8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2020

IDENTIV, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-29440	77-0444317
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2201 Walnut Avenue, Suite 100 Fremont, California		94538
(Address of principal executive offices)		(Zip Code)

(949) 250-8888

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	INVE	The Nasdaq Stock Market LLC

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

Emerging growth company  ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

On January 28, 2020, Identiv, Inc. (the “Company”) entered into an amendment (the “Twelfth Amendment”) to its Loan and Security Agreement with East West Bank. The Twelfth Amendment, retains the total credit amount of $20.0 million but includes a new term loan facility in a principal amount of $4.5 million, and the revolving loan facility under the Loan and Security Agreement was decreased to $15.5 million. The new term loan has an interest rate equal to the prime rate plus 2.25%, will amortize beginning February 1, 2020, with principal in the amount of $0.25 million due monthly through the first anniversary of the term loan, and the remainder due on such first anniversary. In addition, certain definitions in the Loan and Security Agreement were amended pursuant to the Twelfth Amendment, including the definition of EBITDA and Borrowing Base, and a new fixed charge coverage ratio financial covenant was added. Upon repayment of the new term loan in full, the revolving loan facility will be increased to $20.0 million and the fixed charge coverage ratio financial covenant will no longer apply.

The foregoing description of the Twelfth Amendment is not complete and is qualified in its entirety by reference to the full text of the Twelfth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On January 30, 2020, the Company issued a press release announcing preliminary financial results for its fiscal quarter and year ended December 31, 2019. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On January 28, 2020, the independent members of the Board of Directors (the “Board”) and the Company’s Chief Executive Officer, Steven Humphreys, agreed that effective February 1, 2020, Mr. Humphreys’ salary (other than cash withholding amounts required for taxes and other involuntary and voluntary payroll deductions) will be paid in fully vested common stock.

On January 28, 2020, the Board also approved a change in the form of payment of the annual retainer fees to directors. Effective as of February 1, 2020, such fees will be paid entirely in restricted stock units, as opposed to the current combination of cash (50%) and restricted stock units (50%).

Item 8.01 Other Events.

On January 28, 2020, the independent members of the Board initiated a process to explore strategic alternatives to enhance stockholder value. They may retain an independent financial advisor or other external resources to assist the exploration of strategic alternatives. No timetable has been set for the Company’s evaluation of strategic alternatives. The Company does not expect to comment further or update the market with any additional information on this matter unless and until the independent directors have approved a specific transaction or otherwise deem disclosure necessary or appropriate. There can be no assurance that the review of strategic alternatives will result in the Company pursuing a particular transaction or completing any transaction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Twelfth Amendment to Loan and Security Agreement dated January 28, 2020 between the Company, Thursby Software Systems, LLC and East West Bank.
99.1	Press release dated January 30, 2020.

SIGNATURE

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

Dated: January 30, 2020

Identiv, Inc.
By:	/s/ Sandra Wallach
	Sandra Wallach
	Chief Financial Officer

EX-10.1

Exhibit 10.1

TWELFTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

This Twelfth Amendment to Loan and Security Agreement is entered into as of January 28, 2020 (the “Amendment”), by and between EAST WEST BANK (“Bank”), IDENTIV, INC. (“Parent”) and THURSBY SOFTWARE SYSTEMS, LLC (“TSS”). TSS and Parent are also referred to herein individually as a “Borrower” and collectively as the “Borrowers”.

RECITALS

Borrowers and Bank are parties to that certain Loan and Security Agreement dated as of February 8, 2017, as amended from time to time, including pursuant to that certain First Amendment to Loan and Security Agreement dated as of March 27, 2017, that certain Second Amendment to Loan and Security Agreement dated as of December 19, 2017, that certain Third Amendment to Loan and Security Agreement dated as of January 30, 2018, and that certain Fourth Amendment to Loan and Security Agreement dated as of February 5, 2018, that certain Fifth Amendment to Loan and Security Agreement dated as of March 6, 2018, that certain Sixth Amendment to Loan and Security Agreement dated as of April 14, 2018, that certain Seventh Amendment to Loan and Security Agreement dated as of July 17, 2018, that certain Eighth Amendment to Loan and Security Agreement dated as of November 1, 2018, that certain Ninth Amendment to Loan and Security Agreement dated as of January 2, 2019, that certain Tenth Amendment to Loan and Security Agreement dated as of February 6, 2019 and that certain Eleventh Amendment to Loan and Security Agreement dated as of March 28, 2019 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms set forth herein.

