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: November 17, 2015

(Date of earliest event reported)

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 310, Fremont, California 94538

(Address of principal executive offices, including 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))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing.

On November 17, 2015, Identiv, Inc. (the “Company”) received a determination letter (the “Determination Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that since the Company had not filed its Forms 10-Q for the quarters ended March 31, 2015 and June 30, 2015, respectively, (together, the “Delinquent Reports”) by November 16, 2015, the deadline by which the Company was to file all Delinquent Reports in order to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), and because the Company was late filing its Form 10-Q for the quarter ended September 30, 2015, the Company’s common stock is subject to delisting from The Nasdaq Capital Market at the opening of business on November 27, 2015.

The Company intends to appeal the Staff’s determination to the Nasdaq Listing Qualifications Panel (the “Panel”) and to request a hearing before the Panel within seven calendar days of receipt of the Determination Letter. Delisting of the Company’s common stock will automatically be stayed for 15 days from the date of its request for a hearing. In connection with its request for a hearing, the Company also intends to request a stay of the suspension of trading and delisting of the Company’s common stock while the appeals process is pending. The Panel will notify the Company of its decision to allow the Company’s common stock to continue to trade on The Nasdaq Capital Market pending the Panel’s decision within 22 calendar days from the date of the Determination Letter.

The Determination Letter further states that if the Company requests an appeal to the Panel, the Company will be asked to provide the Panel with a plan to regain compliance with the Rule. If its plan is not approved by the Panel, the Company’s common stock would be subject to delisting.

As previously disclosed, on each of May 22, 2015 and August 21, 2015, the Company received a notification letter from the Staff indicating that the Company was not in compliance with Nasdaq’s continued listing requirements because the Company was not in compliance with the Rule.

On November 19, 2015, the Company issued a press release announcing the receipt of the Determination Letter. A copy of the press release is attached hereto and incorporated by reference herein.

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

(b) Effective November 18, 2015, Brian Nelson, Identiv’s Chief Financial Officer, has been appointed Vice President of Business Strategy, and will no longer serve as the Company’s principal financial officer or principal accounting officer. In his new role, Mr. Nelson is expected to focus on cost optimization across the Company and other strategic initiatives.

In connection with his transition to his new role, Mr. Nelson entered into an amendment to his employment agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, which provides that, following June 20, 2016, Mr. Nelson will receive modified severance benefits. If Mr. Nelson is terminated without cause or if he resigns for any reason prior to December 20, 2016, he is entitled to receive pro-rated bonus payments and his base salary through December 20, 2016. Additionally he is entitled to receive COBRA benefits through December 20, 2017 and the vesting on his outstanding stock options and restricted stock units will accelerate to such number of shares as if his employment had continued through December 20, 2016. The preceding description of the amendment to Mr. Nelson’s employment agreement is qualified in its entirety by reference to the amendment to his employment agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.

The Company has initiated a search for a new chief financial officer.

(c) Steven Finney, Identiv’s VP Finance, has been appointed as interim Chief Financial Officer, effective November 18, 2015, pursuant to which he will serve as the Company’s principal financial officer and principal accounting officer.

Mr. Finney, who is 55 years old, has served as the Company’s Vice President of Finance since February of 2013. Prior to working at Identiv, Mr. Finney had been the Vice President of Finance, Northeast Region, for Thyssenkrupp Elevator, a German materials and technology conglomerate since 2011. From 2004 through 2011, Mr. Finney served in a variety of financial roles at ASSA ABLOY AB, a publicly listed Swedish security industry conglomerate, including division CFO. Mr. Finney is a chartered accountant in the United Kingdom. Mr. Finney holds a B.A. degree, with honors, from the University of Sheffield in Accounting and Financial Management.

Mr. Finney will continue to receive an annual base salary of $200,000. Mr. Finney is also eligible to participate in the Company’s employee benefits programs.

There are no family relationships among any of the Company’s directors or executive officers.

(e) The compensatory arrangement with Brian Nelson described under Item 5.02(b) of this Current Report on Form 8-K are incorporated into this Item 5.02(e) by reference.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Company’s plan to appeal the Staff’s determination to the Panel; and the Company’s intent to request that delisting be stayed pending the decision of the Panel. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: the Company’s failure to request an appeal on a timely basis or at all; the decision by Nasdaq not to extend the delisting stay until completion of the appeals process, the Company’s ability to regain and maintain compliance with the Rule and other Nasdaq continued listing requirements; and the other risks and uncertainties set forth in the Company’s filings with the Securities and Exchange Commission, including the risks set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. These forward-looking statements speak only as of the date hereof, and Identiv, Inc. disclaims any obligation to update these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1*	First Amendment to Executive Employment Agreement between the Company and Brian Nelson, dated November 18, 2015.
99.1	Press Release issued by Identiv, Inc., dated November 19, 2015.
99.2	Press Release issued by Identiv, Inc., dated November 19, 2015.
99.3	Letter from The Nasdaq Stock Market LLC, dated November 17, 2015.

