Bleichroeder LP Amends Identiv Stake Filing

TL;DR

Bleichroeder LP filed an amendment on their Identiv stake. Watch for more details.

AI Summary

Bleichroeder LP, a significant shareholder, filed an amendment (No. 2) to its Schedule 13D on April 4, 2024, regarding its holdings in Identiv, Inc. The filing indicates a change in the reporting person's intentions or beneficial ownership, though specific details of the change are not provided in this excerpt. Bleichroeder LP is based in New York, NY.

Why It Matters

This amendment signals a potential shift in strategy or ownership for Bleichroeder LP concerning Identiv, Inc., which could impact the stock's trading dynamics.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in a major shareholder's intentions, which can introduce uncertainty and volatility.

Key Players & Entities

• Bleichroeder LP (company) — Reporting Person
• Identiv, Inc. (company) — Subject Company
• 0001781002-24-000028 (filing_id) — Accession Number
• 20240404 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — , Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti

Filing Documents

• Identiv13DA.htm (SC 13D/A) — 90KB
• 0001781002-24-000028.txt ( ) — 91KB

Security and the Issuer

Item 1. Security and the Issuer This Amendment No. 2 (this " Amendment ") amends Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission (the " SEC ") on May 8, 2023, as amended by Amendment No. 1 filed with the SEC on October 21, 2023 and this Amendment (the " Schedule 13D "), with respect to the Common Stock, $0.001 par value (the " Shares "), of Identiv, Inc., a Delaware corporation (the " Issuer "), and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the " Exchange Act "). Except as otherwise provided herein, each item of the Schedule 13D remains unchanged.

Purpose of Transaction

Item 4. Purpose of Transaction

of Schedule 13D is hereby amended to include the following

Item 4 of Schedule 13D is hereby amended to include the following: On April 2, 2024, the Issuer entered into a Stock and Asset Purchase Agreement (the " Purchase Agreement ") with Hawk Acquisition, Inc., a Delaware corporation (" Buyer "), providing for purchase certain equity interests and assets from the Issuer on the terms and subject to the conditions set forth therein (the " Transaction "). On April 2, 2024, Bleichroeder and certain funds and managed accounts managed by Bleichroeder (collectively, the " Voting Agreement Parties ") entered into a Voting and Support Agreement (a copy of which is attached as Exhibit 4 hereto) (the " Voting Agreement ") with Buyer pursuant to which the Voting Agreement Parties agreed, among other things, to (a) appear at any meeting of the stockholders of the Issuer called to vote upon the Transaction or otherwise cause the Shares and shares of Preferred Stock beneficially owned held by the Voting Agreement Parties as of such date (such number of shares, the " Covered Shares ") to be counted as present thereat for purposes of calculating a quorum and (b) vote (or cause to be voted) all of such Covered Shares (i) in favor of Transaction, (ii) against any action or agreement that would reasonably be expected to result in a breach by the Issuer of Purchase Agreement; (iv) against any action, proposal, transaction or agreement that would reasonably be expected to prevent, impede, frustrate, interfere with, postpone, materially delay or adversely affect the consummation of the Transaction or the fulfillment of Buyer's or the Issuer's conditions under the Purchase Agreement; and (v) against any Seller Takeover Proposal (as such term is defined in the Purchase Agreement), provided that, in each case, (A) the Voting Agreement Parties shall not be required to vote in favor of the Transaction if (x) in response to a Seller Superior Proposal (as such term is defined in the Purchase Agreement) received by the Issuer's board of directors, a S

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(a)-(b) is hereby amended and restated as follows

Item 5 (a)-(b) is hereby amended and restated as follows: (a) As of the date of this Amendment, the Reporting Persons beneficially own 5,079,713 Shares, representing 19.9% of the outstanding Shares (including Shares presently issuable upon the conversion of Preferred Stock). If there was no 19.9% limit on the conversion of the Preferred Stock, the Reporting Persons would be deemed to be the beneficial owners of 9,531,795 shares of Shares (including approximately 6,647,300 Shares that would be issuable upon conversion of the Preferred Stock as of December 31, 2023), representing 31.8% of the outstanding Shares. (b) The Reporting Persons have sole voting and dispositive power over 5,079,713 Shares.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby amended to include the following

Item 6 is hereby amended to include the following: (a) The disclosure under Item 4 of this Amendment is incorporated herein by reference. (b) Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to the securities of the Issuer.

Material to be filed as Exhibits

Item 7. Material to be filed as Exhibits. Exhibit 4 Voting Agreement 4 SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Dated: April 4, 2024 BLEICHROEDER LP By: /s/ Michael M. Kellen Name: Michael M. Kellen Title: Chairman and CO-CEO BLEICHROEDER HOLDINGS LLC By: /s/ Michael M. Kellen Name: Michael M. Kellen Title: Chairman and CO-CEO The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). 5 EXHIBIT 4 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of April 2, 2024 (this " Agreement "), is entered into by and between Hawk Acquisition, Inc., a Delaware corporation (" Buyer ") and each of the entities set forth on Schedule A (each such Person, together with any Persons added to Schedule A after the date hereof in accordance with Section 4.1(b), individually a " Stockholder ", collectively the " Stockholders "). RECITALS WHEREAS, Buyer and Identiv, Inc., a Delaware corporation (" Seller ", together with its direct and indirect Subsidiaries, the " Company "), are, concurrently with the execution and delivery of this Agreement, ente

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