NOW, THEREFORE, the parties agree as follows:

1.    The following definitions set forth in Section 1.1 of the Agreement are added, or amended and restated in their entirety to read as follows:

“Borrowing Base” means an amount equal to (i) eighty five percent (85%) of Eligible Accounts plus (ii) fifty percent (50%) of Eligible Inventory, as determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrowers; provided however, (x) the total amount of the Borrowing Base with respect to clause (ii) above shall not exceed (A) at any time while the Term Loan is outstanding, the lesser of Seven Million Seven Hundred Seventy Five Thousand Dollars ($7,750,000) or fifty percent (50%) of the total Borrowing Base, or (B) at any other time, the lesser of Ten Million Dollars ($10,000,000) or fifty percent (50%) of the total Borrowing Base; (y) any Borrowing Base that is based on an Off-Cycle Borrowing Base Certificate shall retain the amount of Eligible Inventory determined by the most recent Routine Borrowing Base Certificate and any ineligible Accounts stated in such Routine Borrowing Base Certificate shall also be carried over into the Off-Cycle Borrowing Base Certificate; and (z) the Borrowing Base may be revised from time to time by Bank following each Collateral audit or as Bank deems necessary in Bank’s reasonable judgment and after commercially reasonable notice thereof to Borrowers.

“Credit Extension” means each Advance, the extension of the Term Loan on the Term Loan Date or any other extension of credit by Bank for the benefit of Borrowers hereunder.

“EBITDA” means Borrowers’ earnings before interest, taxes, depreciation and amortization expenses, determined in accordance with GAAP, and excludes provision (benefit) for, net income (loss) attributable to non-controlling interest, foreign currency losses (gains), impairment of goodwill, stock-based compensation, non-cash expense (gains), one-time expenses not to exceed $200,000 per fiscal quarter, and restructuring and severance expenses not to exceed (x) $1,000,000 for quarter ending March 31, 2020 and (y) $1,000,000 for quarter ending June 30, 2020, and (z) $300,000 for each fiscal quarter thereafter.

“Fixed Charge Coverage Ratio” means, as of any particular measurement date (the “Measurement Date”), a ratio of (a) EBITDA minus (i) the amount of non-financed capital expenditures, minus (ii) taxes paid or payable in cash to (b) the sum of (i) all interest payments paid or payable on all Credit Extensions plus (ii) $3,000,000, with each of the foregoing calculated for the twelve month period ending on the Measurement Date, and determined in accordance with GAAP.

“Revolving Line” means a credit extension of up to Fifteen Million Five Hundred Thousand Dollars ($15,500,000), provided however, that upon the repayment of the Term Loan and if on the date of such repayment (i) Borrowers have been in complete compliance with all covenants set forth in Section 6.9 of the Agreement prior to such date and (ii) no Event of Default has occurred that is continuing on such date, the “Revolving Line” shall mean at any time on or after such date a credit extension of up to Twenty Million Dollars ($20,000,000).

2.    Clause (c) of the defined term “Eligible Accounts” set forth in Section 1.1 of the Agreement is amended and restated in its entirety to read as follows:

(c)    Accounts with respect to an account debtor, fifty percent (50%) of whose Accounts the account debtor has failed to pay within ninety (90) days of invoice date;

3.    The following is added as a new subsection (b) following the end of Section 2.1(a) of the Agreement:

(b)    Term Loan.

