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Identiv (NASDAQ: INVE) spells out Bleichroeder voting rules above 40%

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Identiv, Inc. (INVE) amended its Governance Letter Agreement with Bleichroeder LP to clarify how Bleichroeder’s voting power is treated when it holds a large stake. The change confirms that Section 3(e)’s proportional voting requirement applies whenever Bleichroeder owns more than 40% of Identiv’s outstanding voting stock, regardless of how that ownership level is reached.

If Bleichroeder’s holdings exceed this 40% threshold on the record date for any shareholder meeting or other stockholder vote, the shares it holds above 40% must be voted in the same proportion on each proposal as the votes cast by all other stockholders. This provision applies as long as Bleichroeder’s holdings remain above the threshold and covers ownership changes resulting from purchases, conversion of nonvoting Series B Preferred Stock, company share repurchases, or any other cause.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Voting ownership Threshold 40% of the Company’s outstanding voting stock Level above which Bleichroeder’s excess shares must be voted proportionally
Date of supplement August 24, 2026 Date Identiv and Bleichroeder executed the supplement to the Governance Letter Agreement
Original Governance Letter Agreement date June 24, 2026 Date of the underlying Governance Letter Agreement between Identiv and Bleichroeder
proportional voting financial
"the proportional voting requirement established by Section 3(e) of the Agreement"
Series B Preferred Stock financial
"conversion of nonvoting Series B Preferred Stock of the Company into voting stock"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Threshold financial
"holds in excess of 40% of the voting stock of the Company (the “Threshold”)"
Governance Letter Agreement regulatory
"Reference is made to the Governance Letter Agreement dated June 24, 2026"

FAQ

What governance change did Identiv (INVE) announce regarding Bleichroeder’s voting power?
Identiv and Bleichroeder clarified that when Bleichroeder owns more than 40% of Identiv’s outstanding voting stock, any shares above that level must be voted proportionally with the votes of other stockholders on each proposal at stockholder meetings.

When is the 40% voting threshold for Bleichroeder at Identiv (INVE) tested?
The 40% voting threshold is tested as of the record date for any regular or special meeting of stockholders, or any other stockholder vote. If Bleichroeder then holds more than 40% of voting stock, proportional voting applies to shares above that level.

Does the source of Bleichroeder’s ownership increase matter under Identiv’s (INVE) governance supplement?
No. The supplement states the proportional voting requirement applies whenever Bleichroeder owns more than 40% of voting stock, whether from purchases, conversion of nonvoting Series B Preferred Stock, company share repurchases, any combination, or any other cause.

How are Bleichroeder’s shares above 40% voted at Identiv (INVE)?
For any meeting or other stockholder vote, Bleichroeder’s shares held in excess of 40% of the voting stock must be voted in the same proportion on each proposal as the votes cast by all other stockholders participating in that vote.

How long does the proportional voting provision apply to Bleichroeder at Identiv (INVE)?
The provision applies as long as Bleichroeder holds voting stock in excess of the 40% Threshold. If its holdings fall to or below 40%, the condition for proportional voting above the threshold would no longer be met.

What agreement was modified between Identiv (INVE) and Bleichroeder?
Identiv and Bleichroeder supplemented and amended Section 3(e) of their Governance Letter Agreement dated June 24, 2026, restating the proportional voting terms applicable when Bleichroeder’s voting ownership exceeds 40%.

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Understanding 8-K Material Events →
0001036044false00010360442026-08-242026-08-24

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2026

 

 

Identiv, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-29440

77-0444317

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1900-B Carnegie Avenue

 

Santa Ana, California

 

92705

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (657) 356-8384

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

INVE

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01 Other Events.

On August 24, 2026, Identiv, Inc. (the “Company”), and Bleichroeder LP (“Bleichroeder”) supplemented Section 3(e) of that certain Governance Letter Agreement dated June 24, 2026 (the “Agreement”) by and between the Company and Bleichroeder to clarify the intent of the parties and confirm their mutual understanding that the proportional voting requirement established by Section 3(e) of the Agreement shall be triggered whenever Bleichroeder owns more than 40% of the Company’s outstanding voting stock regardless of whether such ownership results from Bleichroeder’s purchases of voting stock, from Bleichroeder’s conversion of nonvoting Series B Preferred Stock of the Company into voting stock, from the Company’s repurchase of outstanding voting stock of the Company, or from any other cause.

The Agreement was filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2026. The foregoing description of the Supplement to the Governance Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Supplement to the Governance Letter Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

Exhibit
No.

Description

 

 

99.1

Supplement to Governance Letter Agreement dated August 24, 2026.

 

 

104

Cover page Interactive data file (embedded within the inline XBRL document).

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Identiv, Inc.

 

 

 

 

Date:

August 24, 2026

By:

/s/ Edward Kirnbauer

 

 

 

Edward Kirnbauer
Chief Financial Officer

 

 

 

Exhibit 99.1

IDENTIV, INC.

August 24, 2026

Bleichroeder LP

1345 Avenue of the Americas, 48th Fl.

New York, NY 10105

 

Re: Supplement to Governance Letter Agreement dated June 24, 2026

Ladies and Gentlemen:

Reference is made to the Governance Letter Agreement dated June 24, 2026 (the “Agreement”) by and between Identiv, Inc., a Delaware corporation (the “Company”), and Bleichroeder LP (“Bleichroeder”). Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Agreement.

Section 3(e) of the Agreement provides for proportional voting by Bleichroeder on shares of voting stock of the Company Bleichroeder may acquire in excess of the 40% Threshold. The Company and Bleichroeder desire to clarify the intent of the parties and confirm their mutual understanding that the proportional voting requirement established by Section 3(e) of the Agreement shall be triggered whenever Bleichroeder owns more than 40% of the Company’s outstanding voting stock regardless of whether such ownership results from Bleichroeder’s purchases of voting stock, from Bleichroeder’s conversion of nonvoting Series B Preferred Stock of the Company into voting stock, from the Company’s repurchase of outstanding voting stock of the Company, or from any other cause.

In consideration of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.
Section 3(e) of the letter is hereby amended and restated to read as follows:

Proportional Voting above Threshold. In the event that Bleichroeder holds in excess of 40% of the voting stock of the Company (the “Threshold”) as of the record date for any regular or special meeting of stockholders, or other vote of stockholders, whether as a result of purchases of voting stock, as a result of conversion of shares of the Company’s nonvoting Series B Preferred Stock into shares of voting stock, or as a result of the Company’s repurchases of outstanding voting stock of the Company, or any combination thereof, or any other cause, Bleichroeder agrees that at any regular or special meeting of stockholders, or other vote of stockholders, the shares held by Bleichroeder in excess of the Threshold shall be voted in the same proportion as to each proposal as the shares held by stockholders other than Bleichroeder that are voted at such meeting or other vote. This provision shall apply as long as Bleichroeder holds voting stock of the Company in excess of Threshold.

 

 

2.
Except as specifically clarified herein, the Agreement shall remain in full force and effect in accordance with its terms.
3.
Though a clarification, this supplement shall be deemed an amendment or waiver within the meaning of Section 4(c) of the Agreement.
4.
This clarifying supplement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.

[Signature Page Follows]

 

 

Very truly yours,

IDENTIV, INC.

By: /s/ Kirsten Newquist
Name: Kirsten Newquist
Title: Chief Executive Officer

 

Accepted and agreed:

Bleichroeder LP

By: /s/ Andrew Gundlach
Name: Andrew Gundlach
Title: President and Chief Executive Office

[Signature Page to Supplement to Letter Agreement]

 

Source: View Original Filing on SEC EDGAR

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