Identiv (NASDAQ: INVE) sells IoT assets, plans SaaS pivot and $40M buyback
Rhea-AI Filing Summary
Identiv, Inc. agreed to sell its specialty Internet of Things business to Trackonomy Systems, Inc., including substantially all IoT operating assets, its Thai subsidiary and a $25 million cash contribution, in exchange for $50 million of Trackonomy Series C preferred stock valued at $20.07 per share and assumption of certain liabilities. The deal requires approval from both companies’ stockholders and is expected to close in Q3 or early Q4 2026. Identiv plans to remain Nasdaq‑listed, change its corporate name after closing, and pivot to a SaaS‑ and physical AI‑focused strategy centered on acquiring compliance SaaS businesses in highly regulated industries. A Voting and Support Agreement with funds affiliated with Bleichroeder covers 2,884,495 common shares and 5,000,000 Series B preferred shares, representing about 12% of common and all Series B. The Board also expanded the stock repurchase program to $40 million, with an intention to repurchase shares after the transaction closes.
Positive
- Transformative asset sale for equity stake: Identiv will sell its IoT operating assets and contribute $25 million in cash to Trackonomy in exchange for $50 million of Series C preferred stock, potentially giving stockholders upside exposure to a larger physical AI and supply‑chain platform.
- Clear post‑closing SaaS and physical AI strategy: The company outlines a focused plan to acquire compliance SaaS businesses in highly regulated industries and integrate them into Trackonomy’s physical AI platform, aiming to drive revenue growth and long‑term stockholder value.
- Expanded $40 million share repurchase capacity: The Board increased the stock repurchase program to $40 million and indicates an intention to buy back shares after the transaction closes, highlighting an emphasis on returning capital to stockholders.
- Meaningful stockholder support locked in: Funds affiliated with Bleichroeder agreed to vote 2,884,495 common shares and 5,000,000 Series B preferred shares, representing about 12% of common and 100% of Series B, in favor of the transaction, reducing approval risk.
Negative
- Loss of direct control over core IoT operations: By selling substantially all IoT operating assets, including its Thailand manufacturing site and German R&D center, Identiv shifts from an operating business to holding a minority preferred equity stake and a new, unproven SaaS‑focused model.
- Deal completion and litigation risks: Closing depends on multiple customary conditions, including stockholder approvals, and the company highlights potential litigation and other events that could delay or prevent completion of the transaction.
- Uncertain realization of strategic partnership benefits: The strategic partnership with Trackonomy is framed through a framework agreement, and future definitive terms, synergies, and value creation from software acquisitions and integration are not assured.
Insights
Identiv is executing a transformative asset sale and strategic pivot funded with a sizable buyback.
Identiv is divesting its IoT operating assets and contributing $25 million in cash to Trackonomy for $50 million of Series C preferred stock at $20.07/share. This shifts value from a wholly owned operating unit into a minority stake in a private “physical AI” platform player.
The company plans to become a SaaS‑ and physical AI‑focused acquirer of compliance software, leveraging Trackonomy’s data platform via a strategic partnership framework. Execution will depend on closing conditions, integration by Trackonomy, and Identiv’s ability to source and integrate SaaS targets at attractive valuations.
The Board also increased the stock repurchase authorization to $40 million, signaling a focus on capital returns alongside the new strategy. Actual impact for shareholders will hinge on final deal closing in Q3 or early Q4 2026, subsequent partnership agreements, and the pace of SaaS acquisitions.
8-K Event Classification
Key Figures
Key Terms
Stock and Asset Purchase Agreement financial
Series C Preferred Stock financial
Voting and Support Agreement financial
Governance Letter Agreement financial
appraisal rights financial
Section 203 of the Delaware General Corporation Law financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Stock and Asset Purchase Agreement
On 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”).
The 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.
The 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.
Identiv 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.
The 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
Fee, 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.
The 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.
The 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.
The 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.
Voting and Support Agreement
Concurrently 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.
The 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.
Ancillary Agreements
At 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.
Governance Letter Agreement
Concurrently 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.
The 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.
The 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.
| Item 7.01 | Regulation FD Disclosure. |
Following the Closing, Identiv expects to remain publicly listed on Nasdaq under the same ticker symbol. However, because the Identiv name will be included in the sale of the Business, Identiv expects to change its corporate name after the Closing. Additionally, following the Closing, Identiv expects to transition to a SaaS- and physical AI-focused company and to pursue a strategy focused on acquiring compliance SaaS businesses in highly regulated industries.
On June 24, 2026, Identiv issued a press release announcing entry into the Purchase Agreement and its post-Closing business strategy, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.3. On June 24, 2026, Identiv intends to hold a conference call to discuss the transactions contemplated by the Purchase Agreement. A copy of the investor presentation to be used in connection with such conference call is furnished with this Current Report on Form 8-K as Exhibit 99.4.
The information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.3 and 99.4, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
On November 7, 2024, the Board authorized a stock repurchase program (the “Stock Repurchase Program”), pursuant to which the Company may purchase up to $10,000,000 of its Common Stock.
On June 24, 2026, the Board authorized an increase to the Company’s existing Stock Repurchase Program, pursuant to which the Company may now purchase up to $40,000,000 of Common Stock. This amount is in addition to the $1,878,855 that was previously repurchased under the Stock Repurchase Program. The Company intends to repurchase shares of Common Stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means.
The timing and amount of shares repurchased, if any, will depend on a number of factors, including stock price, trading volume, general market and business conditions, liquidity and capital needs, and other factors. The Stock Repurchase Program does not obligate the Company to repurchase any specific dollar amount or acquire any specific number of shares of Common Stock. The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice.
* * *
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto contain 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 of Identiv 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 Identiv’s strategy, opportunities, focus and goals; the expected benefits of the transaction; the terms and conditions related to the transaction, including required stockholder approvals; the expected timing and completion of the transaction; the final amount of Identiv’s expected cash contribution; the anticipated strategic partnership between Identiv and Buyer, including the parties’ ability to enter into a definitive agreement with respect thereto, the terms thereof, and the expected benefits; Identiv’s beliefs regarding its post-closing go-forward business model and acquisition strategy; Identiv’s intent to remain listed on Nasdaq; Identiv’s intent to change its corporate name following the closing of the transaction; and the timing, amount and execution of any stock repurchases, is a forward-looking statement. Forward-looking statements are subject to a number of risks and uncertainties, many of which are outside Identiv’s control, which could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approval of Identiv’s and Buyer’s stockholders are not obtained; the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; potential litigation relating to the transaction and the effects of any outcome related thereto; the ability of each party to consummate the transaction on a timely basis, or at all; the failure of the transaction to close for any reason, or in the timeframe currently anticipated; risks that the transaction disrupts current business, plans and operations of Identiv or its business prospects; competitive responses to the transaction; costs, fees or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; Identiv’s ability to continue the momentum in its business until closing; changes to the amount of cash transferred by Identiv pursuant to the Purchase Agreement; the parties’ ability to negotiate and enter into a definitive agreement contemplated by the strategic partnership framework agreement and the terms thereof; the ability of the expected strategic partnership, related software opportunities or future value-creating opportunities to achieve anticipated benefits; Identiv’s ability to execute its post-closing go-forward business strategy and the success thereof; risks related to the growth of the markets Identiv intends to enter; Identiv’s ability to remain listed on Nasdaq; risks related to the timing, amount and execution of any stock repurchases; diversion of management’s attention from Identiv’s business; the ability of Identiv to retain key personnel; Identiv’s ability to satisfy customer demand and expectations; the loss of customers, suppliers or partners; and the other factors discussed in its periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2025, as amended, and subsequent reports filed with the SEC. All forward-looking statements are based on information available to Identiv as of the date of this Current Report on Form 8-K and Identiv undertakes 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.
Additional Information and Where to Find It
Identiv intends to file with the SEC a proxy statement on Schedule 14A with respect to its solicitation of proxies for approval of the transaction (the “Proxy Statement”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY IDENTIV AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Identiv free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Identiv are also available free of charge in the “Investors—SEC Filings” section of Identiv’s website at ir.identiv.com/sec-filings.
