UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

 

 

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material Pursuant to Section 240.14a-12

IDENTIV, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

☐	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

 

[●], 2026

Dear Stockholder:

You are invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Identiv, Inc., a Delaware corporation (“Identiv,” the “Company,” “we,” “us” or “our”), to be held virtually on [●], [●], 2026 at 11:00 a.m., Pacific Time. You will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/INVE2026 and using the 16-digit control number included in your proxy materials.

At the Annual Meeting, you will be asked to consider and vote upon the important matters described in the Proxy Statement accompanying this letter, including, without limitation: (i) a proposal to approve the sale of our specialty Internet of Things business (the “IoT Business”) to Trackonomy Systems, Inc., a Delaware corporation (“Buyer”), through the sale of substantially all of our operating assets, including all outstanding shares of Identiv (Thailand) Co., Ltd, our wholly-owned subsidiary, and $25.0 million in cash, subject to adjustment, in exchange for $50.0 million of shares of Series C Preferred Stock of Buyer, at a value of $20.07 per share (the “Purchase Price”), and the assumption of certain liabilities related to the IoT Business (collectively, the “Asset Sale”), pursuant to that certain Stock and Asset Purchase Agreement, dated as of June 24, 2026 (the “Agreement”), by and between the Company and Buyer (the “Asset Sale Proposal”), (ii) a proposal to approve certain compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Asset Sale, on a non-binding advisory basis (the “Asset Sale Compensation Proposal”), and (iii) a proposal to approve the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the Asset Sale Proposal (the “Adjournment Proposal”).

The Asset Sale is the result of a broad review of strategic alternatives by our Board of Directors, which resulted in entering into an agreement to sell our IoT Business to Buyer. After careful consideration, the Board of Directors determined that the Asset Sale, on the terms and subject to the conditions set forth in the Agreement, is fair to and in the best interests of the Company and its stockholders and approved and declared advisable the Asset Sale and the transactions contemplated by the Agreement. Accordingly, the Board of Directors recommends that stockholders vote in favor of approving the Asset Sale.

Following the completion of the Asset Sale, the Company intends to continue to be a public company operating under a new corporate name to be determined. With respect to the remaining corporate entity, the Company intends to transition to a new business model focused on providing physical AI solutions through the acquisition of targeted compliance software-as-a-service (“SaaS”) businesses in highly regulated industries that the Company believes may benefit from integration with Buyer’s physical AI platform, including the incorporation of BLE- and RFID-enabled physical data. For additional information, see the sections of this Proxy Statement entitled “Proposal No. 1 – The Asset Sale Proposal – Business of the Company Following the Asset Sale” beginning on page [●], “Unaudited Pro Forma Condensed Consolidated Financial Information of the Company” beginning on page [●] and “Unaudited Consolidated Financial Information of Buyer” beginning on page [●].

The Asset Sale, as contemplated by the Agreement, may constitute the sale of substantially all of the assets of the Company under Delaware law. As a result, we are seeking the approval of the Asset Sale Proposal from our stockholders. The proposal to approve the Asset Sale pursuant to the Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock and our Series B non-voting convertible preferred stock, $0.001 par value per share (“Series B Preferred Stock”), voting together as a single class (the Series B Preferred Stock voting on an as-converted basis), present in person or by proxy and entitled to vote thereon

at the Annual Meeting (the “Required Stockholder Approval”). The closing of the Asset Sale contemplated by the Agreement is conditioned on the Company receiving the Required Stockholder Approval. Concurrently with the execution of the Agreement, certain funds affiliated with Bleichroeder LP (the “Bleichroeder Holders”), entered into a voting and support agreement with the Company and Buyer (the “Voting Agreement”) pursuant to which, among other things and subject to the terms and conditions therein, the Bleichroeder Holders agreed, to vote all shares of the Company’s common stock and Series B Preferred Stock beneficially owned by the Bleichroeder Holders in favor of the Asset Sale Proposal. As of the close of business on [●], 2026, 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 Agreement. For additional information, see the section of this Proxy Statement entitled “Proposal No. 1 – The Asset Sale Proposal – Ancillary Agreements – Voting Agreement”.

Therefore, it is very important that your shares be represented and voted at the Annual Meeting. The Asset Sale is not conditioned upon stockholders approving the Asset Sale Compensation Proposal. The effectiveness of the payment of any compensation to our named executive officers pursuant to the Asset Sale Compensation Proposal is conditioned upon the consummation of the Asset Sale. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the Proxy Statement. Stockholders do not have appraisal rights in connection with the Asset Sale.

You will also be asked to consider and vote upon the following matters as more fully described in the Proxy Statement accompanying this letter: (i) a proposal to elect five director nominees to each serve for a one-year term expiring at the annual meeting of stockholders in 2027, to hold office until their respective successors have been elected and qualified, or upon their earlier death, resignation or removal (the “Election of Directors Proposal”); (ii) a proposal to approve the issuance of more than 19.99% of our shares of common stock issuable upon the conversion of our Series B Preferred Stock for purposes of complying with Nasdaq Listing Rules 5635(b) and (d) (the “Nasdaq Proposal”), (iii) a proposal to approve the compensation of our named executive officers, on a non-binding advisory basis (the “Say on Pay Proposal”); and (iv) a proposal to ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”). The completion of the Asset Sale is not conditioned upon the approval of any of the proposals set forth in this paragraph.

This letter is accompanied by the Proxy Statement, which describes the formal business to be conducted at the Annual Meeting. In particular, please review the matters referred to under “Risk Factors” beginning on page [●] for a discussion of the risks related to the Asset Sale and our Company following the closing of the Asset Sale. We encourage you to read the Proxy Statement and all annexes thereto carefully and in their entirety. A copy of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, is also enclosed for your information. You may obtain additional information about us from documents we have filed with the Securities and Exchange Commission, which are available without charge through the Securities and Exchange Commission’s website at www.sec.gov.

The Board of Directors recommends that you vote “FOR” the Asset Sale Proposal and each of the other proposals, as more fully described in the accompanying Proxy Statement. Your vote is very important regardless of the number of shares that you own and we encourage you to vote promptly. After reading the Proxy Statement, please promptly vote your shares via a toll-free telephone number or over the Internet. Alternatively, you may vote your shares by marking and signing a proxy card as provided in the proxy materials. Stockholders may also attend the meeting virtually and vote at that time. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares. The failure to instruct your broker, bank or other nominee how to vote will have the same effect as voting “AGAINST” the approval of the Asset Sale Proposal.

We thank you for your continued support.

 

IDENTIV, INC.

1900-B Carnegie Avenue

Santa Ana, California 92705

NOTICE OF

2026 ANNUAL MEETING OF STOCKHOLDERS

[●], [●], 2026

TO OUR STOCKHOLDERS:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Identiv, Inc., a Delaware corporation (“Identiv,” the “Company,” “we,” “us” or “our”), will be held virtually on [●], [●], 2026, at 11:00 a.m., Pacific Time. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/INVE2026 and using the 16-digit control number included in your proxy materials. We are holding this Annual Meeting for the following purposes:

 

1.

To approve the sale of our specialty Internet of Things business (the “IoT Business”) to Trackonomy Systems, Inc., a Delaware corporation (“Buyer”), through the sale of substantially all of our operating assets, including all outstanding shares of Identiv (Thailand) Co., Ltd, our wholly-owned subsidiary, and $25.0 million in cash, subject to adjustment, in exchange for $50.0 million of shares of Series C Preferred Stock of Buyer, at a value of $20.07 per share, and the assumption of certain liabilities related to the IoT Business (collectively, the “Asset Sale”), pursuant to that certain Stock and Asset Purchase Agreement, dated as of June 24, 2026 (the “Agreement”), by and between the Company and Buyer (the “Asset Sale Proposal”);

 

2.

To approve certain compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Asset Sale, on a non-binding advisory basis (the “Asset Sale Compensation Proposal”);

 

3.

To elect five director nominees to serve for a one-year term expiring at the annual meeting of stockholders in 2027, to hold office until their respective successors have been elected and qualified, or upon their earlier death, resignation or removal (the “Election of Directors Proposal”);

 

4.

To approve the issuance of more than 19.99% of our shares of common stock issuable upon the conversion of our Series B Preferred Stock for purposes of complying with Nasdaq Listing Rules 5635(b) and (d) (the “Nasdaq Proposal”);

 

5.

To approve the compensation of our named executive officers, on a non-binding advisory basis (the “Say on Pay Proposal”);

 

6.

To ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”);

 

7.

To approve the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the Asset Sale Proposal (the “Adjournment Proposal”); and

 

8.

To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The accompanying Proxy Statement and its annexes, including all documents incorporated by reference into the accompanying Proxy Statement, more fully describe these items of business. We urge you to read this information carefully.

The Board of Directors recommends that you vote “FOR” the approval of each of the nominees and the proposals outlined above and as more fully described in the accompanying Proxy Statement.

Concurrently with the execution of the Agreement, certain funds affiliated with Bleichroeder LP (the “Bleichroeder Holders”), entered into a voting and support agreement with the Company and Buyer (the “Voting Agreement”) pursuant to which, among other things and subject to the terms and conditions therein, the Bleichroeder Holders agreed, to vote all shares of the Company’s common stock and Series B Preferred Stock beneficially owned by the Bleichroeder Holders in favor of the Asset Sale Proposal. As of the close of business on [●], 2026, 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 Agreement. For additional information, see the section of this Proxy Statement entitled “Proposal No. 1 – The Asset Sale Proposal – Ancillary Agreements – Voting Agreement”.

Only stockholders of record at the close of business on [●], 2026 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. The accompanying Proxy Statement is being made available to our stockholders on [●], 2026.

 

Santa Ana, California

[●], 2026

TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, WE URGE YOU TO VOTE AS PROMPTLY AS POSSIBLE BY FOLLOWING THE INSTRUCTIONS INCLUDED ON THE PROXY CARD OR VOTING INSTRUCTION FORM. THANK YOU FOR ACTING PROMPTLY.

 

IMPORTANT: Please vote your shares via Internet or the telephone, as described herein and on the proxy card or voting instruction form, to assure that your shares are represented at the meeting, or, mark and sign the proxy card and return it in the postage-paid envelope. If you attend the virtual meeting, you may choose to vote at that time even if you have previously voted your shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders to be held virtually on [●], 2026.

The Proxy Statement and the Annual Report on Form 10-K, as amended, are

available at www.proxyvote.com.

TABLE OF CONTENTS

 

		Page
SUMMARY OF THE ASSET SALE			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE ASSET SALE			11
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			20
RISK FACTORS			22
THE ANNUAL MEETING			32
General			32
Record Date; Stockholders Entitled to Vote			32
Shares Outstanding			32
Quorum and Vote Required			32
Shares Owned by Our Directors and Executive Officers			34
Voting Procedures			34
Solicitation of Proxies			35
Revocability of Proxies			35
Annual Report and Other Matters			36
Stockholder Proposals for 2027 Annual Meeting of Stockholders			36
Adjournments or Postponements			37
Assistance			37
PROPOSAL NO. 1 THE ASSET SALE PROPOSAL			38
The Asset Sale Proposal			38
Vote Required			38
Recommendation of the Board of Directors			38
Information about the Parties			38
Background of the Asset Sale			40
Recommendation of the Board; Reasons for the Asset Sale			48
Business of the Company Following the Asset Sale			52
Opinion of the Company’s Financial Advisor			55
Certain Unaudited Prospective Financial Information			61
Interests of Certain Persons in the Asset Sale			62
Certain U.S. Federal Income Tax Considerations for the Asset Sale			64
Appraisal Rights			65
THE STOCK AND ASSET PURCHASE AGREEMENT			66
ANCILLARY AGREEMENTS			86
Voting Agreement			86
Letter Agreement			86
Buyer Stockholder Agreements Joinder			87
Transition Services Agreement			87
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY			88
IOT BUSINESS UNAUDITED CARVE-OUT FINANCIAL STATEMENTS			95
DESCRIPTION OF THE BUSINESS OF BUYER			102
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BUYER			109
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF BUYER			112
PROPOSAL NO. 2 THE ASSET SALE COMPENSATION PROPOSAL			121
PROPOSAL NO. 3 ELECTION OF DIRECTORS			122
Directors and Nominees			122
Director Independence			125
Board Structure and Board Meetings			125
Committees of the Board of Directors			126

 

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		Page
Policy for Director Recommendations and Nominations			129
Corporate Governance			130
Director Compensation			131
EXECUTIVE COMPENSATION			133
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			144
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			146
PROPOSAL NO. 4 THE NASDAQ PROPOSAL			147
PROPOSAL NO. 5 THE SAY ON PAY PROPOSAL			150
PROPOSAL NO. 6 THE AUDITOR RATIFICATION PROPOSAL			151
PROPOSAL NO. 7 THE ADJOURNMENT PROPOSAL			153
WHERE YOU CAN FIND MORE INFORMATION			155
OTHER MATTERS			156

 

ANNEX A		STOCK AND ASSET PURCHASE AGREEMENT DATED JUNE 24, 2026 BY AND BETWEEN THE COMPANY AND BUYER			A-1
ANNEX B		OPINION OF RAYMOND JAMES & ASSOCIATES, INC. DATED JUNE 24, 2026			B-1

 

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SUMMARY OF THE ASSET SALE

This summary, together with the section of this Proxy Statement entitled “Questions and Answers about the Annual Meeting and the Asset Sale,” highlights selected information from this Proxy Statement and may not contain all of the information that is important to you as a stockholder or that you should consider before voting on the Asset Sale Proposal. To better understand the Asset Sale, you should read carefully this entire Proxy Statement and all of its annexes, including the Agreement (as defined below), which is attached as Annex A, before voting on the Asset Sale Proposal. In addition, we incorporate by reference important business and financial information about the Company in this document and you are encouraged to review all such information incorporated by reference herein. Each item in this summary includes a page reference directing you to a more complete description of that item. You may obtain without charge copies of documents incorporated by reference into this Proxy Statement by following the instructions under “Where You Can Find More Information”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the section entitled “The Stock and Asset Purchase Agreement”.

Information about the Parties (page [●])

Identiv, Inc.

Identiv, Inc.

1900-B Carnegie Avenue

Santa Ana, California 92705

(657) 356-8384

www.identiv.com

Identiv, Inc., a Delaware corporation (“Identiv,” the “Company”, “we,” “us,” or “our”), is a leading provider of radio-frequency identification (“RFID”)- and Bluetooth Low Energy (“BLE”) -enabled Internet of Things (“IoT”) solutions that create digital identities for physical objects, enhancing global connectivity for businesses, people, and the planet. Our mission is to develop specialty RFID and IoT solutions that address our customers’ most significant challenges and create new opportunities for them through the digitization and enhanced connectivity to the IoT. We design, produce, and sell RFID- and BLE-enabled devices, primarily RFID inlays, tags, and labels that can be applied or incorporated into physical objects, providing them with a digital identity and the ability for our customers to track, monitor, authenticate, and engage with consumers. Our IoT inlays, tags, and labels have been integrated into more than two billion applications globally. By digitally enabling physical objects to connect to the cloud or a device reader, we make them more secure, responsive, feature-rich, interactive and customer-connected. RFID powers a wide range of IoT use cases, including product authenticity, customer engagement, enhanced consumer experiences, instrumentation and sensor enabling, brand protection, asset tracking, supply chain management, and tamper detection. For additional information about Identiv and our business, see the section entitled “Where You Can Find More Information”.

Trackonomy Systems, Inc.

Trackonomy Systems, Inc.

214 Devcon Drive

San Jose, California 95112

1-833-TRACKONOMY

www.trackonomy.ai.com

Trackonomy Systems, Inc., a Delaware corporation (“Trackonomy” or “Buyer”), is a leading provider of low-cost, cloud-connected IoT sensors and tracking devices that, together with its Sentient Platform, deliver item-level, real-time visibility, monitoring, and workflow automation for physical assets moving throughout global supply chains and across customer operations. Buyer’s portfolio includes a range of smart labels and

 

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devices — engineered to address varying requirements of cost, durability, communication range, data, and battery life. These products utilize cellular, GPS, RFID, BLE, and other wireless communication and sensor technologies, and are designed to be low-cost and easy to install directly onto a parcel, pallet, container, piece of equipment, or other physical asset. Buyer’s Sentient Platform combines sensor data, distributed (agent-based) intelligence, and configurable business rules to transform this raw physical-world data into structured, actionable intelligence. Customers across multiple industries, including logistics, healthcare, aviation, manufacturing, and government sectors, use Buyer’s platform to enhance chain-of-custody visibility, monitor asset condition, enable predictive maintenance, automate workflow, reduce theft and shrinkage, and improve safety and security monitoring.

Buyer’s strategy is informed by two central beliefs about where its markets are headed. First, Buyer believes AI models and agentic systems are only as useful as the real-world physical data on which they are trained and act, and that most enterprises today lack reliable, real-time, item-level data about the location, condition, and status of their physical assets. Buyer believes it is well positioned to be a primary source of this physical AI data, converting manual operations into a continuous stream of structured, trustworthy inputs that AI systems can use to detect exceptions, predict failures, and automate workflows. As enterprises increasingly deploy AI across logistics, healthcare, industrial, and government operations, Buyer expects demand for accurate, real-time physical-world data to be a significant and growing driver of demand for its solutions. Second, Buyer believes that declining costs for cellular, GPS, and BLE connectivity, together with advances in low-power semiconductor design, will continue to expand the range of objects and use cases where item-level tracking is economically viable.

To capture this opportunity, Buyer intends to build its business around three complementary pillars—Semiconductors, Labels and Tags, and Solutions—allowing customers to engage with Buyer at the level that best fits their needs. Enterprise customers may purchase fully integrated hardware, software, and services, while original equipment manufacturers (“OEMs”), label manufacturers, systems integrators, and other industry participants may purchase semiconductor chips, smart labels, RFID tags, and related products for incorporation into their own offerings. Buyer believes this flexible approach gives customers greater choice in how they deploy smart-object technologies, whether through complete end-to-end solutions or individual components, while creating a more scalable platform for innovation and growth.

In September 2025, Buyer acquired InPlay, Inc. (“InPlay”), a designer of low-cost, ultra-low-power BLE semiconductors, forming the foundation of its Semiconductor pillar. Buyer believes continued innovation at the silicon level will enable lower-cost, lower-power, and higher-performing devices for its own products and those of OEM and other industry customers. Buyer’s Labels and Tags pillar centers on its pending acquisition of Identiv’s BLE and RFID smart label manufacturing business and its existing RFID tag business, providing additional, cost-efficient manufacturing capacity for next-generation smart labels incorporating either InPlay or third-party chips. Buyer’s Solutions pillar remains its traditional business of integrated hardware, software, and services sold directly to enterprise customers.

Founded in 2017, Trackonomy is a pioneer in the battery-powered smart label category. Its products are used worldwide, with its platform monitoring millions of package shipments daily and tracking nearly 15% of the world’s air cargo containers. Trackonomy has raised more than $250 million in capital from investors, including 8VC, Koch Disruptive Technologies, and Kleiner Perkins. Together with its Semiconductors, Labels and Tags, and Solutions pillars, Trackonomy believes this scale and track record position it to be a trusted, category-defining platform for real-time physical-world intelligence.

The contents of the Identiv and Trackonomy websites are not incorporated by reference into, and should not be considered part of, this Proxy Statement.

General Description of the Asset Sale (page [●])

On June 24, 2026, the Company entered into a Stock and Asset Purchase Agreement by and between the Company and Buyer attached as Annex A (the “Agreement”).

 

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Pursuant to the terms of the Agreement, the Company will sell to Buyer its specialty Internet of Things business (the “IoT Business”) through the sale of substantially all of its operating assets, including all outstanding shares of Identiv (Thailand) Co., Ltd, its wholly-owned subsidiary, and $25.0 million in cash, subject to adjustment, in exchange for $50.0 million of shares of Series C Preferred Stock of Buyer (“Buyer Series C Preferred Stock”), at a value of $20.07 per share (the “Purchase Price”), and the assumption of certain liabilities related to the IoT Business (collectively, the “Asset Sale”). Following the closing of the Asset Sale, Buyer will own the “Identiv” tradename and all related intellectual property, and the brand will continue under the stewardship of Buyer.

The Asset Sale, as contemplated by the Agreement, may constitute the sale of substantially all of the assets of the Company under Delaware law. As a result, we are seeking the approval of the Asset Sale Proposal from our stockholders.

As described in these proxy materials, following the completion of the Asset Sale, the Company intends to continue to be a public company operating under a new corporate name to be determined. With respect to the remaining corporate entity, the Company intends to transition to a new business model focused on providing physical AI solutions through the acquisition of targeted compliance software-as-a-service (“SaaS”) businesses in highly regulated industries that the Company believes may benefit from integration with Buyer’s physical AI platform, including the incorporation of BLE- and RFID-enabled physical data (such anticipated business, the “Physical AI Solutions Business”).

For additional information, see the sections of this Proxy Statement entitled “Proposal No. 1 – The Asset Sale Proposal – Business of the Company Following the Asset Sale” beginning on page [●], “Unaudited Pro Forma Condensed Consolidated Financial Information of the Company” beginning on page [●] and “Unaudited Condensed Consolidated Financial Information of Buyer” beginning on page [●].

We encourage you to carefully read in its entirety the Agreement, which is the principal document governing the Asset Sale.

The Annual Meeting (page [●])

The Annual Meeting will be held virtually on [●], [●], 2026, at 11:00 a.m., Pacific Time. At the Annual Meeting, our stockholders will be asked to vote on the following proposals:

 

•

Proposal No. 1 – To approve the sale of our IoT Business to Buyer in exchange for the Purchase Price and the assumption by Buyer of certain liabilities related to the IoT Business pursuant to the Agreement by and between the Company and Buyer (the “Asset Sale Proposal”);

 

•

Proposal No. 2 – To approve certain compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Asset Sale, on a non-binding advisory basis (the “Asset Sale Compensation Proposal”);

 

•

Proposal No. 3 – To elect five director nominees to serve for a one-year term expiring at the annual meeting of stockholders in 2027, to hold office until their respective successors have been elected and qualified, or upon their earlier death, resignation or removal (the “Election of Directors Proposal”);

 

•

Proposal No. 4 – To approve the issuance of more than 19.99% of our shares of common stock issuable upon the conversion of our Series B Preferred Stock for purposes of complying with Nasdaq Listing Rules 5635(b) and (d) (the “Nasdaq Proposal”);

 

•

Proposal No. 5 – To approve the compensation of our named executive officers, on a non-binding advisory basis (the “Say on Pay Proposal”);

 

•

Proposal No. 6 – To ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”); and

 

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•

Proposal No. 7 – To approve the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the Asset Sale Proposal (the “Adjournment Proposal”).

Record Date; Stockholders Entitled to Vote (page [●])

Our Board of Directors has fixed the close of business on [●], 2026 as the record date (the “Record Date”) for the determination of our stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of our common stock, $0.001 par value per share, and Series B non-voting convertible preferred stock, $0.001 par value per share (“Series B Preferred Stock”), on the Record Date may vote at the Annual Meeting. For each share of common stock that you owned on the Record Date, you are entitled to cast one vote on each matter voted upon at the Annual Meeting. If you are a holder of Series B Preferred Stock, you are entitled to vote on the Asset Sale Proposal by casting the number of votes equal to the number of whole shares of common stock into which your shares of Series B Preferred Stock are convertible as of the Record Date, inclusive of accrued dividends on your shares of Series B Preferred Stock. The conversion rate of a share of Series B Preferred Stock is [●].

Shares Outstanding (page [●])

On the Record Date, [●] shares of the Company’s common stock (without giving effect to the conversion of the Series B Preferred Stock) were outstanding and entitled to vote at the Annual Meeting and 5,000,000 shares of Series B Preferred Stock, convertible into [●] shares of common stock, were outstanding and entitled to vote at the Annual Meeting. Our common stock is listed on the Nasdaq Capital Market under the symbol INVE.

Quorum and Vote Required (page [●])

The holders of a majority of the voting power of our capital stock issued and outstanding and entitled to vote at the Annual Meeting (including the Series B Preferred Stock voting on an as-converted basis), present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present at the Annual Meeting, we expect that the Annual Meeting will be adjourned to allow for the solicitation of additional proxies. Shares which abstain from voting as to a particular matter and shares held in “street name” by brokers, banks or other nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter (“broker non-votes”) will be counted for purposes of determining whether a quorum is present for the transaction of business.

You may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting on, the Asset Sale Proposal. Approval of the Asset Sale Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of common stock and Series B Preferred Stock voting together as a single class (the Series B Preferred Stock voting on an as-converted basis), present in person or by proxy and entitled to vote thereon at the Annual Meeting (the “Required Stockholder Approval”). Because the vote on the Asset Sale Proposal is based on the total number of shares outstanding, rather than the number of actual votes cast, abstentions and “broker non-votes” will have the same effect as voting “AGAINST” the approval of the Asset Sale Proposal.

You may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting on, each of the Asset Sale Compensation Proposal and the Adjournment Proposal. Each of these proposals will be approved if a majority of the votes cast affirmatively or negatively vote in favor of the proposal, meaning the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST,” whether or not a quorum is present. Neither abstentions nor broker non-votes are treated as votes cast and therefore will have no effect upon the outcome of voting with respect to any of these proposals.

The vote regarding the Asset Sale Compensation Proposal is an advisory vote, and therefore, is not binding on the Company. Since compensation and benefits that may be paid or provided are based on contractual

 

4

arrangements with the executive officers, the outcome of this advisory vote will not affect the obligation to make these payments and these payments may still be made even if our stockholders do not approve the Asset Sale Compensation Proposal.

Shares Owned by Our Directors and Executive Officers (page [●])

As of the Record Date, our current directors and executive officers were entitled to vote an aggregate of [●] shares of common stock, or approximately [●]% of common stock outstanding on that date. These numbers do not include the shares of common stock which are convertible from the Series B Preferred Stock and do not give effect to any outstanding stock options, restricted stock units (“RSUs”), or performance stock units (“PSUs”), none of which are entitled to vote at the Annual Meeting. We currently expect that all of our directors and executive officers will vote their shares in favor of each proposal being submitted to a vote of our stockholders at the Annual Meeting, although none of them has entered into any agreement obligating them to do so.

Recommendation of the Board; Reasons for the Asset Sale (page [●])

The Board of Directors recommends that you vote “FOR” the Asset Sale Proposal, “FOR” the Asset Sale Compensation Proposal and “FOR” the Adjournment Proposal.

In reaching its decision to approve the Asset Sale and the transactions contemplated by the Agreement and to recommend the approval of the Asset Sale Proposal, the Asset Sale Compensation Proposal, and the Adjournment Proposal to our stockholders, the Board of Directors consulted with our management, as well as our legal and financial advisors, and considered the opinion of Raymond James & Associates, Inc. (“Raymond James”) as to the fairness, from a financial point of view, to the Company of $25.0 million of the Purchase Price (the “Net Purchase Price”) to be received by the Company for the sale of the Purchased Assets (other than the Purchased Cash) in the Asset Sale, the terms of the proposed Agreement and the transactions set forth in the Agreement, as well as other alternative transactions, including contacts and discussions with other potential acquirers.

The Board of Directors’ reasons for approving the Asset Sale and the transactions contemplated by the Agreement; certain factors the Board of Directors considered in its deliberations in approving Agreement, the Asset Sale and the transactions contemplated by the Agreement, including the fairness opinion of Raymond James; and the Board of Directors’ recommendation to our stockholders are further discussed in the sections of this Proxy Statement entitled “Proposal No. 1 – The Asset Sale Proposal – Recommendation of the Board; Reasons for the Asset Sale” beginning on page [●] and “Proposal No. 1 – The Asset Sale Proposal – Opinion of the Company’s Financial Advisor” beginning on page [●].

Opinion of the Company’s Financial Advisor (page [●] and Annex B)

At the June 24, 2026 meeting of the Board of Directors, representatives of Raymond James rendered Raymond James’s opinion, subsequently confirmed in writing and dated June 24, 2026, to the Board of Directors (in its capacity as such), as to the fairness, as of such date, from a financial point of view, to the Company of the Net Purchase Price to be received by the Company for the sale of the Purchased Assets (other than the Purchased Cash) pursuant to the Agreement, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, dated June 24, 2026, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Raymond James was engaged to render financial advisory services and its opinion to the Company in connection with the transaction. Pursuant to an engagement letter

 

5

between the Company and Raymond James, the Company has agreed to pay Raymond James a fee of $2,250,000, in addition to $350,000 for the opinion, which became payable upon delivery of the fairness opinion, and the remainder of which is contingent upon consummation of the transaction.

The summary of the opinion is qualified in its entirety by reference to the full text of the opinion. Neither the Raymond James opinion nor the summary of its opinion and the related analyses set forth in this Proxy Statement is intended to be or constitute advice or a recommendation to the Board of Directors or any Company stockholder regarding how said stockholder should vote with respect to the transaction. The opinion of Raymond James speaks only as of the date of the opinion and does not reflect any developments that may occur or may have occurred after the date of its opinion and prior to the completion of the transaction.

The Stock and Asset Purchase Agreement (page [●])

Consideration

As consideration for the Asset Sale, Buyer will issue to the Company the Buyer Series C Shares, in a number equal to $50.0 million divided by $20.07 per share, and assume the Assumed Liabilities.

Conditions to Completion of the Asset Sale

The consummation of the Asset Sale is subject to the satisfaction or waiver, to the extent permitted by applicable law, of various conditions, including (i) the receipt of the Required Stockholder Approval of the Asset Sale Proposal, (ii) the absence of any order or law enjoining, restraining, prohibiting or making illegal the consummation of the Asset Sale, (iii) the absence of any pending or overtly threatened legal proceeding challenging or seeking to restrain or prohibit the consummation of the Asset Sale, (iv) each party’s representations and warranties being true and correct to the applicable specified standard as of the date of the Agreement and as of the closing of the Asset Sale, (v) each party’s material compliance with covenants required to be performed or complied with prior to or on the closing of the Asset Sale, (vi) Buyer’s receipt of the Seller Closing Certificate and Seller’s receipt of the Buyer Closing Certificate, (vii) delivery of the stock certificate representing the Buyer Series C Shares, (viii) delivery of the ancillary agreements, (ix) delivery of the Purchased Assets and the Purchased Cash, and (x) 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 Buyer Series C Preferred Stock.

No Solicitation

From and after the date of the Agreement until the earlier of the Closing or the valid termination of the Agreement in accordance with its terms, the Company will not, and will cause each of its subsidiaries and direct and use reasonable best efforts to cause each of its and their respective representatives, to not, directly or through another person:

 

•

solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiry, discussions or requests regarding, or the communication, making, submission or announcement of any proposal, inquiry or offer that constitutes, or that would reasonably be expected to lead to, an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (an “Acquisition Inquiry”);

 

•

enter into, continue or otherwise participate in any discussions or negotiations with any person regarding any Acquisition Proposal or Acquisition Inquiry;

 

•

furnish to any person (other than Buyer and its representatives) any information concerning the Company or its subsidiaries in connection with or in furtherance of any Acquisition Proposal or Acquisition Inquiry;

 

6

•

approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, joint venture agreement, or other similar agreement relating to any Acquisition Proposal or Acquisition Inquiry (other than an Acceptable Confidentiality Agreement); or

 

•

grant any waiver or release under any standstill agreement or any provision of any confidentiality agreement.