(i)    Subject to and upon the terms and conditions of this Agreement, on January 29, 2020 (the “Term Loan Date”), Bank shall make a single cash advance to Borrower in the original principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000) (the “Term Loan”), the proceeds of which shall be applied to repay in full any overadvance under Section 2.2 that is outstanding on such date.

(ii)    Interest shall accrue from the Term Loan Date of the Term Loan at the rate specified in Section 2.3, and shall be payable monthly on the first day of each month so long as the Term Loan is outstanding. Borrower shall make monthly principal payments in the amount of Two Hundred Fifty Thousand Dollars ($250,000) on the first day of each month beginning on February 1, 2020, and continuing on the first day of each month thereafter through the first anniversary of the Term Loan Date (the “Term Loan Maturity Date”), at which time all amounts owing under this Section 2.1(b) shall be immediately due and payable. The Term Loan, once repaid, may not be reborrowed. Borrowers may prepay the Term Loan without penalty or premium at any time.

4.    The following is added as a new clause (ii) to the end of Section 2.3(a) of the Agreement:

(ii) Term Loan. Except as set forth in Section 2.3(b), the Term Loan shall bear interest, on the outstanding Daily Balance thereof, at a per annum rate equal to two and one quarter percent (2.25%) plus the greater of (x) the Prime Rate or (y) four and three quarters percent (4.75%).

5.    The following is added as a new subsection (d) to the end of Section 2.6 of the Agreement:

(d)    Backend Fee. On the earlier to occur of the date the Term Loan is repaid or becomes due and payable, Borrower shall pay to Bank a cash fee in the amount of $45,000, which is fully earned and nonrefundable as of the Term Loan Date.

6.    The following is added as a new subsection (d) to the end of Section 6.9 of the Agreement:

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(d)    Fixed Charge Coverage Ratio. For so long as the Term Loan is outstanding, Borrower shall maintain a Fixed Charge Coverage Ratio of at least 1.15 : 1.00, measured on a quarterly basis, beginning with the calendar quarter ending March 31, 2020.

7.    Exhibit C (Borrowing Base Certificate) to the Agreement is replaced in its entirety with the Exhibit C separately provided by Bank to Borrower on or around the date hereof.

8.    Exhibit D to the Agreement is replaced in its entirety with the Exhibit D attached hereto.

9.    Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Each Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.

10.    Each Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

11.    The Bank acknowledges and agrees that following the application of the Term Loan proceeds in accordance with Section 2.1(b)(i) of the Agreement (as set forth herein) and the effectiveness of this Amendment, the overadvance (disclosed to the Bank by the Borrowers prior to the Term Loan Date) pursuant to Section 2.2 of the Agreement and any violation of the terms of Section 2.2 with respect to such overadvance is hereby waived. The Borrowers hereby acknowledge and agree that any future violation of Section 2.2, or any other prior or present violation of Section 2.2, or any other failure by Borrowers to perform their obligations under the Loan Documents are not subject to any such waiver and that there is no course of conduct between the parties that would alter in any way the obligations of the Borrowers to the Bank.

12.    This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof. Notwithstanding the foregoing, Borrowers shall deliver all original signed documents requested by Bank no later than five (5) Business Days following the date of execution.

13.    As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

(a)    this Amendment, duly executed by Borrowers;

(b)    payment of an amendment and facility fee in the amount of $40,000 plus all Bank Expenses incurred through the date of this Amendment; and

(c)    such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

 IDENTIV, INC.

 By: /s/ Sandra Wallach

 Name: Sandra Wallach

 Title: CFO

 THURSBY SOFTWARE SYSTEMS, LLC

 By: /s/ Sandra Wallach

 Name: Sandra Wallach

 Title: CFO

 EAST WEST BANK

 By: /s/ Kelvin Chan

 Name: Kelvin Chan

 Title: Managing Director

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EXHIBIT D

COMPLIANCE CERTIFICATE

TO:          EAST WEST BANK

FROM:    IDENTIV, INC.