Participants in the Solicitation
Identiv, its directors, director nominees, and its executive officers are or may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from stockholders of Identiv in connection with the transactions contemplated by the Purchase Agreement.
Information about Identiv’s directors and executive officers, including compensation, is set forth in Amendment No. 1 to Identiv’s Annual Report on Form 10-K/A for the year ended December 31, 2025, filed with the SEC on April 29, 2026 (the “Amended Annual Report”), under Part III, Item 10. “Directors, Executive Officers and Corporate Governance” and Part III, Item 11. “Executive Compensation.”
Information about the ownership of common stock by Identiv’s directors and executive officers is set forth in the Amended Annual Report under Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes to the holdings by the directors and executive officers of Identiv securities reported in the Amended Annual Report have and will be reflected in Forms 3, 4 or 5 to be filed with the SEC, including the Form 4 filed on June 2, 2026, as well as the section entitled “Security Ownership of Certain Beneficial Owners and Management” of Identiv’s definitive Proxy Statement, and other materials to be filed with the SEC. All these documents are or will be available free of charge at the SEC’s website at www.sec.gov and in the “Investors—SEC Filings” section of Identiv’s website at ir.identiv.com/sec-filings.
In addition, each of Bleichroeder LP and Bleichroeder Holdings LLC (together, “Bleichroeder”) is or may be deemed to be a “participant” in the solicitation of proxies from stockholders of Identiv in connection with the transactions contemplated by the Purchase Agreement. Information about the ownership of securities of Bleichroeder is set forth under Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Amended Annual Report and Amendment No. 4 to the Schedule 13D/A filed on March 21, 2025. Any further changes will be reflected in the section entitled “Security Ownership of Certain Beneficial Owners and Management” of Identiv’s definitive Proxy Statement, and other materials to be filed with the SEC.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 2.1# | Stock and Asset Purchase Agreement dated June 24, 2026 between Identiv, Inc. and Trackonomy Systems, Inc. | |
| 99.1# | Voting and Support Agreement dated June 24, 2026 by and among Identiv, Inc., Trackonomy Systems, Inc. and each of the entities named therein. | |
| 99.2 | Governance Letter Agreement dated June 24, 2026 by and among Identiv, Inc and Bleichroeder LP. | |
| 99.3 | Press Release dated June 24, 2026 issued by Identiv, Inc. | |
| 99.4 | Investor Presentation dated June 24, 2026. | |
| 104 | Cover page Interactive data file (embedded within the inline XBRL document). | |
| # | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. Identiv agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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. | ||||||
| June 24, 2026 | By: | /s/ Kirsten Newquist | ||||
| Kirsten Newquist Chief Executive Officer | ||||||
Exhibit 99.1
VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT, dated as of June 24, 2026 (this “Agreement”), is entered into by and between Trackonomy Systems , Inc., a Delaware corporation (“Buyer”), Identiv, Inc., a Delaware corporation (“Seller”, together with its direct and indirect Subsidiaries, the “Company”), and each of the entities set forth on Schedule A (each such Person, together with any Persons added to Schedule A after the date hereof in accordance with Section 5.1(b), individually a “Stockholder”, collectively the “Stockholders”).
RECITALS
WHEREAS, Buyer and Seller are, concurrently with the execution and delivery of this Agreement, entering into a Stock and Asset Purchase Agreement (as from time to time further amended, modified, supplemented or restated, the “Purchase Agreement”), pursuant to which Buyer has agreed to (i) purchase from the Company the Purchased Equity Interests and the Purchased Assets and (ii) assume the Assumed Liabilities on the terms and subject to the conditions set forth therein (the “Transaction”);
WHEREAS, as of the date hereof, each Stockholder holds and is entitled to vote (or direct the voting of) the number of shares of common stock, par value $0.001 per share, of Seller (“Common Stock”) and Series B non-voting convertible preferred stock (on an as converted basis in accordance with the Certificate of Designation (as defined below)), par value $0.001 per share, of Seller (“Preferred Stock”) set forth opposite its name on Schedule A hereto (such Common Stock and Preferred Stock held by each Stockholder are referred to as such Stockholder’s “Current Shares”, and the Current Shares together with any other shares of Common Stock and Preferred Stock acquired or received by such Stockholder after the date hereof and during the term of this Agreement being collectively referred to herein as such Stockholder’s “Covered Shares”).
WHEREAS, as a condition to Buyer’s willingness to enter into and perform its obligations under the Purchase Agreement, Buyer has required that each Stockholder agree, and each Stockholder is willing to agree, to enter into this Agreement; and
WHEREAS, capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the premises, representations, warranties, covenants and agreements set forth in this Agreement and for other good and valuable consideration given to each party hereto, the receipt of which is hereby acknowledged, the parties agree as follows:
ARTICLE I
VOTING
1.1 Agreement to Vote. Each Stockholder hereby agrees, from and after the date hereof and until the date on which this Agreement is terminated pursuant to Section 6.1 hereof, at any meeting of the stockholders of Seller (the “Stockholders Meeting”), however called, including any adjournment, recess or postponement thereof or, if applicable, by written consent, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto:
(i) appear (in person or by proxy) at each such meeting or otherwise cause all of the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and
(ii) vote (or cause to be voted), in person or by proxy, all of the Covered Shares: (i) in favor of the Transaction, (ii) in favor of the approval of any proposal to adjourn or postpone any Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Purchase Agreement on the date on which such meeting is held; (iii) against any action or agreement that would reasonably be expected to result in a breach of or failure to perform any material covenant, representation or warranty or any other obligation or agreement of the Company or Seller contained in the Purchase Agreement; (iv) against any action, proposal, transaction or agreement that would reasonably be expected to prevent, impede, frustrate, interfere with, postpone, materially delay or adversely affect the consummation of the Transaction or the fulfillment of Buyer’s or Seller’s conditions under the Purchase Agreement and the Transaction Documents, any of the other transactions contemplated by the Purchase Agreement or change in any manner the voting rights of any class of shares of Seller (including any amendments to Seller’s certificate of incorporation or bylaws); and (v) against any Acquisition Proposal;
provided, that, in each case, the Stockholders shall not be required to vote in favor of the Transaction at any Stockholders Meeting if, and only if, the Purchase Agreement has been amended or modified without such Stockholder’s consent in a manner that reduces the consideration payable to Seller or otherwise amends the material terms of the Purchase Agreement in a manner that is materially adverse to the stockholders of Seller (a “Voting Exception”).
1.2 Proxy. Each Stockholder hereby grants to Buyer (and any designee of Buyer) a proxy (and appoints Buyer or any such designee of Buyer as its attorney in fact) to vote the Covered Shares in the manner indicated in Section 1.1 (which proxy and appointment shall be limited solely to the matters set forth in Section 1.1 and shall not be effective with respect to any matter or vote for which a Voting Exception is applicable or any other matter or vote not covered by Section 1.1) (the “Proxy Grant”). This proxy and appointment (i) is irrevocable, (ii) is coupled with an interest and (iii) constitutes, among other things, an inducement for Buyer to enter into the Purchase Agreement. This proxy and appointment shall continue in force until it expires, automatically and without further action by the parties, upon termination of this Agreement. This proxy and appointment will survive the death or other incapacity of each Stockholder. Each Stockholder shall also, at Buyer’s expense, take such further action or execute such other instruments as may be reasonably requested by Buyer to carry out and effectuate the intent of this Voting Agreement and this proxy and appointment.
1.3 Revocation of Prior Proxies. Each Stockholder hereby revokes any and all prior proxies or powers of attorney given by each Stockholder with respect to the voting of the Covered Shares inconsistent with the terms of this Agreement.
