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: December 4, 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)

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 1.01. Entry into a Material Definitive Agreement.

On December 4, 2015, Identiv Inc. (the “Company”) entered into an amendment (the “Credit Amendment”) to its credit agreement dated March 31, 2014, as amended (the “Credit Agreement”) with Opus Bank, a California commercial bank (the “Lender”).

The Credit Amendment amended and restated Section 7.11(a) Financial Covenants to read as follows:

“Tangible Net Worth. Permit the sum of the Consolidated Tangible Net Worth plus the amount shown on the Borrower’s current balance sheet for the 1994 Settlement Agreement to be less than the sum of $8,000,000 plus, an amount equal to 50% of the amount of any Cash proceeds from any equity or Subordinated Debt issued by the Borrower after December 1, 2015 as of the end of any fiscal quarter of the Borrower measured quarterly beginning at the end of the fiscal quarter ending December 31, 2015.”

In addition, the Lender waived any Default or Event of Default arising under the Credit Agreement due to the failure of the Company to comply with the requirements of Section 7.11(a) of the Credit Agreement (Tangible Net Worth) for the fiscal quarter ending September 30, 2015.

Capitalized terms not otherwise defined above have the meanings assigned to such terms in the Amendment and the Credit Agreement, as applicable.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Credit Agreement is incorporated herein by this reference thereto.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
10.1	Second Amendment to Credit Agreement and Waiver, dated December 4, 2015.
99.1	Press Release dated December 8, 2015.

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.
December 8, 2015	By:	/s/ Steven Finney
		Steven Finney
		Interim-Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Second Amendment to Credit Agreement and Waiver, dated December 4, 2015.
99.1	Press Release dated December 8, 2015.

EX-10.1

Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER

dated as of December 4, 2015

Among

IDENTIV, INC.,

as the Borrower,

IDONDEMAND, INC.,

as the Guarantor

and

OPUS BANK

as Lender

Re Credit Agreement dated as of March 31, 2014

SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER

This Second Amendment to Credit Agreement and Waiver dated as of December 4, 2015 (this “Amendment”) is by and among (a) Identiv, Inc., a Delaware corporation formerly known as Identive Group, Inc. (the “Borrower”), (b) idOnDemand, Inc., a Delaware corporation (the “Guarantor”), and (c) Opus Bank, a California commercial bank, as Lender (“Lender”). All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the below defined Loan Agreement.

WITNESSETH:

WHEREAS, Borrower and Lender entered into that certain Credit Agreement dated as of March 31, 2014 (as amended, the “Loan Agreement”).

Whereas, the parties hereto wish to (a) waive Borrower’s compliance with Section 7.11(a) (Tangible Net Worth) for the fiscal quarter ended September 30, 2015, and (b) amend said Section 7.11(a) (Tangible Net Worth).

Whereas, Hirsch Electronics LLC, a Delaware limited liability company, was a Guarantor under the Loan Agreement and has since merged into the Borrower, with the Borrower as the surviving entity, on February 11, 2015.

Now, Therefore, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

Section 1. Amendment. From and after the Amendment Effective Date (as defined below), Section 7.11(a) of the Loan Agreement is hereby amended by deleting the same in its entirety and inserting the following in lieu thereof:

“7.11 Financial Covenants.

(a) Tangible Net Worth. Permit the sum of the Consolidated Tangible Net Worth plus the amount shown on the Borrower’s current balance sheet for the 1994 Settlement Agreement to be less than the sum of $8,000,000 plus, an amount equal to 50% of the amount of any Cash proceeds from any equity or Subordinated Debt issued by the Borrower after December 1, 2015 as of the end of any fiscal quarter of the Borrower measured quarterly beginning at the end of the fiscal quarter ending December 31, 2015.”

Section 2. Waiver. From and after the Amendment Effective Date, the Lender hereby waives any Default or Event of Default arising under the Credit Agreement due to the failure of the Borrower to comply with the requirements of Section 7.11(a) of the Credit Agreement (Tangible Net Worth) for the fiscal quarter ending September 30, 2015.

Section 3. Representations and Warranties. The Guarantor and the Borrower each hereby represents and warrants to Lender as follows:

(a) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing (or would result from the amendment of the Loan Documents contemplated hereby).

(b) The execution, delivery and performance by the Guarantor and the Borrower of this Amendment has been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable.