The undersigned authorized officer of IDENTIV, INC., on behalf of itself and all other Borrowers, hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrowers and Bank (the “Agreement”), (i) each Borrower is in complete compliance for the period ending                      with all required covenants except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that the annual financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and such other financial information is prepared consistently from one period to the next; except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenant	Required	Complies
Borrowing Base Certificate	Monthly within 20 days	Yes	No
A/R & A/P Agings	Monthly within 20 days	Yes	No
Inventory report	Monthly within 20 days	Yes	No
Compliance Certificate	Monthly within 20 days	Yes	No
Monthly financial statements with compliance certificate	Monthly within 30 days	Yes	No
Annual financial statements (CPA Audited)	Annually within 180 days of fiscal year end	Yes	No
Annual operating budget, sales projections and operating plans approved by board of directors	Annually no later than 30 days prior to the beginning of each fiscal year	Yes	No
Contact/address list of Borrowers’ account debtors	Within 30 days of FYE	Yes	No
A/R and Collateral Audit	Annual	Yes	No
Deposit balances with Bank	$	Yes	No
Deposit balance outside Bank	$

Financial Covenant	Required	Actual	Complies
Minimum Unrestricted Cash	$4,000,000	$	Yes	No
Minimum trailing 3 month EBITDA	$300,000	$	Yes	No
Minimum Fixed Charge Coverage Ratio (while Term Loan is outstanding)	1.15 : 1.00	: 1.00	Yes	No

Comments Regarding Exceptions: See Attached.	BANK USE ONLY
	Received by:
Sincerely,	AUTHORIZED SIGNER
	Date:
SIGNATURE	Verified:
	AUTHORIZED SIGNER
TITLE	Date:
DATE	Compliance Status                                      Yes                                  No

EX-99.1

Exhibit 99.1

Identiv Reports Preliminary Fiscal Year 2019 and Fourth Quarter Results

Management to Host Conference Call Today, Thursday, January 30 at 5:00 p.m. ET

FREMONT, Calif., January 30, 2020 — Identiv, Inc. (NASDAQ: INVE), a global provider of physical security and secure identification, reported preliminary unaudited results for the fiscal year and the fourth quarter ended December 31, 2019.

Preliminary Fiscal Year 2019 Results

Based on preliminary unaudited results, the Company expects total revenues for the fiscal year 2019 to range between $83.5 million and $83.6 million. The preliminary unaudited revenue range includes a reserve of $0.5 million related to a 3VR shipment in Q4 2019 to a Mexican-based financial institution. Last week, Identiv received new information from this customer regarding the customer’s anticipated economic uncertainty. Identiv has therefore fully reserved the shipment until there is more clarity from the customer. This compares to total revenues of $78.1 million for the fiscal year 2018. The range represents 7% growth year-over-year. Additionally, without the 23% reduction in Identiv’s Access Cards business as the Company has continued on its previously disclosed strategy to exit low margin, third party products, consolidated growth was up 14% year-over-year. Standalone software and services revenue comprised 13% of total revenue in fiscal 2019, which was up 207 basis points over fiscal 2018. Recurring revenue accounted for 9% of total revenue in fiscal 2019, which was up 117 basis points over fiscal 2018.

GAAP gross margin for the fiscal year 2019 is expected to be 44%, based on preliminary unaudited results. This compares to GAAP gross margin of 43% for the fiscal year 2018.

GAAP net loss attributable to Identiv, Inc. for the fiscal year 2019 is expected to range between $1.5 million and $1.4 million, or $(0.15) and $(0.14) per basic and diluted share, based on preliminary unaudited results. This compares to GAAP net loss attributable to Identiv, Inc. of $4.7 million, or $(0.35) per basic and diluted share, for the fiscal year 2018.

Non-GAAP adjusted EBITDA for the fiscal year 2019 is expected to range between $6.6 million and $6.7 million, based on preliminary unaudited results. This compares to non-GAAP adjusted EBITDA of $5.7 million for the fiscal year 2018.