2
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
Each Stockholder hereby represents and warrants to Buyer and Seller, severally as to itself only, as follows:
2.1 Power; Due Authorization; Binding Agreement. Each Stockholder has the requisite power, authority and legal capacity to enter into, execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by each Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of each Stockholder, and no other proceedings on the part of each Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Stockholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of each Stockholder, enforceable against each Stockholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.2 Ownership. As of the date hereof, each Stockholder holds of record and/or owns beneficially all of the Current Shares free and clear of all Encumbrances, subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind other than pursuant to applicable securities Legal Requirements, the terms of this Agreement and the Seller’s certificate of incorporation (including the Certificate of Designation) or customary Encumbrances pursuant to the terms of any custody or similar agreement applicable to Covered Shares held in brokerage or margin accounts. As of the date hereof, the Current Shares represent all of the capital stock of Seller owned of record or beneficially by each Stockholder and, other than the Current Shares, each Stockholder does not directly or indirectly hold or exercise control over any options, warrants or other rights or awards to purchase shares of Common Stock or other voting capital stock or securities of Seller or any other securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock or securities of Seller. Each Stockholder has and will have at all times through the Closing sufficient rights and powers over voting and disposition with respect to the matters set forth in Article I, and to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Covered Shares, with no other limitations, qualifications or restrictions on such rights, in each case, subject to applicable securities Legal Requirements, the terms of this Agreement, the Seller’s certificate of incorporation (including the Certificate of Designation) and customary Encumbrances pursuant to the terms of any custody or similar agreement applicable to Covered Shares held in brokerage or margin accounts. The Current Shares are, as of the date hereof, held directly by the Stockholders as indicated on Schedule A.
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2.3 Noncontravention. No authorization, consent, permit, action or approval of, or filing with, or notification to, any Governmental Body is necessary, under applicable Legal Requirement, to be obtained or made by each Stockholder for the consummation by each Stockholder of the transactions contemplated by this Agreement other than (i) any filings required under applicable Legal Requirements (including any filing required under Section 13 or Section 16 under the Exchange Act), or (ii) as would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the performance of each Stockholder of its obligations under this Agreement. The execution and delivery and the performance of the terms by each Stockholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance by each Stockholder with the provisions of this Agreement will not (a) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or to the loss of a benefit under, any Contract to which each Stockholder is a party or is subject, (b) result in the creation of an Encumbrance on any of the Covered Shares, or (c) conflict with or violate any Legal Requirements applicable to each Stockholder, other than, in each of the foregoing clauses, as would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the performance of each Stockholder of its obligations under this Agreement.
2.4 No Inconsistent Agreements. Each Stockholder hereby represents, warrants, covenants and agrees that, except for this Agreement, it (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Covered Shares, (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Covered Shares and (c) has not entered into any agreement or knowingly taken any action (and shall not enter into any agreement or knowingly take any action) that would make any representation or warranty of each Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing each Stockholder from performing any of its obligations under this Agreement.
2.5 Reliance. Each Stockholder understands and acknowledges that Buyer and Seller are entering into the Purchase Agreement in reliance upon each Stockholder’s execution, delivery and performance of this Agreement. This Article II contains the sole representations and warranties of each Stockholder, and no Stockholder has made any other representation or warranty in connection with this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller and each Stockholder as follows:
3.1 Organization; Authorization; Validity of Agreement. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the right and all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The person executing this Agreement on behalf of Buyer has full power and authority to execute and deliver this Agreement on behalf of Buyer and to thereby bind Buyer. This Agreement has been duly and validly executed and
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delivered by Buyer and, assuming due and valid authorization, execution and delivery hereof by each Stockholder, constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
3.2 Noncontravention. No authorization, consent, permit, action or approval of, or filing with, or notification to, any Governmental Body is necessary, under applicable Legal Requirement, for the consummation by Buyer of the transactions contemplated by this Agreement other than (i) any filings required under applicable Legal Requirements or (ii) as would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the performance of Buyer of its obligations under this Agreement. The execution and delivery and the performance of the terms by Buyer of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement will not (a) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or to the loss of a benefit under, any Contract to which Buyer is a party or is subject, (b) conflict with or violate any Legal Requirements applicable to Buyer, other than violations that would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the performance of Buyer of its obligations under this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer and each Stockholder as follows:
4.1 Organization; Authorization; Validity of Agreement. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has the right and all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The person executing this Agreement on behalf of Seller has full power and authority to execute and deliver this Agreement on behalf of Seller and to thereby bind Seller. This Agreement has been duly and validly executed and delivered by Seller and, assuming due and valid authorization, execution and delivery hereof by each Stockholder, constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
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4.2 Noncontravention. No authorization, consent, permit, action or approval of, or filing with, or notification to, any Governmental Body is necessary, under applicable Legal Requirement, for the consummation by Seller of the transactions contemplated by this Agreement other than (i) any filings required under applicable Legal Requirements or (ii) as would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the performance of Seller of its obligations under this Agreement. The execution and delivery and the performance of the terms by Seller of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement will not (a) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or to the loss of a benefit under, any Contract to which Seller is a party or is subject, (b) conflict with or violate any Legal Requirements applicable to Seller, other than violations that would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the performance of Seller of its obligations under this Agreement.
ARTICLE V
OTHER COVENANTS
Each Stockholder hereby covenants to Buyer and Seller, severally as to itself only, as follows:
5.1 Stock Dividends, etc.
(a) In case of a stock dividend or distribution, or any change in shares of Common Stock and/or Preferred Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion or exchange of shares or the like, for all purposes under this Agreement, the term “Covered Shares” shall be deemed to refer to and include the Covered Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Covered Shares may be changed or exchanged or that are received in such transaction, including, for the avoidance of doubt, any shares of Common Stock that each Stockholder receives by converting its shares of Preferred Stock or as a result of the in-kind dividend payment associated with its shares of Preferred Stock, in each case, in accordance with that certain Certificate of Designation of Preferences, Rights and Limitations of Preferred Stock as set forth in Exhibit A of the Restated Certificate of Incorporation of Seller (the “Certificate of Designation”).
(b) Each Stockholder shall, while this Agreement is in effect, (i) notify Buyer promptly in writing by providing an updated version of Schedule A hereto of the number of any additional shares of Common Stock and/or Preferred Stock, any additional options, warrants or rights or other awards to purchase shares of Common Stock or other voting capital stock of Seller and any other securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock or securities of Seller acquired (beneficially or of record) by each Stockholder or any Affiliate thereof, if any, after the date hereof, (ii) be deemed to, as of the date of such acquisition, make the representations in Article II (with references to “as of the date hereof” in the second recital to this Agreement and Section 2.2 hereof being deemed to be replaced with a reference to the date of such acquisition), and (iii) if acquired by an Affiliate, shall promptly cause such Person to execute a joinder to this Agreement and become a “Stockholder”.
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5.2 Transfers. While this Agreement is in effect, each Stockholder shall not directly or indirectly (a) grant any proxies or enter into any voting agreement, voting trust or other agreement or arrangement with respect to the voting of any Covered Shares or (b) other than to or with an Affiliate (provided that any such Affiliate, as a condition to such Transfer, executes and delivers to Buyer and Seller a joinder agreement in form and substance reasonably acceptable to Buyer pursuant to which such Affiliate agrees to be bound by the terms of this Agreement as a “Stockholder” with respect to the transferred Covered Shares), (i) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by merger or otherwise by operation of law, or by tendering into any tender or exchange offer) (collectively, a “Transfer”) or (ii) enter into any Contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Covered Shares or any interest therein. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 5.2 shall be null and void. Each Stockholder shall not seek or solicit any such Transfer or any such contract, option or other arrangement or understanding with respect to any Transfer. For the avoidance of doubt, the fact, in and of itself, that any Covered Shares are held in a margin account or pledged pursuant to the terms thereof shall not be deemed a breach or violation of this Section 5.2.
5.3 Adverse Proceedings. While this Agreement is in effect, each Stockholder shall not: (a) take, agree or commit to take any action that would reasonably be expected to make any representation and warranty of each Stockholder contained in this Agreement inaccurate in any material respect as of any time during the term of this Agreement or (b) fail to take reasonable action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time.
5.4 Waiver of Dissenter and Appraisal Rights and Other Rights.
(a) Each Stockholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenter’s rights and any similar rights relating to the Transaction that each Stockholder may have by virtue of, or with respect to, the Covered Shares.
(b) Each Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any action, suit or proceeding, derivative or otherwise, against Buyer, Seller or any of their respective Subsidiaries or successors: (i) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Purchase Agreement (including any claim seeking to enjoin or delay the Closing); or (ii) to the fullest extent permitted under applicable Legal Requirements, alleging a breach of any duty of the board of directors of Seller or Buyer in connection with the Purchase Agreement, this Agreement, or the transactions contemplated thereby or hereby.