Conduct of the Company Pending Closing

Until closing, the Company and its controlled affiliates are required to:

 

•

conduct the IoT Business in the ordinary course of business;

 

•

use reasonable best efforts to preserve substantially intact its current IoT Business organization, operations and franchise, to keep available the services of its current officers and employees, and to preserve present relationships with customers, suppliers, distributors, licensors, licensees, and other persons having relationships with the IoT Business; and

 

•

conduct the IoT Business in compliance with all applicable legal requirements and contracts.

In addition, the Company and its controlled affiliates may not acquire or dispose of any Purchased Assets or any material asset or cancellation of any material debt or claim with respect to the IoT Business other than in the ordinary course of business or engage in certain other specified actions with respect to the IoT Business, including, among other things, making capital expenditures in excess of a specified amount, making a change in accounting methods or practices, amending or terminating material contracts, making certain changes in employee compensation, benefits or bonuses, hiring or terminating certain employees, settling claims in excess of a specified amount, or granting equity incentive awards to IoT Business Employees. The conduct of the Company pending the closing of the Asset Sale discussed in more detail in the section entitled “The Stock and Asset Purchase Agreement – Covenants and Agreements” beginning on page [●] of this Proxy Statement.

Non-Solicitation of Employees

Subject to certain exceptions set forth in the Agreement, the Company has agreed that for a period of two years following the closing date of the Asset Sale, it shall not, and shall cause its affiliates and its and their respective officers, directors, employees and agents acting on its behalf not to, directly or indirectly, hire, recruit, solicit, or induce any IoT Business Employee to terminate his or her employment with Buyer or any of its affiliates.

Termination of the Agreement

The Agreement may be terminated at any time prior to the completion of the Asset Sale, before or after the Required Stockholder Approval is obtained (except as expressly noted otherwise), as follows:

 

•

by the mutual written consent of the Company and Buyer; or

 

•

by Buyer:

 

•

prior to the Required Stockholder Approval, if an Adverse Recommendation Change has occurred;

 

•

if the Company has committed a material breach of any representation, warranty, covenant, or agreement set forth in the Agreement that would cause the applicable closing conditions not to be satisfied and such breach is not cured within 15 calendar days after written notice thereof; provided that this right is not available if Buyer is then in material breach of the Agreement; or

 

7

•

if (i) the Mutual Closing Conditions and Buyer Closing Conditions have been satisfied, (ii) Buyer has indicated in writing that it is ready, willing, and able to consummate the Closing, (iii) the Company fails to consummate the Closing within four business days after the date on which the Closing should have occurred (or by the Outside Date, if sooner), and (iv) Buyer stood ready, willing, and able to close during such period; or

 

•

by the Company:

 

•

if Buyer has committed a material breach of any representation, warranty, covenant, or agreement set forth in the Agreement that would cause the applicable closing conditions not to be satisfied and such breach is not cured within 15 calendar days after written notice thereof; provided that this right is not available if the Company is then in material breach of the Agreement;

 

•

to enter into an acquisition agreement with respect to a Superior Proposal, subject to compliance in all material respects with the no-solicitation provisions of the Agreement and the concurrent payment of the Seller Termination Fee; or

 

•

if (i) the Mutual Closing Conditions and Company Closing Conditions have been satisfied, (ii) the Company has indicated in writing that it is ready, willing, and able to consummate the Closing, (iii) Buyer fails to consummate the Closing within four business days after the date on which the Closing should have occurred (or by the Outside Date, if sooner), and (iv) the Company stood ready, willing, and able to close during such period; or

 

•

by the Company or Buyer:

 

•

if the Asset Sale has not been consummated by the Outside Date; provided that this right is not available to a party whose breach of the Agreement caused the failure to consummate the Asset Sale by such date;

 

•

if any governmental authority has issued a final, non-appealable order, decree, or ruling permanently prohibiting or enjoining the Asset Sale; provided that this right is not available to a party whose breach of the Agreement caused such issuance or action; or

 

•

the Seller Stockholder Matters have not been approved at the Stockholder Meeting (including any final adjournment or postponement thereof).

Termination Fee

Under certain circumstances, the Company may be required to pay the Buyer a termination fee of $750,000 in connection with a termination of the Agreement.

Interests of Certain Persons in the Asset Sale (page [●])

In considering the recommendation of our Board of Directors that the stockholders vote to approve the Asset Sale Proposal, stockholders should be aware that some of our directors and executive officers may have interests in the Asset Sale that are different from, or in addition to, the interests of our stockholders generally.

These interests include potential payments to, and the vesting of RSUs held by, our executive officers pursuant to the terms of agreements we previously entered into with those officers. For more information on the severance and change in control agreements that we have entered into with our named executive officers, see the section entitled “Executive Compensation – Summary Compensation Table – Potential Payments upon Termination or Change in Control”.

Pursuant to the terms of the Agreement, each equity award, including each RSU award, that is held by an employee of the IoT Business who remains employed by the Company (or an affiliate) through the closing of the Asset Sale and who, effective as of immediately following the Asset Sale, becomes an employee of Buyer (or an

 

8

affiliate of Buyer or who remains an employee of the Acquired Entity) (the “Transferred Employees”) will vest effective as of immediately prior to the closing of the Asset Sale. In addition, effective as of immediately prior to the closing of the Asset Sale, the Board of Directors has determined that it is in the best interests of the Company and its stockholders to accelerate the vesting of each RSU that is held by an employee of the Company (or an affiliate) as of the date closing of the Asset Sale. RSUs held by our non-employee directors will remain outstanding and continue to vest according to their terms. For more information regarding compensation, including RSUs, that has been paid or granted to our directors, see the section entitled “Proposal No. 3 – Election of Directors Proposal – Director Compensation”.

These interests are discussed in more detail in the section entitled “Proposal No. 1 – The Asset Sale Proposal – Interests of Certain Persons in the Asset Sale” beginning on page [●] of this Proxy Statement. The members of our Board of Directors were aware of the different or additional interests described in such section and considered these interests, among other matters, in evaluating and negotiating the Agreement and the Asset Sale, and in recommending to our stockholders that the Asset Sale be approved.

Certain U.S. Federal Income Tax Considerations for the Asset Sale (page [●])

If consummated, the Asset Sale will be a taxable transaction to the Company. It is anticipated that the Company will utilize its existing tax attributes to reduce substantially the amount of U.S. federal income tax from the Asset Sale, even taking into account limitations on the Company’s use of tax attributes under, for example, the “change in ownership” rules of section 382 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. federal income tax legislation informally known as the Tax Cuts and Jobs Act. The determination of whether and to what extent the Company’s tax attributes will be available, however, is highly complex and is based in part upon facts that will not be known until after completion of the Asset Sale and close of the Company’s taxable year in which the Asset Sale occurs. The Asset Sale will not be taxable to holders of Company stock.

See the section entitled “Proposal No. 1 – The Asset Sale Proposal – Certain U.S. Federal Income Tax Considerations for the Asset Sale” beginning on page [●] of this Proxy Statement for a more complete discussion of the U.S. federal income tax applicable to the Asset Sale. You should consult your tax advisor for a complete analysis of the U.S. federal, state, local or foreign tax consequences of the Asset Sale.

Appraisal Rights (page [●])

Under Delaware law, our stockholders are not entitled to appraisal rights in connection with the Asset Sale.

Voting Agreement (page [●])

Concurrently with the execution of the Agreement, Buyer, the Company, and certain funds affiliated with Bleichroeder LP (collectively, the “Bleichroeder Holders”) entered into that certain voting and support Agreement (the “Voting Agreement”), pursuant to which each Bleichroeder Holder has agreed to vote all of its Covered Shares, (i) in favor of the Asset Sale and the approval of the Seller Stockholder Matters, (ii) in favor of any proposals to adjourn or postpone the Stockholder Meeting, (iii) against any action, agreement, or transaction that would constitute a breach of the Agreement, (iv) against any action, agreement, or transaction that would reasonably be expected to prevent or delay the consummation of the Asset Sale, and (v) against any Acquisition Proposal. The “Covered Shares” subject to the Voting Agreement include shares of common stock and shares of Series B Preferred Stock of the Company (on an as-converted basis in accordance with the Certificate of Designation) held by the Bleichroeder Holders and any such shares acquired or received by them during the term of the Voting Agreement. In addition, each Bleichroeder Holder has granted to Buyer an irrevocable proxy (coupled with an interest) to vote the Covered Shares in accordance with the Voting Agreement. As of [●], 2026, an aggregate of [2,884,495] shares of the Company’s common stock and 5,000,000 shares of the Series B Preferred Stock, constituting approximately [12]% of the outstanding shares of common stock and 100% of the

 

9

outstanding shares of the Series B Preferred Stock, are subject to the Voting Agreement. As a result, the shares of Series B Preferred Stock represent approximately [●] of the total shares of the Company’s common stock and common stock equivalents eligible to vote on the Asset Sale Proposal. With respect to the vote on the Asset Sale Proposal, the Covered Shares represent approximately [●]% of the shares eligible to vote thereon.

The Voting Agreement shall terminate upon the earliest to occur of: (i) the conclusion of the Stockholders Meeting at which the vote contemplated by the Voting Agreement has occurred and the Covered Shares have been voted in accordance with the Voting Agreement, (ii) the valid termination of the Agreement in accordance with its terms, and (iii) the mutual written agreement of the parties to the Voting Agreement.

Letter Agreement (page [●])

At the Closing, the Company will execute and deliver a letter agreement (the “Letter Agreement”), substantially in the form attached as an exhibit to the Agreement, governing certain rights of the Company as holder of the Buyer Series C Shares. The contemplated Letter Agreement will provide the Company with a non-voting board observer right, subject to customary limitations, including exclusions to preserve privilege, protect third-party confidential information or address conflicts of interest. The observer right will terminate if the Company ceases to hold at least 1,868,460 Buyer Series C Shares, upon certain public offering events, or upon certain uncured material confidentiality breaches. The Letter Agreement will also provide that the Company will not initially be treated as a competitor of Buyer for purposes of retaining certain pro rata and transfer rights, and that the Company will be treated as a “Major Investor” for certain purposes under Buyer’s investors’ rights agreement so long as it holds at least 1,000,000 Buyer Series C Shares. In addition, the Letter Agreement will permit certain transfers of Buyer Series C Shares to a liquidating trust or other permitted transferees, subject to specified conditions, and restrict the Company’s public disclosure of confidential information concerning Buyer without Buyer’s prior written consent, subject to limited exceptions for legally required disclosure.

Buyer Stockholder Agreements Joinder (page [●])

At the Closing, the Company will execute and deliver a joinder to the Buyer Stockholder Agreements (the “Buyer Stockholder Agreements Joinder”), pursuant to which the Company will become a party to the Investors’ Rights Agreement and Voting Agreement among Buyer and certain of its stockholders.

Transition Services Agreement (page [●])

Prior to the Closing, the Company and Buyer have agreed to negotiate in good faith a transition services agreement (the “Transition Services Agreement”), consistent in all material respects with the summary of terms attached as an exhibit to the Agreement. Under the contemplated Transition Services Agreement, each party may request certain transition services and/or access to systems from the other party after Closing. The summary of terms also provides for commercially reasonable service levels, fee abatement for material service failures, cooperation to obtain required third-party consents and alternative arrangements if required consents are not obtained. Neither party shall unreasonably withhold, condition, or delay its agreement to the Transition Services Agreement, and the failure of the parties to agree on immaterial terms shall not prevent the Closing from occurring.

 

10

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE ASSET SALE

The following questions and answers briefly address some questions you may have regarding the Annual Meeting and the Asset Sale. These questions and answers may not address all questions that may be important to you as a stockholder of Identiv, Inc. Please refer to the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents referred to in this Proxy Statement. We encourage you to read this Proxy Statement, including the annexes, in its entirety because it explains the proposals to be voted on at the Annual Meeting, the proposed Asset Sale, the documents related to the Asset Sale, and other related matters. In this Proxy Statement, the terms “Company,” “we,” “our,” “us” and “Identiv” refer to Identiv, Inc. We refer to Trackonomy Systems, Inc as “Buyer.”

Questions Related to the Annual Meeting

 

Q:

Why am I receiving this Proxy Statement and proxy card?

 

A:

You are receiving this Proxy Statement and proxy card because, as of [●], 2026, the Record Date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting, you owned shares of our common stock, $0.001 par value per share, and/or or you owned shares of our Series B Preferred Stock. Our Board of Directors is providing this Proxy Statement to give you information for use in determining how to vote on the Asset Sale Proposal and other proposals submitted to our stockholders at the Annual Meeting. You should read this Proxy Statement and the annexes attached hereto carefully. The enclosed proxy card and voting instruction form allow you, as our stockholder, to have your shares voted at the Annual Meeting without attending the Annual Meeting. Your proxy is being solicited on behalf of the Board of Directors.

Your vote is very important. If you do not vote or do not instruct your broker, bank or other nominee how to vote, it will have the same effect as voting “AGAINST” the Asset Sale Proposal. We encourage you to submit your proxy as soon as possible.

 

Q:

What are stockholders being asked to vote on and why is this approval necessary?

 

A:

Stockholders are being asked to vote on the following proposals:

 

•

Proposal No. 1 – The Asset Sale Proposal;

 

•

Proposal No. 2 – The Asset Sale Compensation Proposal;

 

•

Proposal No. 3 – The Election of Directors Proposal;

 

•

Proposal No. 4 – The Nasdaq Proposal;

 

•

Proposal No. 5 – The Say on Pay Proposal;

 

•

Proposal No. 6 – The Auditor Ratification Proposal; and

 

•

Proposal No. 7 – The Adjournment Proposal.

The Board of Directors recommends that you vote “FOR” Proposal Nos. 1, 2, 4, 5, 6 and 7, and “FOR” each of the director nominees in Proposal No. 3, as more fully described in this Proxy Statement. Stockholder approval of the Asset Sale Proposal is required for the completion of the Asset Sale. The effectiveness of the payment of any compensation to our named executive officers pursuant to the Asset Sale Compensation Proposal is conditioned upon the consummation of the Asset Sale. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the Proxy Statement. Stockholder approval on each of the Asset Sale Compensation Proposal, the Say on Pay Proposal, and the Auditor Ratification Proposal is advisory and therefore is not binding on the Company, the Board of Directors, or any committees of the Board of Directors.

 

Q:

What do I need to do now?

 

A:

After carefully reading and considering the information contained in this Proxy Statement, please vote your shares of Company stock as soon as possible so that your shares will be represented at the Annual

 

11

Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form if your shares are held in “street name” through your broker, bank or other nominee.

 

Q:

How do I cast my vote?

 

A:

Before you vote, you should read this Proxy Statement in its entirety, including its annexes, and carefully consider how the Asset Sale affects you after consulting with your legal, tax, accounting, financial and other advisors.

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company LLC, you are considered the “stockholder of record” with respect to those shares. Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/INVE2026 and using the 16-digit control number included in your proxy materials. If you have already voted previously by Internet, telephone or mail, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.

You may vote by proxy as follows:

 

•

Internet. You may submit a proxy over the Internet by following the instructions provided on the proxy materials.

 

•

Telephone. You may submit a proxy over the telephone by following the instructions provided in the proxy materials.

 

•

Mail. You may submit a proxy by mail by completing, signing and returning the proxy card in the prepaid and addressed envelope included with the proxy materials.

Proxies submitted via the Internet or over the telephone must be received by 11:59 p.m., Eastern Time on [●], 2026.

Stockholders are urged to specify their choices on the proxy they submit by Internet, telephone or mail. If you submit a proxy, but do not specify how you want to vote on a proposal, in the absence of contrary instructions, the shares represented by such proxy will be voted as the Board of Directors recommends on each proposal and the persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their judgment. Stockholder votes will be tabulated by a representative of Broadridge Financial Solutions, Inc.

If you hold your shares in “street name” through a broker, bank or other nominee rather than directly in your own name, you are considered the “beneficial owner” of shares held in street name. Your broker, bank or other nominee will provide instructions on how to vote the shares beneficially owned by you. Because a beneficial owner is not a stockholder of record, you may not vote these shares at the Annual Meeting unless you obtain a legal proxy giving you the right to vote those shares at the virtual Annual Meeting. If you wish to attend the virtual Annual Meeting and vote, you will need to contact your broker, bank or other nominee to obtain a legal proxy.

Brokers, banks, and other nominees are entitled to vote shares held for a beneficial holder on routine matters, such as the Auditor Ratification Proposal and the Adjournment Proposal, without instructions from the beneficial holder of those shares, but, absent instructions from the beneficial holders of such shares, they are not entitled to vote shares held for a beneficial holder on non-routine matters, such as the Asset Sale Proposal, the Asset Sale Compensation Proposal, the Election of Directors Proposal, the Nasdaq Proposal and the Say on Pay Proposal. Consequently, if you do not give your broker, bank or other nominee specific instructions, your shares may not be voted on the non-routine matters. Please promptly instruct your broker, bank or other nominee so your vote can be counted on all proposals.

 

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Q:

When and where is the Annual Meeting?

 

A:

The Annual Meeting will be held virtually on [●], [●], 2026, at 11:00 a.m., Pacific Time. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/INVE2026 and using the 16-digit control number included in your proxy materials.

 

Q:

Who can vote or submit a proxy to vote and attend the Annual Meeting?

 

A:

All holders of record of common stock and Series B Preferred Stock as of the close of business on the Record Date are entitled to receive notice of, and to attend and vote or submit a proxy to vote at, the Annual Meeting. If your shares are held of record in an account at a brokerage firm, bank or other nominee, such firm, bank or other nominee will forward the proxy materials to you with a voting instruction form explaining how to vote your shares. If you want to attend the Annual Meeting and your shares are held in “street name” through your broker, bank or other nominee, then you must bring to the Annual Meeting a legal proxy from the record holder of the shares (your broker, bank or other nominee) authorizing you to vote at the Annual Meeting.

 

Q:

How does the Board of Directors recommend that I vote?

 

A:

The Board of Directors recommends that you vote:

 

•

“FOR” the Asset Sale Proposal;

 

•

“FOR” the Asset Sale Compensation Proposal;

 

•

“FOR” each of the individuals nominated for election in the Election of Directors Proposal;

 

•

“FOR” the Nasdaq Proposal;

 

•

“FOR” the Say on Pay Proposal;

 

•

“FOR” the Auditor Ratification Proposal; and

 

•

“FOR” the Adjournment Proposal, if necessary or appropriate.

 

Q:

What vote is required to approve each proposal?

 

A:

The following sets forth the votes that are required to approve each of the proposals:

 

Proposal		Vote Required
1 – Asset Sale Proposal		Affirmative vote of the holders of a majority of the outstanding shares of common stock and Series B Preferred Stock voting together as a single class (the Series B Preferred Stock voting on an as-converted basis), present in person or by proxy and entitled to vote.
2 – Asset Sale Compensation Proposal		Affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on the proposal in person or by proxy.
3 – Election of Directors Proposal		Affirmative vote of a plurality of the votes cast. Nominees receiving the highest number of “FOR” votes cast will be elected.
4 – Nasdaq Proposal		Affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on the proposal in person or by proxy.
5 – Say on Pay Proposal		Affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on the proposal in person or by proxy.
6 – Auditor Ratification Proposal		Affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on the proposal in person or by proxy.

 

13

Proposal		Vote Required
7 – Adjournment Proposal		Affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on the proposal in person or by proxy.

 

Q:

How many votes am I entitled to cast for each share of common stock I own?

 

A:

For each share of common stock that you owned on the Record Date, you are entitled to cast one vote on each matter to be voted upon at the Annual Meeting. As of the Record Date, there were [●] shares of common stock outstanding and entitled to vote (without giving effect to the conversion of the Series B Preferred Stock).

 

Q:

How many votes am I entitled to cast for each share of Series B Preferred Stock I own and on which matters?

 

A:

If you are a holder of Series B Preferred Stock, you are entitled to vote on the Asset Sale Proposal by casting the number of votes equal to the number of whole shares of common stock into which your shares of Series B Preferred Stock are convertible as of the Record Date, inclusive of accrued dividends on your shares of Series B Preferred Stock. As of the Record Date, 5,000,000 shares of Series B Preferred Stock, convertible into [●] shares of common stock, were outstanding and entitled to vote at the Annual Meeting.

 

Q:

What constitutes a quorum?

 

A:

The holders of a majority of the voting power of our capital stock issued and outstanding and entitled to vote at the Annual Meeting (including the Series B Preferred Stock voting on an as-converted basis), present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (as described below) will be treated as being present at the Annual Meeting for purposes of establishing a quorum for the transaction of business.

 

Q:

What will happen if I abstain from voting, withhold my vote, or fail to vote on the proposals or instruct my broker, bank or other nominee to vote on the proposals?

 

A:

If you indicate on your proxy that you abstain from voting on a proposal, it will have the same effect as a vote against the Asset Sale Proposal. If you fail to cast your vote, in person or by proxy, or fail to give voting instructions to your broker, bank or other nominee, it will have the same effect as a vote against the Asset Sale Proposal. Neither abstentions nor broker non-votes will have any effect upon the outcome of voting with respect to the Asset Sale Compensation Proposal, the Nasdaq Proposal, the Say on Pay Proposal, the Auditor Ratification Proposal, or the Adjournment Proposal, which each requires a majority of the votes cast affirmatively or negatively. Abstentions and broker non-votes will not have any effect upon the outcome of voting with respect to the Election of Directors Proposal, pursuant to which the director nominees receiving the highest number of “FOR” votes cast will be elected. If any director nominee receives a greater number of “WITHHOLD” votes than “FOR” votes, our Corporate Governance Guidelines require such individual to promptly tender their resignation for the Board’s consideration.

 

Q:

When should I submit my proxy?

 

A:

You should submit your proxy as soon as possible so that your shares will be voted at the Annual Meeting.

 

Q:

Can I change my vote after I have delivered my proxy?

 

A:

Yes. If you were a stockholder of record on the Record Date, you may revoke your proxy and change your vote, unless otherwise noted in this Proxy Statement, at any time before your proxy is voted at the Annual Meeting by:

 

•

delivering to our Secretary a written notice of revocation (written revocations may be sent to Identiv, Inc., Attn: Secretary, Identiv, Inc., 1900-B Carnegie Avenue, Santa Ana, CA 92705);

 

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•

signing another proxy card bearing a later date and returning it to us prior to the Annual Meeting;

 

•

submitting a new proxy via the Internet or over the telephone after the date of your earlier submitted proxy; or

 

•

attending the virtual Annual Meeting and voting thereat.

 

•

Attendance at the virtual Annual Meeting, however, will not by itself revoke a proxy previously delivered to us.

 

•

If you are a beneficial owner of shares held in street name, you should contact your bank, broker or other nominee for instructions regarding how to change your vote.

 

Q:

What is “householding” and how does it affect me?

 

A:

We have adopted a process for mailing our proxy materials called “householding” which has been approved by the Securities and Exchange Commission (the “SEC”). Householding means that stockholders who share the same address will receive only one copy of our proxy materials, unless we receive contrary instructions from any stockholder at that address. We will continue to mail separate proxy cards to each stockholder of record.

If you are a stockholder of record at a shared address to which a single copy of proxy materials was delivered and you prefer to receive multiple copies of our proxy materials at the same address, additional copies will be provided to you upon request. For future deliveries, stockholders who share a single address can request a separate copy of the Company’s proxy materials. Similarly, if multiple copies of the proxy materials are being delivered to a single address, you can request a single copy of the proxy materials for future deliveries. To make a request, please contact us by writing to Identiv, Inc., Attn: Secretary, Identiv, Inc., 1900-B Carnegie Avenue, Santa Ana, CA 92705, or by calling (949) 574-3860. We have undertaken householding to reduce paper waste, printing costs and postage fees, and we encourage you to participate.

If you are a beneficial owner, you may request additional copies of our proxy materials or you may request householding by notifying your broker, bank or other nominee.

 

Q:

What should I do if I receive more than one set of proxy materials?

 

A:

You may receive more than one set of proxy materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a record holder and your shares are registered in more than one name, you will receive more than one proxy card.

In order to ensure that all of your shares are voted at the Annual Meeting, please complete, sign, date and return each proxy card and voting instruction form that you receive.

 

Q:

What happens if I sell my shares of Company stock after the Record Date but before the Annual Meeting?

 

A:

The Record Date for stockholders entitled to vote at the Annual Meeting is earlier than both the date of the Annual Meeting and the consummation of the Asset Sale. If you transfer your shares of Company stock after the Record Date but before the Annual Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies the Company in writing of such special arrangements, you will retain your right to vote such shares at the Annual Meeting.

Questions Related to the Asset Sale

 

Q:

What is the Asset Sale?

 

A:

On June 24, 2026, we entered into the Agreement with Buyer. Pursuant to the terms of the Agreement, the Company will, subject to the satisfaction of certain conditions, sell to Buyer its IoT Business in

 

15

exchange for the Purchase Price and the assumption by Buyer of certain liabilities related to the IoT Business.

The Asset Sale, as contemplated by the Agreement, may constitute the sale of substantially all of the assets of the Company under Delaware law. As a result, we are seeking the approval of the Asset Sale Proposal from our stockholders. In order to complete the Asset Sale, our stockholders must approve the Asset Sale Proposal.

 

Q:

How will the Asset Sale affect the Company’s remaining business?

 

A:

Following the completion of the Asset Sale, the Company intends to continue to be a public company operating under a new corporate name to be determined. With respect to the remaining corporate entity, the Company intends to transition to the Physical AI Solutions Business, a new business model focused on providing physical AI solutions through the acquisition of targeted compliance SaaS businesses in highly regulated industries that the Company believes may benefit from integration with Buyer’s physical AI platform, including the incorporation of BLE- and RFID-enabled physical data.

For additional information, see the sections of this Proxy Statement entitled “Proposal No. 1 – The Asset Sale Proposal – Business of the Company Following the Asset Sale” beginning on page [●], “Unaudited Pro Forma Condensed Consolidated Financial Information of the Company” beginning on page [●] and “Unaudited Pro Forma Condensed Consolidated Financial Information of the Company” beginning on page [●].

 

Q:

Are there risks related to the Asset Sale?

 

A:

Yes. You should carefully review the section entitled “Risk Factors” beginning on page [●] of this Proxy Statement.

 

Q:

How will the Asset Sale affect outstanding equity awards held by our directors, executive officers and employees?

 

A:

Pursuant to the terms of the Agreement, each equity award, including each RSU award, that is held by an employee of the IoT Business who remains employed by the Company (or an affiliate) through the closing of the Asset Sale and who, effective as of immediately following the Asset Sale, becomes a Transferred Employee, will vest effective as of immediately prior to the closing of the Asset Sale. In addition, effective as of immediately prior to the closing of the Asset Sale, the Board of Directors has determined that it is in the best interests of the Company and its stockholders to accelerate the vesting of each RSU that is held by an employee of the Company (or an affiliate) as of the date closing of the Asset Sale. RSUs held by our non-employee directors will remain outstanding and continue to vest according to their terms.

 

Q:

What is required for the completion of the Asset Sale?

 

A:

The Asset Sale, as contemplated by the Agreement, may constitute the sale of substantially all of the assets of the Company under Delaware law. As a result, we are seeking the approval of the Asset Sale Proposal from our stockholders. Stockholder approval of the Asset Sale Proposal is required for the completion of the Asset Sale. Approval of the Asset Sale Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock and our Series B Preferred Stock voting together as a single class (the Series B Preferred Stock voting on an as-converted basis), present in person or by proxy and entitled to vote at the Annual Meeting. The obligations of the Company and Buyer to complete the Asset Sale are also subject to the satisfaction or waiver of several other conditions as set forth in the Agreement. If you abstain from voting or do not instruct your broker, bank or other nominee how to vote, it will have the same effect as voting “AGAINST” the Asset Sale Proposal.

 

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Q:

When do you expect the Asset Sale to be completed?

 

A:

We are working toward completing the Asset Sale as quickly as possible and expect to complete the Asset Sale in the third or fourth fiscal quarter of 2026, contingent upon receiving the Required Stockholder Approval and satisfaction of the other closing conditions.

 

Q:

Why is the Board of Directors recommending that I vote “FOR” the Asset Sale Proposal?

 

A:

After careful consideration, the Board of Directors determined that the Asset Sale, on the terms and subject to the conditions set forth in the Agreement, is fair to, and in the best interests of, the Company and its stockholders and approved and declared advisable the Asset Sale and the transactions contemplated by the Agreement. In reaching its decision to approve the Asset Sale and the transactions contemplated by the Agreement and, to recommend to our stockholders the approval of the Asset Sale Proposal, the Board of Directors consulted with our management, as well as our legal and financial advisors, and considered the terms of the Agreement. The Board of Directors also considered each of the items set forth under “Proposal No. 1 – The Asset Sale Proposal – Recommendation of the Board; Reasons for the Asset Sale” beginning on page [●] of this Proxy Statement.

 

Q:

Do any of the Company’s directors or executive officers have interests in the Asset Sale that may differ from those of the stockholders?

 

A:

Yes. Some of our directors and executive officers may have interests in the Asset Sale that are different from, or in addition to, the interests of our stockholders. These interests include potential payments to, and the vesting of RSUs and PSUs held by, our executive officers pursuant to the terms of agreements we previously entered into with those officers. For more information on the severance and change in control agreements that we have entered into with our named executive officers, see the section entitled “Executive Compensation – Summary Compensation Table – Potential Payments upon Termination or Change in Control”.

Pursuant to the terms of the Agreement, each equity award, including each RSU award, that is held by an employee of the IoT Business who remains employed by the Company (or an affiliate) through the closing of the Asset Sale and who, effective as of immediately following the Asset Sale, becomes a Transferred Employee, will vest effective as of immediately prior to the closing of the Asset Sale. In addition, effective as of immediately prior to the closing of the Asset Sale, the Board of Directors has determined that it is in the best interests of the Company and its stockholders to accelerate the vesting of each RSU that is held by an employee of the Company (or an affiliate) as of the date closing of the Asset Sale. RSUs held by our non-employee directors will remain outstanding and continue to vest according to their terms. For more information regarding compensation, including RSUs, that has been paid or granted to our directors, see the section entitled “Proposal No. 3 – Election of Directors Proposal – Director Compensation”.

These interests are discussed in more detail in the section entitled “Proposal No. 1 – The Asset Sale Proposal – Interests of Certain Persons in the Asset Sale” beginning on page [●] of this Proxy Statement. The members of our Board of Directors were aware of the different or additional interests described in such section and considered these interests, among other matters, in evaluating and negotiating the Agreement and the Asset Sale, and in recommending to our stockholders that the Asset Sale be approved.