The Company expects positive GAAP net cash from operations for the fiscal year 2019 to range between $0.5 million to $0.6 million, compared to GAAP net cash used in operations of $(5.2) million in fiscal year 2018. The Company expects non-GAAP free cash flow for the same period to range between $0.2 million and $0.3 million, an improvement from negative non-GAAP free cash flow of $(6.5) million for the fiscal year 2018.

Preliminary Fourth Quarter 2019 Results

Based on preliminary unaudited results, the Company expects total revenues for the fourth quarter of 2019 to range between $18.7 million and $18.8 million. The preliminary unaudited fourth quarter revenues include a reserve of $0.5 million related to a 3VR shipment during Q4 of 2019 discussed above. This compares to total revenues of $21.3 million in the fourth quarter of 2018.

GAAP gross margin for the fourth quarter of 2019 is expected to be 39%, based on preliminary unaudited results. This compares to GAAP gross margin of 48% in the fourth quarter of 2018. The change in gross margin was primarily due to differences in segment mix as well as a $2.5 million deployment of Thursby software solutions with gross margins in excess of 70%, which was recognized in Q4 2018.

GAAP net loss attributable to Identiv, Inc. for the fourth quarter of 2019 is expected to range between $2.2 million and $2.1 million, or $(0.14) and $(0.13) per basic and diluted share, based on preliminary unaudited results. This compares to net income attributable to Identiv, Inc. of $0.6 million, or $(0.01) per basic and diluted share, in the fourth quarter of 2018.

Non-GAAP adjusted EBITDA for the fourth quarter of 2019 is expected to range between $0.0 million and $0.1 million, based on preliminary unaudited results. This compares to non-GAAP adjusted EBITDA of $3.1 million in the fourth quarter of 2018.

All financial information for the fourth quarter and fiscal year ended December 31, 2019 included in this press release is preliminary, unaudited and subject to change. The Company has not completed preparation of its financial statements for the quarter or year ended December 31, 2019, nor has the audit of its financial statements been completed. The preliminary, unaudited financial results included in this press release are based on current expectations and are subject to adjustment. Actual results may differ materially from those disclosed in this press release. Complete audited financial results for the fourth quarter and fiscal year ended December 31, 2019 will be released in March 2020.

Fourth Quarter 2019 and Recent Operational Highlights

• Launched subscription-based Hirsch Velocity Cirrus, the industry’s most reliable cloud-based access control as a service (ACaaS) solution

• Launched subscription-based secure mobile PDF signing for armed forces, federal agencies, and commercial customers to provide CAC and PIC-Authenticated document signing from mobile devices

• Partnered with SiteWatch Safety to deliver cloud-based emergency electronic mustering via Freedom Access Control to enhance personnel safety for a major oil and gas infrastructure project in Canada

• Launched eco-friendly RFID and NFC tags for environmentally conscious companies focusing on a sustainable ecological footprint

• Booked $2.0 million from multiple contract orders in the first week of January 2020

• Backlog as of January 17, 2020 was up 36% from the same period last year

Amended Loan and Security Agreement with East West Bank

The Company amended its Loan and Security Agreement with East West Bank (EWB). This is the twelfth such periodic amendment. This amendment to the Agreement retains the total credit amount of $20.0 million but includes a $4.5 million term loan component for a 12-month period and lowers the revolving credit line to $15.5 million. Additional details of the amended Loan and Security Agreement are included in a Form 8-K, which the Company filed today.

Management Commentary

“Throughout 2019, we focused on establishing our total security and advanced identity solutions as leading products in a transforming market,” said Identiv CEO, Steven Humphreys. “Despite the fact that we believe we remain in a uniquely strong position technically and strategically, our fourth quarter results were softer than expected. Approximately $1 million of Thursby software contracts and $3 million of federal government contracts related to our Premises business shifted into 2020.