5.5 No Solicitation. Each Stockholder shall not, and shall direct and use reasonable best efforts to cause its Representatives not to, directly or indirectly, take any action that would violate Section 4.5 of the Purchase Agreement if such Stockholder were deemed to be a Representative of Seller for purposes of such Section (it being understood that the Stockholder and its Representatives shall be entitled to take any action that the Company and its Representatives are or would be permitted to take in accordance with such Section). For clarity, if a Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general
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partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Transaction and who do not act at the direction of the Seller, any of its Subsidiaries or any of their respective Representatives. Notwithstanding anything to the contrary herein, nothing in this Section 5.5 shall restrict or limit the rights or obligations of Seller or its Board of Directors under Section 4.5 of the Purchase Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 Termination. This Agreement shall terminate automatically, without any action on the part of any party hereto, upon the earliest to occur of (a) the conclusion of the Stockholders Meeting at which the vote contemplated in Section 1.1 of this Agreement has occurred and the Covered Shares have been voted as specified therein, (b) the date on which the Purchase Agreement is validly terminated, and (c) the date on which the parties agree in writing to terminate this Agreement. The date on which this Agreement so terminates per the preceding sentence is referred to in this Agreement as the “Termination Date”.
6.2 Stop Transfer Instructions. At all times commencing with the execution and delivery of this Agreement and continuing until the Termination Date, in furtherance of this Agreement, each Stockholder hereby authorizes Seller or its counsel to notify Seller’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares (and that this Agreement places limits on the voting and transfer of the Covered Shares), subject to the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated by Seller following the Termination Date.
6.3 Further Assurances. From time to time, at the other party’s reasonable request and without further consideration, each party shall promptly execute, acknowledge and deliver any other assurances or documents or take any other actions reasonably requested by the other party, as the case may be, and necessary for the other party, as the case may be, to satisfy its obligations hereunder and consummate the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby.
6.4 No Ownership Interest. Except for the Proxy Grant, nothing contained in this Agreement shall be deemed to vest in Buyer any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to each Stockholder, and Buyer shall have no authority to exercise any power or authority to direct each Stockholder in the voting of any of the Covered Shares, except as otherwise provided herein.
6.5 Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement will survive the termination of this Agreement pursuant to Section 6.1; provided, however, that notwithstanding the foregoing, the parties hereto acknowledge and agree that Buyer shall be entitled to exercise all rights and remedies with respect to any breach prior to and including the Termination Date of the representations, warranties, covenants and agreements made by each Stockholder.
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6.6 Expenses. Each party shall bear its own respective expenses incurred in connection with the preparation and execution of this Agreement and consummation of the transactions contemplated hereby.
6.7 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in accordance with the following clauses (i) and (ii): (i) when transmitted by email to the parties at the following email addresses (or at such other email address for a party as shall be specified by like notice) and receipt is confirmed before 5:00 p.m. Pacific Time, the day on which such email was transmitted, or if such email is transmitted and receipt is confirmed after 5:00 p.m. Pacific Time, on the following Business Day on which such email was transmitted or (ii) on the day of delivery, if delivered by hand delivery to the parties at the following street addresses (or at such other street address for a party as shall be specified by like notice):
| (a) | To the Stockholders: | |||||
| Bleichroeder LP 1345 Avenue of the Americas, 48th Fl. | ||||||
| New York, NY 10105 | ||||||
| Attention: | Andrew Gundlach | |||||
| Email : | ||||||
| with a copy (which shall not constitute notice) to: | ||||||
| Willkie Farr & Gallagher LLP 1801 Page Mill Road | ||||||
| Palo Alto, CA 94304 | ||||||
| Telephone No.: (650) 887-9315 | ||||||
| Attention: | Michael E. Brandt | |||||
| Email: | MBrandt@willkie.com | |||||
| (b) | To Buyer: | |||||
| Trackonomy Systems, Inc. 214 Devcom Drive, | ||||||
| San Jose, CA 95112 | ||||||
| Attention: | Keith Abrams | |||||
| Email: | ||||||
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| with a copy (which shall not constitute notice) to: | ||||||
| Cooley LLP 110 N. Wacker Drive | ||||||
| Suite 4200 | ||||||
| Chicago, IL 60606 | ||||||
| Telephone No.: (312) 881-6675 | ||||||
| Attention: | Craig Jacoby | |||||
| Neal Aizenstein | ||||||
| E-mail: | cjacoby@cooley.com | |||||
| naizenstein@cooley.com | ||||||
| (c) | To Seller: | |||||
| Identiv, Inc. 1900-B Carnegie Avenue | ||||||
| Santa Ana, CA 92705 | ||||||
| Telephone No.: (657) 356-8384 | ||||||
| Attention: | Chief Executive Officer | |||||
| E-mail: | ||||||
| with a copy (which shall not constitute notice) to: | ||||||
| Pillsbury Winthrop Shaw Pittman LLP 2400 Hanover Street | ||||||
| Palo Alto, California 94304-1113 | ||||||
| Telephone No.: (650) 233-4500 | ||||||
| Attention: | Stanley F. Pierson | |||||
| Gabriella Lombardi | ||||||
| E-mail: | spierson@pillsburylaw.com | |||||
| gabriella.lombardi@pillsburylaw.com | ||||||
6.8 Construction. The parties acknowledge that each Stockholder, Buyer and Seller participated in the drafting of this Agreement and agree that any rule of law or any legal decision that may or would require interpretation of any alleged ambiguities in this Agreement against the party that drafted it has no application and is expressly waived. In the event of a conflict or inconsistency between the terms of this Agreement (including the representations, warranties and covenants provisions hereof) and the terms of any other documents delivered or required to be delivered in connection with the consummation of the transactions contemplated by this Agreement, the parties acknowledge and agree that the terms of this Agreement shall supersede such conflicting or inconsistent terms in such other documents and the terms of this Agreement shall define the rights and obligations of the parties with respect to the subject matter of such conflict or inconsistency.
6.9 Succession and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Legal Requirement or otherwise by either party without the prior written consent of the other party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
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6.10 Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the matters related herein and (b) is not intended to confer upon any Person other than the parties to this Agreement any rights or remedies.
6.11 Specific Performance. The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Section 6.1, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Legal Requirement or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.
6.12 Governing Law; Consent to Jurisdiction; Venue. This Agreement and all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed and construed in accordance with the Legal Requirements of the State of Delaware, without giving effect to conflict-of-laws principles that would result in the application of the Legal Requirements of any other jurisdiction. Each of the parties (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any objection that it may now or hereafter have to the venue of any such Proceeding in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 6.7. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.7 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated hereby.
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6.13 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY CLAIM OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BROUGHT BY OR AGAINST IT THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN THIS AGREEMENT). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6.13.
6.14 Waiver of Rights. No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No party shall be deemed to have waived any claim available to such party arising out of this Agreement, or any power, right, privilege or remedy of such party under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
6.15 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Legal Requirement, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party or such party waives its rights under this Section 6.15 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
6.16 Publicity. Except as otherwise required by applicable Legal Requirement, rule of a national securities exchange or a Governmental Body or to the extent required in connection with any Legal Proceeding to enforce the terms hereof, Buyer will not make any other disclosures regarding any Stockholder in any press release or otherwise without the prior written consent of such Stockholder (not to be unreasonably withheld, conditioned or delayed).
6.17 Amendments. This Agreement may not be amended except by an instrument in writing signed on behalf of Buyer, Seller and each Stockholder.
6.18 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This Agreement shall become effective when counterparts have been executed and delivered by the parties hereto. This Agreement may be executed and delivered by facsimile or electronic mail. Any signatures delivered by means of facsimile or electronic mail shall have the same legal effect as manual signatures.