 

Q:

Why are our stockholders being asked to cast an advisory, non-binding vote to approve the compensation that has, will or may be paid or become payable to our named executive officers in connection with the Asset Sale?

 

A:

Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), and the applicable SEC rules thereunder, which were implemented as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, require us to seek an advisory, non-binding vote with respect to the compensation that has, will or may be paid or become payable to our named executive officers in

 

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connection with the Asset Sale. The Asset Sale Compensation Proposal is intended to satisfy this requirement. See the section entitled “Proposal No. 2 – The Asset Sale Compensation Proposal” beginning on page [●] of this Proxy Statement for additional information.

 

Q:

What will happen if the holders of shares of our common stock do not approve the Asset Sale Compensation Proposal?

 

A:

The vote to approve the Asset Sale Compensation Proposal is a vote separate and apart from the vote to approve the Asset Sale Proposal. Approval of the Asset Sale Compensation Proposal is not a condition to completion of the Asset Sale and is advisory in nature only, meaning that it will not be binding on us. Accordingly, if our stockholders approve the Asset Sale Proposal and the Asset Sale is consummated, the compensation that is based on or otherwise relates to the Asset Sale will or may be payable to our named executive officers in accordance with the terms of the underlying compensation agreements and arrangements, even if this proposal is not approved.

 

Q:

Are there appraisal rights in connection with the Asset Sale?

 

A:

No. Under Delaware law, our stockholders are not entitled to appraisal rights in connection with the Asset Sale.

 

Q:

What are the tax consequences of the Asset Sale?

 

A:

If consummated, the Asset Sale will be a taxable transaction to the Company. It is anticipated that the Company will utilize its existing tax attributes to reduce substantially the amount of U.S. federal income tax from the Asset Sale, even taking into account limitations on the Company’s use of tax attributes under, for example, the “change in ownership” rules of section 382 of the Code and U.S. federal income tax legislation informally known as the Tax Cuts and Jobs Act. The determination of whether and to what extent the Company’s tax attributes will be available, however, is highly complex and is based in part upon facts that will not be known until after completion of the Asset Sale and close of the Company’s taxable year in which the Asset Sale occurs. The Asset Sale will not be taxable to holders of Company stock.

You should read the section entitled “Proposal No. 1 – The Asset Sale Proposal – “Certain U.S. Federal Income Tax Considerations for the Asset Sale” beginning on page [●] of this Proxy Statement for a more complete discussion of the U.S. federal income tax considerations applicable to the Asset Sale.

You are urged to consult your tax advisor to determine the particular U.S. federal, state, local or foreign tax consequences of the Asset Sale.

 

Q:

What happens if the Asset Sale is not approved by stockholders or is not completed for any other reason?

 

A:

If we do not obtain the Required Stockholder Approval for the Asset Sale or if the Asset Sale is not completed for any other reason, we would continue to operate our business as we have done historically while we evaluate other potential alternatives, which may include seeking another buyer for the IoT Business or the entire Company, liquidating and winding down the Company or pursuing other strategic alternatives. Under specified circumstances, we may be required to pay Buyer a termination fee of $750,000. See the section entitled “The Stock and Asset Purchase Agreement – Termination Fee” beginning on page [●] of this Proxy Statement.

The terms of an alternative transaction may be more or less favorable to us than the terms of the Asset Sale and there can be no assurance that we will be able to reach agreement with or complete an alternative transaction with another party, or that any such transaction would be on terms more favorable to the Company than the Asset Sale.

 

Q:

Who can help answer my questions?

 

A:

If you have any questions about the proposals to be considered at the Annual Meeting or how to submit your proxy, please contact our proxy solicitor, Alliance Advisors, LLC, using the information below. If

 

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you would like additional copies, without charge, of this Proxy Statement or the enclosed proxy card, contact our proxy solicitor at:

Alliance Advisors, LLC

150 Clove Road, Suite 400

Little Falls, NJ 07424

Phone Number: (866) 206-8081

Email: INVE@allianceadvisors.com

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, the documents to which we refer you in this Proxy Statement and information included in other statements made or to be made by us or on our behalf may include predictions, estimates and other information that may be considered “forward-looking statements” that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the Asset Sale, prospective financial information, pro forma financial information, and our plans and prospects for our business following the completion of the Asset Sale. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “will” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors including, but not limited to, factors and matters described under the section entitled “Risk Factors” elsewhere in this Proxy Statement or incorporated by reference in this Proxy Statement, and the following:

 

•

our ability to satisfy the closing conditions set forth in the Agreement, including among others, receipt of the Required Stockholder Approval and the absence of any change, circumstance, condition, state of facts, events or effect that constitutes a material adverse effect with respect to the IoT Business or on our obligation to timely consummate the transactions contemplated by the Agreement;

 

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement;

 

•

the outcome of any legal proceedings that may be instituted against us and others related to the Agreement or the Asset Sale;

 

•

the failure of the Asset Sale to close for any reason;

 

•

diversion of management’s attention from ongoing business concerns during the pendency of the Asset Sale;

 

•

the costs, fees and expenses related to the Asset Sale, including the risks that the Agreement may be terminated in circumstances that would require us to pay Buyer a termination fee of $750,000;

 

•

the effect of the announcement of the Asset Sale on our customer and employee relationships, operating plans and results and our business generally, including the risk that we may experience a decline in sales, the loss of customers and difficulties retaining employees;

 

•

business uncertainty and contractual restrictions on the operation of our business during the pendency of the Asset Sale;

 

•

changes in our plans, strategy and expectations following the completion of the Asset Sale;

 

•

our ability to execute our post-closing business strategy, including completing acquisitions;

 

•

the ability of the anticipated Physical AI Solutions Business to successfully and profitably develop and sell new solutions for targeted industries or at all;

 

•

changes in management’s estimates of certain cost savings to be realized following the closing of the Asset Sale;

 

•

changes in our allocation of capital;

 

•

our repurchases of our common stock and changes in the amount or timing thereof;

 

•

risks and uncertainties relating to the Company’s business (including, without limitation, its ability to achieve strategic goals, objectives and targets), the Company’s cash position, expense levels, industry performance, the legal and regulatory environment, the effects of competition, general business and economic conditions;

 

•

changes in the Company’s expectations and assumptions regarding its ongoing business;

 

20

•

the impact of the Asset Sale on our stock price and the market for our common stock; and

 

•

the effects of competition and general economic conditions.

Additional factors that may affect our future results are set forth in the filings we make with the SEC from time to time, including our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, which is available on the SEC’s website at www.sec.gov and incorporated herein by reference.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, we undertake no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

 

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RISK FACTORS

You should carefully consider the risk factors described below and those risk factors generally associated with our business contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, and our subsequent filings with the SEC incorporated by reference herein, along with other information provided to you in this Proxy Statement in deciding how to vote on the proposal to approve the Asset Sale. See the section entitled “Where You Can Find More Information”. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently believe are immaterial may also impact our business operations. If any of the following risks occur, our business, financial condition or results of operations could be materially adversely affected, the market price of our common stock may decline, and you may lose all or part of your investment.

Risks Related to the Asset Sale

Failure to complete the Asset Sale could materially and adversely affect our business, results of operations, financial condition and stock price.

The closing of the Asset Sale is conditioned on the receipt of the Required Stockholder Approval, as well as the satisfaction of other closing conditions, including those referenced in the risk factor entitled “—We cannot be sure if or when the Asset Sale will be completed”. In the event the Asset Sale is not completed or is delayed for any reason, our business, results of operations, financial condition and stock price may be harmed because:

 

•

management’s and our employees’ attention may be diverted from our day-to-day operations as they focus on matters related to the Asset Sale;

 

•

we may lose key employees if such employees experience uncertainty about their future roles with us or Buyer and decide to pursue other opportunities;

 

•

we may lose customers or vendors, harm existing customer or vendor relationships, and new customer or vendor contracts could be delayed or reduced;

 

•

activities related to the Asset Sale and related uncertainties may lead to a loss of revenue and market position unrelated to the Asset Sale that we may not be able to regain if the Asset Sale does not occur;

 

•

the failure to consummate, or delays in consummating, the Asset Sale may result in a negative impression of us with customers, potential customers or the investment community; and

 

•

our stock price may continue to fluctuate significantly based on announcements by us, Buyer or other third parties regarding the Asset Sale or our business.

In addition, we have agreed to restrictions in the Agreement that limit how we conduct our business prior to the closing of the Asset Sale. Subject to certain exceptions, these restrictions require Buyer’s prior written consent before we may take certain actions, including, among other things, making certain capital expenditures, investments and acquisitions, selling, transferring or disposing of our assets, entering into material contracts outside of the ordinary course of business, amending our organizational documents and incurring indebtedness. These restrictions may not be in our best interests and may disrupt or otherwise adversely affect our business and our relationships with our customers, prevent us from pursuing otherwise attractive business opportunities, limit our ability to respond effectively to competitive pressures, industry developments and future opportunities, and otherwise harm our business, financial results and operations.

The occurrence of these or other events individually or in combination could have a material adverse effect on our business, results of operations, financial condition and stock price. If the Asset Sale is not completed, the Board of Directors, in discharging its fiduciary obligations, may evaluate other strategic alternatives that may be available, which alternatives may not be as favorable to our stockholders as the Asset Sale. These may include retaining and continuing to operate the IoT Business or pursuing an alternate sale transaction that would yield reduced consideration or involve significant delays. The Board of Directors may also decide to wind down the

 

22

operations of the Company. Any future sale of substantially all of the assets of the Company or other transactions may be subject to further stockholder approval.

We cannot be sure if or when the Asset Sale will be completed.

The consummation of the Asset Sale is subject to the satisfaction or waiver, to the extent permitted by applicable law, of various conditions, including:

 

•

the Company having obtained the Required Stockholder Approval of the Asset Sale Proposal;

 

•

the absence of any order or law enjoining, restraining, prohibiting or making illegal the consummation of the Asset Sale;

 

•

the absence of any pending or overtly threatened legal proceeding challenging or seeking to restrain or prohibit the consummation of the Asset Sale;

 

•

each party’s representations and warranties being true and correct to the applicable specified standard as of the date of the Agreement and as of the closing of the Asset Sale;

 

•

each party’s material compliance with covenants required to be performed or complied with prior to or on the closing of the Asset Sale;

 

•

delivery of the stock certificate representing the Buyer Series C Shares;

 

•

delivery of the ancillary agreements;

 

•

delivery of the Purchased Assets and the Purchased Cash; and

 

•

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 Buyer Series C Preferred Stock.

We cannot guarantee that the closing conditions set forth in the Agreement will be satisfied. If either party is unable to satisfy the closing conditions in the other party’s favor or if other mutual closing conditions are not satisfied, a party will not be obligated to complete the Asset Sale.

The Agreement contains provisions that could discourage a potential competing acquirer.

The Agreement contains “no solicitation” provisions that restrict our ability to solicit, initiate, or knowingly encourage or knowingly facilitate third party proposals for the acquisition of 20% of our assets or 20% of our outstanding voting securities or to pursue an unsolicited offer, subject to certain limited exceptions. In addition, Buyer has an opportunity to modify or amend the terms of the Asset Sale in response to any unsolicited competing acquisition proposal before the Board of Directors may withdraw or change its recommendation with respect to the Asset Sale. Upon the termination of the Agreement to pursue an alternative transaction with respect to a Superior Proposal, we will be required to pay Buyer $750,000 as a termination fee.

These provisions could discourage a potential third-party acquirer from considering or proposing an acquisition transaction, even if it were prepared to pay a higher price than what would be received in the Asset Sale. These provisions might also result in a potential third-party acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable.

The Buyer preferred equity we receive in the Asset Sale is illiquid and may not generate the value we expect.

In connection with the Asset Sale, we expect to receive Buyer Series C Shares with an agreed value of $50.0 million. There is currently no public market for Buyer’s equity securities, and there can be no assurance

 

23

that any public market for its equity securities will develop in the future or that we will otherwise be able to monetize our investment on favorable terms, or at all. In addition, our investment in Buyer will be subject to transfer restrictions that may limit our ability to monetize the investment. Subject to limited exceptions, we, or any liquidating trust, grantor trust or similar vehicle established for our benefit and/or the benefit of our stockholders, may transfer our Buyer Series C Shares only to a transferee that is an accredited investor, is not a competitor of Buyer, subject to specified exceptions, and is reasonably acceptable to Buyer. Any transfer also must satisfy a minimum share threshold. In addition, our Buyer Series C Shares will be subject to standard market stand-off restrictions in connection with certain liquidity events We may not be able to sell the preferred equity at the time, price or valuation we desire, or at all, and the value attributed to the preferred equity in the Asset Sale may not reflect the amount we ultimately realize, if any.

The value of our Buyer Series C Shares will depend on Buyer’s future performance, financial condition, liquidity, strategic decisions and ability to execute its business plan, all of which are outside of our control. In addition, because Buyer is a private company and not subject to reporting obligations applicable to public companies, our stockholders will have limited visibility into Buyer’s financial performance and prospects. If Buyer does not perform as expected, if the value of its equity declines or if we are unable to realize liquidity from our investment, our financial condition, results of operations and the market price of our common stock could be adversely affected.

We have and will continue to incur significant expenses in connection with the Asset Sale, whether or not it is consummated.

We have and will continue to incur substantial expenses related to the Asset Sale, whether or not it is completed. We recorded transaction-related expenses of approximately $[●] through [●], 2026, and we will incur additional costs and expenses until completion of the Asset Sale. In addition, we will incur additional financial advisory fees that are payable upon consummation of the Asset Sale. We may also be required to pay $750,000 to Buyer if we terminate the Agreement in certain circumstances.

Our executive officers and directors have interests in the Asset Sale that may be different from, or in addition to, the interests of our stockholders generally.

Our executive officers and members of the Board of Directors may be deemed to have interests in the Asset Sale that may be different from or in addition to those of our stockholders, generally. These interests may create potential conflicts of interest. The Board of Directors was aware of these potentially differing interests and considered them, among other matters, in evaluating and negotiating the Agreement and in reaching its decision to approve the Agreement and the transactions thereunder.

Prospective financial information is not guidance, may not prove accurate and should not be relied on by investors as indicative of our future results of operations should the Asset Sale not close.

In connection with the Asset Sale, our management prepared forecasts for certain aspects of our business. This prospective financial information includes assumptions regarding future operating cash flows, expenditures, and revenue, among other matters. This prospective financial information was not prepared with a view to public disclosure, is subject to significant economic, competitive, regulatory, industry, market, customer, technical, commercial, execution, timing and other risks and uncertainties and may not be achieved at the levels included in the prospective financial information, or within projected timeframes. The prospective financial information is not guidance or an estimate of future performance and should not be relied upon as such. Stockholders should not place undue reliance on the prospective financial information when deciding how to vote on the Asset Sale Proposal or evaluating their investment in our common stock.

 

24

We may become subject to litigation related to the Asset Sale, which may be expensive and could delay or impair our post-closing plans.

We may become subject to litigation in connection with the Asset Sale. Litigation and other claims, both meritorious and frivolous, are a common occurrence in connection with transactions similar to the Asset Sale, and we face potential for litigation or other disputes that relate to the Asset Sale, including claims related to our process or disclosures and investigatory demands under Delaware law. We can provide no assurance that such litigation, disputes, or demands will not arise in the future. Any future litigation or proceedings, whether with or without merit, or successful or not, could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees. Further, any such litigation could delay the closing of the Asset Sale or could have a material adverse effect on our business, financial condition, and results of operations.

The condensed consolidated financial statements of Buyer included in this Proxy Statement are unaudited and may be subject to material adjustment.

The unaudited condensed consolidated financial statements of Buyer included in this Proxy Statement were prepared by Buyer and have not been audited or reviewed by an independent registered public accounting firm. No independent registered public accounting firm has examined, reviewed, compiled or otherwise applied procedures to such financial statements, or expressed any opinion or other form of assurance with respect thereto. Accordingly, such financial statements may not be comparable to, and may be less reliable than, financial statements that have been audited or reviewed by an independent registered public accounting firm.

Buyer has advised the Company that while such financial statements were prepared materially in accordance with U.S. generally accepted accounting principles (“GAAP”), certain items, including stock-based compensation expense, warranty reserves, and inventory reserves, have not been recorded, measured or presented in all respects in accordance with GAAP. In addition, transfer pricing analyses have not been performed or applied in all cases in connection with intercompany transactions reflected in such financial statements, and the amounts reflected therein may not represent arm’s-length results under applicable transfer pricing rules and regulations.

If Buyer’s unaudited condensed consolidated financial statements were audited or reviewed by an independent registered public accounting firm, or if additional accounting analyses or procedures were performed, such audit, review, analyses or procedures could identify instances in which Buyer’s interpretation or application of GAAP differs from that of an independent registered public accounting firm, including with respect to areas that require significant estimates and judgments, such as revenue recognition, the allowance for credit losses, the recoverability of long-lived assets, and stock-based compensation expense, and could result in material adjustments or other changes to such financial statements. As a result, the unaudited condensed consolidated financial statements of Buyer included in this Proxy Statement may not be indicative of Buyer’s actual financial condition or results of operations, and stockholders should not place undue reliance on such financial statements in evaluating whether to approve the Asset Sale Proposal or the anticipated benefits of the Asset Sale.

Following completion of the Asset Sale, we may be considered a “public shell” company under the Nasdaq listing rules, which could have negative consequences, including potential Nasdaq delisting of our common stock.

Our common stock is currently listed on the Nasdaq Capital Market. We have no current plans to delist our common stock from Nasdaq. However, following completion of the Asset Sale, we may be considered a “public shell” company under the Nasdaq listing rules. Although Nasdaq evaluates whether a listed company is a public shell company based on a facts and circumstances determination, a Nasdaq-listed company with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets is generally considered to be a

 

25

public shell company. Listed companies determined to be public shell companies by Nasdaq may be subject to delisting proceedings or additional and more stringent listing criteria.

Delisting would adversely affect the liquidity and market price of our common stock, impair our ability to pursue strategic acquisitions, reduce the types of investors that may be willing or able to invest in our common stock, result in the potential loss of confidence among investors, suppliers, customers, end users, and employees, reduce business development opportunities, and otherwise adversely affect our business. In addition, if following the Asset Sale we are determined to be a “shell company” for purposes of the federal securities laws, we would be subject to certain additional restrictions under the Securities Act of 1933 (the “Securities Act”), including restrictions on our ability to use Form S-8 to register securities under employee benefit plans, limitations on the availability of Rule 144 for resales of our securities, and limitations that may increase the time, expense and uncertainty associated with completing future acquisitions.

If we are deemed to be an investment company under the Investment Company Act of 1940 (the “Investment Company Act”), we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to execute on our anticipated go-forward business strategy and may result in our decision to liquidate or wind-down the Company.

We may need to rely on one or more statutory or regulatory provisions under the Investment Company Act in order to avoid being deemed an investment company. Investment companies are subject to extensive, restrictive and potentially adverse statutory provisions and regulations relating to, among other things, their operations, management, capital structure, indebtedness, dividends and transactions with affiliates. There is no assurance that we will not be deemed an investment company

Following the closing of the Asset Sale, we intend to pursue acquisitions of operating businesses. As discussed in the risk factor entitled “—We may not be able to identify or acquire suitable SaaS businesses on favorable terms, and acquisitions may not achieve the expected benefits”, however, we have only recently begun the process of evaluating potential acquisition targets, and there can be no assurance that we will be able to identify, negotiate or complete one or more acquisitions on acceptable terms or at all.

If we are required to register as an investment company or take other actions to avoid becoming subject to the Investment Company Act, our ability to implement our anticipated go-forward business strategy could be materially impaired. If we are unable to avoid investment company status for any reason, we may instead determine to wind down our business. A wind-down could require us to dispose of assets, including our equity interest in Buyer and any SaaS businesses that we may acquire in connection with our planned Physical AI Solutions Business. These divestitures could be at prices below the price we paid or on otherwise unfavorable terms. In addition, if we were deemed to be an investment company and failed to register when required, we could, among other material adverse consequences, become subject to monetary penalties or injunctive relief, and contracts entered into during the period in which we operated as an unregistered investment company could be subject to challenge, including rescission claims.

Risks Related to the Proposed Physical AI Solutions Business if the Asset Sale is Completed

We have no operating history in our anticipated Physical AI Solutions Business, and our new business model may not be successful.

Following the closing of the Asset Sale, we expect to have substantially reduced operations and to transition to a new business model focused on providing physical AI solutions through the acquisition of targeted compliance SaaS businesses in highly regulated industries that the Company believes may benefit from integration with Buyer’s physical AI platform, including the incorporation of BLE- and RFID-enabled physical data. While certain members of our Board of Directors and management team have relevant experience, we have no operating history in this business as a company. As a result, investors will have limited basis on which to evaluate our prospects in this new business. We may be unable to retain existing employees or attract new employees with the expertise necessary to operate our go-forward strategy.

 

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Our anticipated Physical AI Solutions Business is subject to all of the risks, uncertainties and difficulties frequently encountered by companies entering a new and rapidly evolving market, many of which are beyond our control. We may fail to identify attractive opportunities, acquire suitable SaaS businesses, develop a viable operating model, generate revenue, achieve profitability or create stockholder value. If we are unable to execute this business plan successfully, our business, financial condition, results of operations and prospects could be materially and adversely affected, and the value of our common stock could decline substantially.

We will need to build substantial parts of our business, including strategy, processes, controls, systems, counterparties, branding and market positioning. We may not be successful in doing so. We will also need to hire employees and management with the necessary expertise to execute our new business strategy, and we may not be able to do so. Companies attempting a transition of this magnitude often encounter unforeseen costs, delays, execution issues and strategic failures. If the Physical AI Solutions Business does not develop successfully, we may fail to generate meaningful revenue, incur substantial losses, need to raise additional capital on unfavorable terms, need to wind down the Company, or pursue additional strategic alternatives. Any such outcome could materially and adversely affect our stockholders.

Our plans regarding our anticipated Physical AI Solutions Business necessarily involve substantial estimates and assumptions and may become inaccurate or incomplete as circumstances evolve.

Our public disclosures regarding our anticipated Physical AI Solutions Business, opportunities, risks, capital requirements, market demand, acquisition plans, monetization strategies and expected results necessarily depend on estimates, expectations and assumptions that may prove to be incomplete, inaccurate or subject to rapid change. In many cases, we may have only limited third-party information on which to base such judgments. As a result, subsequent developments may differ materially from what is described in our public filings. If investors, regulators, counterparties or other stakeholders believe that our disclosures were incomplete, insufficiently qualified, overly optimistic or otherwise misleading, we could face reputational harm, litigation, regulatory scrutiny, stock price volatility and other adverse consequences. Any such developments could materially adversely affect our business and financial condition.

Following the closing of the Asset Sale, we will not have meaningful operations unless and until we complete one or more acquisitions.

Unless and until we complete one or more acquisitions of targeted SaaS businesses, we will not have a meaningful operating business, our revenue will consist solely of payments for transition services to Buyer, if any, and our operating activities will be significantly reduced. Although we are actively evaluating potential acquisition opportunities and currently intend to complete a SaaS acquisition shortly after the closing of the Asset Sale, there can be no assurance that we will do so on the timeline currently expected or at all. If we are unable to identify, negotiate and complete acquisitions that satisfy our strategic, financial, technical, regulatory and operational criteria, we may be unable to establish a viable operating business following the closing of the Asset Sale. Even if we complete one or more acquisitions, there can be no assurance that the acquired businesses will generate sufficient revenue or cash flow to sustain our operations, fund our growth or support our acquisition strategy. In that event, our Board of Directors may be required to consider other strategic alternatives, including additional asset sales, a merger, business combination, liquidation, dissolution or other wind-down transaction. Any such alternative may not be available on favorable terms, or at all, and may not result in meaningful value for our stockholders.

We may not be able to identify or acquire suitable SaaS businesses on favorable terms, and acquisitions may not achieve the expected benefits.

A key element of our expected post-closing strategy is to identify and acquire targeted compliance SaaS businesses that we believe may benefit from integration with Buyer’s physical AI platform and access to Buyer’s customer and partner network. The identification of suitable acquisition candidates is difficult, and we may not be able to complete acquisitions on favorable terms, or at all. Although we are actively evaluating

 

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potential acquisition opportunities and currently intend to complete a SaaS acquisition shortly after the closing of the Asset Sale, there can be no assurance that we will do so on the timeline currently expected or at all.

With respect to any future acquisitions, we may not be able to integrate acquired businesses successfully, and we could assume unknown or contingent liabilities. Acquisitions involve significant risks, including difficulties integrating acquired businesses, technologies, products, services, operations, systems and personnel; failure to retain customers, partners, suppliers or key employees; disruption to our business; diversion of management’s time and resources from other strategic initiatives and public company obligations; and failure to achieve anticipated revenue growth, margin expansion, operational efficiencies, customer access, licensing opportunities or other expected benefits. Although we expect to conduct due diligence on potential acquisitions, we may not identify all risks or liabilities before completing a transaction.

Any acquisition could also result in significant write-offs, impairment charges, the incurrence of debt or contingent liabilities, integration costs or other expenses, any of which could harm our operating results. Changes in services, sources of revenue, product strategy, customer relationships, branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers or other stakeholders. We may also need to divert cash from other uses, incur indebtedness or issue equity securities in order to fund acquisitions, integration activities or the operations of acquired businesses. If the trading price of our common stock is low or volatile, we may not be able to use our common stock as consideration for acquisitions on favorable terms, or at all. In addition, our stockholders may experience substantial dilution as a result of additional securities we may issue in connection with acquisitions, and open market sales of substantial amounts of our common stock issued to stockholders of companies we acquire could depress our stock price.

Because our expected post-closing strategy depends on acquisitions, any failure to develop and maintain a pipeline of attractive SaaS targets or to complete acquisitions on acceptable terms could delay or prevent us from establishing a meaningful post-closing business. We may not realize the anticipated benefits of any acquisition, including expected revenue growth, expanded customer access, competitive differentiation, licensing opportunities, synergies with Buyer’s platform or other strategic advantages. Even if these benefits are achieved, they may take longer to realize or require greater costs and resources than anticipated. If we are unable to complete and integrate acquisitions successfully, or if completed acquisitions do not perform as expected, our business, financial condition, results of operations and stock price could be materially adversely affected.

We may not enter into a definitive strategic agreement with Buyer, and any failure to establish the contemplated strategic relationship could make it more difficult for us to execute our go-forward strategy.

In connection with the Asset Sale, we entered into a strategic partnership framework agreement with Buyer under which the parties intend to work toward a definitive agreement to collaborate on new software opportunities that leverage Buyer’s physical AI platform. The framework agreement does not obligate either party to enter into any definitive agreement, and there can be no assurance that we and Buyer will agree on the terms of any definitive strategic agreement at the closing of the Asset Sale, on the timeline currently expected or at all. In addition, any definitive agreement that we may enter into could contain terms that differ materially from those currently contemplated by the strategic framework agreement. The commercial terms of a strategic partnership, including revenue-sharing arrangements, if any, remain subject to negotiation, and any definitive agreement, if executed, may not be on terms consistent with current expectations or may not be executed at all.

If we do not enter into a definitive agreement with Buyer, or if any such agreement is delayed, more limited than expected or later terminated, our ability to execute our go-forward strategy could be adversely affected. In particular, we may have greater difficulty identifying attractive acquisition opportunities, evaluating the technical and commercial compatibility of potential targets, integrating acquired software with Buyer’s platform, or realizing the benefits that we currently expect from the strategic relationship. Although Buyer’s chief executive officer is expected to become an observer of our Board of Directors, and our Chair of the Board is expected to become an observer of Buyer’s board of directors, these observer roles may not ensure effective coordination

 

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between the companies or prevent conflicts, delays or misalignment from arising. As a result, our business prospects, financial condition, results of operations and stock price could be adversely affected.

Our go-forward strategy will depend significantly on Buyer’s physical AI infrastructure and support, and any adverse change in our relationship with Buyer could impair our ability to execute that strategy.

Even if we enter into a definitive strategic agreement with Buyer, our expected go-forward strategy will depend significantly on Buyer’s sensor, telemetry and physical AI infrastructure. Any adverse change in our relationship with Buyer, any limitation on our access to Buyer’s platform or infrastructure, any change in Buyer’s strategic priorities or any failure by Buyer to provide the expected level of support could materially impair our ability to execute our go-forward strategy. If we are unable to rely on Buyer’s physical AI infrastructure and support as expected, our business prospects, financial condition, results of operations and stock price could be adversely affected.

We may not be able to successfully integrate any acquired software with Buyer’s platform or realize the expected benefits from doing so.

A central element of our expected go-forward strategy is to integrate software applications from SaaS businesses we may acquire in the future with Buyer’s physical AI data platform to enable verified physical-world data collection and related capabilities. We may not be able to execute this strategy successfully. Such integrations may not be technically feasible across all acquired platforms, may require significant engineering effort or substantial modification to operate effectively on Buyer’s platform, may not be compatible with legacy systems, may not be completed on expected timelines or budgets, or may be subject to customer, contractual, data privacy, security, regulatory or other constraints that limit our ability to complete or benefit from the integration. In addition, our strategy depends on the accurate collection and transmission of physical-world operational data. Failures in sensors, connectivity or data processing could result in inaccurate data, reduced customer confidence or contractual disputes.

Even if we are able to integrate acquired software with Buyer’s platform, customers may not value or adopt the resulting offerings, or adoption may be slower than expected, and such enhancements may not result in increased revenue, improved profitability or other expected operational, strategic or financial benefits. If we are unable to successfully integrate acquired software with Buyer’s platform, or if customers do not value or adopt the resulting offerings, our business, financial condition, results of operations and stock price could be adversely affected.

Following the closing of the Asset Sale, we will continue to incur significant expenses as a public company despite having nominal, if any, revenue unless and until we complete one or more acquisitions.

Following the closing of the Asset Sale, we will continue to incur significant legal, accounting, administrative and other costs and expenses as a public company. Because we will have only nominal, if any, revenue following the sale of our IoT Business, these expenses will have an adverse effect on our operating results. If we are unable to generate sufficient revenue following the closing of the Asset Sale through the acquisition of one or more SaaS companies, these increased expenses as a percentage of our revenue may have an adverse effect on our ability to execute our go-forward strategy, remain listed on Nasdaq and create stockholder value.

The proposed change in our corporate identity and strategic direction may create confusion, reduce credibility and harm our ability to establish the anticipated new business.

Following the Asset Sale, we intend to change our corporate name and cease operating our historical IoT Business. This change in identity and strategic direction may create confusion among investors, counterparties, employees and other stakeholders regarding who we are, what business we are in and what capabilities we possess. Some market participants may question the credibility or viability of our new strategy or may be reluctant to transact business with us until we establish a track record in the new business. Any reputational

 

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challenges, uncertainty or skepticism arising from our abrupt change in business and identity could impair our ability to hire personnel, attract counterparties and create stockholder value.

Our use of cash following the closing of the Asset Sale may not generate the expected benefits or returns and could limit our ability to pursue our go-forward strategy.