“Additionally, we experienced customers considering migrating from systems purchases to subscriptions at year end due to the launch of our new SaaS products, Velocity Cirrus and secure mobile PDF signing. As we transition our business model from predominantly system sales to more SaaS-based revenues, predictability and visibility will increase, but revenue will be recognized over a longer period.

“While these circumstances negatively impacted our fourth quarter financial results, we believe our business overall remains robust. Based on our preliminary results, our Premises business grew 20% in 2019, which is approximately three times the industry’s growth rate, and in the fourth quarter, our RFID business grew 62% over Q4 2018. In 2019, we maintained stable operating expenses and solid gross margins, driving an 18% increase in non-GAAP adjusted EBITDA and positive free cash flow. We’ve carried this momentum into 2020 by building a strong backlog and by booking $2.0 million in orders during the first week of January alone. We’re building a broader pipeline, strong sales teams and diverse channels designed to ensure revenue resilience and predictability over time.

“While there are excellent opportunities ahead of us, we believe the key to mitigating variance and ensuring predictable financial results is greater scale and greater recurring revenues. Greater scale provides more options. It allows us to adapt and to absorb fluctuations more effectively. The independent members of the Board of Directors are working with management to ensure we’re pursuing the best path to realize the full financial potential of our business for our customers, partners, employees and investors.”

Exploration of Strategic Alternatives

The independent members of the Board of Directors have initiated a process to explore strategic alternatives to enhance stockholder value. They may retain an independent financial advisor or other external resources to assist in the exploration of strategic alternatives.

“As we’ve grown, the management team has proven the leverage in the business model, with expanding gross profit margins and non-GAAP adjusted EBITDA margins,” said Jim Ousley, Chairman of the Board. “The Company was able to achieve this performance while successfully establishing Identiv as a leader in the highest-growth segments of the transforming physical security and secure identification space. However, we believe additional scale is required to consistently accelerate growth and profitability. The independent members of the Board of Directors are exploring strategic alternatives, which may include engaging independent experts to bring new perspectives to help the Company realize scale and maximize shareholder value.”

No timetable has been set for Identiv’s evaluation of strategic alternatives. Identiv does not expect to comment further or update the market with any additional information on this matter unless and until the Independent Directors have approved a specific transaction or otherwise deem disclosure necessary or appropriate. There can be no assurance that the review of strategic alternatives will result in Identiv pursuing a particular transaction or completing any transaction.

Identiv is also taking steps to reduce its cash usage. As part of this effort, CEO Steven Humphreys has agreed that, effective February 1, 2020, his salary net of withholding and deductions will be paid all in vested common stock. In addition, the Board has approved a change in the form of payment of annual retainer fees to directors. Effective as of February 1, 2020, such fees will be paid entirely in restricted stock units, as opposed to the current combination of cash (50%) and restricted stock units (50%).

Updated Fiscal 2020 Outlook

Identiv is providing updated guidance for the full year ending December 31, 2020. The Company now expects total revenues to range between $86.0 million and $90.0 million, which would represent an increase of 5% compared to the midpoint of the Company’s updated guidance and preliminary results for fiscal 2019. Additionally, without the 8% reduction in Identiv’s Access Cards business as the Company has continued on its previously disclosed strategy to exit low margin, third party products, total growth is expected to be 7% year-over-year.

The Company expects non-GAAP adjusted EBITDA to range between $10.0 million and $11.0 million, which would represent a minimum increase of 58% compared to the midpoint of both the Company’s updated guidance and preliminary results for fiscal 2019.

The Company expects GAAP net income attributable to Identiv, Inc. to range between $2.0 million and $3.0 million, and earnings per basic share to range between $0.06 and $0.12.

The Company anticipates positive GAAP net cash from operations and non-GAAP free cash flow for full year 2020.

Conference Call

Identiv management will hold a conference call today (January 30, 2020) at 5:00 p.m. ET (2:00 p.m. PT) to discuss these preliminary results. A question and answer session will follow management’s presentation.

Toll-Free Number: 1-855-327-6837

International Number: 1-631-891-4304

Call ID: 10008502

Webcast link

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 1-949-574-3860.