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6.19 Stockholder Capacity. During the term of this Agreement, no Person executing this Agreement who is or becomes a director or officer of the Company or any other Person shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director or officer. Each Stockholder is entering into this Agreement solely in such Stockholder’s capacity as the record or beneficial owner of Covered Shares. Notwithstanding anything to the contrary contained herein, the representations, warranties and covenants of each Stockholder contained herein are made on a several basis with respect to each Stockholder and not on a joint and several basis.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed by its authorized officer as of the date first above written.
| BUYER | ||
| Trackonomy Systems, Inc. | ||
| By: | /s/ Erik Volkerink | |
| Name: Erik Volkerink | ||
| Title: Chief Executive Officer | ||
[SIGNATURE PAGE TO THE VOTING AND SUPPORT AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed by its authorized officer as of the date first above written.
| SELLER | ||
| Identiv, Inc. | ||
| By: | /s/ Kirsten Newquist | |
| Name: Kirsten Newquist | ||
| Title: Chief Executive Officer | ||
[SIGNATURE PAGE TO THE VOTING AND SUPPORT AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed as of the date first above written.
| STOCKHOLDER: | ||
| 21 APRIL FUND, LTD. | ||
| By: | /s/ Michael M. Kellen | |
| Name: Michael M. Kellen | ||
| Title: Authorized Person / Portfolio Manager | ||
| 21 APRIL FUND, LP | ||
| By: | /s/ Michael M. Kellen | |
| Name: Michael M. Kellen | ||
| Title: Authorized Person / Portfolio Manager | ||
[SIGNATURE PAGE TO THE VOTING AND SUPPORT AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed as of the date first above written.
| STOCKHOLDER: | ||
| BLEICHROEDER LP | ||
| By: | /s/ Andrew Gundlach | |
| Name: Andrew Gundlach | ||
| Title: President and Chief Executive Officer | ||
Exhibit 99.2
IDENTIV, INC.
June 24, 2026
Bleichroeder LP
1345 Avenue of the Americas, 48th Fl.
New York, NY 10105
| Re: | Governance Letter Agreement (this “Agreement”) |
Ladies and Gentlemen:
This Agreement is entered into as of the date first written above by and between Identiv, Inc., a Delaware corporation (the “Company”), and Bleichroeder LP (“Bleichroeder”). This Agreement is being executed and delivered concurrently with the execution of the Voting and Support Agreement, dated as of the date hereof, by and between the Company, Trackonomy Systems, Inc., a Delaware corporation (“Buyer”), and Bleichroeder (the “Voting Agreement”), and the Stock and Asset Purchase Agreement, dated as of the date hereof between the Company and Buyer (the “Purchase Agreement”). Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Purchase Agreement.
In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | Nasdaq. The Company will include as a proposal in its upcoming proxy statement stockholder approval for Bleichroeder to have the ability to convert all of its Series B Preferred Stock (i.e., in excess of 19.9% of the Company’s outstanding stock as of the original investment) and to exceed 19.9% of the Company’s outstanding stock generally (i.e., Nasdaq change of control approval) (the “Stockholder Approval”). The Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use commercially reasonable efforts to obtain the Stockholder Approval and, if the Company does not obtain Stockholder Approval at the first meeting, the Company shall include the proposal for Stockholder Approval in any proxy statement thereafter for a special meeting of stockholders or annual meeting of stockholders, and the provisions of this section shall apply to such proposal, mutatis mutandis. |
| 2. | DGCL 203. The Company acknowledges that Bleichroeder has been the holder of greater than fifteen percent (15%) of the outstanding capital stock of the Company for a period of more than three years for purposes of Section 203 of the Delaware General Corporation Law. As a result, the restrictions on business combinations with interested stockholders set forth in such Section 203 are no longer applicable to Bleichroeder. |
| 3. | Governance Matters. |
| (a) | Bylaws. The Company will not take any action to amend or modify the bylaws of the Company so as to prevent, or impair or delay the ability of, stockholders holding ten percent (10%) or more of the outstanding capital stock of the Company from calling a special meeting of stockholders for a period of three (3) years from the date of this Agreement. |
| (b) | Consultation Right re Shareholder Distributions. Prior to making any dividend or distribution to stockholders, or repurchasing shares from stockholders (by way of tender offer, open market repurchases or otherwise) or otherwise providing liquidity to Company stockholders, the Company shall consult reasonably with Bleichroeder and consider in good faith Bleichroeder’s position with respect thereto. |
| (c) | Board of Directors. Bleichroeder will be entitled to nominate one individual for election to the board of directors of the Company (the “Board”) who is reasonably acceptable to the then-current members of the Board (with Andrew Gundlach deemed to be reasonably acceptable). The Company will continue to be obligated to nominate such designee for election to the Board at its annual meetings for so long as Bleichroeder holds at least twenty percent (20%) of the outstanding Common Stock of the Company (including for this purpose securities convertible into Common Stock without giving effect to any conversion limitations applicable to the Series B Preferred Stock). In the event Bleichroeder’s ownership of Common Stock of the Company increases to forty percent (40%) or more of the outstanding Common Stock, it shall be entitled to nominate a second director for election to the Board (who is reasonably acceptable to the then-current members of the Board) at each annual meeting of stockholders. The Company will nominate such designees in connection with its annual meeting of stockholders and shall use its reasonable best efforts (which shall include the solicitation of proxies and it being understood that such efforts shall not be less than the efforts used by the Company to obtain the election of any other independent director nominee nominated by it to serve as a director) to obtain the election of any such director nominees. The Board shall not take any action to remove, or cause to be removed, any Bleichroeder designees and if any Bleichroeder designee resigns or ceases to serve for any reason and Bleichroeder continues to be entitled to nominate such designee under the terms of this Agreement, then Bleichroeder shall be entitled to designate a replacement director who shall be reasonably acceptable to the then-current members of the Board. If so requested by Bleichroeder, the Board shall appoint and maintain the Bleichroeder designee(s) then serving on the Board to any existing or newly created committee of the Board that is designated to review or oversee strategic alternatives for the Company, subject to customary recusal requests in the event of any potential conflict of interest. |
| (d) | Independence of Board and Committees. Bleichroeder acknowledges and agrees that the Board and all committees of the Board shall at all times meet the applicable independence requirements of The Nasdaq Stock Market LLC and the Securities and Exchange Commission. |
| (e) | Proportional Voting above Threshold. In the event that Bleichroeder acquires in excess of 40% of the voting stock of the Company (the “Threshold”), Bleichroeder agrees that at any regular or special meeting 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. This provision shall apply for as long as the Threshold is met. |
| 4. | Miscellaneous. |
| (a) | Successors and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other party. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. |
| (b) | No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. This Agreement may only be enforced by the parties hereto. |
| (c) | Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the parties hereto. |
| (d) | Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and be interpreted so as reasonably to effect the intent of the parties hereto. |
| (e) | Notices. Any notice or communication to be given or made under or in connection with this Agreement must be in writing and will be deemed to have been duly given (i) when delivered personally, (ii) when sent by confirmed electronic mail or facsimile, (iii) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day after deposit with a nationally recognized overnight delivery service, postage prepaid, addressed as follows: |
| If to the Company:
Identiv, Inc. 1900-B Carnegie Avenue Santa Ana, CA 92705 Attention: Chief Executive Officer E-mail: |
With a copy to:
Pillsbury Winthrop Shaw Pittman LLP gabriella.lombardi@pillsburylaw.com | |
| If to Bleichroeder:
1345 Avenue of the Americas, 48th Fl. New York, NY 10105 Attention: Andrew Gundlach Email: |
With a copy to:
Willkie Farr & Gallagher LLP 1801 Page Mill Road Palo Alto, California 94304 Telephone No.: (650) 887-9315 Attention: Michael E. Brandt | |
| (f) | Titles and Headings. The titles, captions and headings used in this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. |
| (g) | Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. |
| (h) | Facsimile and Electronic Signatures. This Agreement may be executed and delivered by facsimile or electronic signature and, upon such delivery, the facsimile or electronic signature will be deemed to have the same effect as if the original signature had been delivered to the other party. |
| (i) | Termination. The rights and obligations of the parties under this Agreement shall continue in full force and effect until the earliest of (i) the fifth anniversary of the date hereof, (ii) the mutual written agreement of the parties to terminate this Agreement, or (iii) such time as Bleichroeder ceases to hold any shares of Common Stock of the Company (or securities convertible into Common Stock). The termination of this Agreement will not relieve a party from liability to the other party for any breach or nonperformance of this Agreement prior to termination. |