Our Board of Directors and management has broad discretion in the use of our cash resources. We intend to use cash to support our go-forward strategy, including pursuing acquisitions, to pay public company expenses, and for share repurchases. In connection with the Asset Sale, we will also contribute $25.0 million in cash to Buyer, subject to adjustment pursuant to the Agreement. Uses of our cash following the closing may not generate the expected benefits or returns.

Our Board of Directors recently increased the size of our stock repurchase program to $40.0 million available for repurchases, and currently intends to repurchase shares after the closing of the Asset Sale. Our cash resources will also be reduced by transaction-related fees and expenses, ongoing losses and the costs of operating as a public company. If we use significant cash for acquisitions or share repurchases and our acquisition strategy is delayed or unsuccessful, we may have fewer resources available to support our post-closing business plan. Because our cash resources are expected to be a significant component of our ability to execute our strategy following the closing of the Asset Sale, any substantial reduction in those resources could impair our ability to pursue strategic opportunities and could adversely affect our business, financial condition, results of operations and stock price.

Changes in our management, employee base and operating structure following the closing of the Asset Sale may adversely affect our ability to execute our go-forward strategy.

Following the closing of the Asset Sale, we expect to significantly streamline our operations, and a significant number of our employees are expected to transfer to, or become employed by, Buyer. These transfers may not occur on the timeline expected or at all, employees may not accept offers from Buyer, local-law processes may create delays or uncertainty, and we may experience disruption, loss of institutional knowledge or employee attrition in connection with the transition.

We expect to retain a small group of employees following the closing to support our go-forward business, including our public company, acquisition, integration and oversight functions. This limited initial operating team may constrain our ability to source acquisitions, integrate acquired businesses, manage our public company obligations and operate the business simultaneously. Following the closing of the Asset Sale, our Board of Directors intends to add senior leadership with experience in SaaS and M&A integration. We may not be able to retain or attract personnel with the experience necessary to identify, acquire, integrate and operate SaaS businesses, manage our public company obligations or manage our post-closing relationship with Buyer.

The loss of employees, changes in management responsibilities, limitations on our ability to coordinate with Buyer, or uncertainty regarding our post-closing operating structure could disrupt our business, divert management’s attention and impair our ability to execute our acquisition strategy. If we are unable to establish an effective post-closing management team and operating structure, our ability to implement our go-forward strategy could be adversely affected, which could adversely affect our business, financial condition, results of operations and stock price.

Investors may have difficulty evaluating our future prospects because, after the Asset Sale, we intend to continue as a public company with a new business strategy and no historical information relevant to that business strategy.

Following the Asset Sale, investors will have no historical financial information relevant to our anticipated Physical AI Solutions Business. Accordingly, historical results will not be indicative of future performance, and

 

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investors may find it difficult to evaluate our prospects, strategy, valuation and risks. This limited visibility may contribute to volatility in the price of our common stock, reduce analyst coverage and impair investor confidence. If investors are unable to assess our future prospects accurately, the market price of our common stock could be materially adversely affected.

We may need to establish new systems, policies, procedures and internal controls and failures in doing so could harm us.

The Physical AI Solutions Business will likely require new or significantly revised systems, processes and controls, including for acquisition, deployment, valuation, revenue recognition, compliance, insurance, cybersecurity, maintenance, and financial reporting and disclosure controls. We may not be able to develop and implement such systems and controls effectively or on a timely basis. If we fail to establish adequate systems, policies, procedures and internal controls, we may experience operational inefficiencies, financial reporting errors or delays, control deficiencies, asset losses, compliance failures, litigation exposure and reputational harm. Any such failures could materially and adversely affect our business, results of operations, financial condition and ability to satisfy public company obligations.

 

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THE ANNUAL MEETING

General

The Board of Directors of Identiv, Inc. is furnishing this Proxy Statement to you in connection with the solicitation of proxies for use at the Annual Meeting to be held virtually on [●], [●], 2026, at 11:00 a.m., Pacific Time, and any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement and in the accompanying notice of Annual Meeting. References in this Proxy Statement to the “Company,” “we,” “our,” “us” or “Identiv” are to Identiv, Inc.

Copies of the proxy materials are expected to be mailed on or about [●], 2026 to stockholders of record as of the Record Date.

Record Date; Stockholders Entitled to Vote

Our Board of Directors has fixed the close of business on [●], 2026 as the Record Date for the determination of our stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of our common stock and Series B Preferred Stock on the Record Date may vote at the Annual Meeting. For each share of common stock that you owned on the Record Date, you are entitled to cast one vote on each matter voted upon at the Annual Meeting. If you are a holder of Series B Preferred Stock, you are entitled to vote on the Asset Sale Proposal by casting the number of votes equal to the number of whole shares of common stock into which your shares of Series B Preferred Stock are convertible as of the Record Date, inclusive of accrued dividends on your shares of Series B Preferred Stock. The conversion rate of a share of Series B Preferred Stock is equal to [●].

Shares Outstanding

On the Record Date, [●] shares of the Company’s common stock (without giving effect to the conversion of the Series B Preferred Stock) were outstanding and entitled to vote at the Annual Meeting and 5,000,000 shares of Series B Preferred Stock, convertible into [●] shares of common stock, were outstanding and entitled to vote at the Annual Meeting. Our common stock is listed on the Nasdaq Capital Market under the symbol INVE.

Quorum and Vote Required

A quorum of stockholders is necessary to hold the Annual Meeting. The holders of a majority of the voting power of our capital stock issued and outstanding and entitled to vote at the Annual Meeting (including the Series B Preferred Stock voting on an as-converted basis), present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present at the Annual Meeting, we expect that the Annual Meeting will be adjourned to allow for the solicitation of additional proxies. Shares which abstain from voting as to a particular matter and shares held in “street name” by brokers, banks or other nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter (“broker non-votes”) will be counted for purposes of determining whether a quorum is present for the transaction of business.

Generally, brokers, banks or other nominees have discretionary authority to vote on proposals considered “routine” under stock exchange rules, such as the ratification of the appointment of our independent auditor. A “broker non-vote” occurs when a broker, bank or other nominee submits a proxy for the meeting with respect to “routine” matters but does not vote on “non-routine” matters because the beneficial owner did not provide voting instructions on such “non-routine” matters. Except for the Auditor Ratification Proposal and the Adjournment Proposal, all other proposals to be voted on at the Annual Meeting are expected to be considered “non-routine” items for which brokers, banks and other nominees do not have discretionary voting power and, therefore, broker non-votes may exist with respect to these “non-routine” proposals. Notwithstanding the foregoing, for proposals where the applicable voting threshold is a proportion of our outstanding shares of common stock entitled to vote on the matter (including, as applicable, Series B Preferred Stock voting on an as-converted basis), broker non-votes will have the effect of a vote against the proposal.

 

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The following sets forth the votes that are required to approve each of the proposals and the impact of abstentions, “WITHHOLD” votes, and broker non-votes, if any:

 

Proposal		Vote Required		Impact of Abstentions, “WITHHOLD” Votes, and Broker Non-Votes, as applicable
1 – Asset Sale Proposal		Affirmative vote of the holders of a majority of the outstanding shares of common stock and Series B Preferred Stock voting together as a single class (the Series B Preferred Stock voting on an as-converted basis), present in person or by proxy and entitled to vote.		Abstentions and broker non-votes will have the same effect as votes cast “AGAINST” the proposal.
2 – Asset Sale Compensation Proposal		Affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on the proposal in person or by proxy.		Abstentions and broker non-votes will not count as votes cast on the proposal and will not affect the outcome of the vote.
3 – Election of Directors Proposal		Affirmative vote of a plurality of the votes cast. Nominees receiving the highest number of “FOR” votes cast will be elected.		If any director nominee receives a greater number of “WITHHOLD” votes than “FOR” votes in an uncontested election, our Corporate Governance Guidelines require such individual to promptly tender their resignation for the Board’s consideration. Abstentions and broker non-votes will not count as votes cast on the proposal and will not affect the outcome of the vote.
4 – Nasdaq Proposal		Affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on the proposal in person or by proxy.		Abstentions and broker non-votes will not count as votes cast on the proposal and will not affect the outcome of the vote.
5 – Say on Pay Proposal		Affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on the proposal in person or by proxy.		Abstentions and broker non-votes will not count as votes cast on the proposal and will not affect the outcome of the vote.
6 – Auditor Ratification Proposal		Affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on the proposal in person or by proxy.		Abstentions will not count as votes cast on the proposal and will not affect the outcome of the vote. Brokers, banks and other nominees will have discretionary authority to vote on the proposal absent voting instructions.

 

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Proposal		Vote Required		Impact of Abstentions, “WITHHOLD” Votes, and Broker Non-Votes, as applicable
7 – Adjournment Proposal		Affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on the proposal in person or by proxy.		Abstentions will not count as votes cast on the proposal and will not affect the outcome of the vote. Brokers, banks and other nominees will have discretionary authority to vote on the proposal absent voting instructions.

The votes regarding each of the Asset Sale Compensation Proposal, the Say on Pay Proposal, and the Auditor Ratification Proposal are non-binding advisory votes, and therefore are not binding on the Company. Since compensation and benefits that may be paid or provided are based on contractual arrangements with the executive officers, the outcome of the advisory votes on the Asset Sale Compensation Proposal and the Say on Pay Proposal will not affect the obligation to make these payments, and these payments may still be made even if our stockholders do not approve such proposals.

Shares Owned by Our Directors and Executive Officers

As of the Record Date, our current directors and executive officers were entitled to vote an aggregate of [●] shares of common stock, or approximately [●]% of common stock outstanding on that date. These numbers do not include the shares of common stock which are convertible from the Series B Preferred Stock and do not give effect to any outstanding stock options or RSUs, none of which are entitled to vote at the Annual Meeting. We currently expect that all of our directors and executive officers will vote their shares in favor of each proposal being submitted to a vote of our stockholders at the Annual Meeting, although none of them has entered into any agreement obligating them to do so.

Voting Procedures

For Stockholders of Record

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company LLC, you are considered the “stockholder of record” with respect to those shares. Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/INVE2026 and using the 16-digit control number included in your proxy materials. If you have already voted previously by Internet, telephone or mail, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.

You may vote by proxy as follows:

 

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Internet. You may submit a proxy over the Internet by following the instructions provided on the proxy card.

 

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Telephone. You may submit a proxy over the telephone by following the instructions provided on the proxy card.

 

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Mail. You may submit a proxy by mail by completing, signing and returning the proxy card in the prepaid and addressed envelope included with the proxy materials.

Proxies submitted via the Internet or over the telephone must be received by 11:59 p.m., Eastern Time on [●], 2026.

 

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Stockholders are urged to specify their choices on the proxy they submit by Internet, telephone or mail.

If you submit a proxy, but do not specify how you want to vote on a proposal, in the absence of contrary instructions, the shares represented by such proxy will be voted as the Board of Directors recommends on each proposal and the persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their judgment. Stockholder votes will be tabulated by a representative of Broadridge Financial Solutions, Inc.

For Beneficial Owners

If you hold your shares in “street name” through a broker, bank or other nominee rather than directly in your own name, you are considered the “beneficial owner” of shares held in street name. Your broker, bank or other nominee will provide instructions on how to vote the shares beneficially owned by you. Because a beneficial owner is not a stockholder of record, you may not vote these shares at the Annual Meeting unless you obtain a legal proxy giving you the right to vote those shares at the virtual Annual Meeting. If you wish to attend the virtual Annual Meeting and vote, you will need to contact your broker, bank or other nominee to obtain a legal proxy.

Brokers, banks, and other nominees are entitled to vote shares held for a beneficial holder on routine matters, such as the Auditor Ratification Proposal and the Adjournment Proposal, without instructions from the beneficial holder of those shares, but, absent instructions from the beneficial holders of such shares, they are not entitled to vote shares held for a beneficial holder on non-routine matters, such as the Asset Sale Proposal, the Asset Sale Compensation Proposal, the Election of Directors Proposal, the Nasdaq Proposal and the Say on Pay Proposal. Consequently, if you do not give your broker, bank or other nominee specific instructions, your shares may not be voted on the non-routine matters. Please promptly instruct your broker, bank or other nominee so your vote can be counted on all proposals.

Solicitation of Proxies

The Board of Directors is soliciting proxies for the Annual Meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders. In addition to the solicitation of proxies by delivery of this Proxy Statement by mail, we will request that brokers, banks and other nominees that hold shares which are beneficially owned by our stockholders send Notices of Annual Meeting, proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We have engaged Alliance Advisors, LLC, to assist in the solicitation of proxies and provide related advice and informational support for which we will pay a fee of $25,000 plus reimbursement of out-of-pocket expenses. We may also use several of our employees, who will not be specially compensated, to solicit proxies from our stockholders, either personally or by Internet, telephone, facsimile or special delivery letter. In addition, the Company, its directors, director nominees, and certain of its officers are or may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Asset Sale. The interests of the Company’s directors and executive officers in connection with the Asset Sale is discussed in more detail in the section entitled “Proposal No. 1 – The Asset Sale Proposal – Interests of Certain Persons in the Asset Sale”.

Revocability of Proxies

If you are a stockholder of record, your proxy is revocable at any time before it is voted at the Annual Meeting by:

 

•

delivering to the Secretary of the Company a written notice of revocation;

 

•

signing another proxy card bearing a later date and returning it to us prior to the Annual Meeting;

 

•

submitting a new proxy via the Internet or over the telephone after the date of your earlier submitted proxy; or

 

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•

attending the virtual Annual Meeting and voting thereat.

Attendance at the virtual Annual Meeting, however, will not by itself revoke a proxy previously delivered to us.

If you are a beneficial owner of shares held in street name, you should contact your bank, broker or other nominee for instructions regarding how to change your vote.

Notwithstanding the foregoing, each stockholder party to the Voting Agreement has provided an irrevocable proxy to Buyer to vote in favor of the Asset Sale Proposal. See the section entitled “Proposal No. 1 – The Asset Sale Proposal – Ancillary Agreements – Voting Agreement”.

Annual Report and Other Matters

We make all of our filings with the SEC available free of charge on our website, www.identiv.com, including our proxy statements, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, together with amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

We will also provide to each stockholder of record as of the Record Date, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, this Proxy Statement, and the related proxy card. Requests for copies may be made in writing directed to Identiv, Inc., 1900-B Carnegie Avenue, Santa Ana, CA 92705, Attention: Investor Relations, by telephone at (949) 574-3860, or by e-mailing us at IR@identiv.com.

Stockholder Proposals for 2027 Annual Meeting of Stockholders

Assuming a mailing date of [●], 2026, stockholder proposals submitted for inclusion in our proxy materials for the 2027 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act must be received at 1900-B Carnegie Avenue, Santa Ana, CA 92705, Attention: Secretary, by [●], 2026.

Pursuant to our amended and restated bylaws (as amended and/or restated, “Bylaws”), stockholders who wish to submit a proposal (including a director nomination) at the 2027 annual meeting of stockholders that is not to be included in our proxy materials must notify the Company in the manner required by our Bylaws not earlier than 5:00 p.m. Eastern Time on [●], 2026 and not later than 5:00 p.m. Eastern Time on [●], 2027. However, if the date of the 2027 annual meeting of stockholders is moved more than 30 days before or after the anniversary of the Annual Meeting, notice by a stockholder must be received by us not later than 5:00 pm Eastern Time on the later of the 90th day prior to such annual meeting or the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Notice must be delivered to the Secretary of the Company and must be received by the Company.

In addition to satisfying the applicable advance notice provisions in our Bylaws, stockholders who intend to solicit proxies in support of director nominees other than our nominees for the 2027 annual meeting of stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. Notice must be delivered to the Secretary of the Company and must be postmarked or transmitted electronically no later than [●], 2027; provided, however, that if the date of the 2027 annual meeting of stockholders is changed by more than 30 calendar days from the date of the Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2027 annual meeting or the 10th calendar day following the day on which public announcement of the date of the 2027 annual meeting was made.

If a stockholder fails to comply with the applicable procedures and requirements of our Bylaws or the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth therein, then any proposal or nomination submitted thereby will not be submitted to the stockholders for a vote at our 2027 annual meeting of stockholders. Our Bylaws have been publicly filed with the SEC.

 

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Adjournments or Postponements

The Annual Meeting may be adjourned for the purpose of, among other things, soliciting additional proxies, by the chairperson of the meeting, or the stockholders, by the affirmative vote of a majority of the votes cast affirmatively or negatively, or any officer entitled to preside at the Annual Meeting, whether or not a quorum is present. Any signed proxies received by us for which no voting instructions are provided on such matter will be voted “FOR” the Adjournment Proposal.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Annual Meeting, please contact our proxy solicitor, Alliance Advisors, LLC, using the information below:

Alliance Advisors, LLC

150 Clove Road, Suite 400

Little Falls, NJ 07424

Phone Number: (866) 206-8081

Email: INVE@allianceadvisors.com

 

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PROPOSAL NO. 1

THE ASSET SALE PROPOSAL

The Asset Sale Proposal

Pursuant to the terms of the Agreement that is described in this Proxy Statement and attached as Annex A, the Company will sell to Buyer its IoT Business in exchange for the Purchase Price and the assumption by Buyer of certain liabilities related to the IoT Business. We encourage you to carefully read in its entirety the Agreement, which is the principal document governing the Asset Sale. Completion of the Asset Sale is conditioned on approval of the Asset Sale Proposal.

Vote Required

The affirmative vote of the holders of a majority of the outstanding shares of common stock and Series B Preferred Stock voting together as a single class (the Series B Preferred Stock voting on an as-converted basis), present in person or by proxy and entitled to vote thereon at the Annual Meeting, will be required to approve the Asset Sale Proposal.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” the approval of the Asset Sale Proposal.

Information about the Parties

Identiv, Inc.

Identiv, Inc.

1900-B Carnegie Avenue

Santa Ana, California 92705

(657) 356-8384

www.identiv.com

Identiv is a leading provider of RFID- and BLE -enabled IoT solutions that create digital identities for physical objects, enhancing global connectivity for businesses, people, and the planet. Our mission is to develop specialty RFID and IoT solutions that address our customers’ most significant challenges and create new opportunities for them through the digitization and enhanced connectivity to the IoT. We design, produce, and sell RFID- and BLE-enabled devices, primarily RFID inlays, tags, and labels that can be applied or incorporated into physical objects, providing them with a digital identity and the ability for our customers to track, monitor, authenticate, and engage with consumers. Our IoT inlays, tags, and labels have been integrated into more than two billion applications globally. By digitally enabling physical objects to connect to the cloud or a device reader, we make them more secure, responsive, feature-rich, interactive and customer-connected. RFID powers a wide range of IoT use cases, including product authenticity, customer engagement, enhanced consumer experiences, instrumentation and sensor enabling, brand protection, asset tracking, supply chain management, and tamper detection. For additional information about Identiv and our business, see the section entitled “Where You Can Find More Information”.

Trackonomy Systems, Inc.

Trackonomy Systems, Inc.

214 Devcon Drive

San Jose, California 95112

1-833-TRACKONOMY

www.trackonomy.ai.com

 

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Buyer is a leading provider of low-cost, cloud-connected IoT sensors and tracking devices that, together with its Sentient Platform, deliver item-level, real-time visibility, monitoring, and workflow automation for physical assets moving throughout global supply chains and across customer operations. Buyer’s portfolio includes a range of smart labels and devices — engineered to address varying requirements of cost, durability, communication range, data, and battery life. These products utilize cellular, GPS, RFID, BLE, and other wireless communication and sensor technologies, and are designed to be low-cost and easy to install directly onto a parcel, pallet, container, piece of equipment, or other physical asset. Buyer’s Sentient Platform combines sensor data, distributed (agent-based) intelligence, and configurable business rules to transform this raw physical-world data into structured, actionable intelligence. Customers across multiple industries, including logistics, healthcare, aviation, manufacturing, and government sectors, use Buyer’s platform to enhance chain-of-custody visibility, monitor asset condition, enable predictive maintenance, automate workflow, reduce theft and shrinkage, and improve safety and security monitoring.

Buyer’s strategy is informed by two central beliefs about where its markets are headed. First, Buyer believes AI models and agentic systems are only as useful as the real-world physical data on which they are trained and act, and that most enterprises today lack reliable, real-time, item-level data about the location, condition, and status of their physical assets. Buyer believes it is well positioned to be a primary source of this physical AI data, converting manual operations into a continuous stream of structured, trustworthy inputs that AI systems can use to detect exceptions, predict failures, and automate workflows. As enterprises increasingly deploy AI across logistics, healthcare, industrial, and government operations, Buyer expects demand for accurate, real-time physical-world data to be a significant and growing driver of demand for its solutions. Second, Buyer believes that declining costs for cellular, GPS, and BLE connectivity, together with advances in low-power semiconductor design, will continue to expand the range of objects and use cases where item-level tracking is economically viable.

To capture this opportunity, Buyer intends to build its business around three complementary pillars—Semiconductors, Labels and Tags, and Solutions—allowing customers to engage with Buyer at the level that best fits their needs. Enterprise customers may purchase fully integrated hardware, software, and services, while OEMs, label manufacturers, systems integrators, and other industry participants may purchase semiconductor chips, smart labels, RFID tags, and related products for incorporation into their own offerings. Buyer believes this flexible approach gives customers greater choice in how they deploy smart-object technologies, whether through complete end-to-end solutions or individual components, while creating a more scalable platform for innovation and growth.

In September 2025, Buyer acquired InPlay, Inc. (“InPlay”), a designer of low-cost, ultra-low-power BLE semiconductors, forming the foundation of its Semiconductor pillar. Buyer believes continued innovation at the silicon level will enable lower-cost, lower-power, and higher-performing devices for its own products and those of OEM and other industry customers. Buyer’s Labels and Tags pillar centers on its pending acquisition of Identiv’s BLE and RFID smart label manufacturing business and its existing RFID tag business, providing additional, cost-efficient manufacturing capacity for next-generation smart labels incorporating either InPlay or third-party chips. Buyer’s Solutions pillar remains its traditional business of integrated hardware, software, and services sold directly to enterprise customers.

Founded in 2017, Trackonomy is a pioneer in the battery-powered smart label category. Its products are used worldwide, with its platform monitoring millions of package shipments daily and tracking nearly 15% of the world’s air cargo containers. Trackonomy has raised more than $250 million in capital from investors, including 8VC, Koch Disruptive Technologies, and Kleiner Perkins. Together with its Semiconductors, Labels and Tags, and Solutions pillars, Trackonomy believes this scale and track record position it to be a trusted, category-defining platform for real-time physical-world intelligence.

The contents of the Identiv and Trackonomy websites are not incorporated by reference into, and should not be considered part of, this Proxy Statement.

 

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General Description of the Asset Sale

On June 24, 2026, the Company entered into the Agreement with Buyer, pursuant to which the Company has agreed to sell to Buyer its IoT Business in exchange for the Purchase Price and the assumption by Buyer of certain liabilities related to the IoT Business. The Company has been operating the IoT Business at a loss and does not believe that continuing to operate the IoT Business within its current corporate structure is likely to maximize long-term stockholder value. The Company believes that the acquisition of the IoT Business by Buyer may accelerate and reduce the execution risk of the Company’s strategic programs. In addition, the Company believes that Buyer may realize meaningful commercial and operational synergies from the acquisition of the IoT Business, including opportunities to expand cross-selling initiatives, leverage complementary technologies, and improve operational efficiencies. Since the consideration payable to the Company consists of equity in Buyer, the Company and, indirectly, its stockholders may have the opportunity to benefit from the future value that may be created through the successful integration of the IoT Business and realization of these anticipated synergies.

The Company also expects that, at or near the closing of the Asset Sale, it will enter into a definitive strategic partnership with Buyer designed to establish a long-term commercial relationship between the parties. The Company believes the anticipated strategic partnership will serve as an important element of the Company’s planned transformation following the Asset Sale. Through this relationship, the Company expects to maintain strategic alignment with Buyer while focusing its own resources on pursuing its new business strategy.

As described in these proxy materials, the Company intends to continue to be a public company operating under a new corporate name to be determined. With respect to the remaining corporate entity, the Company intends to transition to the Physical AI Solutions Business, a new business model focused on providing physical AI solutions through the acquisition of targeted compliance SaaS businesses in highly regulated industries that the Company believes may benefit from integration with Buyer’s physical AI platform, including the incorporation of BLE- and RFID-enabled physical data.

For additional information, see the section below entitled “—Business of the Company Following the Asset Sale” and the sections entitled “Unaudited Pro Forma Condensed Consolidated Financial Information of the Company” and “Unaudited Condensed Consolidated Financial Information of Buyer”.

We encourage you to carefully read in its entirety the Agreement, which is the principal document governing the Asset Sale.

Background of the Asset Sale

On April 3, 2024, the Company announced that it had entered into an asset purchase agreement to sell its physical security, access card and identity reader operations and assets (the “Physical Security Business”) to Vitaprotech, a security solutions provider, for $145.0 million in cash, subject to customary adjustments. In connection with that announcement, the Company also announced the appointment of Ms. Kirsten Newquist as President, IoT Solutions, effective April 15, 2024.

On September 9, 2024, the Company completed the sale of its Physical Security Business to Vitaprotech. Upon closing, the Company received a cash payment of approximately $144.2 million, subject to further customary adjustments, and Ms. Newquist succeeded Steven Humphreys as Chief Executive Officer of the Company and was appointed as a director.

Following the closing of the sale of the Physical Security Business, the Company became a dedicated IoT solutions provider focused on RFID-enabled solutions and related high-value applications and had approximately $135 million of available cash on its balance sheet.

During the remainder of 2024 and 2025, the Board, management and initially representatives of Imperial Capital, LLC (“Imperial Capital”), which served as the Company’s financial advisor at the outset of this process,

 

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including in connection with the sale of the Physical Security Business, reviewed the Company’s progress against its strategic plan, including the Company’s liquidity and capital needs and the Company’s ability to scale its IoT Business as a standalone public company. In early April 2025, after a managing director of Imperial Capital who led the sale of the Physical Security Business joined Raymond James & Associates, Inc. (“Raymond James”), Raymond James began serving as the Company’s financial advisor. At various meetings during this period, the Board discussed with management and Raymond James potential paths to maximize value for the Company’s stockholders, including continuing to execute the standalone plan, pursuing potential strategic partnerships or commercial arrangements and evaluating potential acquisitions of companies in the Company’s industry or related markets that could enhance the Company’s scale, product offerings, customer relationships, manufacturing capabilities or other operational or financial synergies. The Board contemplated allocating 35-40% of its cash on hand to pursue one or more potential acquisitions, while also considering other potential strategic transactions.

Over the ensuing months, the Company, with input from its financial advisor, analyzed multiple potential targets fitting one or more of these profiles. Beginning in earnest in early 2025 and continuing for multiple months, the Company and its financial advisor contacted dozens of potential candidates with respect to potential strategic transactions.

The majority of potential acquisition targets reviewed by the Company did not satisfy the criteria identified by the Board, including with respect to product focus, synergies, financial profile, valuation expectations and other strategic and operational considerations. Certain parties contacted expressed interest in possibly acquiring the Company’s IoT Business or merging with the Company and continuing as a public company but most indicated valuation levels for the Company or its IoT Business that were determined to be not acceptable to the Board.

During the third quarter of 2024, the Company was approached by an operating company (“Party A”) to discuss a potential transaction. During that period, the Company, Imperial Capital and Party A held discussions, including calls and an in-person meeting, but Party A did not submit a written proposal. In those discussions, Party A had indicated a valuation range that was significantly below the Board’s expectations, and the discussions did not continue. Prior to these discussions, the Company and Party A had previously entered into a confidentiality and standstill agreement restricting Party A and its affiliates from acquiring equity securities or any assets of the Company for a period of 6 months following the date of the agreement and containing a “don’t ask don’t waive” provision restricting Party A from requesting the Company for a waiver of such restrictions, publicly or privately, with such “don’t ask don’t waive” restrictions expiring immediately after the Company’s entry into certain fundamental transactions with a third party, such as an acquisition of a majority of the voting securities or assets of the Company. The Company and its financial advisor had previously met with Party A in late 2023 and early 2024 to discuss the possible sale of the IoT Business, prior to the Company’s decision to pursue the sale of its Physical Security Business.

On February 6, 2025, the Company entered into a confidentiality agreement with an operating business (“Party B”). The confidentiality agreement did not include a standstill provision restricting Party B from acquiring securities or assets of the Company. Following entry into the confidentiality agreement, the Company provided diligence materials to and received diligence materials from Party B for purposes of evaluating a potential transaction.

On or about June 12, 2025, the Company received a non-binding summary of proposed terms relating to a potential acquisition by the Company of all of the issued and outstanding capital stock of Party B. The proposal contemplated a share-for-share exchange in which Party B would become a wholly owned subsidiary of the Company and Party B’s selling stockholder would receive shares of Company common stock representing at least a majority of the Company’s outstanding common stock.

On June 18, 2025, the Company, Party B and Party B’s selling stockholder entered into an exclusivity agreement providing for an initial 30-day exclusivity period, subject to extensions.

 

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On July 28, 2025, the Company received a non-binding indication of interest from a financial sponsor (“Party C”) to acquire 100% of the outstanding equity interests of the Company in an all-cash transaction. Party C had previously reached out on July 7, 2025, but the Company had not responded due to its exclusivity agreement with Party B.

While the broader strategic alternatives process was ongoing, commercial discussions with Trackonomy began. On August 20, 2025, Erik Volkerink, Chief Executive Officer of Trackonomy, Jason Wu, Chief Executive Officer of InPlay, and Ms. Newquist held an introductory call to discuss existing projects between the Company and InPlay and potential commercial opportunities among the Company, Trackonomy and InPlay.

On September 4, 2025, the Company entered into a mutual confidentiality and non-disclosure agreement with Party C in connection with the parties’ discussions regarding a possible transaction. The confidentiality agreement did not include a standstill provision restricting Party C, other than pursuant to securities trading restrictions applicable while Party C possessed material non-public information regarding the Company, from acquiring securities or assets of the Company. Following entry into the confidentiality agreement, the Company provided Party C with access to diligence materials for purposes of evaluating a potential transaction.

On September 5, 2025, the Company, Party C and an affiliate of Party C executed a non-binding summary of proposed terms with respect to a potential acquisition of the Company by Party C. In connection with the execution of the September 5 term sheet, the Company and Party C entered into an exclusivity agreement providing for a 35-day exclusivity period beginning on September 5, 2025, subject to automatic extension for an additional 15 days unless terminated in writing by one of the parties. On October 13, 2025, the Company and Party C amended the exclusivity agreement entered into in connection with the September 5 term sheet to extend the exclusivity period through October 31, 2025 and to remove any automatic extensions, with the remainder of the exclusivity agreement remaining in full force and effect.

On October 16, 2025, Ms. Newquist and Kim Macaulay, Sr. Vice President of Sales, Marketing, and Business Development of the Company, visited Trackonomy’s offices in San Jose, California to meet with Dr. Volkerink. During the meeting, the parties discussed the Company’s capabilities and product offerings and evaluated how the Company’s product offerings might be a fit with several of Trackonomy’s commercial opportunities. The parties also discussed Trackonomy capabilities, its artificial intelligence-enabled Sentient platform and toured the Trackonomy demonstration areas and research & development laboratories.