* Indicates management contract or compensatory plan or arrangement

SIGNATURES

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

	Identiv, Inc.
November 20, 2015	By:	/s/ Steven Humphreys
		Steven Humphreys
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1*	First Amendment to Executive Employment Agreement between the Company and Brian Nelson, dated November 18, 2015.
99.1	Press Release issued by Identiv, Inc., dated November 19, 2015.
99.2	Press Release issued by Identiv, Inc., dated November 19, 2015.
99.3	Letter from The Nasdaq Stock Market LLC, dated November 17, 2015.

* Indicates management contract or compensatory plan or arrangement

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This First Amendment to Executive Employment Agreement (hereinafter referred to as the “Amendment”) has been entered into this 18th day of November, 2015, and amends that certain Executive Employment Agreement, dated December 20, 2013 (the “Original Agreement”), by and between Identiv, Inc. (formerly known as Identive Group, Inc.), a Delaware corporation, having its principal executive offices at 2201 Walnut Avenue, Suite 310 Ave., Fremont, CA 94538, (hereinafter referred to as the “Company”) and Brian Nelson (hereinafter referred to as the “Executive”). Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Original Agreement. This Amendment and the Original Agreement are collectively referred to herein as the “Agreement” and taken together shall govern the remainder of the Term ending December 20, 2016.

In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree to amend the Original Agreement as follows, effective as of the date hereof except where specified otherwise:

1.     The second, third and fourth paragraphs of Section 1 of the Original Agreement are hereby replaced in their entirety with the following:

Effective as of November 18, 2015, the Executive hereby resigns his position as Chief Financial Officer and Corporate Secretary of the Company as well as any and all of his officer and director positions at the Company’s subsidiaries. Thereafter, Executive shall serve as the Company’s Vice President of Business Strategy, shall report to the Chief Executive Officer of the Company and shall perform such responsibilities as are assigned to him by the Chief Executive Officer and reasonably acceptable to Executive, including but not limited to matters related to cost optimization and other strategic initiatives.

2.     Effective as of June 20, 2016 (the “Transition Date”), the first sentence of Section 4(b) of the Original Agreement is hereby replaced in its entirety with the following:

In the event that Executive’s employment is terminated by either Company without Cause or by Executive for any reason during the period from the Transition Date through December 20, 2016: (i) the Company shall be required to pay the Executive’s monthly fixed salary and any bonus payments (prorated for the applicable portion of the fiscal year of termination) through December 20, 2016; (ii) the Company shall reimburse Executive for the premiums charged under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to continue coverage for himself and his eligible dependents under the Company’s group health plans for the period ending on the earlier of December 20, 2017 and the date Executive obtains new employment offering health insurance coverage; and (iii) Executive’s then outstanding stock options and restricted stock units shall immediately vest with respect to that number of shares that would have vested had Executive’s employment with the Company continued through December 20, 2016. For the avoidance of doubt, upon such a termination at any time following the Transition Date, Section 4(d) and Section 4(f) of the Original Agreement will be null and void.

3.     Except as expressly modified herein, the Original Agreement shall remain in full force and effect, including but not limited to Section 4(i) thereof.

4.     The Agreement contains the entire agreement between the parties hereto with respect to the matters herein and supersedes all prior agreements and understandings, oral or written, between the parties hereto, relating to such matters.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment in two counterparts on the date first above written.

IDENTIV, INC.
By:	/s/ James Ousley James Ousley Chairman of the Board
EXECUTIVE
By:	/s/ Brian Nelson Brian Nelson

EX-99.1

Exhibit 99.1

IDENTIV APPOINTS BRIAN NELSON VP BUSINESS STRATEGY;

STEVE FINNEY, IDENTIV VP FINANCE, TO SERVE AS ACTING CFO

FREMONT, Calif., November 19, 2015 — Identiv, Inc. (NASDAQ: INVE) today announced that effective November 18, 2015, Brian Nelson, Identiv Chief Financial Officer, has been appointed Vice President of Business Strategy and will no longer serve as the Company’s CFO. In his new role, Mr. Nelson is expected to focus on cost optimization across the Company and other strategic initiatives. “Over the past two years, Brian has been an integral part of Identiv’s transformation from a group of disparate, small companies to the singular-focused identity technology leader,” said Steve Humphreys, Identiv Chief Executive Officer. “Brian will now lead our focused efforts on balancing our cost structure with our strategic vision.”