| (j) | Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement will impair any such right, power or remedy, nor will it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that |
| any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and will be effective only to the extent specifically set forth in such writing. All remedies afforded to any party, will be cumulative and not alternative. |
| (k) | Governing Law. This Agreement and all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed and construed in accordance with the Legal Requirements of the State of Delaware, without giving effect to conflict-of-laws principles that would result in the application of the Legal Requirements of any other jurisdiction. Each of the parties (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any objection that it may now or hereafter have to the venue of any such Proceeding in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section VI.e). Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in in Section VI.e) shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated hereby. |
| (l) | Entire Agreement. This Agreement, together with the Voting Agreement and the Purchase Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties with respect thereto. In the event of any conflict between the provisions of this Agreement and the provisions of the Voting Agreement or the Purchase Agreement, the provisions of this Agreement will prevail and be given effect. |
[Signature Page Follows]
| Very truly yours, | ||
| IDENTIV, INC. | ||
| By: | /s/ Kirsten Newquist | |
| Name: Kirsten Newquist | ||
| Title: Chief Executive Officer | ||
[Signature Page to Letter Agreement]
| Accepted and agreed: | ||
| Bleichroeder LP | ||
| By: | /s/ Andrew Gundlach | |
| Name: Andrew Gundlach | ||
| Title: President and Chief Executive Officer | ||
[Signature Page to Letter Agreement]
Exhibit 99.3
Identiv Announces Agreement to Sell its IoT Assets to
Trackonomy, Creating a Global Physical AI and Intelligent
Supply Chain Leader
Enters into Strategic Partnership Framework Agreement to Collaborate on Future SaaS
Opportunities Leveraging Trackonomy’s Physical AI Platform
Post-Close Strategy Focused on Acquiring Highly Complementary SaaS Companies to
Drive Long-Term Shareholder Value
Announces $40 Million Stock Repurchase Program, with Intention to Repurchase Shares
After Transaction Close
Conference Call Today at 5:00 PM EDT / 2:00 PM PDT
Santa Ana, Calif. — June 24, 2026 — Identiv, Inc. (NASDAQ: INVE), a global leader in RFID- and Bluetooth Low Energy (BLE)-enabled Internet of Things (IoT) solutions, announced today that it has entered into a definitive agreement to sell its IoT business operating assets and its Thai subsidiary to Trackonomy Systems, Inc., a pioneer in battery-powered smart labels and a global leader in Physical AI. This transaction represents a significant milestone in the Company’s strategic evolution and positions Identiv for its next chapter of growth.
Under the terms of the agreement, Identiv will sell its IoT assets, including its German R&D center, and its Thai subsidiary, and will contribute $25 million in cash, in exchange for $50 million in Trackonomy preferred equity. Identiv’s cash contribution is intended to support integration efforts and fund incremental capital expenditures, including the scale-up of high-volume opportunities.
The two companies have also entered into a strategic partnership framework agreement to work toward a definitive agreement to collaborate on new software opportunities that leverage Trackonomy’s physical AI platform. Following the transaction close, Identiv’s strategy will focus on building a physical AI SaaS business synergistic with this platform, aiming to drive revenue growth and maximize long-term stockholder value.
Trackonomy serves major global enterprises across healthcare, airline, logistics, and manufacturing markets, as well as government. Its platform uses low-cost, cloud-connected sensors and AI to bring real-time visibility and intelligence to physical goods and assets. Privately held Trackonomy has raised over $250 million and is backed by prominent venture capital firms and investors, including 8VC, Kleiner Perkins, Koch Disruptive Technologies, and InQTel, among others.
The sale is expected to close in Q3 or early Q4 fiscal year 2026, subject to customary closing conditions, including Identiv stockholder approval at a meeting of stockholders to be scheduled. Identiv intends to remain a publicly listed company on the Nasdaq stock exchange under the ticker symbol “INVE”; however, the Identiv name and brand will be included in the sale of the IoT business operating assets, and the name of Identiv’s remaining public company will change after transaction close.
Highly Complementary Capabilities and Compelling Synergies
The two businesses have complementary products and capabilities, and Trackonomy’s acquisition of Identiv’s IoT assets is expected to create compelling strategic and operational synergies. Trackonomy’s deep expertise in large-scale deployments is expected to strengthen execution across strategic programs from Identiv. In addition, Trackonomy’s acquisition of Identiv’s operations, including its state-of-the-art Thailand manufacturing site, is intended to support Trackonomy’s growing demand for production capacity, increase utilization, and drive meaningful cost efficiencies. Overall, the transaction is expected to generate substantial synergies that Identiv believes will support its long-term strategic objectives and benefit its equity ownership in Trackonomy.
Identiv Post-Closing Strategy Targets SaaS Acquisitions to Drive Value Through Integration into Trackonomy’s Physical AI Platform
Following the sale of its IoT operations, Identiv will transition into a SaaS and physical AI-focused company. Leveraging its core expertise in RFID and BLE technologies, Identiv intends to acquire compliance SaaS companies in highly regulated industries at attractive valuations using a combination of cash and stock. Through the expected definitive strategic partnership, these acquired software assets will be integrated into Trackonomy’s physical AI data platform, enhancing the services with a physical AI data and infrastructure layer. This unique integration is intended to create immediate end-customer value and competitive differentiation, expand market reach, and contribute to revenue growth for Identiv’s acquired SaaS businesses.
Identiv is actively evaluating potential acquisition opportunities, with the objective of completing an acquisition shortly after the closing of the transaction with Trackonomy.
Leadership Commentary
“After conducting an extensive review of strategic alternatives, Identiv’s Board of Directors is pleased that the process has resulted in this unique value-creating transaction that will benefit our multiple stakeholders,” said James Ousley, Chairman of the Board of Identiv. “Our largest shareholder is supportive of this transaction and has entered into a voting agreement with the company and Trackonomy. The Identiv Board also unanimously supports this transaction and Identiv’s go-forward business strategy.”
Mr. Ousley continued, “Importantly, Identiv stockholders will be able to benefit from potential upside that may be realized from our expected strategic partnership with Trackonomy and future value creating opportunities long after transaction close.”
“I am incredibly proud that Trackonomy recognizes our team’s achievements and specialized RFID and BLE capabilities. This transaction significantly transforms the company by streamlining and reducing execution risk for Identiv’s IoT business, while preserving financial upside potential for our stockholders through participation in Identiv’s go-forward strategy and ownership interest in Trackonomy,” said Kirsten Newquist, CEO of Identiv.
“By acquiring Identiv’s IoT business assets, I believe Trackonomy can continue its growth and further enhance its position as a leading global provider of vertically integrated physical AI-based solutions across multiple industries,” said Dr. Erik Volkerink, Co-Founder and CEO of Trackonomy.
Governance and Leadership
Upon close of the transaction, Dr. Volkerink will become an observer of Identiv’s Board of Directors, and Mr. Ousley will become an observer of the Trackonomy Board. These appointments are intended to facilitate strategic alignment, continuity, oversight, and direct insight into the two companies’ strategies and execution. The Identiv Board expects the synergies between both companies to scale quickly, fostering a collaborative and mutually beneficial strategic relationship.
Furthermore, the Identiv Board intends to significantly streamline the Company’s go-forward organizational structure into a highly focused, cross-functional team dedicated to driving the new SaaS and physical AI strategy. Post-close, the Board intends to add senior leadership with deep experience in SaaS and M&A integration to lead the organization and successfully execute this next chapter of growth.
Increase in Stock Repurchase Program
Identiv’s Board of Directors has also increased the size of Identiv’s stock repurchase program to $40 million and intends to repurchase shares after the transaction closes. This reflects the Board’s belief in Identiv’s intrinsic value and the company’s priority of delivering tangible returns to its stockholders. The $40 million adds approximately $32 million to the roughly $8.1 million currently available under the stock repurchase program.
Advisors
Raymond James & Associates, Inc. is serving as Identiv’s financial advisor, and Pillsbury Winthrop Shaw Pittman LLP is serving as Identiv’s legal advisor. Cooley LLP is serving as Trackonomy’s legal advisor.
