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.
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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.
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