or return of capital, 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 parties’ ability to negotiate and enter into a definitive agreement contemplated by the strategic partnership framework agreement and the terms thereof; our ability to achieve the intended benefits of the definitive strategic partnership agreement once executed; risks related to the value that may be realized from Identiv’s equity interest in Trackonomy, if any; the final amount of Trackonomy preferred stock following post-closing adjustments; Trackonomy’s ability to integrate the acquired assets and realize anticipated synergies, cost efficiencies and other expected benefits; our ability to identify, complete and integrate acquisition opportunities, including delays, or at all; litigation relating to the transaction and the effects of any outcome related thereto; costs, fees or expenses resulting from the transaction; changes to the amount of cash transferred by us pursuant to the transaction agreement; the ability of the expected strategic partnership, related software opportunities or future value-creating opportunities to achieve anticipated benefits; our ability to execute our post-closing go-forward business strategy and the success thereof; risks related to the growth of the markets we intend to enter; our ability to remain listed on Nasdaq; risks related to or changes in the timing, amount and execution of any return of capital; and the other factors discussed in our periodic reports, including our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, Quarterly Report on Form 10-Q for the Quarter ended June 30, 2026, and subsequent reports filed with the SEC. All forward-looking statements are based on information available to us as of the date hereof and we undertake 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
Exhibit 99.2
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 IoT Business (as defined below). On June 24, 2026, the Company entered into a Stock and Asset Purchase Agreement (the “Agreement”) with Trackonomy Systems, Inc., a Delaware corporation (“Buyer”). Upon the terms and subject to the conditions set forth in the Agreement, at the closing of the transaction contemplated thereby, the Company sold its specialty Internet of Things business (the “IoT 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 the Company, and $25.0 million in cash, subject to adjustments, in exchange for $50.0 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 IoT Business (collectively, the “Asset Sale”). The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 have been prepared with the assumption that the Asset Sale occurred as of January 1, 2024. The unaudited pro forma condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 have been prepared with the assumption that the Asset Sale was completed as of the balance sheet date.
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 operations that would have been realized had the Asset Sale occurred as of the dates indicated, nor are they 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, and (2) factually supportable. Accordingly, the accompanying unaudited pro forma condensed consolidated statements of operations do not include gain or loss 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, 2026 and (ii) audited consolidated financial statements of the Company as of and for the year ended December 31, 2025, which are incorporated by reference into this Current Report on Form 8-K.
1
Unaudited Pro Forma Condensed Consolidated Balance Sheet
Giving Effect to the Asset Sale
As of June 30, 2026
(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 |
$ | 119,407 | $ | (25,000 | ) | $ | (4,900 | ) (e) | $ | 89,507 | ||||||
| Restricted cash |
300 | — | — | 300 | ||||||||||||
| Accounts receivable, net |
2,428 | (2,428 | ) | — | — | |||||||||||
| Inventories |
8,501 | (8,501 | ) | — | — | |||||||||||
| Prepaid expenses and other current assets |
1,661 | (900 | ) | — | 761 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total current assets |
132,297 | (36,829 | ) | (4,900 | ) | 90,568 | ||||||||||
| Property and equipment, net |
7,364 | (7,327 | ) | — | 37 | |||||||||||
| Operating lease right-of-use assets |
696 | (696 | ) | — | — | |||||||||||
| Other assets |
325 | (125 | ) | — | 200 | |||||||||||
| Investment in Series C preferred shares |