Conference Call
Identiv and Trackonomy will hold a conference call today, June 24, 2026, at 5:00 p.m. EDT (2:00 p.m. PDT) to discuss the transaction. A question-and-answer session will follow the presentation.
Toll-Free: +1 888-506-0062
International Number: +1 973-528-0011
Call ID: 831337
Webcast Link: Register and Join
The teleconference replay will be available through July 8, 2026, by dialing +1 877-481-4010 (Toll-Free Replay Number) or +1 919-882-2331 (International Replay Number) and entering passcode 54193.
If you have any difficulty connecting with the teleconference, please contact Identiv Investor Relations at IR@identiv.com.
About Identiv
Identiv’s RFID- and BLE-enabled IoT solutions create digital identities for physical objects, enhancing global connectivity for businesses, people, and the planet. Its solutions, integrated into over 2.0 billion applications worldwide, drive innovation across healthcare, logistics, consumer electronics, luxury goods, smart packaging, and more. For additional information, visit identiv.com | Follow us on LinkedIn @Identiv
About Trackonomy
Trackonomy is pioneering the next generation of Enterprise Resource Planning (ERP) for logistics and supply chain management, bringing real-time intelligence and automation from the shop floor to the top floor. Its network of interconnected assets turns inanimate objects into smart, self-optimizing systems that improve efficiency, security, and operational control. Serving major global enterprises across logistics, manufacturing, and supply chain industries, Trackonomy’s solutions optimize workflows, and provide end-to-end visibility and product condition monitoring to enhance business performance.
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 of Identiv 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 Identiv’s strategy, opportunities, focus and goals; the expected benefits of the transaction; the terms and conditions related to the transaction, including required stockholder approvals; the expected timing and completion of the transaction; the final amount of Identiv’s expected cash contribution and the anticipated uses thereof; the potential upside from Identiv’s ownership of Trackonomy’s preferred stock, if any; the anticipated strategic partnership between Identiv and Trackonomy, including the parties’ ability to enter into a definitive agreement with respect thereto, the terms thereof, and the expected benefits; Identiv’s beliefs regarding its post-closing go-forward business model, acquisition strategy and ability to identify, complete and integrate acquisitions, on a timely basis or at all; Identiv’s intent to remain listed on Nasdaq; Identiv’s intent to implement changes to its management or organizational structure; and the timing, amount and execution of any stock repurchases, 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, Identiv’s 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; Trackonomy’s ability to integrate the acquired assets and realize anticipated synergies, cost efficiencies and other expected benefits; Identiv’s ability to identify, complete and integrate acquisition opportunities, including delays, or at all; Identiv’s ability to implement changes to its organizational structure; the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approval of Identiv’s and Trackonomy’s stockholders are not obtained; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; potential litigation relating to the transaction and the effects of any outcome related thereto; the ability of each party to consummate the transaction on a timelystrati basis, or at all; the failure of the transaction to close for any reason, or in the timeframe currently anticipated; risks that the transaction disrupts current business, plans and operations of Identiv or its business prospects; competitive responses to the transaction; costs, fees or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; Identiv’s ability to continue the momentum in its business until closing; changes to the amount of cash transferred by Identiv pursuant to the transaction agreement; the parties’ ability to negotiate and enter into a definitive agreement contemplated by the strategic partnership framework agreement and the terms thereof; the ability of the expected strategic partnership, related software opportunities or future value-creating opportunities to achieve anticipated benefits; Identiv’s ability to execute its post-closing go-forward business strategy and the success thereof; risks related to the growth of the markets Identiv intends to enter; Identiv’s ability to remain listed on Nasdaq; risks related to the timing, amount and execution of any stock repurchases; diversion of management’s attention from Identiv’s business; the ability of Identiv to retain key personnel; Identiv’s ability to satisfy customer demand and expectations; the loss of customers,
suppliers or partners; and the other factors discussed in its periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2025, as amended, and subsequent reports filed with the SEC. All forward-looking statements are based on information available to Identiv as of the date hereof and Identiv undertakes 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.
Additional Information and Where to Find It
Identiv intends to file with the SEC a proxy statement on Schedule 14A with respect to its solicitation of proxies for approval of the transaction (the “Proxy Statement”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY IDENTIV AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Identiv free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Identiv are also available free of charge in the “Investors—SEC Filings” section of Identiv’s website at ir.identiv.com/sec-filings.
Participants in the Solicitation
Identiv, its directors, director nominees, and its executive officers are or may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from stockholders of Identiv in connection with the transactions contemplated by the agreement.
Information about Identiv’s directors and executive officers, including compensation, is set forth in Amendment No. 1 to Identiv’s Annual Report on Form 10-K/A for the year ended December 31, 2025, filed with the SEC on April 29, 2026 (the “Amended Annual Report”), under Part III, Item 10. “Directors, Executive Officers and Corporate Governance” and Part III, Item 11. “Executive Compensation.”
Information about the ownership of common stock by Identiv’s directors and executive officers is set forth in the Amended Annual Report under Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes to the holdings by the directors and executive officers of Identiv securities reported in the Amended Annual Report have and will be reflected in Forms 3, 4 or 5 to be filed with the SEC, including the Form 4 filed on June 2, 2026, as well as the section entitled “Security Ownership of Certain Beneficial Owners and Management” of Identiv’s definitive Proxy Statement, and other materials to be filed with the SEC. All these documents are or will be available free of charge at the SEC’s website at www.sec.gov and in the “Investors—SEC Filings” section of Identiv’s website at ir.identiv.com/sec-filings.
In addition, each of Bleichroeder LP and Bleichroeder Holdings LLC (together, “Bleichroeder”) is or may be deemed to be a “participant” in the solicitation of proxies from stockholders of Identiv in connection with the transactions contemplated by the agreement. Information about the ownership of securities of Bleichroeder is set forth under Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Amended Annual Report and Amendment No. 4 to the Schedule 13D/A filed on March 21, 2025. Any further changes will be reflected in the section entitled “Security Ownership of Certain Beneficial Owners and Management” of Identiv’s definitive Proxy Statement, and other materials to be filed with the SEC.