Steve Finney, Identiv VP Finance, has been appointed as acting Chief Financial Officer. Mr. Finney has been with the Company since February 2013, is a chartered accountant, and is located in the Company’s Orange County, Calif. offices. Mr. Nelson and Mr. Finney will both report to Mr. Humphreys.

The company has initiated a search for a new chief financial officer.

About Identiv

Identiv is a global security technology company that establishes identity in the connected world, including premises, information, and everyday items. CIOs, CSOs, and product departments rely upon Identiv’s trusted identity solutions to reduce risk, achieve compliance, and protect brand identity. Identiv’s trust solutions are implemented using standards-driven products and technology, such as digital certificates, trusted authentication, mobility, and cloud services. For more information, visit identiv.com.

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 plan to commence a search for a new chief financial officer, the focus of Mr. Nelson in his new role and the Company’s efforts to balance its cost structure with its strategic vision are forward-looking statements. 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, any determination by Nasdaq with respect to the Company’s plan of compliance, the ability of the Company to file any late periodic reports, and factors discussed in our public reports, including our Annual Report on Form 10-K for the year ended December 31, 2014 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:

IR@identiv.com

Media Contact:

press@identiv.com

EX-99.2

Exhibit 99.2

IDENTIV ANNOUNCES RECEIPT OF NASDAQ STAFF

DETERMINATION LETTER; INTENDS TO REQUEST HEARING

FREMONT, Calif., November 19, 2015 — Identiv, Inc. (NASDAQ: INVE) today announced that, on November 17, 2015, the Company received a letter from the NASDAQ Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that since it had not filed its Form 10-Q for the quarter ended September 30, 2015, and because it remains delinquent in filing the Company’s Form 10-Q for the quarter ended June 30, 2015 and the Form 10-Q for the quarter ended March 31, 2015, the Staff has determined that the Company is non-compliant with the Nasdaq Listing Rule 5250(c)(1). As a result of the foregoing, the Company’s common stock is subject to delisting unless the Company requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by November 24, 2015. The Company intends to timely request a hearing before the Panel at which it will present its plan to regain and thereafter maintain compliance with all applicable listing requirements.

In connection with its request for a hearing, the Company also intends to request a stay of the suspension of trading and delisting of the Company’s common stock while the appeals process is pending. The Panel will notify the Company of its decision to allow the Company’s common stock to continue to trade on The NASDAQ Capital Market pending the Panel’s decision within 22 calendar days from the date of the Staff’s letter.

There can be no assurance that the Panel will grant the Company’s request for continued listing or stay the delisting of its common stock.

About Identiv

Identiv is a global security technology company that establishes identity in the connected world, including premises, information, and everyday items. CIOs, CSOs, and product departments rely upon Identiv’s trusted identity solutions to reduce risk, achieve compliance, and protect brand identity. Identiv’s trust solutions are implemented using standards-driven products and technology, such as digital certificates, trusted authentication, mobility, and cloud services. For more information, visit identiv.com.

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 relating to the filing of the Form 10-Qs for the periods ended March 31, 2015, June 30, 2015, and September 30, 2015; the Company’s intent to appeal the delisting determination; the Company’s plan to request a stay; and the Company’s ability to regain and maintain compliance with all applicable listing requirements are forward-looking statements. 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, any determination by Nasdaq with respect to the Company’s plan of compliance, the ability of the Company to file any late periodic reports, and factors discussed in our public reports, including our Annual Report on Form 10-K for the year ended December 31, 2014 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:

IR@identiv.com

Media Contact:

press@identiv.com

EX-99.3

Exhibit 99.3

    805 King Farm Blvd.

    Rockville, MD 20850 / USA

    Nasdaq.com

Stanley Higgins

Senior Director

Listing Qualifications

The Nasdaq Stock Market LLC

+1 301 978 8041

By Electronic Delivery to: bnelson@identiv.com; lstreibel@identiv.com

November 17, 2015

Mr. Brian Nelson

Chief Financial Officer

Identiv, Inc.