— | — | 50,000 | (b) | 50,000 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | 140,682 | $ | (44,977 | ) | $ | 45,100 | $ | 140,805 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||||||||||
| Current liabilities: |
||||||||||||||||
| Accounts payable |
$ | 2,502 | $ | (1,533 | ) | $ | — | $ | 969 | |||||||
| Operating lease liabilities |
331 | (331 | ) | — | — | |||||||||||
| Accrued compensation and related benefits |
988 | (142 | ) | — | 846 | |||||||||||
| Accrued income taxes payable |
286 | — | — | 286 | ||||||||||||
| Other accrued expenses and liabilities |
2,395 | (344 | ) | 4,900 | (e) | 6,951 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total current liabilities |
6,502 | (2,350 | ) | 4,900 | 9,052 | |||||||||||
| Long-term operating lease liabilities |
375 | (375 | ) | — | — | |||||||||||
| Other long-term liabilities |
723 | — | — | 723 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
7,600 | (2,725 | ) | 4,900 | 9,775 | |||||||||||
|
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|
|
|
|
|
|
|
|||||||||
| Stockholders’ equity: |
||||||||||||||||
| Series B preferred stock |
5 | — | — | 5 | ||||||||||||
| Common stock |
27 | — | — | 27 | ||||||||||||
| Additional paid-in capital |
514,028 | — | — | 514,028 | ||||||||||||
| Treasury stock |
(17,362 | ) | — | — | (17,362 | ) | ||||||||||
| Accumulated deficit |
(366,154 | ) | — | (2,052 | ) | (368,206 | ) | |||||||||
| Accumulated other comprehensive income |
2,538 | — | — | 2,538 | ||||||||||||
| Net Parent investment |
— | (42,252 | ) | 42,252 | (c) | — | ||||||||||
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|
|||||||||
| Total stockholders’ equity |
133,082 | (42,252 | ) | 40,200 | 131,030 | |||||||||||
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|
|
|
|
|
|
|||||||||
| Total liabilities and stockholders’ equity |
$ | 140,682 | $ | (44,977 | ) | $ | 45,100 | $ | 140,805 | |||||||
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|
|
|
|
|
|
|
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2
Unaudited Pro Forma Condensed Consolidated Balance Sheet
Giving Effect to the Asset Sale
As of December 31, 2025
(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 |
$ | 128,609 | $ | (25,000 | ) | $ | (4,900 | )(e) | $ | 98,709 | ||||||
| Restricted cash |
300 | — | — | 300 | ||||||||||||
| Accounts receivable, net |
4,070 | (4,070 | ) | — | — | |||||||||||
| Inventories |
7,419 | (7,419 | ) | — | — | |||||||||||
| Prepaid expenses and other current assets |
2,267 | (1,362 | ) | — | 905 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total current assets |
142,665 | (37,851 | ) | (4,900 | ) | 99,914 | ||||||||||
| Property and equipment, net |
7,316 | (7,288 | ) | — | 28 | |||||||||||
| Operating lease right-of-use assets |
841 | (841 | ) | — | — | |||||||||||
| Other assets |
515 | (315 | ) | — | 200 | |||||||||||
| Investment in Series C preferred shares |
— | — | 50,000 | (b) | 50,000 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | 151,337 | $ | (46,295 | ) | $ | 45,100 | $ | 150,142 | |||||||
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|
|
|
|
|
|
|
|
|||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||||||||||
| Current liabilities: |
||||||||||||||||
| Accounts payable |
$ | 3,619 | $ | (3,363 | ) | $ | — | $ | 256 | |||||||
| Operating lease liabilities |
331 | (331 | ) | — | — | |||||||||||
| Deferred revenue |
2,760 | (2,760 | ) | — | — | |||||||||||
| Accrued compensation and related benefits |
776 | (86 | ) | — | 690 | |||||||||||
| Accrued income taxes payable |
288 | — | — | 288 | ||||||||||||
| Other accrued expenses and liabilities |
1,619 | (676 | ) | 4,900 | (e) | 5,843 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total current liabilities |
9,393 | (7,216 | ) | 4,900 | 7,077 | |||||||||||
| Long-term operating lease liabilities |
525 | (525 | ) | — | — | |||||||||||
| Other long-term liabilities |
718 | — | — | 718 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
10,636 | (7,741 | ) | 4,900 | 7,795 | |||||||||||
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|
|
|
|
|
|
|
|||||||||
| Stockholders’ equity: |
||||||||||||||||
| Series B preferred stock |
5 | — | — | 5 | ||||||||||||
| Common stock |
26 | — | — | 26 | ||||||||||||
| Additional paid-in capital |
512,684 | — | — | 512,684 | ||||||||||||
| Treasury stock |
(16,921 | ) | — | — | (16,921 | ) | ||||||||||
| Accumulated deficit |
(358,053 | ) | — | 1,646 | (356,407 | ) | ||||||||||