(c) This Amendment and each of the other Loan Documents (as amended by this Amendment) constitute the legal, valid and binding respective obligations of the Guarantor and the Borrower, enforceable against it in accordance with their respective terms.

(d) All representations and warranties of the Guarantor and the Borrower in the Loan Documents (each as amended by this Amendment) are true and correct in all material respects as of the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date).

(e) Each of the Guarantor and the Borrower is entering into this Amendment on the basis of its own investigation and for its own reasons, without reliance upon Lender or any other Person.

(f) Each of the Guarantor and the Borrower’s respective obligations under the Loan Agreement, each Guaranty and under the other Loan Documents, as applicable, are not subject to any defense, counterclaim, set-off, right of recoupment, abatement or other claim.

Section 4. Continuing Effectiveness; Ratification of Loan Documents. As herein amended, each of the Loan Documents (including, without limitation, each Guaranty) shall remain in full force and effect and each of the agreements, guarantees and obligations contained therein (as amended hereby) is hereby ratified and confirmed in all respects.

Section 5. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment.

Section 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED

ENTIRELY WITHIN SUCH STATE; PROVIDED THAT LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

Section 7. Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and assigns, and shall inure to the benefit of the parties hereto, and their respective successors and assigns.

Section 8. Effectiveness. The agreements set forth herein shall become effective on the date (the “Amendment Effective Date”) when the Lender shall have (a) executed this Amendment, (b) received counterparts of this Amendment executed by Borrower and the Guarantor, and (c) payment of all reasonable fees and expenses of Lender as required by Section 9.03 of the Loan Agreement.

Section 9. Entire Agreement. This Amendment constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first set forth above.

IDENTIV, INC., a Delaware corporation, as the Borrower
By:	/s/ Steve Humphreys
	Name: Steve Humphreys
	Its: Chief Executive Officer

IDONDEMAND, INC., a Delaware corporation, as a Guarantor
By:	/s/ Steve Humphreys
Name:	Steve Humphreys
Title:	Chief Executive Officer

OPUS BANK, as Lender

By:	/s/ Kevin McBride
	Kevin McBride Senior Managing Director

EX-99.1

Exhibit 99.1

IDENTIV ANNOUNCES AMENDMENT TO CREDIT AGREEMENT WITH OPUS BANK

FREMONT, Calif., December 8, 2015 —Identiv, Inc. (NASDAQ: INVE) today announced an amendment to its existing credit agreement with Opus Bank.

The original agreement, entered into on March 31, 2014, provided for a $10 million term loan and $10 million revolving loan facility. The agreement was amended in November 2014 with improved financing terms, lowering the annual interest rate on the term loan and revolving credit line, deferring the repayment of the term loan to a lump sum in March 2017, increasing the capital availability under the revolving loan facility from $10 million to $30 million, and setting its new maturity date to November 10, 2017. A second amendment was entered into on December 4, 2015, providing for a waiver of the tangible net worth financial covenant at September 30, 2015 and amending the covenant to reset the base amount to $8,000,000, measured quarterly beginning at the end of the fiscal quarter ending December 31, 2015.

“Opus Bank continues to be a great partner and we appreciate their confidence in the Company and our ability to execute our Strategic Plan,” said Steven Humphreys, Identiv CEO. “This amendment supports the Company in its strategy to focus on existing markets and partnerships.”

###

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.

About Opus Bank

Opus Bank is an FDIC insured California-chartered commercial bank with $6.2 billion of total assets, $5.0 billion of total loans, and $4.9 billion in total deposits as of September 30, 2015. Opus Bank provides high-value, relationship-based banking products, services, and solutions to its clients through its Retail Bank, Commercial Bank, Merchant Bank, and Correspondent Bank. Opus Bank offers a suite of treasury and cash management and depository solutions and a wide range of loan products, including commercial business, healthcare, technology, multifamily residential, commercial real estate, and structured finance, and is an SBA preferred lender. Opus Bank operates 58 client experience centers, including 33 in California, 22 in the Seattle/Puget Sound region in Washington, two in the Phoenix metropolitan area of Arizona, and one in Portland, Oregon. For additional information about Opus Bank, please visit our website: www.opusbank.com. Opus Bank is an Equal Housing Lender.

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 “plan”, “strategy”, and similar references to the future. Any statement that is not a historical fact, including the statements regarding the Company’s strategy to focus on existing markets and partnerships and the ability of the Company to execute its strategic plan 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