On November 13, 2025, Party C advised the Company that it had decided not to proceed with a potential transaction, citing several concerns identified in its due diligence as well as other conditions to proceeding with the potential transaction.

Following the termination of discussions with Party C in November 2025, the Company and Raymond James continued their efforts to identify other strategic transaction opportunities with respect to the IoT Business. Raymond James, in coordination with management, reached out to multiple parties who had previously been contacted to discuss a range of options for the IoT Business. Discussions progressed with three potential targets, including Party A, over the next several weeks.

On November 18, 2025, the Company and Party C’s respective financial advisors engaged in discussion regarding a possible asset sale structure. Party C discussed possibly offering a significantly lower amount for the operating business than had been previously contemplated, along with other contingencies. The Company and its financial advisor reviewed the potential proposal and the Company determined not to pursue it further based on its terms and the Company’s ongoing evaluation of other strategic alternatives.

On November 25, 2025, the Company received a non-binding indication of interest (“IOI”) from Party A with respect to a potential merger with the Company. Party A proposed an all-stock transaction in which the combined company would retain the Company’s Nasdaq listing and the Company’s stockholders would receive

 

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stock consideration. Party A’s proposal was subject to further due diligence and a number of conditions, including the ability to achieve the contemplated synergy plan, and a requirement that the Company reimburse Party A for its reasonable and documented out-of-pocket transaction expenses. The Company and its financial advisor reviewed the potential proposal and the Company determined not to pursue it further based on the proposed terms.

On January 9, 2026, Dr. Volkerink and Ms. Newquist held a call to further discuss potential commercial opportunities between the Company and Trackonomy. During this meeting, the topic of a potential merger or sale of the IoT Business to Trackonomy was raised.

On January 15, 2026, Ms. Newquist, Dr. Volkerink and Andrew Gundlach of Bleichroeder LP, a significant stockholder of the Company, held a call to discuss ideas for potential strategic transaction opportunities and other topics.

On January 16, 2026, the Board held a meeting. A representative of Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”), the Company’s counsel, attended. At the meeting, Ms. Newquist provided an update on potential strategic transaction discussions, including the early discussions with Trackonomy and the other potential counterparties.

On January 21, 2026, the Board held a meeting. At the meeting management presented to the Board a business overview on Trackonomy, including its strategy and business objectives. The Board discussed the potential strategic fit and synergies that a business combination would enable. The Board also further reviewed status of other strategic transaction discussions, which at this point were ongoing with three potential interested parties.

On January 27, 2026, Dr. Volkerink, Manfred Mueller, the Company’s Chief Strategy Officer, Ms. Newquist and Natalie Gibson, Trackonomy’s Head of Strategy at the time, held a call to discuss the Company’s R&D and operational capabilities related to the Company’s BLE platform and Trackonomy’s interest and commercial opportunities related to these capabilities.

From January 15 through January 28, 2026, representatives of Raymond James, on behalf of the Company, had periodic discussions with representatives of Trackonomy on potential terms for a purchase of the assets of the Company’s business for stock. The parties initially discussed selling such assets in exchange for $20 million in Trackonomy preferred stock, with the Company acquiring another $5 million in such stock to provide cash to support the transition of the IoT Business to Trackonomy. Negotiations continued, with an emphasis by Trackonomy on additional cash required to support the IoT Business if sold to Trackonomy.

From January 20, 2026 to January 28, 2026, the Company, primarily through Jim Ousley, Chair of the Board, had several calls with Dr. Volkerink to discuss the Company’s strategic opportunities and Trackonomy’s growth prospects, market opportunity, synergies including combined strategic projects, integration, valuation, and prospective terms. These discussions included a proposed sale of the Company’s IoT Business and transfer of $25 million in cash in exchange for $50 million of Trackonomy stock, with the additional cash sought to support the transition of the IoT Business to positive cash flow and the execution of key strategic growth programs.

On January 28, 2026, Ms. Gibson, Dr. Volkerink, Mr. Ousley, and Mr. Gundlach held a call to discuss further the proposed sale of the IoT Business, Trackonomy’s valuation and the prospective terms for a transaction with Trackonomy as previously discussed with Dr. Volkerink and Mr. Ousley.

On February 3, 2026, Ms. Newquist sent an email update to the Board informing them that of the remaining prospective buyer parties in recent discussions, only two remained in active dialogue, Party A and Trackonomy. Trackonomy had provided a nonbinding summary of terms (“LOI”), and another, Party A, had sent a preliminary indication of interest (“IOI”) for consideration. The LOI from Trackonomy and Party A’s IOI were provided to the Board for review.

 

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On February 6, 2025, representatives from Raymond James had a call with Dr. Volkerink to seek to finalize the terms of the proposed LOI based on the January 28^th discussions.

On February 13, 2026, Ms. Newquist sent an email update to the Board with a copy of the updated LOI from Trackonomy and an updated IOI from Party A. The IOI from Party A provided for a purchase of the assets of the Company in consideration for a small upfront payment and the bulk of the consideration contingent on the IoT Business hitting specified performance criteria tied to execution of the Company’s “stretch” plan and to satisfaction of specified development milestones.

On February 16, 2026, the Board held a meeting to discuss strategic alternatives, including the proposed final draft LOI from Trackonomy and the IOI from Party A, as well as other alternatives. The Board reviewed and discussed in detail the Trackonomy LOI and the IOI from Party A. With respect to the IOI, the Board considered the execution risk associated with the aggressive performance metrics as well as perceived execution risks with a party with whom it had held conversations on and off over the course of many quarters without agreeing on terms. The Board also discussed the possibility of continuing the operation of the IoT Business as a standalone business with the prospect for continuation of significant negative cash flow for up to several years and the potential liquidation and wind-up of the IoT Business with ultimate distribution of the remaining net cash proceeds to stockholders after satisfaction of shutdown costs. At the conclusion of the meeting, the Board authorized the officers to enter into the nonbinding LOI with Trackonomy.

On February 17, 2026, the Company and Trackonomy executed a non-binding LOI with respect to a potential transaction involving the IoT Business. The February 17 LOI contemplated that the Company would sell and transfer to Trackonomy substantially all of the assets constituting the IoT Business together with $25.0 million in cash for 2,491,280 shares of Series C Preferred Stock of Trackonomy, valued for purposes of the proposed transaction at $20.07 per share, the price per share at which Trackonomy had sold such stock to investors in its most recent equity financing. The LOI provided that such shares would represent, as of the signing of a definitive agreement, not less than 4.7% of Trackonomy’s outstanding capital stock on a fully diluted, post-issuance basis. In addition, the LOI contemplated that, promptly following execution of the term sheet, the parties would enter into a customary exclusivity agreement providing for a 30-day exclusivity period, subject to a 15-day extension under specified circumstances.

As contemplated by the February 17 LOI, the Company and Trackonomy entered into an exclusivity agreement, effective as of March 1, 2026. The exclusivity agreement provided for an initial 30-day exclusivity period, subject to a 15-day extension under specified circumstances and Trackonomy’s right to terminate the exclusivity period upon notice to the Company. The Company and Trackonomy subsequently amended the exclusivity agreement on April 14, 2026, April 24, 2026, May 6, 2026 and June 15, 2026 to extend the exclusivity period, ultimately through 11:59 p.m., Eastern time, on June 23, 2026.

Following entry into the LOI, from February 2026 through June 2026, representatives of the Company and Trackonomy, together with their respective advisors, engaged in ongoing mutual due diligence, management discussions and negotiations regarding the proposed transaction. These discussions included, among other things, operational, manufacturing, sales, customer service, finance and legal matters, as well as the scope and terms of the definitive transaction agreements.

On March 2, 2026, the Board held a meeting. Representatives of Raymond James attended the meeting. At the meeting, Raymond James and the Company’s management reported on the status of the mutual due diligence between Trackonomy and the Company to date.

On March 11, 2026, Dr. Volkerink visited the Company’s plant in Bangkok, Thailand, accompanied by B.Y. Koh, VP of Operations of the Company. During the visit, Dr. Volkerink toured the facility and reviewed the Company’s manufacturing and operational capabilities in Bangkok. On March 12, 2026, following the Bangkok site visit, Dr. Volkerink and Mr. Koh discussed the plant capabilities, capacity and status of certain projects.

 

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Throughout the ensuing weeks, multiple diligence calls and meetings occurred among financial and legal advisors for each company.

On March 13, 2026, at the Company’s direction, Pillsbury sent Cooley LLP (“Cooley”), counsel to Trackonomy, an initial draft asset purchase agreement with respect to a potential sale of the IoT Business to Trackonomy. The draft contemplated that the Company would sell, transfer and assign to Trackonomy the assets primarily related to the IoT Business, including $25.0 million of purchased cash, accounts receivable, inventory, assigned contracts, intellectual property rights, technology assets, tangible personal property, transferable permits, books and records and associated goodwill, and that Trackonomy would assume specified liabilities related to the IoT Business while specified excluded assets and excluded liabilities would remain with the Company. The draft contemplated consideration consisting of shares of Trackonomy Series C Preferred Stock based on a $50.0 million base purchase price, valued at $20.07 per share, subject to adjustments for indebtedness, selling expenses, closing date cash and working capital, with post-closing adjustments to be settled through the issuance of additional Trackonomy Series C Preferred Stock or the surrender and cancellation of shares. The draft also included reciprocal representations and warranties, reciprocal interim operating covenants, a no-solicitation covenant, proxy statement and Company stockholder meeting provisions, a buyer stockholder written consent covenant, regulatory approval covenants, employee matters provisions, closing conditions, termination rights and post-closing indemnification provisions. The draft also contemplated ancillary agreements, including a voting and support agreement, buyer stockholder written consent, charter amendment, electronic delivery certificate and rights agreement addressing information and transfer rights with respect to the Trackonomy Series C Preferred Stock. At this stage, the draft was structured as an asset purchase agreement and did not yet include the separate purchase of the equity interests of Identiv (Thailand) Co., Ltd. that was ultimately reflected in the executed Agreement.

Between March 13, 2026 and June 24, 2026, representatives of the Company and Trackonomy, together with their respective financial and legal advisors, exchanged revised drafts of the transaction agreements and continued to negotiate and resolve open business and legal points. The principal issues negotiated during this period included the structure of the transaction, including the revision of the purchase agreement from an asset purchase agreement to a stock and asset purchase agreement to provide for the sale of all outstanding equity interests of Identiv (Thailand) Co., Ltd.; the scope of the purchased assets, assigned contracts, optional contracts and excluded assets; the scope of the liabilities to be assumed by Trackonomy and the liabilities to be retained by the Company; and the treatment of intercompany obligations and other separation matters.

The parties also negotiated the economic adjustment mechanics applicable to the proposed transaction. The initial March 13 draft contemplated adjustments to the number of shares of Trackonomy Series C Preferred Stock to be issued to, or surrendered by, the Company based on indebtedness, selling expenses, closing cash and working capital. In the final Agreement, the parties agreed that Trackonomy would issue a fixed number of shares of Trackonomy Series C Preferred Stock based on a $50.0 million purchase price divided by $20.07 per share, and that adjustments for closing date indebtedness and working capital would instead be reflected through the amount of cash to be transferred by the Company, including any post-closing cash true-up, rather than through changes to the number of Trackonomy shares issued in the transaction. The parties also negotiated provisions relating to specified optional customer contracts, including Trackonomy’s right to reject certain optional contracts and the treatment of related capital expenditure requirements and inventory.

In addition, the parties negotiated employee, transition and post-closing operating matters, transition services to be provided following closing, the temporary use of Identiv names and marks after closing, and procedures for non-assignable assets and wrong-pocket assets. The parties also revised the restrictive covenant provisions, including replacing the initial draft’s broader post-closing restrictive covenant framework with a two-year employee non-solicitation covenant, subject to customary exceptions.

The parties further negotiated the deal protection and termination provisions, including the scope of the Company’s non-solicitation obligations, the Company’s ability to provide information to and engage in

 

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discussions with third parties in response to certain unsolicited acquisition proposals, the circumstances under which the Board could change its recommendation in response to a superior proposal or intervening event, Trackonomy’s matching rights, the Company’s right to terminate the agreement to enter into a superior proposal, and the circumstances in which a $750,000 termination fee would be payable by the Company. The parties also negotiated the indemnification provisions, including the survival period, deductible and cap, the treatment of fundamental representations and fraud claims, special indemnification matters, and whether indemnification obligations would be satisfied in cash, Trackonomy shares or a combination thereof.

During this period, the parties and their advisors also finalized the form of voting and support agreement to be entered into by Trackonomy, the Company and certain funds affiliated with Bleichroeder LP, the form of Trackonomy stockholder written consent and charter amendment, the transition services summary of terms, intellectual property assignment documentation, the bill of sale and assignment and assumption agreement, and the governance and stockholder rights arrangements applicable to the Trackonomy Series C Preferred Stock to be issued to the Company in the transaction, including the Company’s board observer, information, transfer and related investor rights.

During this period, the Board and management also continued to review the Company’s potential post-closing strategy and other alternatives.

On March 19, 2026, the Board held a meeting. At the meeting, the Board discussed the benefits and costs of the Company remaining as a public company post-close of the proposed transaction with Trackonomy.

On March 31, 2026, representatives of the Company and Trackonomy held meetings in Sauerlach, Germany to discuss the Company’s R&D capabilities, product development, status of new machine installation in its lab, and various other topics. Participants included Ms. Newquist, Mr. Mueller, Dr. Volkerink and various employees of the Company.

Also on March 31, 2026, the Board met with Dr. Volkerink and Mr. Gundlach to discuss Trackonomy and the potential post-close strategy of the Company, including the rationale behind the strategy, the value creation potential, financial scenarios, as well as potential alternatives to this option. In addition, the parties discussed the prospective strategic partnership between Trackonomy and the Company after the closing of the proposed transaction with Trackonomy and the implications for the Company’s post-closing strategy.

On April 7, 2026, the Board held a meeting to further review the potential options for the Company following the proposed sale, including further discussion of the go-forward strategy versus a wind-down of the Company, as well as the possibility of not continuing to pursue the potential transaction. After a review of all options, the Board re-committed to moving forward with the Trackonomy transaction.

On April 9, 2026, the Board met with Dr. Volkerink and several members of his leadership team for a question-and-answer discussion regarding the valuation of the Trackonomy business and the future prospects of the Trackonomy business. In this connection, the parties discussed financial and other developments at Trackonomy since the company’s most recent equity financing, including but not limited to revenue growth, operational and development milestones achieved, and opportunities resulting from Trackonomy’s acquisition of InPlay. The Board and Trackonomy management also discussed future growth opportunities and prospects of Trackonomy’s business, including from anticipated synergies resulting from Trackonomy’s acquisition of the Company’s IoT Business.

On April 13, 2026, the Board held a meeting. Representatives of Pillsbury attended. The Board reviewed the April 9 meeting with Dr. Volkerink and the due diligence and financial and valuation information discussed at the April 9 meeting. The Board further considered and discussed the per share value of the Series C Preferred Stock to be issued to the Company. The Board discussed financial and other diligence materials that had been provided to and reviewed by the Company and its financial advisor. In assessing the $20.07 price per share

 

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ascribed to the Series C Preferred Stock for purposes of the transaction, the Board further considered the financial performance, including in particular the revenue growth, achieved by Trackonomy since its last equity financing when it had sold capital stock at such price. It further considered and discussed developments in that company’s product offerings and the opportunities afforded by Trackonomy’s acquisition of InPlay in 2025.

On April 15, 2026, the Company, Trackonomy and their respective advisors held an all-hands working session to discuss outstanding items, including remaining commercial, financial and legal matters. Participants included Ms. Newquist and Ed Kirnbauer, Chief Financial Officer of the Company, Dr. Volkerink and Keith Abrams, General Counsel of Trackonomy, a representative of Cooley, representatives of Raymond James and representatives of Pillsbury.

On April 17, 2026, the Board held a meeting. At the meeting the Board further discussed Trackonomy’s valuation and future prospects for Trackonomy in combination with the Company’s IoT Business. The Board met further on April 20, 2026 to discuss matters related to the proposed transaction, including a further assessment of Trackonomy’ prospects.

On April 20, 2026, representatives of the Company and Trackonomy, including Mr. Kirnbauer, Ms. Newquist, Dr. Volkerink, Mr. Abrams, Jordan Supowit, Manager of Financial Planning and Analysis at Trackonomy, and representatives of Raymond James, Cooley and Pillsbury held an all-hands working session to discuss outstanding matters. Similar meetings followed on April 21 and on April 22, 2026.

On April 27, 2026, the Board held a meeting. At the meeting, the Board discussed diligence, proposed final terms and the status negotiations, outstanding issues for the purchase agreement, communication planning and overall timing.

On May 5, 2026, representatives of Raymond James, Dr. Volkerink, Mr. Ousley and Ms. Newquist held a call to discuss the status of the mutual due diligence and the prospective timing for final agreement.

Throughout May and June 2026, representatives of the Company and Trackonomy, together with their respective legal and financial advisors, continued mutual due diligence and negotiated the definitive transaction documentation and related ancillary agreements.

On June 15, 2026, the Board held a meeting. At the meeting, the Board discussed the status of due diligence of Trackonomy and anticipated timing of signing.

On June 22, 2026, representatives of the Company, Trackonomy, Cooley and Pillsbury held a call to address remaining issues in the purchase agreement.

On June 24, 2026, the Board met to review the proposed transaction with Trackonomy and to determine whether to approve the Stock and Asset Purchase Agreement and the transactions contemplated thereby. Members of management and representatives of Raymond James and Pillsbury were also in attendance. Representatives of Pillsbury reviewed with the Board its fiduciary duties in connection with its evaluation of the proposed transaction and updated the Board on the final changes to the definitive agreements. Representatives of Raymond James summarized the process that had been undertaken, reviewed Raymond James’ financial analyses of the proposed transaction and delivered Raymond James’ opinion to the effect that, as of the date of such opinion and based upon and subject to the various assumptions, qualifications and limitations set forth therein, $25.0 million of the purchase price to be received by the Company for the sale of the purchased assets, other than the purchased cash, pursuant to the Stock and Asset Purchase Agreement was fair, from a financial point of view, to the Company. The Board discussed, among other matters, the Company’s standalone prospects, the risks and opportunities associated with the proposed transaction, the form and value of the consideration, the strategic rationale for combining the Company’s IoT Business with Trackonomy, the Company’s expected post-closing strategy and the terms of the transaction documents. After careful consideration and further discussion, the Board

 

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unanimously determined that the transaction was fair to, and in the best interests of, the Company and its stockholders, approved the Stock and Asset Purchase Agreement and the transactions contemplated thereby, and resolved to recommend that the Company’s stockholders approve the transaction.

Later that day, the Company entered into the Agreement with Trackonomy. Concurrently with the execution of the Agreement, the Company, Trackonomy and certain funds affiliated with Bleichroeder LP entered into a Voting and Support Agreement, pursuant to which such stockholders agreed, subject to the terms and conditions of the Voting and Support Agreement, to vote their covered shares in the Company in favor of the Asset Sale and against competing acquisition proposals.

Also on June 24, 2026, the Company issued a press release announcing that it had entered into the Agreement with Trackonomy and describing the Company’s expected post-closing strategy, including an expected strategic partnership framework agreement to collaborate on future software opportunities leveraging Trackonomy’s physical AI platform and the Company’s announced intention to pursue a stock repurchase program following the closing of the Asset Sale.

Recommendation of the Board; Reasons for the Asset Sale

Recommendation of the Board of Directors

The Board of Directors has determined that the Asset Sale, on the terms and subject to the conditions set forth in the Agreement, is fair to, and in the best interests of, the Company and its stockholders, and approved and declared advisable the Asset Sale and the transactions contemplated by the Agreement. Accordingly, upon the terms and subject to the conditions of the Agreement, the Board of Directors recommends that our stockholders vote “FOR” the Asset Sale Proposal, “FOR” the Asset Sale Compensation Proposal, and “FOR” the Adjournment Proposal.

Reasons for the Asset Sale

The Board of Directors’ decision to approve the Asset Sale was reached after a thorough strategic review process undertaken over an extended period of time in an effort to enhance stockholder value. The Board of Directors believes that as a result of this process, the Company will receive fair value for the IoT Business being divested, allow for the distribution via stock repurchase of $40 million to its stockholders, while maintaining sufficient capital for the Physical AI Solutions Business.

In evaluating the Agreement and the transactions contemplated by the Agreement, the Board of Directors consulted with the Company’s management and financial and legal advisors. In recommending that stockholders vote their shares of common stock in favor of the Asset Sale Proposal, the Board of Directors considered a number of factors, including the following (not necessarily listed in order of relative importance):

 

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The Company’s business and operations and its current and historical financial condition and results of operations;

 

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The Company’s strategic plan and financial projections and the risks and uncertainties in executing on the strategic plan and achieving such financial projections, including considerations detailed in “risk factors” set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended;

 

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The assessment, following a strategic review process, that alternatives other than the sale of the IoT Business were not reasonably likely to create greater value for the Company’s stockholders than the Asset Sale, taking into account business, industry, competitive and market risks as well as execution risks;

 

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The historic trading ranges of the Company’s common stock and the potential trading range of the Company’s common stock absent the announcement of the Agreement;

 

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•

The financial position of the Company following the Asset Sale;

 

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The transaction consideration of $50.0 million in Buyer Series C Preferred Stock;

 

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The potential upside in the value of Buyer Series C Preferred Stock issued in the transaction, based on Buyer’s prospects, including as a result of synergies resulting from Buyer’s acquisition of the Company’s IoT Business, as well as the risks attendant from holding such capital stock;

 

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The opportunities resulting from the anticipated strategic partnership with Buyer for the ongoing Physical AI Solutions business following the Asset Sale;

 

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The fact that the consideration was the result of extensive negotiations between the Company and Buyer and their respective advisors and the Board of Directors’ belief, after consultation with its financial advisor, that the consideration represented the highest price that Buyer was willing to pay;

 

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The opinion of Raymond James, delivered to the Board of Directors on June 24, 2026, that, as of such date and based upon and subject to the various assumptions, qualifications and limitations set forth therein, the Net Purchase Price to be received by the Company for the sale of the Purchased Assets (other than the Purchased Cash) pursuant to the Agreement was fair, from a financial point of view, to the Company, and the related financial analyses performed by Raymond James in connection with delivering its opinion, as more fully described below under the section entitled “—Opinion of the Company’s Financial Advisor” The full text of the written opinion of Raymond James, dated June 24, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the reviews undertaken in connection with the opinion, is attached as Annex B to this Proxy Statement, and is incorporated herein by reference;

 

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The Company’s ability under the Agreement, subject to certain conditions, to provide information to and engage in discussions or negotiations with third parties that make unsolicited alternative acquisition proposals;

 

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That if the Company were to receive an alternative acquisition proposal from a third party that the Board of Directors determines, in good faith, after consultation with its financial advisors and outside legal counsel, is or would be reasonably likely to lead to a Superior Proposal under the Agreement and that failure to take action would reasonably be expected to be inconsistent with its fiduciary duties, the Board of Directors would be able, subject to certain conditions, to consider such Superior Proposal;

 

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That if the Company were to receive an alternative acquisition proposal from a third party that the Board of Directors determines, in good faith, after consultation with its financial advisors and outside legal counsel, is a Superior Proposal under the Agreement and that failure to take action would reasonably be expected to be inconsistent with its fiduciary duties, the Board of Directors would be able, subject to certain conditions, to change its recommendation that the Company’s stockholders vote in favor of the Asset Sale Proposal and/or terminate the Agreement in order to pursue such Superior Proposal;

 

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The ability under the Agreement for the Board of Directors, subject to certain conditions, to change its recommendation in favor of the Asset Sale in response to an intervening event if the Board of Directors determines, in good faith, after consultation with its financial advisors and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties;

 

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The other termination provisions contained in the Agreement, including the fact that the Board of Directors believed that the termination fee to Buyer of $750,000 is reasonable in light of, among other things, the benefits of the Asset Sale to stockholders, the typical size of such fees in similar transactions and the likelihood that, in either or both cases, such fee would not preclude or unreasonably restrict the emergence of alternative acquisition proposals;

 

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•

The likelihood of completion of the Asset Sale, taking into account:

 

•

the fact that the conditions to the Asset Sale are limited and customary; and

 

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the ability of the Company to specifically enforce the Agreement, including Buyer’s obligation to consummate the Asset Sale, subject to the terms and conditions therein.

 

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The fact that the Agreement was the product of arm’s-length negotiations and contained terms and conditions that are, in the Company’s view, favorable to the Company and its stockholders;

 

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The fact that the Agreement was unanimously approved by the Board of Directors, which is comprised of a majority of independent directors who are not affiliated with Buyer and are not employees of the Company or any of its subsidiaries, and which received advice from the Company’s financial and legal advisors in evaluating, negotiating and recommending the terms of the Agreement; and

 

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The condition that the Asset Sale must be approved by the holders of a majority of the voting power of the outstanding shares of the Company’s common stock and Series B Preferred Stock so that stockholders will have the right to approve or disapprove of the Asset Sale.

The Board of Directors also considered a number of uncertainties, risks and other factors in its deliberations concerning the Asset Sale and the other transactions contemplated by the Agreement, including the following (not necessarily listed in order of relative importance):

 

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The fact that the divestiture of the assets and liabilities of the IoT Business would result in the loss of substantially all of the Company’s revenue and stockholders forgoing the opportunity to realize the potential long-term value of the successful execution of the Company’s current strategy for the IoT Business;

 

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The fact that, under specified circumstances, the Company may be required to pay Buyer a $750,000 termination fee in the event the Agreement is terminated and the effect this could have on the Company, including the possibility that the termination fee payable by the Company upon the termination of the Agreement under certain circumstances could discourage some potential acquirers from making an alternative acquisition proposal, although the Board of Directors believes that the termination fee is reasonable in amount and would not unduly deter any other party that might be interested in acquiring the Company or the IoT Business;

 

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The significant costs involved in connection with entering into and completing the Asset Sale and the substantial time and effort of management required to complete the Asset Sale, which could affect the Company’s business operations;

 

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The impact of the announcement, pendency or completion of the Asset Sale, or the failure to complete the Asset Sale, on the Company’s relationships with its employees (including making it more difficult to attract and retain key personnel and the possible loss of key management and other personnel), customers and suppliers (including as a result of contracts with provisions that require consent for, or have implications upon, an assignment);

 

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The restrictions in the Agreement on the Company’s conduct of business prior to completion of the Asset Sale, although customary for a transaction such as this, which could delay or prevent the Company from undertaking business opportunities that may arise, or taking other actions with respect to its operations that the Board of Directors and management might believe are appropriate or desirable;

 

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The risk that the Asset Sale may not be consummated despite the parties’ efforts or that consummation may be unduly delayed, including the possibility that the conditions to the parties’ obligations to complete the Asset Sale may not be satisfied and the potential resulting disruptions to the Company’s business;

 

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•

The fact that while the Company expects the Asset Sale to be completed if the Asset Sale Proposal is approved by stockholders, there can be no assurance that all conditions to the parties’ obligations to complete the Asset Sale will be satisfied;

 

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The risk that stockholders do not approve the Asset Sale Proposal;

 

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The fact that the market price of the Company’s common stock could be affected by many factors if the Agreement were terminated, including: (1) the reason or reasons for such termination and whether such termination resulted from factors adversely affecting the Company; (2) the possibility that as a result of the termination of the Agreement possible acquirers may consider the Company or the IoT Business to be a less attractive acquisition candidate; and (3) the possible sale of the Company’s common stock by short-term investors following an announcement that the Agreement was terminated;

 

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The risk associated with the Company’s ability to execute on its new business plan, to enter into a definitive strategic partnership agreement with Buyer and the Company’s ability to derive benefits and synergies from any such agreement;

 

•

The fact that the Company’s directors and executive officers may have financial interests in the transactions that are not shared by all stockholders, including interests of the type and nature described in the section entitled “—Interests of Certain Persons in the Asset Sale”;

 

•

The risk of litigation, injunctions or other legal proceedings related to the transaction; and

 

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The risks of the type and nature described under the section entitled “Risk Factors” and the matters described under the section entitled “Cautionary Note Regarding Forward-Looking Statements”.

The Board of Directors believed that, overall, the potential benefits of the Asset Sale to stockholders outweighed the risks and uncertainties of the Asset Sale.

This discussion of the information and factors considered by the Board of Directors in reaching its conclusions and recommendation includes the principal factors considered by the Board of Directors, but is not intended to be exhaustive and may not include all of the factors considered by the Board of Directors. In view of the wide variety of factors considered in connection with its evaluation of the Asset Sale and the other transactions contemplated by the Agreement, and the complexity of these matters, the Board of Directors did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Asset Sale and the other transactions contemplated by the Agreement, and to make its recommendation to the Company’s stockholders. Rather, the Board of Directors viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of the Company’s management and advisors, as well as its experience and history. In addition, individual members of the Board of Directors may have assigned different weights to different factors.

Certain of the Company’s directors and executive officers have interests in the Asset Sale that are different from, or in addition to, those of the Company’s stockholders. The Board of Directors was aware of and considered these potential interests, among other matters, in evaluating the Asset Sale and in making its recommendation to the Company’s stockholders. For a discussion of these interests, see the section entitled “—Interests of Certain Persons in the Asset Sale”.

The Board of Directors unanimously determined that the Agreement and the transactions contemplated by the Agreement were advisable to and in the best interests of the Company and its stockholders and approved the Agreement. Accordingly, the Board of Directors unanimously recommends that stockholders vote “FOR” the Asset Sale Proposal at the Annual Meeting.

 

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Business of the Company Following the Asset Sale

Go Forward Business

Following the completion of the Asset Sale, the Company intends to operate as a publicly traded physical AI solutions business focused on acquiring and operating SaaS businesses in highly regulated industries that provide compliance, operations, traceability and regulatory software solutions that the Company believes may benefit from the integration with Buyer’s physical AI platform, including the incorporation of BLE- and RFID-enabled physical data.

Strategy

The compliance software market is undergoing a structural transition. Historically, compliance software has been designed primarily to manage compliance, operations activities through workflows, documentation, audit preparation and reporting. Management believes that advances in artificial intelligence are increasingly enabling many of these administrative functions to be performed through AI-powered tools, reducing differentiation among traditional workflow-based software solutions and placing increasing competitive pressure on many compliance SaaS providers. This may lead some small and mid-sized companies to seek additional capital, which could create acquisition opportunities at attractive valuations. At the same time, management believes that regulators are increasingly demanding verifiable evidence of compliance—not self-reported records or periodic audits.