| Accumulated other comprehensive income |
2,960 | — | — | 2,960 | ||||||||||||
| Net Parent investment |
— | (38,554 | ) | 38,554 | (c) | — | ||||||||||
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|
|
|
|||||||||
| Total stockholders’ equity |
140,701 | (38,554 | ) | 40,200 | 142,347 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities and stockholders’ equity |
$ | 151,337 | $ | (46,295 | ) | $ | 45,100 | $ | 150,142 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
3
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Giving Effect to the Asset Sale
For the Six Months Ended June 30, 2026
(In thousands)
| Consolidated | Pro Forma Adjustments for Asset Sale(d) |
Pro Forma | ||||||||||
| Net revenue |
$ | 13,094 | $ | (13,094 | ) | $ | — | |||||
| Cost of revenue |
10,887 | (10,887 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Gross profit |
2,207 | (2,207 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Operating expenses: |
||||||||||||
| Research and development |
1,951 | (1,951 | ) | — | ||||||||
| Selling and marketing |
2,639 | (1,587 | ) | 1,052 | ||||||||
| General and administrative |
7,251 | (2,160 | ) | 5,091 | ||||||||
| Restructuring and severance |
81 | (81 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total operating expenses |
11,922 | (5,779 | ) | 6,143 | ||||||||
|
|
|
|
|
|
|
|||||||
| Loss from operations |
(9,715 | ) | 3,572 | (6,143 | ) | |||||||
| Non-operating income (expense): |
||||||||||||
| Interest income, net |
2,042 | — | 2,042 | |||||||||
| Foreign currency gains (losses), net |
(411 | ) | 828 | 417 | ||||||||
|
|
|
|
|
|
|
|||||||
| Loss from operations before income tax provision |
(8,084 | ) | 4,400 | (3,684 | ) | |||||||
| Income tax provision |
(17 | ) | — | (17 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net loss |
$ | (8,101 | ) | 4,400 | $ | (3,701 | ) | |||||
|
|
|
|
|
|
|
|||||||
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
4
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Giving Effect to the Asset Sale
For the Year Ended December 31, 2025
(In thousands)
| Consolidated | Pro Forma Adjustments for Asset Sale(d) |
Pro Forma | ||||||||||
| Net revenue |
$ | 21,484 | $ | (21,484 | ) | $ | — | |||||
| Cost of revenue |
20,177 | (20,177 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Gross profit |
1,307 | (1,307 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Operating expenses: |
||||||||||||
| Research and development |
3,278 | (3,278 | ) | — | ||||||||
| Selling and marketing |
5,583 | (3,791 | ) | 1,792 | ||||||||
| General and administrative |
13,068 | (4,819 | ) | 8,249 | ||||||||
| Restructuring and severance |
1,524 | (1,513 | ) | 11 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total operating expenses |
23,453 | (13,401 | ) | 10,052 | ||||||||
|
|
|
|
|
|
|
|||||||
| Loss from operations |
(22,146 | ) | 12,094 | (10,052 | ) | |||||||
| Non-operating income (expense): |
||||||||||||
| Interest income, net |
5,023 | (2 | ) | 5,021 | ||||||||
| Foreign currency gains (losses), net |
(1,148 | ) | (639 | ) | (1,787 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Loss from operations before income tax benefit |
(18,271 | ) | 11,453 | (6,818 | ) | |||||||
| Income tax benefit |
268 | — | 268 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net loss |
$ | (18,003 | ) | 11,453 | $ | (6,550 | ) | |||||
|
|
|
|
|
|
|
|||||||
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
5
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, and (ii) factually supportable. Accordingly, the pro forma condensed consolidated statements of operations do not reflect an estimated gain or loss on the sale of the IoT 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 IoT Business sold to Buyer, including all outstanding shares of Identiv (Thailand) Company Limited, a wholly-owned subsidiary, which is consistent with the terms of the Agreement. |
| (b) | Represents the estimated consideration, excluding customary adjustments set forth in the Agreement. |
| (c) | Represents the elimination of intercompany investment. |
| (d) | Represents the elimination of the revenues and expenses of the IoT Business for the period presented, which is consistent with the terms of the Agreement. |
| (e) | Represents estimated transaction closing related costs, such as investment banking, legal and other professional services costs. |
6