39300 Civic Center Drive, Suite 140

Fremont, CA 94538

Re: Identiv, Inc. (the “Company”) – Staff Determination

Nasdaq Symbol: INVE

Dear Mr. Nelson:

On May 21 and August 21, 2015, Staff notified the Company that it was delinquent in filing its Forms 10-Q for the periods ended March 31 and June 30, 2015, respectively (the Delinquent Reports”), and therefore did not comply with our Listing Rules for continued listing.¹ On September 15, 2015, based on our further review, discussions with the Company, and the materials submitted on July 17 and August 14, 2015, Staff notified the Company that it had determined to grant an exception until October 15, 2015 to enable the Company to file all delinquent reports and regain compliance with the Rule. Based on Staff’s further review, additional discussions with the Company and supplementary information provided by the Company on September 30 and October 2, 2015, Staff granted the Company a further extension, until November 16, 2015, to enable the Company to file all delinquent reports and regain compliance with the Rule.

To date the Company has not filed the Delinquent Reports, and is now late in filing the Form 10-Q for the period ended September 30, 2015. As a result, Staff determined that the Company did not meet the terms of the exception. Accordingly, unless the Company requests an appeal of this determination as described below, trading of the Company’s Common Stock will be suspended from The Nasdaq Capital Market at the opening of business on November 27, 2015, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

¹  Listing Rule 5250(c)(1) (the “Rule”).

Mr. Brian Nelson

November 17, 2015

Page 2

Our Rules require that the Company, as promptly as possible, but no later than four business days from the receipt of this letter, make a public announcement by issuing a press release disclosing receipt of this letter and the Nasdaq Rule(s) upon which it is based.² A copy of this announcement must be provided to Nasdaq’s MarketWatch Department at least 10 minutes prior to its release.³ In the event the Company does not make the required public announcement, trading in your securities will be halted.⁴

The Company may appeal Staff’s determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request. A request for a hearing regarding a delinquent filing will stay the suspension of the Company’s securities only for a period of 15 days from the date of the request.⁵ When the Company requests a hearing, it may also request a stay of the suspension, pending the hearing. The request should include an explanation of why an extended stay is appropriate. A Panel will review the request for an extended stay and notify the Company of its conclusion as soon as is practicable but in any event no later than 15 calendar days following the deadline to request the hearing.⁶

Requests for a hearing and for an extended stay should be submitted electronically through our Listing Center⁷, and must be received no later than 4:00 Eastern Time on November 24, 2015. Please note that if a request is not received by that date and time, trading in the Company’s shares will be suspended on the second business day following the deadline. The request for a hearing should be accompanied by confirmation of a wire transfer of the fee for a hearing. The fee for a hearing is $10,000. Please send your non-refundable hearing fee in accordance with instructions on the attached Hearing Fee Payment Form.

As part of Staff’s ongoing review or in response to any submissions the Company has made or will make, Staff may identify additional deficiencies under Nasdaq’s rules. The Company will be formally notified of any such additional deficiencies and the basis for them.

²  Listing Rule 5810(b).

³  The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at www.NASDAQ.net. The facsimile numbers for Nasdaq’s Listing Qualifications and Hearings Departments are +1 301 978 4028 and +1 301 978 8080, respectively.

⁴  Listing Rule IM-5810-1

⁵  Listing Rule 5815(a)(1)(B).

⁶  In deciding whether to grant an extended stay, a Panel will consider the Company’s specific circumstances, including the likelihood that the filing can be made within any exception period that could subsequently be granted, the Company’s past compliance history, the reasons for the late filing, corporate events that may occur within the exception period, the Company’s general financial status, and the Company’s disclosures to the market.

⁷  To utilize our electronic form process, please create a user account, if you have not already done so. Once you create a user account, you can begin completing the Hearing Request Form. At any time, you may save your work and complete it at a later time. Upon submission, you will receive a confirmation email. Please note that prior to starting you will need the following company information: current trading symbol, Central Index Key (CIK) code or CUSIP.

Mr. Brian Nelson

November 17, 2015

Page 3

Please use the link, “Hearing Requests & Process” on the attached chart for detailed information regarding the hearings process. If you would like additional information regarding the hearings process, please call the Hearings Department at +1 301 978 8203.

Listing Rule 5835 prohibits communications relevant to the merits of a proceeding under the Listing Rule 5800 Series between the Company and the Hearings Department unless Staff is provided notice and an opportunity to participate. In that regard, Staff waived its right to participate in any oral communications between the Company and the Hearings Department. Should Staff determine to revoke such waiver, the Company will be immediately notified, and the requirements of Listing Rule 5835 will be strictly enforced.

If the Company does not appeal Staff’s determination to the Panel, the Company’s securities may be eligible to continue to be quoted on the OTC Bulletin Board or in the “Pink Sheets.” If you have any questions about such quotation please contact FINRA’s Compliance Unit at +1 240 386 5100.

If you have any questions, please contact Pamela Morris, Lead Analyst at, +1 301 978 8053.

Sincerely,