The Company believes the next generation of compliance software will increasingly be defined not only by its ability to manage compliance and operational workflows, but also by its ability to verify compliance through objective, evidence-based operational data collected directly from the physical environment. This data may include real-time location, temperature, environmental, and other physical measurements gathered by low cost BLE and RFID labels, as required to comply with regulations. Beyond compliance, this operational data is expected to provide businesses with greater visibility into their operations, enabling more informed decision-making while reducing the costs and inefficiencies associated with manual data collection. We believe the combination of low-cost intelligent smart-labels, incorporating the Company’s RFID label technology, with Buyer’s InPlay chips and AI based intelligence data solutions creates a foundation for differentiated capabilities for next generation SaaS businesses.

Accordingly, the Company’s strategy is to acquire established compliance SaaS businesses with recurring subscription revenue, strong customer relationships and deep regulatory expertise within highly regulated end-markets and enhance those businesses through the integration of physical AI technologies provided by Buyer. Rather than replacing existing software platforms, the Company intends to augment them by enabling the automated collection of continuously generated, verifiable physical-world operational data through the use of Buyer smart-labels and related AI-based intelligence data solutions. The Company also believes that economies of scale will be generated through elimination of duplicative functions, especially related to general and administrative functions.

Management believes this approach should improve the value of acquired software platforms by increasing competitive differentiation and expanding revenue opportunities by providing customers with objective operational data that should improve compliance verification, operational visibility and decision-making.

Acquisition Strategy

The Company intends to focus on acquiring SaaS businesses serving industries where regulatory compliance, operational traceability and evidence-based reporting are critical business requirements (“Target Opportunities”). These industries may include healthcare operations, worker safety (EHS), pharmaceutical supply chains, food safety, medical device compliance, environmental and water quality management, and industrial operations (“Target Markets”).

 

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Management expects to evaluate acquisition opportunities based on a number of factors, including the quality of recurring subscription revenue, established customer relationships, the opportunity to enhance existing services and revenue through the integration of physical AI capabilities, the target company’s capital requirements and growth profile, and overall strategic and financial fit within the Company’s acquisition strategy.

Physical AI Platform

Following each acquisition, the Company intends, where appropriate, to utilize and integrate Buyer’s physical AI platform, including RFID, sensors, telemetry, connected devices, smart BLE labels and real-time data infrastructure, with the acquired software platform.

Management believes these capabilities should automate the collection of operational information that has historically been gathered manually or through periodic inspections, and thus provide evidence based, verifiable data. Examples include: continuous temperature monitoring, environmental condition monitoring, real-time location tracking, chain-of-custody verification and automated compliance documentation.

Management believes that continuously generated, evidence-based operational data should enhance the functionality of acquired software platforms by providing customers with objective information that supports regulatory compliance while reducing administrative effort associated with collecting, documenting and validating compliance information and increasing operational efficiencies and associated cost savings.

Expected Strategic Partnership with Buyer

The Company and Buyer expect to enter into a definitive agreement for a strategic partnership with Buyer establishing the commercial framework under which the parties will collaborate to integrate Buyer’s physical AI technologies into the Company’s Target Opportunity acquired SaaS businesses.

Under the anticipated strategic partnership agreement, Buyer is expected to provide the physical AI infrastructure supporting the Company’s strategy, including sensors, smart BLE labels, telemetry, connectivity structured data layer, and related software. The definitive agreement is also expected to establish commercial arrangements governing prospective jointly offered products and services, including revenue-sharing arrangements.

Management believes that the Company’s equity ownership in Buyer, together with the strategic partnership, aligns the long-term interests of both organizations, prospectively enhancing value for both companies, while preserving their independence as separate companies.

Revenue Model

The Company expects the Target Opportunity acquired businesses to continue generating recurring subscription revenue from their existing SaaS offerings while expanding their product portfolios and service offerings through the integration of Buyer’s physical AI capabilities.

Management believes that combining software with continuously generated, verifiable physical-world operational data should create opportunities to introduce enhanced platform functionality, premium subscription offerings and additional recurring revenue streams. Revenue is expected to be generated from recurring SaaS subscriptions, premium pricing tiers for services providing verified compliance and operational data, implementation and integration services, and sales of sensors, connected labels and related hardware deployed through the acquired software businesses.

 

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Capital Resources

Following the closing of the Asset Sale, the Company intends to significantly reduce the net negative cash flow of its business. Expense reductions are expected to include those coming from the termination of losses associated with the divested operating business along with streamlining corporate overhead to the new business strategy.

Management currently expects to allocate approximately $30 million toward acquisitions and approximately $12-15 million to fund operating expenses, and the costs associated with operating as a public company for an estimated three-year period. These allocations reflect current expectations and may change based on different revenue and expense contributions from the Target Opportunity acquisitions, overall operating results, capital requirements and market conditions.

The Company has commenced evaluating potential acquisition opportunities in the Target Markets and expects to continue discussions with prospective acquisition candidates following the Closing. Although management would like to complete its first acquisition shortly after the Asset Sale, there can be no assurance regarding the timing or completion of any acquisition.

Acquisition Structuring

The Company currently intends to acquire the Target Opportunities for a combination of cash and structured equity. The approach to the structured equity component of acquisitions will potentially include some of the following elements: issued equity vesting over time, options or warrants with strike prices higher than the current market price at the time of the transactions, or equity only issued based on post-closing performance of the acquired business over time. Potential deal structures could contain some or all of these structural elements and will be subject to negotiation with the targets.

Governance and Strategic Alignment

Following the closing of the Asset Sale, the Company expects that Jim Ousley, Chairman of the Company’s Board of Directors, will be appointed as a non-voting board observer to Buyer’s board of directors. In addition, Dr. Erik Volkerink, Chief Executive Officer of Buyer, is expected to serve as a non-voting board observer to the Company’s Board of Directors.

Management believes these observer arrangements will facilitate information sharing and strategic partnership collaboration as the parties develop and commercialize physical AI-enabled compliance solutions while maintaining the separate governance and independence of each organization.

Organization and Management

Following the closing of the Asset Sale, the Company intends to significantly streamline its organizational structure to support its new strategic focus in the proposed Physical AI Solutions Business. As part of this transition, the Company intends to recruit senior leadership with significant experience in SaaS businesses, mergers and acquisitions, and post-acquisition integration to lead the organization and execute the Company’s long-term growth strategy.

Management expects the Company to operate initially with a lean, cross-functional corporate team dedicated to sourcing and executing acquisitions, managing the strategic partnership with Buyer, and fulfilling the Company’s responsibilities as a publicly traded company.

The Company’s initial post-closing corporate organization is expected to include executive leadership together with professionals responsible for corporate development, finance, strategic partnerships, integration,

 

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and public company administration. Management believes that maintaining a streamlined corporate structure will provide operational flexibility while enabling the Company to deploy a greater portion of its available capital toward acquisitions and growth initiatives.

Management anticipates that the Company’s employee operational base will increase following the completion of acquisitions, beginning with the expected first acquisition after the Asset Sale. The timing and size of future workforce growth will depend on the number, size and nature of acquisitions completed and the Company’s integration strategy.

Opinion of the Company’s Financial Advisor

The Company retained Raymond James as financial advisor on September 11, 2025 (amending a prior engagement letter with Imperial Capital, LLC). Raymond James is a globally recognized investment banking firm offering a full range of investment banking services to its clients. In the ordinary course of its investment banking business, Raymond James is regularly engaged in the valuation of companies and their securities in connection with mergers and acquisitions and other corporate transactions. Pursuant to its engagement, the Board of Directors requested that Raymond James evaluate the fairness, from a financial point of view, to the Company of the Net Purchase Price to be received by the Company for the sale of the Purchased Assets (other than the Purchased Cash) pursuant to the Agreement.

At the June 24, 2026 meeting of the Company’s Board of Directors, representatives of Raymond James rendered Raymond James’s opinion, subsequently confirmed in writing and dated June 24, 2026, to the Board of Directors (in its capacity as such), as to the fairness, as of such date, from a financial point of view, to the Company of the Net Purchase Price to be received by the Company for the sale of the Purchased Assets (other than the Purchased Cash) pursuant to the Agreement, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Raymond James in connection with the preparation of the opinion.

The full text of the written opinion of Raymond James, dated June 24, 2026, is attached as Annex B. The summary of the opinion of Raymond James set forth in this Proxy Statement is qualified in its entirety by reference to the full text of such written opinion. The Company’s stockholders are urged to read the entire opinion carefully in connection with their consideration of the Asset Sale. The opinion of Raymond James speaks only as of the date of the opinion and does not reflect any developments that may occur or may have occurred after the date of its opinion and prior to the completion of the Asset Sale.

Raymond James provided its opinion for the information of the Board of Directors (in its capacity as such) in connection with, and for purposes of, its consideration of the Asset Sale and its opinion only addresses whether the Net Purchase Price to be received by the Company for the sale of the Purchased Assets (other than the Purchased Cash) pursuant to the Agreement, was fair, from a financial point of view, to the Company. The Raymond James opinion does not constitute a recommendation to any Company stockholder as to how said stockholder should vote with respect to the Asset Sale. Raymond James does not express any opinion as to the form of consideration, any adjustments to the Purchase Price, the sale of the Purchased Cash or the terms or value of the shares of Buyer Series C Preferred Stock. Raymond James’s opinion was approved by Raymond James’s opinion committee.

In connection with its review of the proposed Agreement and the preparation of its opinion, Raymond James, among other things:

 

•

reviewed the financial terms and conditions as stated in the draft of the Agreement dated as of June 24, 2026 (the “agreement”);

 

•

reviewed certain information related to the historical condition and prospects of the Company, as made available to Raymond James by or on behalf of the Company, including, but not limited to, financial projections prepared by the management of the Company (the “Projections”);

 

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•

reviewed the Company’s recent public filings and certain other publicly available information regarding the Company;

 

•

reviewed the financial and operating performance of the IoT Business and those of other selected public companies that Raymond James deemed to be relevant;

 

•

considered certain publicly available financial terms of certain transactions Raymond James deemed to be relevant;

 

•

conducted such other financial studies, analyses and inquiries and considered such other information and factors as Raymond James deemed appropriate;

 

•

received a certificate addressed to Raymond James from a member of senior management of the Company regarding, among other things, the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, Raymond James by or on behalf of the Company; and

 

•

discussed with members of the senior management of the Company certain information relating to the aforementioned and any other matters which Raymond James deemed relevant to its inquiry including, but not limited to, the past and current business operations of the Company and the financial condition and future prospects and operations of the Company.

With the Company’s consent, Raymond James assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of the Company or otherwise reviewed by or discussed with Raymond James. Raymond James did not undertake any duty or responsibility to, nor did Raymond James, independently verify any of such information. Raymond James did not make or obtain an independent appraisal of the assets or liabilities (contingent or otherwise) of the Company. With respect to the Projections and any other information and data provided to or otherwise reviewed by or discussed with Raymond James, Raymond James, with the Company’s consent, assumed that the Projections and such other information and data have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of the Company, and Raymond James relied upon the Company to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. Raymond James expressed no opinion with respect to the Projections or the assumptions on which they are based. Raymond James assumed that the final form of the agreement would be substantially similar to the draft reviewed by Raymond James, and that the Asset Sale would be consummated in accordance with the terms of the Agreement without waiver or amendment of any conditions thereto. Furthermore, Raymond James assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Agreement were true and correct and that each such party would perform all of the covenants and agreements required to be performed by it under the Agreement without being waived. Raymond James relied upon and assumed, without independent verification, that (i) the Asset Sale would be consummated in a manner that complies in all respects with all applicable international, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Asset Sale would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the Asset Sale or the Company that would be material to its analyses or the opinion.

The Raymond James opinion was based upon market, economic, financial and other circumstances and conditions existing and disclosed to Raymond James as of June 24, 2026, and any material change in such circumstance and conditions would require a reevaluation of the Raymond James opinion, which Raymond James is under no obligation to undertake. Raymond James relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Raymond James that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Raymond James incomplete or misleading in any material respect.

 

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Raymond James expressed no opinion as to the underlying business decision to effect the Asset Sale, the structure or tax consequences of the Asset Sale or the availability or advisability of any alternatives to the Asset Sale. Raymond James provided advice to the Board of Directors with respect to the proposed Asset Sale. Raymond James did not, however, recommend any specific amount of consideration or that any specific consideration constituted the only appropriate consideration for the Asset Sale. Raymond James’s opinion was limited to, as of the date of the opinion and based upon and subject to various assumptions, qualifications and limitations set forth herein, the Net Purchase Price to be received by the Company for the sale of the Purchased Assets (other than the Purchased Cash) pursuant to the Agreement, was fair, from a financial point of view, to the Company.

Raymond James expressed no opinion with respect to any other reasons, legal, business, or otherwise, that may support the decision of the Board of Directors to approve or consummate the Asset Sale. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, Raymond James relied, with the consent of the Board of Directors, on the fact that the Company was assisted by legal, accounting and tax advisors, with the consent of the Board of Directors, Raymond James relied upon and assumed the accuracy and completeness of the assessments of the Company and its advisors as to all legal, accounting and tax matters with respect to the Company and the Asset Sale.

In formulating its opinion, Raymond James considered only what Raymond James understood to be the purchase price received by the Company as is described in the Agreement, and Raymond James did not consider, and did not express an opinion on, the fairness of the amount or nature of any compensation to be paid or payable to any of the Company’s officers, directors or employees, or class of such persons, whether relative to the compensation received by the Company or otherwise. Raymond James was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things, the fairness of the Asset Sale to the holders of any class of securities, creditors, or other constituencies of the Company, or to any other party. Raymond James did not express any opinion as to the impact of the Asset Sale on the solvency or viability of the Company or the ability of the Company to pay its obligations when they come due. Raymond James did not express any opinion as to the form of consideration, any adjustments to the Purchase Price, the sale of the Purchased Cash or the terms or value of the shares of Buyer Series C Preferred Stock.

The delivery of the opinion was approved by an opinion committee of Raymond James.

In the ordinary course of its business, Raymond James may trade in the securities of the Company for its own account or for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. Raymond James provided certain services to the Company (in the previous two years), including acting as a buy side advisor, for which Raymond James was paid a fee. Furthermore, Raymond James may provide investment banking, financial advisory and other financial services to the Company and/or other participants in the Asset Sale in the future, for which Raymond James may receive compensation.

It was understood that the opinion is for the information of the Board of Directors (solely in each director’s capacity as such) in evaluating the proposed Asset Sale and did not constitute a recommendation to any stockholder of the Company regarding how said stockholder should vote on the proposed Asset Sale. Furthermore, the opinion should not be construed as creating any fiduciary duty on the part of Raymond James to any such party. The opinion may not be reproduced or used for any other purpose without Raymond James’s prior written consent, except that the opinion may be disclosed in and filed with a proxy statement used in connection with the Asset Sale that is required to be filed with the SEC, provided that the opinion is quoted in full in such proxy statement.

 

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Material Financial Analyses

The following is a summary of the material financial analyses reviewed by Raymond James with the Board of Directors at its meeting on June 24, 2026, which material was considered by Raymond James in rendering its opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Raymond James, nor does the order of analyses described represent relative importance or weight given to those analyses by Raymond James. Some of the summaries of the financial analyses include information presented in tabular format. To fully understand the material financial analyses reviewed by Raymond James, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of such material financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 16, 2026, and is not necessarily indicative of current market conditions.

Selected Companies Analysis. Raymond James reviewed certain data for selected companies with publicly traded equity securities that it deemed relevant in its professional judgment for its analysis. Raymond James selected certain companies that (1) operate in markets and technologies focusing on access control, identification, and security-related solutions; (2) reflect a mix of diversified technology and industrial firms with products in electronic security, RFID, and connected systems; and (3) companies that primarily operate in the security and identification technology markets and suit the Company’s financial scale using the following criteria: (i) less than $100 million in market capitalization and (ii) less than $100 million in revenue.

Raymond James calculated various financial multiples and ratios for each of the selected companies based on financial data as of June 16, 2026, information obtained from SEC filings, Wall Street equity research, and consensus estimates from S&P Capital IQ. The multiples and ratios of the Company were based on information provided and approved by the Company.

With respect to the selected companies, Raymond James calculated Total Enterprise Value (“TEV”) as a multiple of latest twelve months (“LTM”) of revenue. The results of these analyses are summarized as follows:

Selected Companies – Industry Reference

 

Company		TEV / LTM Revenue		TEV / 2026E Revenue
ASSA ABLOY		2.8x		2.8x
Avery Dennison		1.8x		1.7x
Zebra Technologies		2.5x		2.3x
CCL Industries		2.1x		2.0x
Dormakaba		1.0x		1.0x
Nedap		2.2x		2.1x
TagMaster		1.3x		1.2x
1st Quartile		1.5x		1.5x
Mean		2.0x		1.9x
Median		2.1x		2.0x
3rd Quartile		2.4x		2.2x
Identiv – Proposed Consideration		1.1x		0.9x

 

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Selected Companies – Financial Profile Reference

 

Company		TEV / LTM Revenue		TEV / 2026E Revenue
Aware		0.7x		n/a
Better Online Solutions		0.5x		n/a
Precise Biometrics		1.9x		n/a
Cemtrex		0.3x		n/a
BIO-key International		0.4x		n/a
Kustom Entertainment		0.0x		n/a
1st Quartile		0.3x		n/a
Mean		0.6x		n/a
Median		0.4x		n/a
3rd Quartile		0.6x		n/a
Identiv – Proposed Consideration		1.1x		0.9x

Selected Transactions Analysis. Raymond James reviewed certain data for selected transactions that it deemed relevant in its professional judgment for its analysis. Raymond James selected certain companies since May 2016. Raymond James calculated various financial multiples and ratios for each of the selected transactions based on information obtained from SEC filings, Equity Research, and consensus estimates from S&P Capital IQ.

The following table presents the transactions analyzed and the results of this analysis:

 

Target		Buyer
ELATEC		Allegion
Bluebird		TSC Auto ID
Paragon ID		Grenadier Holdings
Lodging Access Systems (RFID Hotels)		CCL Industries
Nordic ID		Brady
AVX Corporation		Kyocera
Smartrac’s RFID Business		Avery Dennison
HERMOS		Elevion
Checkpoint Systems		CCL Industries
				TEV / Revenue
1st Quartile				0.9x
Mean				1.8x
Median				1.4x
3rd Quartile				1.8x
Identiv – Proposed Consideration				1.1x

Discounted Cash Flow Analysis. Raymond James performed a discounted cash flow analysis of the Company based on the Projections.

Using discount rates ranging from 14% to 16%, Raymond James discounted to present value as of June 16, 2026 (i) estimates of unlevered free cash flow for the Company for the years 2026 through 2029 and (ii) a range of illustrative terminal values for the Company to a terminal year estimate of the free cash flow to be generated by the Company, as reflected in the Projections (which analysis implied exit terminal year EBITDA multiples ranging from 0.7x to 1.3x). The Company derived such discount rates by application of estimates of the Company’s weighted average cost of capital. Raymond James derived ranges of illustrative enterprise values for the Company by adding the ranges of present value it derived above. The results of the discounted cash flow analysis indicated a range of enterprise values for the IoT Business from $14.5 million to $43.5 million. The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are

 

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highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values and discount rates, and the results are not necessarily indicative of actual value or future results.

Additional Considerations. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Raymond James’s opinion. In arriving at its fairness determination, Raymond James considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Raymond James made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the contemplated transaction.

Raymond James prepared these analyses for purposes of Raymond James providing its opinion to Board of Directors as to the fairness from a financial point of view of the Net Purchase Price to the Company. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Raymond James or any other person assumes responsibility if future results are materially different from those forecast.

The Purchase Price was determined through arm’s-length negotiations between the Company and Buyer and was approved by Board of Directors. Raymond James did not recommend any specific amount of consideration to the Company or its Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

As described above, Raymond James’s opinion to the Board of Directors was one of many factors taken into consideration by the Board of Directors in making its determination to approve the Asset Sale. The foregoing summary does not purport to be a complete description of the analyses performed by Raymond James in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Raymond James attached as Annex B.

For its services as financial advisor to the Company in connection with the Asset Sale, the Company has agreed to pay Raymond James a transaction fee of $2,250,000, in addition to $350,000 for the opinion, which was due and payable upon the rendering of Raymond James’s opinion (regardless of the conclusion reached in the opinion) and the remainder of which will be paid upon, and subject to, consummation of the Asset Sale. The Company has also agreed to reimburse Raymond James for its expenses incurred in connection with its services, including the fees and expenses of its counsel, and will indemnify Raymond James against certain liabilities arising out of its engagement.

Raymond James and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Raymond James and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Buyer, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transaction contemplated by the Agreement. Raymond James acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the Agreement. Raymond James has provided certain services to the Company (in the previous two years), including acting as buy side advisor, for which it has been paid a fee. Raymond James may also in the future provide financial advisory and/or underwriting services to the Company and/or other participants in the Asset Sale for which Raymond James may receive compensation.

 

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Certain Unaudited Prospective Financial Information

In connection with the Asset Sale, the Company prepared unaudited pro forma financial information with respect to the potential business performance for the fiscal years 2026 through 2029. Because the Company was contemplating an asset sale, this financial information did not include certain general and administrative expenses typically associated with being a public company, including SEC reporting, Sarbanes-Oxley compliance and other related expenses. A summary has been included below.

The summary set forth below is included herein only because it was provided to Raymond James in the preparation of the fairness opinion. The information was also provided to Buyer. Although presented with numerical specificity, the prospective financial information set forth below is not an estimate of future performance and not historical fact. It is based upon, and reflect, numerous judgments, estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. Important factors that may affect actual results and cause them not to be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business (including, without limitation, its ability to achieve strategic goals, objectives and targets), the Company’s cash position, expense levels, industry performance, the legal and regulatory environment, the effects of competition, general business and economic conditions and other factors described or referenced under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” As a result, the Company cannot assure you that the estimates and assumptions made in preparing the prospective financial information will prove accurate, that the forecasted results will be realized or that actual results will not be significantly higher or lower than forecasted results.

Furthermore, it was not prepared with a view to compliance with (1) GAAP; (2) the published guidelines of the SEC regarding projections and forward-looking statements; or (3) the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. BPM LLP, our independent registered public accounting firm, has not examined, reviewed, compiled or otherwise applied procedures to the prospective financial information and, accordingly, assumes no responsibility for, and expresses no opinion on, such information.

Divisional EBITDA, Adjusted EBITDA and free cash flow are non-GAAP financial measures, which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies, which limits their usefulness as a comparative measure. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. The items excluded from net income to arrive at these non-GAAP financial measures are significant components for understanding and assessing the Company’s financial performance and liquidity. Accordingly, these non-GAAP financial measures should be considered together with, and not as alternatives to, the Company’s financial statements prepared in accordance with GAAP.

 

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Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the prospective financial information to reflect circumstances existing after the date when made or to reflect the occurrence of future events. In light of the foregoing factors and the uncertainties inherent in prospective financial information, stockholders are cautioned not to place undue reliance on the prospective financial information.

 

($ in thousands)		2025A				2026E				2027E				2028E				2029E
Net revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . .		$	21,484			$	27,881			$	48,082			$	61,845			$	74,293
Total cost of goods sold. . . . . . . . . . . . . . . . . . .		$	18,422			$	20,788			$	35,440			$	43,825			$	51,789
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . .		$	3,062			$	7,093			$	12,643			$	18,020			$	22,504
Total operating expenses. . . . . . . . . . . . . . . . . . .		$	9,519			$	9,983			$	10,655			$	11,268			$	11,811
Divisional EBITDA(1). . . . . . . . . . . . . . . . . . . . .		$	(6,457	)		$	(2,890	)		$	1,988			$	6,752			$	10,692
Adjusted EBITDA(2). . . . . . . . . . . . . . . . . . . . . .		$	(14,534	)		$	(10,263	)		$	(5,710	)		$	(1,177	)		$	2,525
Change in working capital . . . . . . . . . . . . . . . . .			—			$	1,426			$	1,899			$	861			$	524
Capital expenditures. . . . . . . . . . . . . . . . . . . . . .		$	1,108			$	3,488			$	937			$	881			$	430
Free cash flow(3). . . . . . . . . . . . . . . . . . . . . . . . .		$	(15,642	)		$	(15,177	)		$	(8,546	)		$	(2,919	)		$	1,571

 

(1)	Divisional EBITDA represents Adjusted EBITDA less corporate general and administrative expenses.

(2)	Adjusted EBITDA excludes income tax provision, interest income, net foreign currency gains (losses), net stock-based compensation, amortization and depreciation, restructuring and severance costs, and strategic review-related costs.

(3)	Free cash flow represents Adjusted EBITDA less capital expenditures and the impact of changes in working capital.

The prospective financial information was prepared on a non-GAAP basis. The material assumptions underlying projected net revenue for fiscal years 2026 through 2029 include (i) revenue growth from existing strategic BLE customers and anticipated sales to other prospective BLE customers based on pipeline of opportunities, and (ii) growth in the Company’s core business generally consistent with projected growth in the RFID industry and the broader IoT market. Projected total operating expenses include department costs for research and development, sales and marketing, and general and administrative functional areas and excludes stock-based compensation, amortization and depreciation, and strategic review-related costs.

The Company does not, as a matter of course, publicly disclose forecasts or projections as to its future performance, earnings or other results other than generally providing from time to time estimated ranges of certain expected financial results and operating metrics for the next fiscal quarter in its regularly quarterly earnings press release and other investor materials due to, among other reasons, the uncertainty of the underlying assumptions and estimates. The Company avoids making public projections for extended periods due to, among other things, the inherent difficulty of predicting future periods and the likelihood that the underlying assumptions and estimates may prove incorrect. The prospective financial information is subjective in many respects and susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. No one has made or makes any representation to any stockholder regarding the prospective financial information set forth above.

Interests of Certain Persons in the Asset Sale

In considering the recommendation of the Board of Directors that our stockholders vote to approve the Asset Sale, stockholders should be aware that our directors and executive officers may have interests in the Asset Sale that are different from, or in addition to, the interests of our stockholders generally. The members of our Board of Directors were aware of the different or additional interests and considered these interests, among other matters, in evaluating and negotiating the Agreement, and in recommending to stockholders that the Asset Sale be approved. See the section entitled “Proposal No. 1 – The Asset Sale Proposal – Recommendation of the Board; Reasons for the Asset Sale”. Stockholders should take these interests into account in deciding whether to vote “FOR” the Asset Sale Proposal. These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

 

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These interests include potential payments to, and the vesting of RSUs and PSUs held by, our executive officers pursuant to the terms of agreements we previously entered into with those officers. For more information on the severance and change in control agreements that we have entered into with our named executive officers, see the section entitled “Executive Compensation – Summary Compensation Table – Potential Payments upon Termination or Change in Control”.

Pursuant to the terms of the Agreement, each equity award, including each RSU award, that is held by an employee of the IoT Business who remains employed by the Company (or an affiliate) through the closing of the Asset Sale and who, effective as of immediately following the Asset Sale, becomes a Transferred Employee, will vest effective as of immediately prior to the closing of the Asset Sale. In addition, effective as of immediately prior to the closing of the Asset Sale, the Board of Directors has determined that it is in the best interests of the Company and its stockholders to accelerate the vesting of each RSU that is held by an employee of the Company (or an affiliate) as of the date closing of the Asset Sale. RSUs held by our non-employee directors will remain outstanding and continue to vest according to their terms. For more information regarding compensation, including RSUs, that has been paid or granted to our directors, see the section entitled “Proposal No. 3 – Election of Directors Proposal – Director Compensation”.

In addition, under the terms of the Agreement, Transferred Employees will be entitled to receive a pro-rated payment in respect of their annual (or other short-term) cash bonus and/or commission opportunity which has a performance period that is ongoing as of the closing of the Asset Sale. The amount of such payment shall be determined based upon actual performance achieved as of the Closing Date in accordance with the terms of the applicable plan or arrangement and multiplied by a quotient, the numerator of which is equal to the number of calendar days elapsed between the first (1st) day of the applicable performance period and the Closing Date (inclusive of the Closing Date) and the denominator of which is equal to the number of days in the applicable performance period.

In addition, certain employees of the Company, including Mr. Kirnbauer, are eligible to receive a transaction bonus in connection with the Asset Sale, payable upon the earlier of (a) the conclusion of a retention period following the closing of the Asset Sale and (b) the dissolution of the Company, subject to the employee’s continuous service through such date (or as otherwise approved by the Company). The retention period ranges from six months to twelve months. Mr. Kirnbauer’s retention period is twelve months.

Asset Sale Compensation

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of the Company that will or may be paid or become payable and that is based on, or otherwise relates to, the Asset Sale. The amounts shown in the table below are calculated based on, to the extent possible, the terms of the Agreement and each of the Company’s named executive officer’s existing severance and/or employment arrangements triggered by or executed concurrently with the Agreement, as applicable, and are qualified by the assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to the completion of the Asset Sale, including any grants of equity-based awards that may be made after the assumed Effective Time (as defined below). The actual amounts, if any, to be received by a named executive officer may differ from the amounts set forth below. For purposes of calculating the amounts shown in the table below, the following assumptions were used:

 

•

The “Effective Time” as referenced in this section occurs on [●], 2026, which is the assumed date of the Effective Time solely for purposes of the disclosures in this section; and

 

•

The employment of each of our named executive officers is terminated without “cause” or due to the named executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the Effective Time.

 

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GOLDEN PARACHUTE COMPENSATION⁽¹⁾

 

Named Executive Officer

Cash ($)(4)

Perquisites/ Equity ($)

Benefits ($)(7)

Total ($)

Kirsten F. Newquist

400,000

[

●](5)

24,086

[

●]

Edward Kirnbauer(2)

377,000

[

●](6)

—

[

●]

Justin Scarpulla(3)

 

(1)	There are no Pension/Non-Qualified Defined Contribution, Tax Reimbursements or other payments to the named executive officers required to be disclosed pursuant to Item 402(t) of Regulation S-K.

(2)

Mr. Kirnbauer will not be terminated in connection with the Asset Sale. Except for the vesting acceleration of his unvested RSUs, we expect that none of the payments or benefits shown in the table above will be triggered by the completion of the Asset Sale for Mr. Kirnbauer. Notwithstanding the foregoing, this table sets forth the severance benefits that Mr. Kirnbauer would receive were he terminated by the Company prior to or following the Effective Time.

(3)	Mr. Scarpulla resigned as Chief Financial Officer and Secretary effective July 11, 2025. Upon Mr. Scarpulla’s resignation, his unvested RSUs and PSUs were forfeited. Mr. Scarpulla is not entitled to receive any severance or other compensation in connection with the completion of the Asset Sale.

(4)

This amount consists of cash severance equal to 12 months of the named executive officer’s base salary ($400,000 for Ms. Newquist and $290,000 for Mr. Kirnbauer). Pursuant to the terms of the respective executive employment agreements, the base salary cash severance will become payable upon the named executive officer’s termination without “cause”, or for Ms. Newquist, due to her resignation for “good reason” (as such terms are defined in the relevant plans and agreements), payable in cash on the 60th day following the named executive officer’s last day of employment. For Mr. Kirnbauer, this amount also includes a cash transaction bonus of $87,000, which will become payable upon the earlier of (a) the twelve-month anniversary of the closing of the Asset Sale and (b) the dissolution of the Company, subject to Mr. Kirnbauer’s continuous service through such date (or as otherwise approved by the Company).

