Identiv Appoints Steven G. Williams as New CEO

TL;DR

Identiv names Steven G. Williams as new CEO, replacing Ryan Z. Orr.

AI Summary

Identiv, Inc. announced on April 2, 2024, the appointment of Steven G. Williams as its new Chief Executive Officer and a member of the Board of Directors. Williams previously served as the interim CEO and brings extensive experience from his prior roles at various technology companies. This appointment follows the departure of former CEO, Ryan Z. Orr.

Why It Matters

The appointment of a permanent CEO is a significant event for Identiv, potentially signaling a new strategic direction and impacting investor confidence.

Risk Assessment

Risk Level: medium — CEO changes can introduce uncertainty regarding future strategy and operational execution, which could affect the company's performance.

Key Players & Entities

• Identiv, Inc. (company) — Registrant
• Steven G. Williams (person) — Appointed CEO and Director
• Ryan Z. Orr (person) — Former CEO
• April 2, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share INVE The Nasdaq
• $145 million — subsidiary of Identiv, in exchange for $145 million (the "Purchase Price"), subject to cust
• $5.075 million — to pay Buyer a termination fee equal to $5.075 million if the Purchase Agreement is terminated
• $3.0 million — ion with the transaction up to a cap of $3.0 million in the aggregate in the event the Purch
• $400,000 — t will receive an annual base salary of $400,000 and, subject to the Board's approval, M
• $300,000 — Newquist will be eligible to earn up to $300,000 in annual variable compensation and 200

Filing Documents

• d747302d8k.htm (8-K) — 71KB
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• 0001193125-24-085436.txt ( ) — 7671KB
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Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the exhibits hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations as well as the current beliefs and assumptions of management of Identiv and can be identified by words such as "anticipate," "believe," "continue," "plan," "will," "intend," "expect," "outlook," and similar references to the future. Any statement that is not a historical fact, including statements regarding: Identiv's strategy, opportunities, focus and goals; expected benefits of the transaction; expected amount of proceeds from the transaction; the terms and conditions related to the transaction, including stockholder and regulatory approvals; the timing of the closing of the transaction; and expectations with respect to the change in management following the completion of the transaction. Forward-looking statements are only predictions and are subject to a number of risks and uncertainties, many of which are outside Identiv's control, which could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from Identiv's stockholders or regulatory approvals are not obtained; the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement; potential litigation relating to the transaction and the effects of any outcome related thereto; the ability of each party to consummate the transaction on a timely basis, or at all; the failure of the transaction to close for any reason; any purchase price adj

Security Ownership

Security Ownership of Directors Certain Officers and Other Employees*

Security Ownership of Executive

Security Ownership of Executive Officers Laura Angelini Form 4 filed on August 2, 2023 . Steven Humphreys ( Chief Executive Officer and Director ) Form 4s filed on May 2, 2023 , May 10, 2023 , May 11, 2023 , May 15, 2023 , June 2, 2023 , July 5, 2023 , August 2, 2023 , September 1, 2023 , October 2, 2023 , November 2, 2023 , December 1, 2023 , January 2, 2024 , February 1, 2024 , March 1, 2024 , and April 1, 2024 . Gary Kremen Form 4 filed on August 2, 2023 . Justin Scarpulla ( Chief Financial Officer and Secretary ) N/A Richard E. Kuntz, M.D. Form 4 filed on August 2, 2023 . James E. Ousley Form 4 filed on August 2, 2023 . * The business address is 2201 Walnut Avenue, Suite 100, Fremont, California 94538. ^ Excludes Steven Humphreys, Identiv's Chief Executive Officer, who is listed under "Certain Officers and Other Employees." In addition, each of Bleichroeder LP and Bleichroeder Holdings LLC (together, "Bleichroeder") is or may be deemed to be a "participant" in the solicitation of proxies from stockholders of Identiv in connection with the transactions contemplated by the Purchase Agreement. Information about the ownership of securities of Bleichroeder is set forth in the section entitled " Security Ownership of Certain Beneficial Owners and Management " of the 2023 Proxy Statement and Amendment No. 1 to the Schedule 13D filed by Bleichroeder on October 23, 2023. Any further changes will be reflected in the section entitled "Security Ownership of Certain Beneficial Owners and Management" of Identiv's definitive Proxy Statement, and other materials to be filed with the SEC. Item9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 2.1# Stock and Asset Purchase Agreement dated April 2, 2024 between Identiv, Inc. and Hawk Acquisition, Inc. 10.1* Offer Letter dated March 14, 2024 between Identiv, Inc. and Kirsten F. Newquist. 99.1# Voting and Support Agreement dated April 2, 2024 by and among Hawk Acquisition, Inc. and each of the entities named therein. 99.2 Press Release dated April 3, 2024 issued by Identiv, Inc. 99.3 Investor Presentation dated April 3, 2024. 104 Cover page Interactive data file (embedded within the inline XBRL document). # Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. Identiv agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. * Denotes management compensatory contract or arrangement. 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Identiv, Inc. April 3, 2024 By: /s/ Justin Scarpulla Justin Scarpulla Chief Financial Officer 7

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View this 8-K filing on SEC EDGAR