Identiv Investor Relations Contact:
IR@identiv.com
Identiv Media Contact:
press@identiv.com
Transaction Conference Call June 24, 2026 Exhibit 99.4
Safe Harbor Note Regarding Forward-Looking Information This presentation 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 of Identiv 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 Identiv’s strategy, opportunities, focus and goals; the expected benefits of the transaction; the terms and conditions related to the transaction, including required stockholder approvals; the expected timing and completion of the transaction; the final amount of Identiv’s expected cash contribution and the anticipated uses thereof; the potential upside from Identiv’s ownership of Trackonomy’s preferred stock, if any; the anticipated strategic partnership between Identiv and Trackonomy, including the parties’ ability to enter into a definitive agreement with respect thereto, the terms thereof, and the expected benefits; Identiv’s beliefs regarding its post-closing go-forward business model, acquisition strategy and ability to identify, complete and integrate acquisitions, on a timely basis or at all; Identiv’s intent to remain listed on Nasdaq; Identiv’s intent to implement changes to its management or organizational structure; and the timing, amount and execution of any stock repurchases, 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, Identiv’s 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; Trackonomy’s ability to integrate the acquired assets and realize anticipated synergies, cost efficiencies and other expected benefits; Identiv’s ability to identify, complete and integrate acquisition opportunities, including delays, or at all; Identiv’s ability to implement changes to its organizational structure; the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approval of Identiv’s and Trackonomy’s stockholders are not obtained; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; potential litigation relating to the transaction and the effects of any outcome related thereto; the ability of each party to consummate the transaction on a timely basis, or at all; the failure of the transaction to close for any reason, or in the timeframe currently anticipated; risks that the transaction disrupts current business, plans and operations of Identiv or its business prospects; competitive responses to the transaction; costs, fees or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; Identiv’s ability to continue the momentum in its business until closing; changes to the amount of cash transferred by Identiv pursuant to the transaction agreement; the parties’ ability to negotiate and enter into a definitive agreement contemplated by the strategic partnership framework agreement and the terms thereof; the ability of the expected strategic partnership, related software opportunities or future value-creating opportunities to achieve anticipated benefits; Identiv’s ability to execute its post-closing go-forward business strategy and the success thereof; risks related to the growth of the markets Identiv intends to enter; Identiv’s ability to remain listed on Nasdaq; risks related to the timing, amount and execution of any stock repurchases; diversion of management’s attention from Identiv’s business; the ability of Identiv to retain key personnel; Identiv’s ability to satisfy customer demand and expectations; the loss of customers, suppliers or partners; and the other factors discussed in its periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2025, as amended, and subsequent reports filed with the SEC. All forward-looking statements are based on information available to Identiv as of the date hereof and Identiv undertakes 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. This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Safe Harbor Additional Information and Where to Find It Identiv intends to file with the SEC a proxy statement on Schedule 14A with respect to its solicitation of proxies for approval of the transaction (the “Proxy Statement”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY IDENTIV AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Identiv free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Identiv are also available free of charge in the “Investors—SEC Filings” section of Identiv’s website at ir.identiv.com/sec-filings. Participants in the Solicitation Identiv, its directors, director nominees, and its executive officers are or may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from stockholders of Identiv in connection with the transactions contemplated by the agreement. Information about Identiv’s directors and executive officers, including compensation, is set forth in Amendment No. 1 to Identiv’s Annual Report on Form 10-K/A for the year ended December 31, 2025, filed with the SEC on April 29, 2026 (the “Amended Annual Report”), under Part III, Item 10. “Directors, Executive Officers and Corporate Governance” and Part III, Item 11. “Executive Compensation.” Information about the ownership of common stock by Identiv’s directors and executive officers is set forth in the Amended Annual Report under Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any changes to the holdings by the directors and executive officers of Identiv securities reported in the Amended Annual Report have and will be reflected in Forms 3, 4 or 5 to be filed with the SEC, including the Form 4 filed on June 2, 2026, as well as the section entitled “Security Ownership of Certain Beneficial Owners and Management” of Identiv’s definitive Proxy Statement, and other materials to be filed with the SEC. All these documents are or will be available free of charge at the SEC’s website at www.sec.gov and in the “Investors—SEC Filings” section of Identiv’s website at ir.identiv.com/sec-filings. In addition, each of Bleichroeder LP and Bleichroeder Holdings LLC (together, “Bleichroeder”) is or may be deemed to be a “participant” in the solicitation of proxies from stockholders of Identiv in connection with the transactions contemplated by the agreement. Information about the ownership of securities of Bleichroeder is set forth under Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Amended Annual Report and Amendment No. 4 to the Schedule 13D/A filed on March 21, 2025. Any further changes will be reflected in the section entitled “Security Ownership of Certain Beneficial Owners and Management” of Identiv’s definitive Proxy Statement, and other materials to be filed with the SEC. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of Identiv and other companies, and are the property of their respective owners.
Agenda Overview of Identiv and Trackonomy The Announcement and Strategic Rationale Identiv’s Vision and Go-forward Strategy Leadership and Governance Q&A Session Presenters: James Ousley Board Chairman of Identiv Kirsten Newquist CEO of Identiv Ed Kirnbauer CFO of Identiv Dr. Erik Volkerink Co-Founder and CEO of Trackonomy
Our Strategy for Success Accelerate Perform Transform Accelerate growth in key high value segments and through technology innovation Deliver exceptional results for customers and drive operational excellence Create significant business expansion and capability growth through M&A to achieve long term success
Today’s Announcements 1 Definitive Agreement Signed to Sell IoT Operating Assets to Trackonomy Identiv will sell its IoT operating assets, including our German R&D center and our Thai subsidiary. 2 Entered Strategic Partnership Framework Agreement with Trackonomy Framework to enter into a definitive agreement intended to support future collaboration on new opportunities leveraging Trackonomy’s Physical AI platform. 3 INVE Go-Forward Strategy and Business Model Focused on acquiring and consolidating SaaS companies that can benefit from the integration into Trackonomy’s AI-driven platform. 4 Stock Repurchase Program Increased to $40M, with Intention to Repurchase Shares After Transaction Close
Overview of Trackonomy: A Pioneer in Battery-powered Smart Labels and a Global Leader in Physical AI Private company Founded in 2017 Headquarters: San Jose, CA ~600 employees across U.S. Founders: Dr. Erik Volkerink (CEO) and Dr. Ajay Khoche (CTO) Raised >$250 million since founding Pioneer of next generation AI-enhanced ERP for logistics and supply chain management Network of interconnected assets transforms inanimate objects into smart, self-optimizing systems enhancing efficiency, security, and operational control Platform uses low-cost, cloud-connected sensors and AI, bringing real-time visibility and intelligence to physical goods and assets Serves major global enterprises in logistics, airline, healthcare, manufacturing and government Backed by prominent VC firms and investors: Notable customers:
Today’s Announcement: A Strategic Transformation Signed a definitive agreement to sell Identiv’s IoT operating assets and contribute $25 million in cash to Trackonomy Includes German R&D center and Thai manufacturing facility Identiv to receive $50 million of Trackonomy preferred equity Significantly streamlined go-forward Identiv to focus on acquiring smaller SaaS companies expected to benefit from physical AI data and access to Trackonomy’s ecosystem Entered into a Strategic Partnership Framework Agreement outlining the terms of an expected definitive agreement to collaborate on new SaaS opportunities Increased stock repurchase program to $40 million and intends to repurchase stock after closing Value Creation Potential for INVE Stockholders Upside from Identiv’s go-forward growth strategy targeting SaaS acquisitions synergistic with Trackonomy’s Physical AI platform Opportunity for liquidity from stock repurchase program Identiv’s equity ownership in Trackonomy
Asset Sale Transaction Details Identiv Board of Directors unanimously supports this transaction Largest shareholder has entered into an agreement with Identiv and Trackonomy to vote in favor of this transaction Expected to close in Q3 or early Q4 2026 Subject to Identiv and Trackonomy shareholder approval Identiv intends to remain listed on Nasdaq under “INVE” and will change its name post close 1 2 3 4 5
Identiv IoT Operating Assets + Trackonomy Creates Compelling Synergies and Potential for Long-term Value Identiv’s IoT operating assets bring highly complementary products and capabilities to Trackonomy that are intended to: Create compelling strategic and operational synergies for Trackonomy Enhance Trackonomy’s long term value creation Increase the value of Identiv’s equity ownership in Trackonomy Identiv’s IoT operating assets intended to support Trackonomy’s growing demand for production capacity Trackonomy to leverage Identiv’s Thai facility to increase overall utilization, lower manufacturing costs, and generate cost efficiencies Transaction expected to drive revenue growth and expand margins for Trackonomy through vertical integration and reduced margin stacking
Identiv’s Go-forward Strategy Identiv intends to acquire attractively valued compliance software companies with established customer bases and regulatory workflows, and transform them into real-world data-driven platforms powered by Trackonomy’s physical AI infrastructure Identiv’s strategic partnership* with Trackonomy provides access to their proprietary infrastructure while equity ownership aligns incentives across the software, infrastructure, and intelligence layers Identiv’s Go-forward SaaS Strategy Acquire small to mid-sized compliance software companies ($1M–15M ARR) Integrate legacy software with Trackonomy’s sensor and telemetry infrastructure through a definitive strategic partnership Launch premium “Verified Compliance” products powered by real-world data Expand revenue* across software subscriptions, hardware deployment, and data services Trackonomy Strategic Partnership* Enables: Continuous physical-world data collection Real-time monitoring and verification Sensor-driven audit trails The integration of verifiable physical data creates higher customer retention, increased pricing power, stronger competitive differentiation, and a more defensible platform. *Subject to definitive agreement
Leadership and Governance Identiv Board intends to significantly streamline the Company’s go-forward operations into a highly focused, cross-functional team dedicated to driving the new SaaS and physical AI strategy Board observer appointments intended to help facilitate strategic alignment, continuity, oversight, and direct insight into strategies and execution Dr. Erik Volkerink Co-Founder and CEO of Trackonomy to be an observer of Identiv’s Board of Directors James Ousley Board Chairman of Identiv to be an observer of Trackonomy’s Board of Directors
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