(5)

Pursuant to her executive employment agreement, upon her termination without cause or constructive termination, Ms. Newquist is entitled to 6 months of accelerated vesting in her then-outstanding service-based vesting equity awards. In addition, in the event that her employment is terminated without cause or due to constructive termination within 12 months following a change in control, Ms. Newquist will be entitled to full vesting acceleration of her equity awards with time-based vesting. This amount represents the value of the accelerated vesting of Ms. Newquist’s [●] unvested RSUs as of the Effective Time, determined based the average closing market price per share of the Company’s common stock over the first five business days following the first public announcement of the Asset Sale (which was made on June 24, 2026), which is $2.58.

(6)

Pursuant to his executive employment agreement, upon his termination without cause, Mr. Kirnbauer is entitled to full vesting acceleration of his equity awards subject to time-based vesting. This amount represents the value of the accelerated vesting of Mr. Kirnbauer’s [•] unvested RSUs as of the Effective Time, determined based the average closing market price per share of the Company’s common stock over the first five business days following the first public announcement of the Asset Sale (which announcement was made on June 24, 2026), which is $2.58.

(7)

Represents the estimated value of reimbursement of payment of COBRA premiums, if any, for the named executive officer and their eligible dependents for 12 months following the Effective Time. Mr. Kirnbauer has not elected to receive Company-sponsored health benefits and, accordingly, he would not be eligible to elect COBRA coverage upon termination of his employment.

Certain U.S. Federal Income Tax Considerations for the Asset Sale

The following discussion summarizes certain U.S. federal income tax considerations applicable to the Asset Sale. This discussion is based upon the provisions of the Code, the U.S. Treasury regulations promulgated thereunder, and judicial and administrative rulings, all as in effect as of the date of this Proxy Statement and all

 

64

of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein. No ruling has been requested from the Internal Revenue Service (the “IRS”) in connection with the Asset Sale. Accordingly, the discussion below neither binds the IRS nor precludes it from adopting a contrary position. No opinion of counsel has been or will be rendered with respect to the tax consequences of the Asset Sale. Furthermore, the following discussion does not address the tax consequences of transactions occurring prior to or after the Asset Sale (whether or not such transactions are in connection with the Asset Sale) including, without limitation, any distribution or transfer of assets or cash by the Company.

We intend this discussion to provide only a general summary for holders of Company stock of U.S. federal income tax considerations applicable to the Asset Sale. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax considerations applicable to the Asset Sale. Stockholders are urged to consult with their own tax advisor regarding the tax consequences of the Asset Sale.

Tax Consequences to the Company

If consummated, the Asset Sale will be a taxable transaction to the Company. It is anticipated that the Company will utilize its existing tax attributes to reduce substantially the amount of U.S. federal income tax from the Asset Sale, even taking into account limitations on the Company’s use of tax attributes under, for example, the “change in ownership” rules of section 382 of the Code and U.S. federal income tax legislation informally known as the Tax Cuts and Jobs Act. The determination of whether and to what extent the Company’s tax attributes will be available, however, is highly complex and is based in part upon facts that will not be known until after completion of the Asset Sale and close of the Company’s taxable year in which the Asset Sale occurs. The Asset Sale will not be taxable to holders of Company stock.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES TO THE COMPANY. YOU SHOULD CONSULT YOUR TAX ADVISOR CONCERNING THE FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES OF THE ASSET SALE.

Appraisal Rights

Under Delaware law, our stockholders are not entitled to appraisal rights in connection with the Asset Sale.

 

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THE STOCK AND ASSET PURCHASE AGREEMENT

The following is a summary of the material terms and conditions of the Agreement. The descriptions of the Agreement in this section and elsewhere in this Proxy Statement are qualified in their entirety by reference to the complete text of the Agreement, a copy of which is attached as Annex A and is incorporated by reference into this Proxy Statement. This summary does not purport to be complete and may not contain all of the information about the Agreement that is important to you. You are encouraged to carefully read the entire Agreement.

Explanatory Note Regarding the Agreement

This summary of the Agreement is included to provide you with certain information regarding its material terms. Neither the Agreement nor the summary of its material terms included in this section is intended to provide any factual information about Buyer or the Company. Factual disclosures about Buyer and the Company contained in this Proxy Statement and/or in the public reports of the Company filed with the SEC (as described in the section entitled “Where You Can Find More Information”) may supplement, update or modify the disclosures about Buyer and the Company contained in the Agreement. The Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature. The representations and warranties contained in the Agreement were made only for purposes of the Agreement as of the specific dates therein; were made solely for the benefit of the parties to the Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure schedules (the “Disclosure Schedules”), made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, the representations and warranties in the Agreement should not be relied on by any persons as characterizations of the actual state of facts about Buyer or the Company at the time they were made or otherwise.

Purchase and Sale of Stock and Assets

The Company has entered into the Agreement with Buyer pursuant to which the Company will sell to Buyer (i) substantially all of the assets primarily related to the Company’s development, manufacture, and supply of specialty IoT solutions for high-value end markets, including RFID inlays, tags, and labels incorporating NFC, HF, DF, UHF, and BLE technologies and (ii) all of the outstanding equity interests of Identiv (Thailand) Co., Ltd. (such entity, the “Acquired Entity”). The consummation of the transactions contemplated by the Agreement is subject to, among other things, the receipt of the Required Stockholder Approval.

Purchased Assets

The Agreement provides that, subject to the terms and conditions set forth therein, the Company will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from the Company, all of the Company’s right, title and interest in and to the following assets (collectively, the “Purchased Assets”):

 

•

an amount of cash equal to a base amount of $25,000,000, as adjusted for working capital, closing date indebtedness and certain contract-related capital expenditures in accordance with the Agreement (the “Purchased Cash”);

 

•

all accounts receivable, notes receivable, and unbilled revenues primarily related to the IoT Business;

 

•

all products and inventory primarily used in or held for use in the operation of the IoT Business;

 

66

•

certain specified contracts primarily used in, held for use in, or necessary to conduct the IoT Business (the “Assigned Contracts”), including all rights thereunder; provided that Buyer has the right to reject certain contracts designated as “Optional Contracts” by written notice to the Company no later than 10 business days prior to the closing date of the Asset Sale (the “Closing Date”); any Optional Contract so rejected by Buyer shall constitute Excluded Assets (as defined below) and the related liabilities shall constitute Excluded Liabilities (as defined below);

 

•

all restrictive covenant agreements, non-disclosure or confidentiality agreements, and invention assignment agreements, in each case to the extent primarily used in, held for use in, or related to the operation or protection of the IoT Business or the use of the Purchased Assets;

 

•

all intellectual property assets primarily used in or primarily held for use in, the conduct and operation of the IoT Business (the “Purchased IP Assets”), together with all rights to sue for and remedies against past, present, and future infringements, misappropriations, or other violations thereof, the right to claim priority with respect thereto, and the right to prosecute and register the same;

 

•

all furniture, fixtures, machinery, equipment, and other tangible personal property primarily related to the IoT Business;

 

•

all permits, licenses, and approvals that are primarily used, held for use in or otherwise necessary to conduct the operation of the IoT Business or that are required for the ownership and use of the Purchased Assets, to the extent transferable;

 

•

all warranties, indemnities, and guarantees received from third parties to the extent related to any Purchased Assets;

 

•

copies of all books, records, files, papers, and documents primarily related to the IoT Business or the Purchased Assets;

 

•

all causes of action, claims, rights of recovery, rights of set-off, and rights of recoupment primarily related or necessary to the IoT Business, or related to the Purchased Assets or Assumed Liabilities (as defined below), excluding any of the foregoing to the extent related to taxes or to pre-Closing matters that do not constitute Assumed Liabilities;

 

•

all telephone numbers, facsimile numbers and email addresses primarily used in the IoT Business;

 

•

certain specified leased real property primarily used in the IoT Business; and

 

•

the IoT Business as a going concern and the goodwill associated with any of the Purchased Assets.

The Purchased Assets do not include any Excluded Assets or assets held by the Acquired Entity, which Buyer will acquire indirectly through its purchase of the equity interests of the Acquired Entity. To the extent that any Purchased Asset is not assignable or transferable without the consent of a third party, the Company shall use commercially reasonable efforts to obtain such consent prior to the Closing; provided, however, that neither the Company nor Buyer shall be required to pay any fee, penalty, or other consideration to obtain any such consent. If any such consent is not obtained prior to the Closing and the applicable Purchased Asset cannot be transferred at the Closing, the parties shall use commercially reasonable efforts to enter into alternative arrangements to provide Buyer with the economic benefits and obligations of such Purchased Asset, including through subcontracting, sublicensing, or other similar arrangements.

Excluded Assets

Under the terms of the Agreement, the following assets (the “Excluded Assets”) will not be transferred to Buyer and will remain the Company’s assets following the closing of the Asset Sale:

 

•

all cash, cash equivalents and restricted cash, bank accounts and securities other than the Purchased Cash;

 

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all contracts that are not Assigned Contracts (including any Optional Contracts rejected by Buyer);

 

•

all intellectual property other than Purchased IP Assets;

 

•

equity securities in any direct or indirect subsidiary of the Company (except for the equity interests of the Acquired Entity which will be acquired separately via stock purchase), corporate organizational documents, minute books, stock books, tax returns, and employee-related records;

 

•

all insurance policies that are not Assigned Contracts and rights to claims and proceeds thereunder;

 

•

all employee plans and trusts;

 

•

all tax assets (including duty and tax refunds and prepayments);

 

•

rights to pre-closing actions or suits not related to Assumed Liabilities;

 

•

all assets primarily used in SEC reporting and investor relations;

 

•

certain specified assets, properties and rights;

 

•

any real property other than Purchased Assets; and

 

•

rights accruing under the Agreement, the Voting Agreement, the Charter Amendment, the Buyer Stockholder Agreements Joinder, the Letter Agreement and the other agreements, instruments and documents required to be delivered at the closing of the Asset Sale.

Because Buyer is acquiring all of the outstanding equity interests of the Acquired Entity, Buyer will indirectly acquire the assets held by the Acquired Entity, subject to the liabilities and obligations of the Acquired Entity and the terms of the Agreement.

Assumption and Transfer of Liabilities

Assumed Liabilities

Upon the terms and subject to the conditions of the Agreement, Buyer will assume certain liabilities and obligations related to the IoT Business, as discussed below, including all of the following liabilities and obligations (the “Assumed Liabilities”):

 

•

all current liabilities to the extent included in the calculation of the IoT Business’s working capital;

 

•

closing date indebtedness to the extent included in the calculation of Purchased Cash;

 

•

liabilities under Assigned Contracts (except pre-Closing breaches);

 

•

post-Closing employment liabilities for Transferred Employees;

 

•

post-Closing IoT Business liabilities (other than pre-Closing taxes and certain specified taxes);

 

•

Acquired Entity benefit plan obligations; and

 

•

all other post-Closing IoT Business and Purchased Asset liabilities.

Excluded Liabilities

Under the terms of the Agreement, Buyer will not assume and will not be responsible to pay, perform or discharge any liabilities or obligations of the Company, any of its affiliates or any predecessor thereof of whatever nature, whether known or unknown, contingent or otherwise, whether currently in existence or arising hereafter, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Excluded Liabilities include:

 

•

liabilities relating to Excluded Assets;

 

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•

pre-Closing taxes relating to the IoT Business, Purchased Assets, or Assumed Liabilities (except pre-Closing taxes of Acquired Entity to the extent included in the calculation of Purchased Cash) and any other taxes of the Company or its subsidiaries;

 

•

pre-Closing ownership or operation liabilities other than Assumed Liabilities;

 

•

any transaction expenses;

 

•

indebtedness other than closing date indebtedness to the extent included in the calculation of Purchased Cash;

 

•

certain specified liabilities;

 

•

employee plan liabilities, pre-Closing employment liabilities, and liabilities for employees of the IoT Business (collectively, “IoT Business Employees”) who do not become Transferred Employees but to whom Buyer made an offer (including severance, discharge indemnity, equity compensation, compensation for unfair dismissal, payments in lieu of notice, and social security);

 

•

intercompany obligations between the Acquired Entity or the IoT Business and the Company or its controlled affiliates; and

 

•

any Liabilities or obligations under, arising out of or relating to any rejected Optional Contract, if any.

Consideration

As consideration for the Asset Sale, Buyer will:

 

•

issue to the Company a number of shares of Buyer Series C Preferred Stock (the “Buyer Series C Shares”) equal to $50.0 million, divided by $20.07 per share; and

 

•

assume the Assumed Liabilities (collectively with the Purchase Price, the “Consideration”).

The Closing of the Asset Sale

Unless another time, date or place is agreed to in writing by Buyer and the Company, the closing of the Asset Sale (the “Closing”) will occur at 8:00 a.m., Pacific Time, on the third business day after the satisfaction or waiver of the closing conditions set forth in the Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the fulfillment or waiver of such conditions), via electronic exchange of signature pages, or such other time or date to be specified by Buyer and the Company.

Representations and Warranties; Material Adverse Effect

The Agreement contains a number of representations and warranties made by the parties thereto that are subject in some cases to exceptions and qualifications (including exceptions to the effect that there have not been, and would not reasonably be expected to be, a material adverse effect on the IoT Business or the applicable party’s ability to timely consummate the transactions contemplated by the Agreement).

The representations and warranties made by the Company under the Agreement relate to, among other things:

 

•

due organization, valid existence, good standing and corporate power and qualification to do business;

 

•

authority, vote required and capitalization of the Acquired Entity;

 

•

the absence of any conflicts or violations of organizational documents and other material agreements or laws and required consents from governmental entities;

 

•

SEC filings and financial statements;

 

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•

the absence of changes or events;

 

•

title to and sufficiency of the Purchased Assets;

 

•

real property and leaseholds;

 

•

intellectual property;

 

•

the absence of undisclosed liabilities with respect to the IoT Business;

 

•

compliance with laws, permits and restrictions;

 

•

tax matters;

 

•

employee benefit plans;

 

•

employee and labor matters;

 

•

environmental matters;

 

•

legal proceedings and governmental orders;

 

•

the Company’s material contracts;

 

•

the Company’s financial advisor;

 

•

privacy and security measures;

 

•

anti-corruption matters;

 

•

trade compliance matters;

 

•

the Company’s material customers and vendors;

 

•

inventory;

 

•

products liability;

 

•

disclosure;

 

•

opinion of financial advisor;

 

•

restricted securities;

 

•

acknowledgement that there is no public market for the Buyer Series C Shares;

 

•

acknowledgment that the Buyer Series C Shares contain legends;

 

•

accredited investor;

 

•

no general solicitation in connection with the offer and purchase of the Buyer Series C Shares; and

 

•

an acknowledgment of Buyer’s representations and warranties being limited to those made by Buyer in the Agreement.

The Agreement also contains representations and warranties of Buyer, relating to, among other things, the following:

 

•

due organization, valid existence, good standing and qualification to do business;

 

•

capitalization of Buyer;

 

•

subsidiaries of Buyer;

 

•

corporate authorization of the Agreement and the transactions contemplated thereby and the valid and binding nature of the Agreement;

 

•

valid issuance of the Buyer Series C Shares;

 

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•

the absence of any conflicts or violations of organizational documents and other material agreements or laws and required consents from governmental entities;

 

•

the absence of certain legal proceedings, investigations and governmental orders;

 

•

intellectual property;

 

•

compliance with Buyer’s organizational documents, agreements with third parties and applicable federal and state laws;

 

•

material contracts;

 

•

related party transactions;

 

•

registration and voting rights;

 

•

property;

 

•

financial statements;

 

•

the absence of changes or events;

 

•

employee benefits plans and labor and employment matters;

 

•

taxes;

 

•

insurance;

 

•

employee agreements regarding confidential and proprietary information of Buyer;

 

•

permits;

 

•

corporate documents;

 

•

foreign corrupt practices act compliance;

 

•

data privacy;

 

•

export control laws;

 

•

financial advisor;

 

•

acknowledgement of accuracy regarding information supplied by Buyer for purposes of the proxy statement; and

 

•

an acknowledgment of the Company’s representations and warranties being limited to those made by the Company in the Agreement.

Certain of the representations and warranties made by the parties are qualified as to “knowledge,” “materiality” or “material adverse effect.” For purposes of the Agreement, “material adverse effect,” when used in reference to the Company, generally means any event, circumstance, condition, development, change, occurrence or effect that is or would reasonably be expected to be or to become materially adverse to, or has or would reasonably be expected to have or result in a material adverse effect on (i) the business, condition (financial or otherwise), capitalization, assets, operations or financial performance of the IoT Business, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by the Agreement or perform its covenants or obligations under the Agreement in all material respects; provided, however, that certain customary exceptions are excluded from the determination, including:

 

•

solely with respect to clause (i), changes in the cash position of the IoT Business;

 

•

changes in conditions generally affecting the industries in which the IoT Business operates;

 

•

any failure by the Company to meet internal projections or forecasts or third-party revenue or earnings predictions for any period, or any change in the price or trading volume of Company common stock (provided that the underlying causes of such failure or change may be taken into account);

 

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•

the execution, delivery, announcement or performance of the obligations under the Agreement or the announcement, pendency or anticipated consummation of the Asset Sale;

 

•

any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; and

 

•

changes in applicable law or accounting standards or interpretations thereof.

Notwithstanding the foregoing, any event, circumstance, condition, development, change, occurrence or effect referred to in the second or sixth bullet above may be taken into account in determining whether there has been, or would reasonably be expected to be, a “material adverse effect” to the extent that such event, circumstance, condition, development, change, occurrence or effect has a disproportionate adverse effect on the IoT Business relative to other participants in the industries in which the IoT Business operates.

For purposes of the Agreement, “material adverse effect,” when used in reference to Buyer, generally means any event, circumstance, condition, development, change, occurrence is or would reasonably be expected to be or to become materially adverse to, or has or would reasonably be expected to have or result in a material adverse effect on (i) the business, condition (financial or otherwise), capitalization, assets, operations or financial performance of Buyer and its subsidiaries, taken as a whole, or (ii) the ability of Buyer to consummate the transactions contemplated by the Agreement or perform its covenants or obligations under the Agreement in all material respects; provided, however, that certain customary exceptions are excluded from the determination, including:

 

•

changes in conditions generally affecting the industries in which Buyer participates or the global economy or capital markets as a whole;

 

•

any failure by Buyer to meet internal projections or forecasts (provided that the underlying causes of such failure may be taken into account);

 

•

any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof;

 

•

the execution, delivery, announcement or performance of the obligations under the Agreement or the announcement, pendency or anticipated consummation of the Asset Sale; and

 

•

changes in applicable law or accounting standards or interpretations thereof.

Notwithstanding the foregoing, any event, circumstance, condition, development, change, occurrence or effect referred to in the first or fifth bullet above may be taken into account in determining whether there has been, or would reasonably be expected to be, a “material adverse effect” to the extent that such event, circumstance, condition, development, change, occurrence or effect has a disproportionate adverse effect on Buyer and its subsidiaries relative to other participants in the industries in which Buyer operates.

Covenants and Agreements

Conduct of the Company Pending Closing

In general, the Company has agreed that prior to the completion of the Asset Sale or the termination of the Agreement in accordance with its terms, except as expressly required by the Agreement, as required by applicable legal requirements, set forth in certain Disclosure Schedules to the Agreement, or as may be consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company will and will cause its subsidiaries to:

 

•

conduct the IoT Business in the ordinary course of business;

 

•

use reasonable best efforts to preserve substantially intact its current IoT Business organization, operations and franchise, to keep available the services of its current officers and employees, and to

 

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preserve present relationships with customers, suppliers, distributors, licensors, licensees, and other persons having relationships with the IoT Business; and

 

•

conduct the IoT Business in compliance with all applicable legal requirements and contracts.

In addition, the Company has agreed that, prior to the completion of the Asset Sale or the termination of the Agreement in accordance with its terms, except as expressly required by the Agreement, as required by applicable legal requirements, set forth in certain Disclosure Schedules to the Agreement, or as may be consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company and its subsidiaries will not take any of the following actions:

 

•

any capital expenditures with respect to the IoT Business that will not be fully paid for prior to the Closing in excess of $100,000 individually or in the aggregate;

 

•

acquire or dispose of any material Purchased Assets or any material asset or cancellation of any material debt or claim with respect to the IoT Business (other than in the ordinary course of business);

 

•

any change in accounting methods or practices of the IoT Business or any material revaluation related to the IoT Business, except as required by any change in applicable legal requirements or GAAP;

 

•

impose any encumbrance on the Purchased Assets, the equity interests of the Acquired Entity or assets held by the Acquired Entity, except for certain permitted encumbrances;

 

•

commence or settle any proceeding involving payment in excess of $200,000 or that would involve injunctive or criminal relief made with respect to the IoT Business;

 

•

consummate any acquisition of any business or assets, other than in the ordinary course of business;

 

•

terminate or cancel any material contract, other than by expiration in accordance with its terms;

 

•

materially amend, modify, terminate, default or grant waiver under, or material consent with respect to any material contract, except for renewals on market terms of contracts expiring within six months;

 

•

merge or consolidate with, or reorganize, liquidate, dissolve, or file for bankruptcy protection with respect to, any entity;

 

•

incur any indebtedness for borrowed money or create any encumbrance on any Purchased Assets (except for certain permitted encumbrances), except for unsecured obligations incurred in the ordinary course of business;

 

•

sell, license or otherwise dispose of any owned intellectual property, except for non-exclusive licenses granted in the ordinary course of business or dispositions of immaterial or obsolete intellectual property;

 

•

disclose any trade secrets of the Company or its subsidiaries to any other person (other than in the course of business to a person bound by adequate confidentiality obligations);

 

•

make any material change in financial or tax accounting methods, policies or practices;

 

•

increase or modify the compensation, severance or benefits payable or to become payable to any IoT Business Employee;

 

•

grant any bonus (other than one-time or special bonuses included in Selling Expenses and not constituting an Assumed Liability) or equity award to any IoT Business Employee;

 

•

accelerate the vesting or payment of any compensation or benefits payable to any IoT Business Employee;

 

•

adopt, terminate or amend any employee benefit plan, except for uniform actions that do not have a disproportionate impact on IoT Business Employees;

 

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•

terminate the employment of any IoT Business Employee with annual compensation in excess of $150,000;

 

•

hire any individual, except: (i) up to 35 individuals in Thailand on terms substantially similar to those of non-officer employees with aggregate annual salary and bonus not to exceed $700,000, (ii) individuals providing engineering, engineering-related or operations-related services, or (iii) individuals hired to fill vacancies;

 

•

issue, sell or pledge any equity interests of any Acquired Entity;

 

•

redeem or purchase any equity interests of any Acquired Entity;

 

•

declare, set aside or pay dividends or distributions on, or redeem, purchase or acquire, any equity interests of the Acquired Entity, except for cash dividends prior to Closing as permitted by the Agreement;

 

•

amend the Company’s organizational documents in a manner adverse to Buyer in any material respect;

 

•

take any action reasonably expected to prevent, materially delay, materially interfere with or materially impair the Company’s ability to consummate the Closing; or

 

•

enter into any agreement to do any of the foregoing.

Operation of Buyer’s Business

The Agreement also contains interim operating covenants applicable to Buyer. Buyer has agreed that prior to the completion of the Asset Sale or the termination of the Agreement in accordance with its terms, except as otherwise provided in the Agreement, set forth in certain Disclosure Schedules to the Agreement, or as may be consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), Buyer will and will cause its subsidiaries to:

 

•

conduct its business and operations in the ordinary course of business;

 

•

use reasonable best efforts to preserve substantially intact its current business organization, operations and franchise, to keep available the services of its current officers and employees, and to preserve present relationships with customers, suppliers, distributors, licensors, licensees, and other persons having business relationships with it; and

 

•

conduct its business and operations in compliance with all applicable legal requirements and material contracts.

In addition, Buyer has agreed that prior to the completion of the Asset Sale or the termination of the Agreement in accordance with its terms, except as otherwise provided in the Agreement, set forth in certain Disclosure Schedules to the Agreement, or as may be consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), Buyer shall not, and shall cause its subsidiaries not to:

 

•

declare or pay any dividends on, or effect any redemption, repurchase or other acquisition of, any of its capital stock, except for ordinary course repurchases from departing employees or consultants;

 

•

issue any equity securities at a price less than $20.07 per share (subject to appropriate adjustment for any stock split, stock dividend, stock combination, recapitalization or similar transaction), except as set forth in certain Disclosure Schedules to the Agreement;

 

•

amend its organizational documents in a manner adverse to the Company;

 

•

adopt or implement any stockholder rights plan;

 

•

take any action that would reasonably be expected to prevent, materially delay or materially interfere with the consummation of the Closing; or

 

•

enter into any agreement to do any of the foregoing.

 

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Stockholder Meeting and Board Recommendation

The Company agreed that within 15 business days after the date of the Agreement, the Company shall prepare and file with the SEC this Proxy Statement. Following clearance by the SEC, the Company shall as promptly as practicable mail this Proxy Statement to its stockholders and duly call and convene a meeting of its stockholders (the “Stockholder Meeting”) for the purpose of obtaining: (i) approval of the sale of substantially all of the assets of the Company pursuant to the Agreement, (ii) a proposal to adjourn the Stockholder Meeting, if necessary, in order to solicit additional proxies in favor of the Seller Stockholder Matters (as defined below), and (iii) a non-binding, advisory vote to approve certain compensation that will or may become payable to the Company’s named executive officers in connection with the Asset Sale (the “golden parachute” advisory vote) (collectively, the “Seller Stockholder Matters”). The Stockholder Meeting shall be convened as promptly as practicable following the 20th business day after the date on which this Proxy Statement is first mailed to stockholders, but in no event later than the 30th business day after such mailing date.

The Company may (in consultation with Buyer) or shall (at the written request of Buyer) adjourn or postpone the Stockholder Meeting: (i) if required by applicable legal requirements or if the SEC requires supplemental disclosure in the Proxy Statement, (ii) if as of the time for which the Stockholder Meeting is scheduled there are insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholder Meeting, or (iii) to allow additional time for the solicitation of proxies in favor of approval of the Seller Stockholder Matters; provided, however, that no single adjournment or postponement shall be for a period exceeding 30 days in the aggregate without the prior written consent of Buyer, and the Company shall not adjourn or postpone the Stockholder Meeting to a date that is fewer than 13 business days prior to December 31, 2026 (the “Outside Date”).

The Board of Directors agreed to recommend that the Company’s stockholders vote in favor of approval of the Seller Stockholder Matters and to include such recommendation in this Proxy Statement. The Company shall use commercially reasonable efforts to solicit from stockholders proxies in favor of approval of the Seller Stockholder Matters. Even if an Adverse Recommendation Change (as defined below) has been effected, unless the Agreement has been validly terminated in accordance with its terms, the Company’s obligations to prepare and mail this Proxy Statement, convene the Stockholder Meeting, and submit the Seller Stockholder Matters for a vote of stockholders shall continue in full force and effect.

An “Adverse Recommendation Change” means any of the following actions by the Board of Directors: (i) changing, qualifying, withholding, withdrawing or modifying, in a manner adverse to Buyer, the Board’s recommendation in favor of the Seller Stockholder Matters, (ii) recommending or endorsing any tender offer or exchange offer for shares of the Company’s common stock, other than a recommendation against or a “stop, look and listen” communication to stockholders of the type contemplated by Rule 14d-9(f) under the Exchange Act, or (iii) approving, recommending or adopting, or publicly proposing to approve, recommend or adopt, any Acquisition Proposal (as defined below).

Buyer’s Stockholder Approval

Buyer has delivered an irrevocable written consent from its stockholders sufficient to approve (i) the Agreement, (ii) an amendment of Buyer’s charter to increase the authorized shares of Buyer’s capital stock (the “Charter Amendment”), (iii) the increase in authorized shares of Buyer’s capital stock, and (iv) the issuance of Buyer Series C Shares in connection with the Asset Sale (collectively, the “Buyer Stockholder Matters”).

Buyer agreed to promptly prepare and deliver to its stockholders notice of the taking of the corporate action by written consent in lieu of a meeting in accordance with Section 228(e) of the Delaware General Corporation Law, and in no event later than 10 business days after receipt of such written consent.

Buyer’s board of directors shall not alter, modify, change or revoke its approval of the Buyer Stockholder Matters.

 

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No Solicitation

From and after the date of the Agreement until the earlier of the Closing or the valid termination of the Agreement in accordance with its terms, the Company will not, and will cause each of its subsidiaries and direct and use reasonable best efforts to cause each of its and their respective representatives, to not, directly or through another person:

 

•

solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiry, discussions or requests regarding, or the communication, making, submission or announcement of any proposal, inquiry or offer that constitutes, or that would reasonably be expected to lead to, an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (an “Acquisition Inquiry”);

 

•

enter into, continue or otherwise participate in any discussions or negotiations with any person regarding any Acquisition Proposal or Acquisition Inquiry;

 

•

furnish to any person (other than Buyer and its representatives) any information concerning the Company or its subsidiaries in connection with or in furtherance of any Acquisition Proposal or Acquisition Inquiry;

 

•

approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, joint venture agreement, or other similar agreement relating to any Acquisition Proposal or Acquisition Inquiry (other than an Acceptable Confidentiality Agreement (as defined below)); or

 

•

grant any waiver or release under any standstill agreement or any provision of any confidentiality agreement.

An “Acquisition Proposal” means any offer or proposal, whether written or oral, from any person or group of persons, other than Buyer and its affiliates, for: (i) any merger, consolidation, amalgamation, share exchange, business combination, reorganization, recapitalization or similar transaction pursuant to which any person or group would directly or indirectly acquire beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class of voting securities of the Company, or of any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the value of the assets of the IoT Business; (ii) the sale, lease, exchange, transfer, license or other disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated book value or fair market value of the assets of the IoT Business; or (iii) any tender offer, including a self-tender offer, or exchange offer that, if consummated, would result in any person beneficially owning 20% or more of the outstanding equity securities of the Company, or of any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the value of the assets of the IoT Business.

Fiduciary Exception

Notwithstanding the foregoing restrictions, if at any time prior to the receipt of the Required Stockholder Approval, the Company receives a bona fide written Acquisition Proposal that did not result from a breach of the non-solicitation obligations, the Company and its representatives may contact such person or group of persons making such Acquisition Proposal to the extent reasonably necessary to clarify the terms and conditions thereof and, to the extent that the Board of Directors determines in good faith (after consultation with its outside legal counsel and financial advisor) that the failure to take action with respect to such Acquisition Proposal would reasonably be expected to be inconsistent with its fiduciary duties under applicable legal requirements, and that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal, then the Company may: (i) enter into an Acceptable Confidentiality Agreement with the person making such Acquisition Proposal (an “Acceptable Confidentiality Agreement” being a confidentiality agreement on terms no less restrictive in the aggregate to such person than those contained in the confidentiality agreement between the Company and Buyer); (ii) furnish non-public information to such person pursuant to such Acceptable

 

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Confidentiality Agreement (provided that any such non-public information furnished to such person that has not previously been furnished to Buyer shall be promptly furnished to Buyer); and (iii) engage in discussions or negotiations with such person and its representatives regarding such Acquisition Proposal.