The conference call will be broadcast simultaneously and available for replay here.

The replay of the call will be available after 8:00 p.m. Eastern time on the same day through March 1, 2020 under 1-844-512-2921 (Toll-Free Replay Number) and 1-412-317-6671 (International Replay Number) with Replay ID: 10008502.

About Identiv

Identiv, Inc. is a global provider of physical security and secure identification. Identiv’s products, software, systems, and services address the markets for physical and logical access control, video analytics and a wide range of RFID-enabled applications. Customers in the government, enterprise, consumer, education, healthcare, banking, retail, and transportation sectors rely on Identiv’s access and identification solutions. Identiv’s mission is to secure the connected physical world: from perimeter to desktop access, and from the world of physical things to the Internet of Everything. Identiv is a publicly traded Company and its common stock is listed on the NASDAQ Capital Market in the U.S. under the symbol “INVE.” For more information, visit identiv.com.

Non-GAAP Financial Measures (Unaudited)

This press release includes financial information that has not been prepared in accordance with GAAP, including non-GAAP adjusted EBITDA and non-GAAP free cash flow. Identiv uses non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. The non-GAAP adjusted EBITDA discussed above exclude items that are included in GAAP net income (loss), GAAP operating expenses, and GAAP gross margin, and excludes provision for income taxes, net income attributable to noncontrolling interest, interest expense, foreign currency (gains) losses, stock-based compensation, amortization and depreciation, increase in fair value of earnout liability, acquisition related transaction costs, and restructuring and severance. Non-GAAP free cash flow includes capital expenditures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. For historical periods, the Company will provide a reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures in its press release announcing complete fourth quarter and fiscal year 2019 results. The Company has not provided a reconciliation of its full-year 2020 guidance regarding non-GAAP adjusted EBITDA and non-GAAP free cash flow to an expected net income (loss) and net cash used in/provided by operating activities guidance because certain components of those measures cannot be reasonably projected. In particular, sufficient information is not available to calculate certain adjustments required for such reconciliations, including interest expense, income tax expense (benefit), share-based compensation, and foreign currency (gains) losses and capital expenditures. These components could significantly impact actual net income (loss) and net cash used in/provided by operating activities.

Note Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations as well as the current beliefs and assumptions of the Company’s management and can be identified by words such as “anticipates”, “believes”, “plans”, “will”, “intends”, “expects”, and similar references to the future. Any statement that is not a historical fact, including the statements regarding the Company’s expectations regarding future operating and financial performance, including fourth quarter and full year 2019 preliminary results and updated 2020 guidance, the Company’s beliefs regarding its ability to achieve its business and strategic objectives and expected benefits thereof, the drivers of momentum and stability in its business, the Company’s belief that greater scale and recurring revenue are key to mitigating variance in financial results, the Company’s beliefs regarding the potential benefits of forming a strategic committee and exploring strategic alternatives, and the Company’s beliefs regarding the benefits and attributes of its platform and products, and its status in the market and with customers is a forward-looking statement. Forward-looking statements are only predictions and are subject to a number of risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, actual results for the fourth quarter and fiscal 2019, including completion of the 2019 audit and any audit adjustments, and for 2020, the results and potential benefits, if any, of the Company’s exploration of strategic alternatives, the Company’s ability to continue the momentum in its business, its ability to

successfully execute its business strategy, the actual benefits achieved through acquisitions, the level and timing of customer orders, the success of its products and partnerships, industry trends and seasonality, and factors discussed in its public reports, including its Annual Report on Form 10-K for the year ended December 31, 2018 and subsequent reports filed with the U.S. Securities and Exchange Commission. All forward-looking statements are based on information available to us on the date hereof, and we assume no obligation to update such statements.

Investor Relations Contact:

Matt Glover and Charlie Schumacher

Gateway Investor Relations

1-949-574-3860

IR@identiv.com

Media Contact:

press@identiv.com