A “Superior Proposal” means a bona fide written offer from any person (other than Buyer and its affiliates) for: (i) the acquisition of more than 50% of the outstanding voting securities of the Company, or of subsidiaries constituting 50% or more of the IoT Business assets (measured by revenue or earnings before interest, taxes, depreciation and amortization); (ii) the sale, lease or other disposition of assets constituting 50% or more of the consolidated book value or fair market value of the Company’s and its subsidiaries’ assets, taken as a whole; or (iii) any tender offer or exchange offer that, if consummated, would result in any person beneficially owning more than 50% of the outstanding voting securities of the Company, which proposal the Board of Directors determines in good faith (after consultation with its outside legal counsel and financial advisors), after giving effect to any binding offer by Buyer to revise the terms of the Agreement, would be more favorable to the Company’s stockholders than the Asset Sale from a financial point of view and is reasonably capable of being completed on the terms proposed (taking into account all factors and matters deemed relevant in good faith by the Board of Directors, including financial, legal, regulatory and any other aspects of the transaction described in such proposal).

Notice Requirements

The Company shall promptly (and in no event later than 48 hours after receipt thereof) notify Buyer in writing of the receipt of any Acquisition Proposal or any Acquisition Inquiry, including the identity of the person making such Acquisition Proposal or Acquisition Inquiry and the material terms and conditions thereof. The Company shall keep Buyer reasonably informed of the status and material terms of any such Acquisition Proposal, and shall notify Buyer within 24 hours of any material modifications to the terms thereof or if the Company determines to begin providing nonpublic information or to engage in negotiations or discussions concerning an Acquisition Proposal or an Acquisition Inquiry. Upon execution of the Agreement, the Company shall and shall cause each of its directors, executive officers and subsidiaries to, and shall instruct and use reasonable best efforts to cause each of its other representatives to, immediately cease and cause to be terminated any and all existing discussions and negotiations with any person conducted heretofore with respect to any Acquisition Proposal, and shall request the prompt return or destruction of all non-public information previously furnished to such persons in the past 12 months in connection therewith.

Superior Proposals

Notwithstanding anything to the contrary in the Agreement, at any time prior to the receipt of the Required Stockholder Approval, the Board of Directors may (i) effect an Adverse Recommendation Change with respect to a Superior Proposal, or (ii) cause the Company to terminate the Agreement and concurrently enter into an acquisition agreement with respect to a Superior Proposal, if all of the following conditions have been satisfied:

 

•

the Board of Directors has determined (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable legal requirements;

 

•

the Board of Directors has determined (after consultation with its outside legal counsel and financial advisor) that such Acquisition Proposal constitutes a Superior Proposal;

 

•

the Company has given Buyer at least three business days’ prior written notice (a “Superior Proposal Notice”) advising Buyer of the Board’s intention to take such action;

 

•

unless Buyer has informed the Company in writing that it does not intend to propose revisions to the terms of the Agreement, the Company has negotiated in good faith with Buyer during such notice period (to the extent Buyer wishes to negotiate) to permit Buyer to make binding revisions to the terms of the Agreement such that the Acquisition Proposal would no longer constitute a Superior Proposal;

 

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following the expiration of such notice period, the Board of Directors has considered in good faith any binding offer made by Buyer to revise the terms of the Agreement and has determined in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal continues to constitute a Superior Proposal (taking into account any revisions proposed by Buyer); and

 

•

in the event of any material modification to the financial or other material terms of such Superior Proposal, the notice period shall recommence and last at least two business days with respect to such material modification.

Intervening Event

Notwithstanding anything to the contrary in the Agreement, at any time prior to the receipt of the Required Stockholder Approval, the Board of Directors may effect an Adverse Recommendation Change in response to an Intervening Event (as defined below) if all of the following conditions have been satisfied:

 

•

(i) the Board of Directors has determined (after consultation with its outside legal counsel and financial advisors) that the failure to effect such Adverse Recommendation Change in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable legal requirements;

 

•

(ii) such Adverse Recommendation Change is not in response to an Acquisition Proposal, a Superior Proposal, or any inquiry related thereto or the consequences thereof;

 

•

(iii) such Adverse Recommendation Change is in response to a material event, development, change or occurrence that (A) was not known to, or reasonably foreseeable by, or, if known or reasonably foreseeable, the consequences of which were not known or reasonably foreseeable by, the Board as of the date of the Agreement, and (B) does not relate to or arise from any Acquisition Inquiry, Acquisition Proposal, or Superior Proposal, or any contract between the Parties regarding a post-closing strategic relationship, or any failure to enter into such contract (an “Intervening Event”); and

 

•

(iv) prior to taking such action, the Company shall have complied with all of the following:

 

•

provided Buyer with at least three business days’ prior written notice advising Buyer of the Board’s intention to effect such Adverse Recommendation Change, including a description of the Intervening Event in reasonable detail;

 

•

unless Buyer has informed the Company in writing that it does not intend to propose revisions to the terms of the Agreement, negotiated in good faith with Buyer during such notice period (to the extent Buyer wishes to negotiate) to permit Buyer to make revisions to the terms of the Agreement; and

 

•

at the end of such notice period, the Board of Directors has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to effect such Adverse Recommendation Change in response to the Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable legal requirements.

Nothing in the Agreement shall prohibit the Company or the Board of Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or from making any other disclosure to the Company’s stockholders if, in the Board’s determination in good faith after consultation with outside counsel, such disclosure is required under applicable legal requirements, or (ii) issuing a “stop, look and listen” communication to stockholders of the type contemplated by Rule 14d-9(f) under the Exchange Act; provided, however, that any such disclosure or communication (other than a “stop, look and listen” communication or an express rejection or recommendation against an Acquisition Proposal) shall be deemed to constitute an Adverse Recommendation Change unless the Board of Directors expressly reaffirms the Board’s recommendation in favor of the Seller Stockholder Matters in such disclosure or communication.

 

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Non-Solicitation of Employees

For a period of two years following the Closing Date, the Company shall not, and shall cause its affiliates and its and their respective officers, directors, employees and agents acting on its behalf not to, directly or indirectly, hire, recruit, solicit, or induce any IoT Business Employee to terminate his or her employment with Buyer or any of Buyer’s affiliates.

The foregoing non-solicitation restriction is subject to the following exceptions:

 

•

general solicitations or advertisements that are not specifically targeted at employees of Buyer or its affiliates;

 

•

hiring any individual who responds to general public advertising or who is identified by a search firm, in each case not specifically directed at IoT Business Employees; and

 

•

soliciting or hiring any former IoT Business Employee whose employment with Buyer or its affiliates was terminated by Buyer at least six months prior to such solicitation or hiring, or who voluntarily departed from Buyer’s employment at least one year prior to such solicitation or hiring.

Other Covenants and Agreements

The Agreement contains additional covenants and agreements relating to, among other matters:

 

•

access to information during the interim period between execution of the Agreement and the Closing;

 

•

retention of books and records relating to the IoT Business for a period of five years after the Closing;

 

•

confidentiality of non-public information relating to the IoT Business;

 

•

tax matters;

 

•

termination of affiliate transactions (including the settlement of all intercompany accounts prior to the Closing);

 

•

publicity restrictions (requiring mutual consent of the parties for public announcements, with exceptions for disclosures required by applicable legal requirements and filings with the SEC);

 

•

wrong pocket assets;

 

•

certain employee and employee benefit matters (including requirements that Buyer offer employment to IoT Business Employees on terms providing base salary or wage rate no less favorable than those in effect immediately prior to the Closing, and a period of 12 months during which Buyer shall provide benefits that are comparable in the aggregate to those provided by the Company immediately prior to the Closing);

 

•

waiver of compliance with bulk sales laws;

 

•

a limited, non-exclusive, non-transferable license from Buyer to the Company and its subsidiaries to continue using certain Identiv names and marks for: (i) SEC filings, (ii) subsidiary names, and (iii) signage, stationery and marketing materials that are Excluded Assets, for a period of nine months following the Closing;

 

•

cooperation on joint plans for the transition of the IoT Business consistent with the Transition Services Agreement (as defined below);

 

•

a prohibition on Buyer or any of its affiliates making or entering into any arrangements with any equityholder of the Company whereby such Person would provide equity investment to Buyer or the Company in connection with the Asset Sale; and

 

•

a requirement for the Company to cause the discharge of all directors of the Acquired Entity effective as of the Closing.

 

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Conditions to Completion of the Asset Sale

Conditions to the Obligations of the Parties to Complete the Asset Sale

The respective obligations of each party to consummate the Asset Sale are subject to the satisfaction or waiver, to the extent permitted by applicable law, of the following mutual conditions:

 

•

no temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other governmental body of competent jurisdiction shall be in effect preventing the consummation of the Asset Sale, and no applicable legal requirement shall have been enacted or be deemed applicable to the Asset Sale that makes the consummation thereof illegal;

 

•

no legal proceeding shall be pending or overtly threatened in writing by any governmental body challenging or seeking to restrain or prohibit the consummation of the Asset Sale; and

 

•

the Company shall have obtained the Required Stockholder Approval.

Conditions to the Obligation of Buyer to Complete the Asset Sale

The obligation of Buyer to consummate the Asset Sale is subject to the satisfaction or waiver of the following additional conditions:

 

•

(i) the representations and warranties of the Company relating to capitalization of the Acquired Entity shall be true and correct (without giving effect to any materiality or material adverse effect qualifiers therein) as of the date of the Agreement and the Closing Date as though made on and as of such date; (ii) certain fundamental representations (including representations as to organization, authority and vote, title to assets and sufficiency of assets, and financial advisor) shall be true and correct in all material respects as of the date of the Agreement and as of the Closing as though made on and as of such date; and (iii) all other representations and warranties of the Company shall be true and correct as of the date of the Agreement and as of the Closing as though made on and as of such date, except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect on the IoT Business;

 

•

the Company shall have performed and complied in all material respects with each of its covenants required to be performed or complied with prior to or on the Closing;

 

•

since the date of the Agreement, no material adverse effect on the IoT Business shall have occurred;

 

•

delivery to Buyer of the Selling Closing Certificate, executed by the Chief Executive Officer and the Chief Financial Officer of the Company, certifying that the foregoing conditions have been satisfied;

 

•

delivery to Buyer of all ancillary agreements and closing documents required to be delivered by the Company at the Closing; and

 

•

Buyer shall have obtained possession of the Purchased Assets and the Purchased Cash.

Conditions to the Obligation of the Company to Complete the Asset Sale

The obligation of the Company to consummate the Asset Sale is subject to the satisfaction or waiver of the following additional conditions:

 

•

(i) certain fundamental representations (including representations as to organization and standing, subsidiaries, authority and vote, valid issuance of Buyer Series C Shares, registration and voting rights, corporate documents, and financial advisor) shall be true and correct in all material respects as of the date of the Agreement and as of the Closing Date as though made on and as of such date; (ii) the representations and warranties of Buyer relating to capitalization shall be true and correct in all but de minimis respects as of the date of the Agreement; and (iii) all other representations and warranties of Buyer shall be true and correct as of the date of the Agreement and as of the Closing Date as though made on and as of such date, except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect on Buyer;

 

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•

Buyer shall have performed and complied in all material respects with each of its covenants required to be performed or complied with prior to or on the Closing;

 

•

since the date of the Agreement, no material adverse effect on Buyer shall have occurred;

 

•

delivery to the Company of a Buyer Closing Certificate, executed by the Chief Executive Officer of Buyer, certifying that the foregoing conditions have been satisfied;

 

•

delivery to the Company of the stock certificate representing the Buyer Series C Shares (the number of shares equal to the Purchase Price divided by $20.07 per share);

 

•

delivery to the Company of all ancillary agreements and closing documents required to be delivered by Buyer at the Closing; and

 

•

Buyer shall have filed the Charter Amendment with the Secretary of State of the State of Delaware, such Charter Amendment shall have become effective, and Buyer’s authorized capital shall be sufficient for the issuance of the Buyer Series C Shares.

Survival and Indemnification

Survival

Except for claims based on fraud (which shall survive until the expiration of the applicable statute of limitations) and the mutual acknowledgment that no party has made representations or warranties other than as expressly set forth in the Agreement (which shall survive indefinitely), all representations and warranties contained in the Agreement shall survive for a period of six months following the Closing Date. Pre-Closing covenants shall survive for a period of six months following the Closing Date. Post-Closing covenants shall survive in accordance with their respective terms. Any claim asserted in good faith prior to the expiration of the applicable survival period shall survive until finally resolved.

Indemnification

The Company has agreed to indemnify, defend, and hold harmless Buyer and its affiliates from and against all losses arising out of or relating to:

 

•

any breach or inaccuracy of any representation or warranty of the Company contained in the Agreement or its closing certificate;

 

•

any breach of any covenant or agreement of the Company contained in the Agreement;

 

•

any Excluded Asset or Excluded Liability; and

 

•

certain matters specified in the Disclosure Schedules (the “Special Indemnification Matters”).

Buyer has agreed to indemnify, defend, and hold harmless the Company and its affiliates from and against all losses arising out of or relating to:

 

•

any breach or inaccuracy of any representation or warranty of Buyer contained in the Agreement or its closing certificate;

 

•

any breach of any covenant or agreement of Buyer contained in the Agreement;

 

•

any Assumed Liability;

 

•

the ownership or use of the Purchased Assets following the Closing; and

 

•

the operation of the IoT Business following the Closing.

Limitations on Indemnification

The indemnification obligations described above are subject to the following limitations. No indemnifying party shall be liable for any losses arising from breaches of representations and warranties until the aggregate

 

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amount of losses exceeds a deductible of $250,000, at which point the indemnifying party shall be liable for losses in excess of such amount (except in the case of fraud or breach of fundamental representations, for which no deductible shall apply). The aggregate liability of either indemnifying party for all indemnifiable losses arising from breaches of representations and warranties shall not exceed $2,500,000 (the “Indemnity Cap”), except in the case of fraud or breach of fundamental representations. Losses for breaches of fundamental representations are subject to a $50,000,000 cap, while claims based on fraud are not subject to the deductible, the Indemnity Cap or the fundamental representation cap. The aggregate liability of the Company for the Special Indemnification Matters shall not exceed $2,200,000. For purposes of determining whether a breach has occurred and for calculating the amount of any losses, all materiality, material adverse effect, and similar qualifiers contained in the representations and warranties shall be disregarded. All losses shall be reduced by any insurance proceeds or other amounts actually received from third parties with respect thereto. No indemnifying party shall be liable for punitive damages except to the extent awarded in connection with a third-party claim. Each indemnified party shall use commercially reasonable efforts to mitigate any Losses for which it seeks indemnification. There shall be no double-counting of losses that have been reflected as adjustments to the purchase price. Neither party shall have any right of set-off against amounts otherwise payable under the Agreement.

Payment of Indemnification Claims

Indemnification payments in respect of Special Indemnification Matters and losses not subject to the Indemnity Cap shall be payable solely in cash. With respect to losses subject to the Indemnity Cap: (i) Buyer may satisfy its indemnification obligations by payment in U.S. dollars or, at Buyer’s election, by issuing additional Buyer Series C Shares valued at $20.07 per share (subject to equitable adjustment for stock splits, combinations, and similar events); and (ii) the Company may satisfy its indemnification obligations by payment in U.S. dollars or, at the Company’s election, by surrendering Buyer Series C Shares valued at $20.07 per share (subject to equitable adjustment for stock splits, combinations, and similar events). No fractional shares shall be issued or surrendered in satisfaction of any indemnification obligation.

Termination of the Agreement

The Agreement may be terminated at any time prior to the completion of the Asset Sale, before or after the Required Stockholder Approval is obtained (except as expressly noted otherwise), as follows:

 

•

By mutual written consent of the Company and Buyer.

 

•

By Buyer:

 

•

prior to the Required Stockholder Approval, if an Adverse Recommendation Change has occurred;

 

•

if the Company has committed a material breach of any representation, warranty, covenant, or agreement set forth in the Agreement that would cause the applicable closing conditions not to be satisfied and such breach is not cured within 15 calendar days after written notice thereof; provided that this right is not available if Buyer is then in material breach of the Agreement; or

 

•

if (i) the Mutual Closing Conditions and Buyer Closing Conditions have been satisfied, (ii) Buyer has indicated in writing that it is ready, willing, and able to consummate the Closing, (iii) the Company fails to consummate the Closing within four business days after the date on which the Closing should have occurred (or by the Outside Date, if sooner), and (iv) Buyer stood ready, willing, and able to close during such period.

 

•

By the Company:

 

•

if Buyer has committed a material breach of any representation, warranty, covenant, or agreement set forth in the Agreement that would cause the applicable closing conditions not to be satisfied and such breach is not cured within 15 calendar days after written notice thereof; provided that this right is not available if the Company is then in material breach of the Agreement;

 

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•

to enter into an acquisition agreement with respect to a Superior Proposal, subject to compliance in all material respects with the no-solicitation provisions of the Agreement and the concurrent payment of the Seller Termination Fee (as defined below); or

 

•

if (i) the Mutual Closing Conditions and Company Closing Conditions have been satisfied, (ii) the Company has indicated in writing that it is ready, willing, and able to consummate the Closing, (iii) Buyer fails to consummate the Closing within four business days after the date on which the Closing should have occurred (or by the Outside Date, if sooner), and (iv) the Company stood ready, willing, and able to close during such period.

 

•

By the Company or Buyer:

 

•

if the Asset Sale has not been consummated by the Outside Date; provided that this right is not available to a party whose breach of the Agreement caused the failure to consummate the Asset Sale by such date;

 

•

if any governmental authority has issued a final, non-appealable order, decree, or ruling permanently prohibiting or enjoining the Asset Sale; provided that this right is not available to a party whose breach of the Agreement caused such issuance or action;

 

•

if the Seller Stockholder Matters have not been approved at the Stockholder Meeting (including any final adjournment or postponement thereof).

Effect of Termination

In the event of the valid termination of the Agreement, the Agreement will become void and there will be no liability on the part of any party thereto except that certain provisions regarding the termination fee, expenses, and miscellaneous matters will survive such termination and no party will be relieved from liability for fraud or any willful and material breach of any provision of the Agreement.

Termination Fee

The Agreement provides for the payment by the Company to Buyer of a termination fee of $750,000 (the “Seller Termination Fee”) in connection with a termination of the Agreement under the following circumstances:

 

•

by either the Company or Buyer if the Seller Stockholder Matters have not been approved at the Stockholder Meeting (including any final adjournment or postponement thereof);

 

•

if terminated by the Company to enter into an acquisition agreement with respect to a Superior Proposal in compliance with the no-solicitation provisions of the Agreement; or

 

•

if terminated by Buyer due to an Adverse Recommendation Change.

In the event of a late payment of the Seller Termination Fee, the Company is required to reimburse Buyer for reasonable and documented out-of-pocket costs and expenses incurred in connection with the collection thereof and to pay interest on the unpaid amount at the prime rate. If the Seller Termination Fee is actually paid in full in circumstances in which Buyer is entitled to terminate the Agreement with payment of the Seller Termination Fee, such payment represents the sole and exclusive remedy of Buyer and its affiliates against the Company and its affiliates in connection with the Agreement and the transactions contemplated thereby, subject to the parties’ rights to seek specific performance as provided in the Agreement and subject to the provisions preserving liability for fraud and willful and material breach.

Expenses

Each party to the Agreement will bear its own costs and expenses incurred in connection with the Agreement and the transactions contemplated thereby, whether or not the Asset Sale is completed.

 

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Amendment and Waiver

Amendment

The Agreement may be amended at any time by mutual written agreement of the parties thereto, with the approval of the respective boards of directors of the Company and Buyer. After the Required Stockholder Approval has been obtained, no amendment may be made that by applicable law would require further approval by the stockholders of the Company without obtaining such further approval.

Waiver

Any waiver of any term or condition of the Agreement must be set forth in a written instrument executed by the party against whom such waiver is to be enforced. No waiver by any party of any term or condition of the Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of the Agreement on any future occasion. No single or partial exercise of any right, power, or privilege under the Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Third-Party Beneficiaries

The Agreement is not intended to, and does not, confer upon any person other than the parties thereto and their respective successors and permitted assigns any rights or remedies.

Governing Law

The Agreement is governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict-of-laws provision or rule that would cause the application of the laws of any other jurisdiction.

Jurisdiction

Each party to the Agreement has:

 

•

irrevocably submitted to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any federal court sitting in the State of Delaware for purposes of any action, suit, or proceeding arising out of or relating to the Agreement;

 

•

agreed not to commence any action, suit, or proceeding relating to the Agreement or the transactions contemplated thereby except in such courts;

 

•

irrevocably waived, and agreed not to assert by way of motion, defense, or otherwise, any objection to the laying of venue or any claim that it is not subject to the jurisdiction of such courts or that any action, suit, or proceeding brought in such courts has been brought in an inconvenient forum; and

 

•

agreed that any judgment rendered by such courts may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

Waiver of Jury Trial

Each party to the Agreement has irrevocably waived, to the fullest extent permitted by applicable law, any and all right to trial by jury in any action, suit, or proceeding arising out of or relating to the Agreement or the transactions contemplated thereby.

 

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Enforcement

The rights and remedies of the parties under the Agreement are cumulative and not exclusive, except as otherwise provided in the Agreement. The parties have acknowledged and agreed that the covenants and obligations set forth in the Agreement are unique and essential to the transactions contemplated thereby, and that specific performance, injunctive relief, and other equitable remedies are available to enforce such covenants and obligations without the necessity of posting a bond or other security or proving actual damages.

 

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ANCILLARY AGREEMENTS

Voting Agreement

Concurrently with the execution of the Agreement, Buyer, the Company, and the Bleichroeder Holders entered into that certain Voting Agreement, pursuant to which each Bleichroeder Holder has agreed to vote all of its Covered Shares, (i) in favor of the Asset Sale and the approval of the Seller Stockholder Matters, (ii) in favor of any proposals to adjourn or postpone the Stockholder Meeting, (iii) against any action, agreement, or transaction that would constitute a breach of the Agreement, (iv) against any action, agreement, or transaction that would reasonably be expected to prevent or delay the consummation of the Asset Sale, and (v) against any Acquisition Proposal. The “Covered Shares” subject to the Voting Agreement include shares of common stock and shares of Series B Preferred Stock of the Company (on an as-converted basis in accordance with the Certificate of Designation) held by the Bleichroeder Holders and any such shares acquired or received by them during the term of the Voting Agreement.

Notwithstanding the foregoing, the Bleichroeder Holders are not required to vote their Covered Shares in favor of the Asset Sale if the Agreement has been amended without the applicable Bleichroeder Holder’s consent in a manner that reduces the consideration payable to the Company or otherwise amends the material terms of the Agreement in a manner that is materially adverse to the stockholders of the Company.

Each Bleichroeder Holder has granted to Buyer an irrevocable proxy (coupled with an interest) to vote the Covered Shares in accordance with the Voting Agreement. Each Bleichroeder Holder has waived any rights of appraisal or dissenter’s rights with respect to the Asset Sale. The Bleichroeder Holders are subject to no-solicitation obligations consistent with those set forth in the Agreement. The Voting Agreement restricts the transfer of Covered Shares, except to affiliates of a Bleichroeder Holder (subject to execution and delivery of a joinder to the Voting Agreement). As of [●], 2026, an aggregate of [2,884,495] shares of the Company’s common stock and 5,000,000 shares of the Series B Preferred Stock, constituting approximately [12]% of the outstanding shares of common stock and 100% of the outstanding shares of the Series B Preferred Stock, are subject to the Voting Agreement. The shares of Series B Preferred Stock vote based on the number of shares of the Company’s common stock into which the Series B Preferred Stock is convertible as of the Record Date, inclusive of accrued dividends on the Series B Preferred Stock. As a result, the shares of Series B Preferred Stock represent approximately [●] of the total shares of the Company’s common stock and common stock equivalents eligible to vote on the Asset Sale Proposal. With respect to the vote on the Asset Sale Proposal, the Covered Shares represent approximately [●]% of the shares eligible to vote thereon.

The Voting Agreement shall terminate upon the earliest to occur of: (i) the conclusion of the Stockholders Meeting at which the vote contemplated by the Voting Agreement has occurred and the Covered Shares have been voted in accordance with the Voting Agreement, (ii) the valid termination of the Agreement in accordance with its terms, and (iii) the mutual written agreement of the parties to the Voting Agreement.

Letter Agreement

At the Closing, the Company and Buyer will enter into that certain Letter Agreement, substantially in the form attached as an exhibit to the Agreement, governing certain rights of the Company as a holder of the Buyer Series C Shares. The contemplated Letter Agreement will provide the Company with a non-voting board observer right, subject to customary limitations, including exclusions to preserve privilege, protect third-party confidential information or address conflicts of interest. The observer right will terminate if the Company ceases to hold at least 1,868,460 Buyer Series C Shares, upon certain public offering events, or upon certain uncured material confidentiality breaches. The Letter Agreement will also provide that the Company will not initially be treated as a competitor of Buyer for purposes of retaining certain pro rata and transfer rights, and that the Company will be treated as a “Major Investor” for certain purposes under Buyer’s investors’ rights agreement so long as it holds at least 1,000,000 Buyer Series C Shares. In addition, the Letter Agreement will permit certain

 

86

transfers of Buyer Series C Shares to a liquidating trust or other permitted transferees, subject to specified conditions, and restrict the Company’s public disclosure of confidential information concerning Buyer without Buyer’s prior written consent, subject to limited exceptions for legally required disclosure.

Buyer Stockholder Agreements Joinder

At the Closing, the Company will execute and deliver the Buyer Stockholder Agreements Joinder, pursuant to which the Company will become a party to the Investors’ Rights Agreement and Voting Agreement among Buyer and certain of its stockholders.

Transition Services Agreement

Prior to the Closing, the Company and Buyer have agreed to negotiate in good faith that certain Transition Services Agreement, consistent in all material respects with the summary of terms attached as an exhibit to the Agreement. Under the contemplated Transition Services Agreement, each party may request certain transition services and/or access to systems from the other party after Closing. Beginning three months after the effective date of the Transition Services Agreement, either party may terminate any specific service provided by the other party upon 30 days’ prior written notice. Fees for services provided by the Company will generally be based on direct labor costs plus a 30% employment burden and administrative fee, or direct non-labor expenses plus a 10% administrative fee, with monthly invoices payable in cash within 30 days. For the first six months after Closing, invoices for Company-provided services will be discounted by 50%, with full fees applying thereafter for the balance of the 12-month term. The summary of terms also provides for commercially reasonable service levels, fee abatement for material service failures, cooperation to obtain required third-party consents and alternative arrangements if required consents are not obtained. Neither party shall unreasonably withhold, condition, or delay its agreement to the Transition Services Agreement, and the failure of the parties to agree on immaterial terms shall not prevent the Closing from occurring.

 

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY

The following unaudited pro forma condensed consolidated financial information has been derived from the historical consolidated financial statements of Identiv, Inc. (the “Company”), adjusted to give effect to the Asset Sale (as defined below) of its IoT Business (as defined below). On June 24, 2026, the Company entered into a Stock and Asset Purchase Agreement (the “Agreement”) with Trackonomy Systems, Inc., a Delaware corporation (“Buyer”). Upon the terms and subject to the conditions set forth in the Agreement, at the closing of the transactions contemplated thereby, the Company will sell its specialty Internet of Things business (the “IoT Business”) to Buyer through the sale of substantially all of its operating assets, including all outstanding shares of Identiv (Thailand) Co., Ltd, a wholly-owned subsidiary of the Company, and $25.0 million in cash, subject to adjustment, in exchange for $50.0 million of shares of Series C Preferred Stock of Buyer, at a value of $20.07 per share (the “Purchase Price”), and the assumption of certain liabilities related to the IoT Business (collectively, the “Asset Sale”). The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026 and the years ended December 31, 2025 and 2024 have been prepared with the assumption that the Asset Sale occurred as of January 1, 2024. The unaudited pro forma condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 have been prepared with the assumption that the Asset Sale was completed as of the balance sheet date.

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

Historical condensed consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the Asset Sale and (2) factually supportable. Accordingly, the accompanying unaudited pro forma condensed consolidated statements of operations do not include gain or loss from the Asset Sale. The adjustments presented are based on currently available information and reflect certain estimates and assumptions. Therefore, actual results may differ from the pro forma adjustments.

The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements and should be read in conjunction with the (i) unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and (ii) audited consolidated financial statements of the Company as of and for the years ended December 31, 2025 and 2024, which are incorporated by reference into this Proxy Statement, and the remaining sections of this Proxy Statement; and (ii) the unaudited carve-out financial statements for the IoT Business, the assets of which are the subject of the proposed Asset Sale, included below in this Proxy Statement.

 

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Unaudited Pro Forma Condensed Consolidated Balance Sheet

Giving Effect to the Asset Sale

As of March 31, 2026

(In thousands)

 

		Consolidated				Pro Forma Adjustments for Asset Sale(a)				Other Pro Forma Adjustments for Asset Sale				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents		$	124,525			$	(25,000	)		$	(4,900	)(e)		$	94,625
Restricted cash			300				—				—				300
Accounts receivable, net			3,212				(3,212	)			—				—
Inventories			8,913				(8,913	)			—				—
Prepaid expenses and other current assets			1,965				(1,074	)			—				891
Total current assets			138,915				(38,199	)			(4,900	)			95,816
Property and equipment, net			7,676				(7,648	)			—				28
Operating lease right-of-use assets			717				(717	)			—				—
Other assets			326				(126	)			—				200
Investment in Series C preferred shares			—				—				50,000	(b)			50,000
Total assets		$	147,634			$	(46,690	)		$	45,100			$	146,044
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	6,504			$	(5,811	)		$	—			$	693
Operating lease liabilities			312				(312	)			—				—
Accrued compensation and related benefits			888				(98	)			—				790
Accrued income taxes payable			289				—				—				289
Other accrued expenses and liabilities			1,351				(493	)			4,900	(e)			5,758
Total current liabilities			9,344				(6,714	)			4,900				7,530
Long-term operating lease liabilities			418				(418	)			—				—
Other long-term liabilities			720				—				—				720
Total liabilities			10,482				(7,132	)			4,900				8,250
Stockholders’ equity:
Series B preferred stock			5				—				—				5
Common stock			26				—				—				26
Additional paid-in capital			513,304				—				—				513,304
Treasury stock			(17,271	)			—				—				(17,271	)
Accumulated deficit			(361,501	)			—				642				(360,859	)
Accumulated other comprehensive income			2,589				—				—				2,589
Net Parent investment			—				(39,558	)			39,558	(c)			—
Total stockholders’ equity			137,152				(39,558	)			40,200				137,794
Total liabilities and stockholders’ equity		$	147,634			$	(46,690	)		$	45,100			$	146,044

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

 

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